Registration No. ______________________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              STARCRAFT CORPORATION
             (Exact name of registrant as specified in its charter)

-------------------------------------------- -----------------------------------
                  Indiana                                 35-1817634
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)
-------------------------------------------- -----------------------------------

                            1123 South Indiana Avenue
                              Goshen, Indiana 46526
               (address of Principal Executive Offices) (Zip Code)

                 STARCRAFT CORPORATION 1997 INCENTIVE STOCK PLAN
                              (Full title of plan)

                              Joseph E. Katona, III
                      Chief Financial Officer and Secretary
                              Starcraft Corporation
                            1123 South Indiana Avenue
                              Goshen, Indiana 46526
                     (Name and address of agent for service)

                                  574-534-7827
         (Telephone number, including area code, of agent for service.)

<TABLE>
<CAPTION>
                                                    CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------------------
                                              Proposed Maximum         Proposed Maximum
 Title of Securities         Amount to be      Offering Price         Aggregate Offering      Amount of Registration
   to be Registered          Registered         Per Share                  Price (1)                 Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, without
<S>                           <C>              <C>    <C>              <C>           <C>          <C>       <C>
par value, and common         497,225(3)       $17.98 (4)              $8,940,105.50 (4)          $1,133.00 (5)
stock purchase rights(2)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Calculated  pursuant  to Rule  457(c) and (h),  on  February  9, 2004,  the
     average of the high and low price of the  registrant's  Common Stock on the
     Nasdaq SmallCap Market was $ 17.98.

(2)  No  additional  consideration  will be paid for the common  stock  purchase
     rights.

(3)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended (the "Securities Act"), this registration  statement also covers an
     indeterminate number of additional shares as may be authorized in the event
     of an  adjustment as a result of an increase in the number of issued shares
     of Common Stock  resulting from the payment of dividends or stock splits or
     certain other capital adjustments.

(4)  Estimated solely for the purpose of calculating the registration fee.

(5)  This registration statement also includes a reoffer prospectus. Pursuant to
     Rule 416, no additional fee is required.

     Approximate Date of Commencement of Proposed Sale to the Public:  From time
to time after the Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
<PAGE>

                                EXPLANATORY NOTE

     Under  Cover  of  this  Form  S-8 is our  reoffer  prospectus  prepared  in
accordance  with Part I of Form S-3 under the 1933 Act.  Our reoffer  prospectus
has been prepared  pursuant to Instruction C of Form S-8, in accordance with the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on a continuous  or delayed basis in the future of up to an aggregate of 497,225
"control securities" which may be issued,  pursuant to the Starcraft Corporation
1997 Incentive Stock Plan.

                                     Part I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing information specified by Part I of this Form S-8
Registration  Statement (the "Registration  Statement") will be sent or given to
participants  in the  Starcraft  Corporation  1997  Incentive  Stock  Plan  (the
"Plan"),  as specified  in Rule  428(b)(1)  promulgated  by the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended  (the  "1933  Act").  Such  document(s)  are not  being  filed  with the
Commission but constitute  (along with the documents  incorporated  by reference
into  the  Registration  Statement  pursuant  to Item 3 of Part  II  hereof),  a
prospectus that meets the requirements of Section 10(a) of the 1933 Act.


                               REOFFER PROSPECTUS

                              STARCRAFT CORPORATION

                                497,225 Shares of

                         Common Stock, without par value


     We have issued or may issue the 497,225 shares of our common stock, without
par value  ("Common  Stock"),  offered  hereby (the  "Shares") to Kelly L. Rose,
David J.  Matteson,  Allen H.  Neuharth,  Jeffrey P.  Beitzel,  John M. Collins,
Michael H. Schoeffler, Michael J. Starshak, Douglass C. Goad, G. Raymond Stults,
David L. Stewart,  Richard C. Anderson and Joseph E. Katona, III, who are herein
collectively  referred  to as  "Selling  Shareholders."  The  Shares  constitute
"control  securities."  Pursuant  to stock  options  which may be granted to the
Selling   Shareholders,   we  may  issue  497,225  Shares  under  the  Starcraft
Corporation  1997  Incentive  Stock Plan (the "1997  Incentive  Plan").  Selling
Shareholders  may  offer  some or all of the  Shares  issued  to them  under the
Incentive  Plan for sale  from time to time at prices  and terms  negotiated  in
individual transactions, in brokers transactions negotiated immediately prior to
sale, or in a  combination  of the  foregoing.  We will not receive any proceeds
from such sales.  Selling Shareholders and any broker-dealers who participate in
selling the Shares may be deemed "underwriters" as defined by the Securities Act
of  1933,  as  amended  (the  "1933  Act").  Commissions  paid or  discounts  or
concessions  allowed  such  broker-dealers,  as well as any profit  received  on
resale of the Shares by broker-dealers  purchasing for their own accounts may be
deemed to be underwriting  discounts and  commissions.  Selling  Shareholders or
purchasers of the Shares will pay all discounts, commissions and fees related to
the sale of the  Shares.  We have  paid the costs of  filing  this  registration
statement with the Securities and Exchange  Commission  (the  "Commission")  and
will pay the costs of  registering or qualifying the Shares under the securities
laws of any jurisdiction  where such registration or qualification is necessary.
We estimate that the expenses of this offering,  which we will incur,  including
registration  fees,  legal fees,  transfer  agent fees and printing  costs,  but
excluding  underwriting discounts and commissions which shall be paid by Selling
Shareholders, will not exceed $5,000.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>

     THE  PURCHASE OF THESE  SECURITIES  INVOLVES  SUBSTANTIAL  RISK.  SEE "RISK
FACTORS" ON PAGE 1.

     The Selling  Shareholders will be selling the Shares at the then prevailing
market  price for our Common  Stock.  Our  Common  Stock is traded on the Nasdaq
SmallCap  Market under the symbol  "STCR." On February 9, 2004, the closing sale
price of the Common Stock was $17.62.

     No person has been  authorized in connection  with any offering made hereby
to give any  information  or to make any  representation  not  contained in this
prospectus.  If any such information is given or any such  representation  made,
the information or representation  should not be relied upon as if authorized by
us. This prospectus is not an offer to sell or a solicitation of an offer to buy
any securities  other than the Shares offered by this  prospectus,  nor is it an
offer to sell or a  solicitation  of an offer to buy any of the  Shares  offered
hereby  in any  jurisdiction  where  it is  unlawful  to make  such an  offer or
solicitation.  Neither the delivery of this  prospectus  nor any sale  hereunder
shall under any  circumstances  imply that the information in this prospectus is
correct any time subsequent to February 9, 2004.

     The date of this prospectus is February 9, 2004.
<PAGE>

                                TABLE OF CONTENTS



Summary........................................................................1

Our Company....................................................................1

Risk Factors...................................................................1

Use of Proceeds................................................................4

Selling Shareholders...........................................................4

Plan of Distribution...........................................................5

Description of Securities to be Registered.....................................6

Incorporation of Certain Information by Reference..............................6

Available Information..........................................................6

Disclosure of Commission Position on Indemnification for Securities Act
   Liabilities.................................................................7

<PAGE>


                                     SUMMARY


     This  prospectus has been prepared in accordance  with the  requirements of
form S-3 under the 1933 Act pursuant to General Instruction C of Form S-8 solely
with regard to the resale of the Shares by the Selling Shareholders.  Unless the
context indicates otherwise, any of the terms "us," "we," "it" and "our" include
and refer to Starcraft Corporation.  Our principle executive offices are located
at 1123 South Indiana Avenue,  Goshen,  Indiana 46526.  Our telephone  number is
(574) 534-7827.


                                   OUR COMPANY

     An Indiana corporation founded in 1990, we are a second-stage  manufacturer
of motor vehicles,  primarily pick-up trucks and sport utility vehicles. Engaged
in original  equipment  manufacturer  ("OEM")  automotive supply. We provide and
install upfit appearance items on vehicles provided by and returned to the OEM.

     Our customer operates in the automotive industry.  Substantially all of our
OEM automotive supply sales are to one customer in the United States.

     Our shares  currently  are listed on the Nasdaq  SmallCap  Market under the
symbol "STCR."

<PAGE>


                                  RISK FACTORS


     An investment in our Common Stock is highly speculative and involves a high
degree of risk. Therefore, you should carefully consider all of the risk factors
discussed  below, as well as the other  information  contained in this document.
You should not  invest in our  Common  Stock  unless you can afford to lose your
entire investment and you are not dependent on the funds you are investing.  The
following risk factors are  interrelated  and,  consequently,  investors  should
treat such risk factors as a whole.


Our  operations  could be adversely  affected by  unforeseen  general  operating
contingencies.


     We may not be able to attract and retain  employees with sufficient  skills
to conduct our  operations  efficiently  and may from time to time be subject to
work  slow-downs  or  stoppages.  We may also be adversely  affected by delay or
unavailability of supply of numerous component parts. We will not always be able
to satisfy our capital  requirements  with  internally  generated funds and from
time to time,  need to rely on bank  financing  and other  third  party  capital
resources. There is no assurance that such resources will always be available to
us.  There  likewise  is no  assurance  as to the terms  that will  apply to any
financing  we may obtain in the future or to our  ability to  continue to comply
with such terms over time.


Potential future business acquisitions could disrupt our business or prove to be
unprofitable.


     We may be engaged in negotiations  from time to time regarding  prospective
acquisitions of related  businesses.  Such acquisitions could be material to our
operations  and,  if  effected,  could have a material  effect on our  financial
condition or results of operations.  There is no assurance as to when or whether
we will be able to  effect  acquisitions,  whether  we will be able to  generate
requisite funding to effect such acquisitions,  or as to the terms on which such
acquisitions  may be effected.  We may have less  experience  manufacturing  and
marketing  the  products of a company we may acquire than we have in our current
business. There is no assurance that such new acquisitions will be profitable.


Reduced  gasoline  availability  and/or higher  interest  rates could  adversely
affect the demand for our products.


     A significant increase in the price of gasoline could reduce demand for our
products because it would increase the cost of operating these products. Because
many consumers finance their purchase of vehicles, the availability of financing
and level of  interest  rates can affect a  consumer's  purchasing  decision.  A
decline in general economic conditions or consumer confidence can be expected to
affect our sales adversely.


The  success  of our  business  depends  to a  significant  extent  upon our OEM
automotive supply sales to General Motors.

     All of our OEM  automotive  supply  sales in 2003,  2002,  and 2001 were to
General  Motors.  To continue to compete  effectively  for GM's business we must
continue to satisfy GM's pricing, service, technology and increasingly stringent
quality and reliability requirements.  While we intend to focus on retaining and
winning GM's business, we cannot assure you that we will succeed in doing so. To
the extent we do not maintain our  existing  level of business  with GM, we will
need to attract new  customers.  We cannot assure you that we will be successful
in expanding our customer base. Our failure to do so could adversely  affect our
business. We operate under multiple long-term contracts with GM. Continued sales
and growth of our business is subject to our ability to continue  satisfactorily
to perform and to obtain such  contracts  over time.  Our failure to do so could
adversely affect our business.

The cyclical nature of automotive production and sales, particularly GM's, could
adversely affect our business.

     Our OEM  automotive  supply sales are directly  impacted by the size of the
automotive  industry  and GM's  market  share,  particularly  in the  market for
pick-up trucks and sport utility vehicles.  Automobile  production and sales are
highly  cyclical and depend on general  economic  conditions  and other factors,
including consumer spending and preferences. In addition,  automotive production
can be  affected  by labor  relations  issues,  regulatory  requirements,  trade
agreements and other factors.  Further,  GM periodically  reduces  production or
closes  plants  for  several  months  for model  changeovers.  During the fourth
quarter  of  fiscal  year  2000,  one of our two  manufacturing  facilities  was
substantially  shut down as a result of GM's model  changeover.  This  adversely
affected our fourth quarter results.  The shut down continued through the second
quarter of fiscal 2001. A decline in sales in the  automotive  market or in GM's
automotive  sales,  or  production  cutbacks  and  plant  shut  downs  for model
changeovers by GM, could have an adverse impact on our sales and profits.

<PAGE>


New regulations or failing to comply with applicable regulations could adversely
affect our results of operations.


     We are subject to various foreign, Federal, state and local regulations. We
must  comply  with  certain  Federal  and  state  regulations  relating  to  the
disposition  of hazardous  wastes  generated in our  production  processes.  Our
failure to comply with applicable regulations or changes in current regulations,
including  the  adoption  of  new  safety  or  environmental  standards,   could
materially adversely affect our results of operations.


Competition may limit our growth and profitability.


     The OEM  automotive  supply  business is highly  competitive,  with several
large  companies  and units of major  vehicle  manufacturers  competing  in this
market.  We  principally  compete for business at the  beginning of the sourcing
process for vehicle models that vehicle  manufacturers  plan to introduce to the
market in later  years and upon  redesign of existing  vehicle  models.  Vehicle
manufacturers  rigorously  evaluate  suppliers on the basis of product  quality,
price,  reliability,  timeliness of delivery,  technical  expertise and customer
service.  There  is no  assurance  we  will  be able  to  maintain  our  current
competitive position in this market. Our future growth and productivity could be
adversely affected if we are unable to successfully compete in the future.


Potential product liability claims could adversely affect our profitability.


     Like other automotive  manufacturers,  we may be subject to claims that our
products  caused  or  contributed  to  damage or  injury  sustained  in  vehicle
accidents or may be required to recall products  deemed unsafe.  Any such claims
in excess of our insurance  coverage or material  product recall  expenses could
adversely affect our financial condition and results of operations.


Voting  control by management  and  anti-takeover  provisions in our articles of
incorporation could impede potential takeovers.


     The Selling Shareholders collectively control 58.9% of the shares of Common
Stock.  The  voting  power of their  shares  will  likely  enable  them,  acting
together,  to determine  the outcome of elections of directors and other matters
submitted  for  shareholder  consideration.   See  "Selling  Shareholders."  Our
articles  of  incorporation   contain  certain  provisions  which  could  be  an
impediment to a non-negotiated  change in control,  including provisions for the
issuance of series of preferred stock with  preferences  determined by our Board
of  Directors  without  obtaining  shareholder  approval  thereof.  The Board of
Directors is separated into three classes,  serving staggered  three-year terms.
Such staggered terms could have the effect of delaying a change in a majority of
the  directors  for up to two  years,  even  if  holders  of a  majority  of the
outstanding shares of Common Stock desired such a change.  Further,  Indiana law
contains  provisions  that  restrict  the  acquisition  of control of us.  These
provisions,  along with the effective  voting control of our  management,  could
impede  potential  merger  transactions  or block  changes  to our  articles  of
incorporation, which could adversely affect the trading price of our stock.


We have never paid cash dividends on our Common Stock and do not intend to do so
in the near future.


     We have not paid cash  dividends on our Common Stock in the past and do not
intend to pay any cash dividends to shareholders in the foreseeable  future.  We
intend to retain earnings, if any, for use in the operation and expansion of our
business.  Any investor  who  purchases  our Common Stock should not  anticipate
receiving any cash dividends on the Common Stock at any time in the  foreseeable
future.  Payment of dividends is within the discretion of our Board of Directors
and will depend, among other things, upon earnings,  capital  requirements,  any
financing agreement covenants and the financial condition of the Company.
<PAGE>


Our  Shareholder  Rights  Plan may make  potential  tender  offers  or  takeover
attempts more difficult.


     In August 1997, we adopted a Shareholder  Rights Plan issuing one right for
each  outstanding  share of Common  Stock.  Each right  entitles the  registered
holder to purchase  from us one share of Common Stock at $15 per share,  subject
to  adjustment.  The rights become  exercisable if a person or group (other than
certain  related  persons)  acquires or announces a tender offer for  prescribed
percentages of our shares Common Stock or is declared an "adverse person" by our
Board of Directors.  In these events,  each right holder may purchase  shares of
Common Stock with a value equal to twice the exercise price. Furthermore,  if we
engage in certain mergers or similar business  combinations,  a right holder may
purchase shares of the acquiring  company with a value of two times the purchase
price of the right. The rights expire on August 12, 2007. These provisions could
may make it difficult and expensive to pursue a tender offer,  change in control
or takeover attempt which our management opposes. As a result,  shareholders who
might desire to participate in such a transaction may not have an opportunity to
do so.


The issuance of additional  shares of our Common Stock will reduce the ownership
and voting power of our shareholders.


     The exercise by the Selling Shareholders of all of the options which may be
granted  under  the  1997  Incentive  Plan  would  increase  the  amount  of our
outstanding Common Stock by 497,225 shares, or by approximately 5.56%. Potential
investors  should  be aware  that any  such  stock  issuances  may  result  in a
reduction of the book value or market price of our outstanding  shares of Common
Stock. If these shares are issued from our authorized but unissued shares,  such
issuance  will  reduce  the  proportionate  ownership  and  voting  power of our
existing  shareholders.  Further, if the Selling  Shareholders retain the Shares
they acquire upon their exercise of the options,  their  respective  holdings of
Common Stock, and the effective voting control that they currently  collectively
hold, would increase.


                                 USE OF PROCEEDS


     We will not receive any of the  proceeds  from the sale of shares of Common
Stock by the Selling Shareholders.


                              SELLING SHAREHOLDERS


     The  Selling  Shareholders  may sell,  from time to time,  a total of up to
497,225 Shares issued  pursuant to the 1997 Incentive  Plan, to them pursuant to
options or  awards,  if any,  made to such  persons  under the Plan.  The twelve
Selling Shareholders are as follows.


         Kelly L. Rose          Director, Chairman, Assistant Secretary
         David J. Matteson      Director
         Allen H. Neuharth      Director
         Jeffrey P. Beitzel     Director, Co-Chief Executive Officer
         John M. Collins        Director
         Michael H. Schoeffler  Director, Co-Chief Executive Officer
         Michael J. Starshak    Director
         Douglass C. Goad       Director, Executive Vice President (Operations)
         G. Raymond Stults      Director
         David L. Stewart       Director
         Richard C. Anderson    Director, Executive Vice President (Engineering)
         Joseph E. Katona, III  Chief Financial Officer and Secretary
<PAGE>


     The following table sets forth certain information regarding the beneficial
ownership  of Common Stock by the Selling  Shareholders  as of January 26, 2004,
and the number of Shares being offered by this prospectus.
<TABLE>
<CAPTION>



                                 Number of Shares                           Number of Shares
Name                               Beneficially                               Beneficially              Percentage
                                       Owned         Shares Covered       Owned After Offering        of Outstanding
                                     Prior to       By This Reoffer            Presuming               Shares After
                                    Offering(1)      Prospectus (7)    All Shares Offered Are Sold(7)  This Offer (7)
                                 ----------------    --------------   ---------------------------      --------------
<S>          <C>                  <C>                     <C>                     <C>                      <C>
Kelly L. Rose(2)(3)               1,815,447               (6)                     1,790,389                20.3%
David J. Matteson(3)                  9,225               (6)                         4,225                    *
Allen H. Neuharth(3)(4)               1,600               (6)                         1,600                    *
Jeffrey P. Beitzel(5)             1,079,140               (6)                     1,079,140                12.8%
John M. Collins(3)                   23,800               (6)                        18,800                    *
Michael H. Schoeffler(3)            229,025               (6)                       179,025                 2.1%
Michael J. Starshak(3)               13,000               (6)                             0                    *
Douglass C. Goad                  1,116,352               (6)                     1,116,352                13.2%
G. Raymond Stults(3)                 24,005               (6)                        19,005                    *
David L. Stewart (3)                 13,000               (6)                             0                    *
Richard C. Anderson               1,116,352               (6)                     1,116,352                13.2%
Joseph E. Katona, III                20,000               (6)                             0                    *
Participants in the 1997
Incentive Plan which may
include the persons named                             497,225                           ---
above.                                  ---                                                                  ---
                                 ----------------    --------------   ---------------------------      --------------
                                  5,460,946           497,225                     5,324,888                58.9%

</TABLE>
_________________________

*indicates less than 1%

(1)  Based upon information  furnished by the respective  Selling  Shareholders.
     Under applicable regulations, shares are deemed to be beneficially owned by
     a person if he  directly or  indirectly  has or shares the power to vote or
     dispose of the shares,  whether or not he has any  economic  interest  with
     respect to the shares. Includes shares beneficially owned by members of the
     immediate families of the Selling Shareholders  residing in their homes and
     also includes options that are exercisable within the next 60 days.

(2)  Includes 105,000 shares owned by Mr. Rose's spouse, 26,722 shares held in a
     charitable foundation as to which Mr. Rose disclaims beneficial ownership.

(3)  Includes the  following  shares  subject to currently  exercisable  options
     granted  under the Starcraft  Corporation  1993 Stock  Incentive  Plan (the
     "1993  Incentive  Plan") and/or the 1997  Incentive Plan (together with the
     1993  Incentive  Plan, the  "Incentive  Plans"):  391,250 shares subject to
     currently  exercisable  options held by Mr. Rose; 160,250 shares subject to
     exercisable options held by Mr. Schoeffer;  5,000, 8,150,  13,000,  13,000,
     5,000 and 13,000  shares  subject to  currently  exercisable  options  held
     respectively  by each of Mr.  Collins,  Mr.  Matteson,  Mr.  Neuharth,  Mr.
     Stewart, Mr. Stults and Mr. Starshak.

(4)  Shares are held in trusts for the benefit of family members.

(5)  Excludes  37,212 shares to be held after the Wheel to Wheel  acquisition by
     an  independent  trustee  for  the  benefit  of  members  of Mr.  Beitzel's
     immediate family.

(6)  Number of shares  subject to options to be issued under the 1997  Incentive
     Plan to the Selling  Shareholders which, if issued, upon exercise,  will be
     covered for resale  pursuant to this  prospectus  is subject to awards that
     may be made under the 1997 Incentive Plan from time to time and, therefore,
     is not yet determinable.

(7)  Includes the following  shares subject to options  already issued under the
     1997 Incentive Plan: Mr. Rose (25,058),  Mr. Matteson (5,000), Mr. Neuharth
     (13,000),  Mr. Collins  (5,000),  Mr.  Schoeffler  (50,000),  Mr.  Starshak
     (13,000), Mr. Stults (5,000), Mr. Stewart (13,000) and Mr. Katona (20,000).


                              PLAN OF DISTRIBUTION


     Selling  Shareholders  may  sell  the  Shares  from  time  to  time  in the
over-the-counter market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated  transactions.
Sales of Shares may be  effected  at the time of, and in  connection  with,  the
Selling  Shareholder's  exercise of options  under which we issue such Shares to
the  Selling  Shareholder.  Selling  Shareholders  expect to employ  brokers  or
dealers  in order to sell the  Shares.  Brokers  or  dealers  engaged by Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from Selling  Shareholders or from
purchasers  in amounts to be  negotiated  immediately  prior to the sale,  which
commissions  and  discounts are not expected to deviate from usual and customary
brokers'  commissions.  Neither we nor  Selling  Shareholders  expect to employ,
utilize or otherwise engage any finders to assist in the sales of the Shares.


     There is no assurance that Selling Shareholders will offer for sale or sell
any or all of the Shares registered pursuant to this prospectus.
<PAGE>


                   DESCRIPTION OF SECURITIES TO BE REGISTERED


     We have the authority to issue  20,000,000  shares of Common  Stock.  As of
January 26,  2004,  there were  8,431,127  shares of our Common Stock issued and
outstanding.  The holders of our Common  Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders. Holders
of shares of Common Stock have no cumulative,  conversion,  preemptive, dividend
or other subscription rights, and there are no redemption  provisions applicable
to the Common Stock.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE


     The  following  documents  filed  by us  with  the  Commission  are  hereby
incorporated herein by reference:


1.   Our Annual  Report on Form 10-K for the fiscal  year  ended  September  28,
     2003.

2.   Our Quarterly Report on Form 10-Q for the fiscal quarter ended December 28,
     2003.

3.   Our  Current  Report on Form 8-K filed with the  Commission  on January 20,
     2004.

4.   All reports  filed by us with the  Commission  pursuant to Section 13(a) or
     15(d) of the Securities  Exchange Act of 1934, as amended (the "1934 Act"),
     since the end of the fiscal year ended September 28, 2003.

5.   The description  and specimen  certificate of our Common Stock contained in
     our registration  statement under the 1934 Act,  including any amendment or
     report filed for the purpose of updating such description.


     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such  securities  then  remaining  unsold,  all reports and other  documents
subsequently filed by us pursuant to Sections 13(a),  13(c), 14, or 15(d) of the
1934 Act shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.


                              AVAILABLE INFORMATION


     We are subject to the reporting  requirements  of sections 13 and 15 (d) of
the 1934 Act and, in accordance  therewith,  file reports and other  information
with the Commission.  Such reports,  proxy  statements and other  information we
have  filed can be  inspected  and  copied at the  public  reference  facilities
maintained  by the  Commission in  Washington  D.C. at 450 Fifth  Street,  N.W.,
20549, and at the following  regional offices located at 26 Federal Plaza,  Room
1100,  New York,  New York  10278;  219  Dearborn  Street,  Room 1228,  Chicago,
Illinois,  60604; and at 410 Seventeenth  Street,  Suite 700,  Denver,  Colorado
80202.  Copies of these  materials  can be  obtained  from the Public  Reference
Section of the Commission,  450 Fifth Street, N.W.,  Washington,  D.C. 20549, at
prescribed  rates.  Please call  1-800-SEC-0330  for further  information on the
public  reference  rooms.  Our  filings  are also  available  to the public from
commercial document retrieval services and at the web site maintained by the SEC
at http://www.sec.gov.


     We will  provide,  without  charge,  to each  person to whom a copy of this
prospectus is delivered, upon the oral or written request of such person, a copy
of any and all  information  incorporated  by  reference  into this  prospectus.
Requests  for such  information  may be  directed  to  Joseph  E.  Katona,  III,
Starcraft Corporation, 1123 South Indiana Avenue, Goshen, Indiana 46526. We will
furnish  annual  reports  to our  shareholders,  which  will  contain  financial
statements audited by independent accountants,  and such other reports as we may
determine  to furnish  upon  written  request by each  shareholder  or as may be
required by law.

<PAGE>

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES


     Article  10  of  our  Articles  of  Incorporation,  pursuant  to  authority
contained  in  the  Indiana   Business   Corporation   Law,   provides  for  the
indemnification  of our  officers and  directors  against  expenses,  judgments,
settlements, penalties and fines that may be incurred by them in connection with
the defense of any action, suit or proceeding,  or in connection with any appeal
therein,  to which  they are made  parties  if they acted in good faith and in a
manner  they  reasonably  believed,  in the case of  conduct  in their  official
capacity,  was in our best interest and, in all other cases,  was not opposed to
our best interests and, with respect to any criminal action or proceeding,  they
either had reasonable cause to believe their conduct was lawful or no reasonable
cause to believe their conduct was unlawful. Such indemnification is required in
cases  where  the  directors  or  officers  are  successful,  on the  merits  or
otherwise, in the defense of any claim, issue or matter.


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

<PAGE>

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by Starcraft  Corporation  (the  "Company" or  "Starcraft")
pursuant  to the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are
incorporated by reference in this Registration Statement.

     (a) The Company's  Annual Report on Form 10-K for the year ended  September
28, 2003, filed with the Commission on December 15, 2003.

     (b) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
December 28, 2003.

     (c) The Company's Current Report on Form 8-K filed on January 20, 2004.

     (d)  The   information   set  forth  under  the  caption   "Description  of
Registrant's   Securities  to  be  Registered"  in  the  Company's  Registration
Statement on Form 8-A, filed with the Commission on June 3, 1993,  including any
amendments or reports filed for the purpose of updating that description.

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

Item 4. Description of Securities

          Not applicable.

Item 5. Interests of Named Experts and Counsel

          Not applicable.

Item 6. Indemnification of Directors and Officers

     Chapter 37 of the Indiana Business  Corporation  Law, as amended  ("IBCL"),
authorizes  every  Indiana  corporation  to indemnify its officers and directors
under  certain  circumstances  against  liability  incurred in  connection  with
proceedings  to which the  officers or  directors  are made parties by reason of
their   relationships  to  the  corporation.   Officers  and  directors  may  be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

     The Articles of  Incorporation of the Company provide that the officers and
directors  shall be  indemnified  and  advanced  expenses to the fullest  extent
permitted by the IBCL.

     The  Company  maintains   standard   directors'  and  officers'   liability
insurance.
<PAGE>

Item 7. Exemption from Registration.

          Not applicable.

Item 8. Exhibits.

          The exhibits  furnished with the Registration  Statement are listed on
          page E-1.

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  hereof (or the most  recent  post-effective  amendment  hereof)
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in this registration statement;

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

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  section  13 or  section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
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 (and 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 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.
<PAGE>

                                   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  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 Goshen, State of Indiana, on January 30, 2004.

                                        Starcraft Corporation


                                        By: /s/ Michael H. Schoeffler
                                           -------------------------------------
                                                Michael H. Schoeffler
                                                Co-Chief Executive Officer


Each person whose signature  appears below authorizes  Michael H. Schoeffler and
Joseph  E.  Katona  III,  and  each  of  them,  to file  one or more  amendments
(including  post-effective  amendments)  to the  Registration  Statement,  which
amendments may make such changes in the Registration Statement as either of them
deems  appropriate,  and each such person hereby appoints  Michael H. Schoeffler
and Joseph E. Katona III, and each of them,  as  attorney-in-fact  to execute in
the name and on behalf of each person individually,  and in each capacity stated
below, any such amendment to the Registration Statement.

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.
<TABLE>
<CAPTION>

                     Signature                                    Title                           Date

Principal Executive Officer:

<S>                                                <C>                                  <C>
/s/ Michael H. Schoeffler                          Co-Chief Executive Officer           January 30, 2004
--------------------------------
Michael H. Schoeffler

Principal Financial and Accounting Officer:

/s/ Joseph E. Katona, III                          Vice President and Chief Financial   January 30, 2004
--------------------------------
Joseph E. Katona, III                              Officer

A Majority of the Board of Directors:

/s/ Kelly L. Rose                                  Director                             January 30, 2004
--------------------------------
Kelly L. Rose


/s/ David J. Matteson                              Director                             January 30, 2004
--------------------------------
David J. Matteson


/s/ Allen H. Neuharth                              Director                             January 30, 2004
--------------------------------
Allen H. Neuharth


/s/ Jeffrey P. Beitzel                             Director                             January 30, 2004
--------------------------------
Jeffrey P. Beitzel


/s/ John M. Collins                                Director                             January 30, 2004
--------------------------------
John M. Collins


/s/ Michael H. Schoeffler                          Director                             January 30, 2004
--------------------------------
Michael H. Schoeffler


/s/ Michael J. Starshak                            Director                             January 30, 2004
--------------------------------
Michael J. Starshak


/s/ Douglass C. Goad                               Director                             January 30, 2004
--------------------------------
Douglass C. Goad


/s/ G. Raymond Stults                              Director                             January 30, 2004
--------------------------------
G. Raymond Stults


/s/ David L. Stewart                               Director                             January 30, 2004
--------------------------------
David L. Stewart


/s/ Richard C. Anderson                            Director                             January 30, 2004
--------------------------------
Richard C. Anderson
</TABLE>

<PAGE>


                                  EXHIBIT LIST

Number                                           Document

4.1       Article 6 - "Terms of Shares" and Article 9 - "Provisions  for Certain
          Business  Combinations" of the Registrant's Articles of Incorporation,
          as amended are incorporated  herein by reference to Exhibit 3.1 of the
          Registrant's  Quarterly  Report  on Form 10-Q for the  fiscal  quarter
          ending December 28, 2003.

4.2       Article III - "Shareholder  Meetings,"  Article VI - "Certificates for
          Shares" and Article VII - "Corporate Books and Records - Section 3" of
          the  Registrant's  Code of  By-Laws,  as amended are  incorporated  by
          reference to Exhibit 3.2 of the Registrant's  Quarterly Report on Form
          10-Q for the quarter ending December 28, 2003.

4.3       Rights Agreement,  dated as of August 12, 1997, between Registrant and
          Harris  Trust and  Savings  Bank,  as Rights  Agent.  Incorporated  by
          reference to the Registrant's 8-A filed September 9, 1997.

4.4       Starcraft  Corporation  1997  Incentive  Stock Plan,  as  amended,  is
          incorporated  herein by reference to Exhibit 10.4 of the  Registrant's
          Quarterly Report on Form 10-Q for the quarter ended December 28, 2003.

5         Opinion  of  Counsel  as to  the  legality  of  the  securities  being
          registered.

23.1      Consent of Crowe Chizek and Company LLC.

23.2      Consent of Counsel is included in Exhibit 5.

24        Power of Attorney (incorporated into signature page).
[{"type": "S-8", "sequence": "1", "filename": "strs8_0210.txt", "description": "STARCRAFT FORM S-8", "secsgml_size_bytes": 49386}]
{"company-data": {"conformed-name": "STARCRAFT CORP /IN/", "cik": "0000906473", "assigned-sic": "3714", "irs-number": "351817634", "state-of-incorporation": "IN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112870", "film-number": "04605029"}, "business-address": {"street1": "PO BOX 1903", "street2": "1123 SOUTH INDIANA AVENUE", "city": "GOSHEN", "state": "IN", "zip": "46526", "phone": "5745347827"}, "mail-address": {"street1": "1123 SOUTH INDIANA AVENUE", "street2": "POST OFFICE BOX 1903", "city": "GOSHEN", "state": "IN", "zip": "46527-1903"}, "former-company": {"former-conformed-name": "STARCRAFT AUTOMOTIVE CORP", "date-changed": "19930604"}}
Registration No. ______________________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              STARCRAFT CORPORATION
             (Exact name of registrant as specified in its charter)

-------------------------------------------- -----------------------------------
                  Indiana                                 35-1817634
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)
-------------------------------------------- -----------------------------------

                            1123 South Indiana Avenue
                              Goshen, Indiana 46526
               (address of Principal Executive Offices) (Zip Code)

                 STARCRAFT CORPORATION 1997 INCENTIVE STOCK PLAN
                              (Full title of plan)

                              Joseph E. Katona, III
                      Chief Financial Officer and Secretary
                              Starcraft Corporation
                            1123 South Indiana Avenue
                              Goshen, Indiana 46526
                     (Name and address of agent for service)

                                  574-534-7827
         (Telephone number, including area code, of agent for service.)
CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------------------
                                              Proposed Maximum         Proposed Maximum
 Title of Securities         Amount to be      Offering Price         Aggregate Offering      Amount of Registration
   to be Registered          Registered         Per Share                  Price (1)                 Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, without
par value, and common         497,225(3)       $17.98 (4)              $8,940,105.50 (4)          $1,133.00 (5)
stock purchase rights(2)
----------------------------------------------------------------------------------------------------------------------
(1)  Calculated  pursuant  to Rule  457(c) and (h),  on  February  9, 2004,  the
     average of the high and low price of the  registrant's  Common Stock on the
     Nasdaq SmallCap Market was $ 17.98.

(2)  No  additional  consideration  will be paid for the common  stock  purchase
     rights.

(3)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended (the "Securities Act"), this registration  statement also covers an
     indeterminate number of additional shares as may be authorized in the event
     of an  adjustment as a result of an increase in the number of issued shares
     of Common Stock  resulting from the payment of dividends or stock splits or
     certain other capital adjustments.

(4)  Estimated solely for the purpose of calculating the registration fee.

(5)  This registration statement also includes a reoffer prospectus. Pursuant to
     Rule 416, no additional fee is required.

     Approximate Date of Commencement of Proposed Sale to the Public:  From time
to time after the Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
EXPLANATORY NOTE

     Under  Cover  of  this  Form  S-8 is our  reoffer  prospectus  prepared  in
accordance  with Part I of Form S-3 under the 1933 Act.  Our reoffer  prospectus
has been prepared  pursuant to Instruction C of Form S-8, in accordance with the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on a continuous  or delayed basis in the future of up to an aggregate of 497,225
"control securities" which may be issued,  pursuant to the Starcraft Corporation
1997 Incentive Stock Plan.

                                     Part I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing information specified by Part I of this Form S-8
Registration  Statement (the "Registration  Statement") will be sent or given to
participants  in the  Starcraft  Corporation  1997  Incentive  Stock  Plan  (the
"Plan"),  as specified  in Rule  428(b)(1)  promulgated  by the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended  (the  "1933  Act").  Such  document(s)  are not  being  filed  with the
Commission but constitute  (along with the documents  incorporated  by reference
into  the  Registration  Statement  pursuant  to Item 3 of Part  II  hereof),  a
prospectus that meets the requirements of Section 10(a) of the 1933 Act.

                               REOFFER PROSPECTUS

                              STARCRAFT CORPORATION

                                497,225 Shares of

                         Common Stock, without par value

     We have issued or may issue the 497,225 shares of our common stock, without
par value  ("Common  Stock"),  offered  hereby (the  "Shares") to Kelly L. Rose,
David J.  Matteson,  Allen H.  Neuharth,  Jeffrey P.  Beitzel,  John M. Collins,
Michael H. Schoeffler, Michael J. Starshak, Douglass C. Goad, G. Raymond Stults,
David L. Stewart,  Richard C. Anderson and Joseph E. Katona, III, who are herein
collectively  referred  to as  "Selling  Shareholders."  The  Shares  constitute
"control  securities."  Pursuant  to stock  options  which may be granted to the
Selling   Shareholders,   we  may  issue  497,225  Shares  under  the  Starcraft
Corporation  1997  Incentive  Stock Plan (the "1997  Incentive  Plan").  Selling
Shareholders  may  offer  some or all of the  Shares  issued  to them  under the
Incentive  Plan for sale  from time to time at prices  and terms  negotiated  in
individual transactions, in brokers transactions negotiated immediately prior to
sale, or in a  combination  of the  foregoing.  We will not receive any proceeds
from such sales.  Selling Shareholders and any broker-dealers who participate in
selling the Shares may be deemed "underwriters" as defined by the Securities Act
of  1933,  as  amended  (the  "1933  Act").  Commissions  paid or  discounts  or
concessions  allowed  such  broker-dealers,  as well as any profit  received  on
resale of the Shares by broker-dealers  purchasing for their own accounts may be
deemed to be underwriting  discounts and  commissions.  Selling  Shareholders or
purchasers of the Shares will pay all discounts, commissions and fees related to
the sale of the  Shares.  We have  paid the costs of  filing  this  registration
statement with the Securities and Exchange  Commission  (the  "Commission")  and
will pay the costs of  registering or qualifying the Shares under the securities
laws of any jurisdiction  where such registration or qualification is necessary.
We estimate that the expenses of this offering,  which we will incur,  including
registration  fees,  legal fees,  transfer  agent fees and printing  costs,  but
excluding  underwriting discounts and commissions which shall be paid by Selling
Shareholders, will not exceed $5,000.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE  PURCHASE OF THESE  SECURITIES  INVOLVES  SUBSTANTIAL  RISK.  SEE "RISK
FACTORS" ON PAGE 1.

     The Selling  Shareholders will be selling the Shares at the then prevailing
market  price for our Common  Stock.  Our  Common  Stock is traded on the Nasdaq
SmallCap  Market under the symbol  "STCR." On February 9, 2004, the closing sale
price of the Common Stock was $17.62.

     No person has been  authorized in connection  with any offering made hereby
to give any  information  or to make any  representation  not  contained in this
prospectus.  If any such information is given or any such  representation  made,
the information or representation  should not be relied upon as if authorized by
us. This prospectus is not an offer to sell or a solicitation of an offer to buy
any securities  other than the Shares offered by this  prospectus,  nor is it an
offer to sell or a  solicitation  of an offer to buy any of the  Shares  offered
hereby  in any  jurisdiction  where  it is  unlawful  to make  such an  offer or
solicitation.  Neither the delivery of this  prospectus  nor any sale  hereunder
shall under any  circumstances  imply that the information in this prospectus is
correct any time subsequent to February 9, 2004.

     The date of this prospectus is February 9, 2004.
TABLE OF CONTENTS

Summary........................................................................1

Our Company....................................................................1

Risk Factors...................................................................1

Use of Proceeds................................................................4

Selling Shareholders...........................................................4

Plan of Distribution...........................................................5

Description of Securities to be Registered.....................................6

Incorporation of Certain Information by Reference..............................6

Available Information..........................................................6

Disclosure of Commission Position on Indemnification for Securities Act
   Liabilities.................................................................7
SUMMARY

     This  prospectus has been prepared in accordance  with the  requirements of
form S-3 under the 1933 Act pursuant to General Instruction C of Form S-8 solely
with regard to the resale of the Shares by the Selling Shareholders.  Unless the
context indicates otherwise, any of the terms "us," "we," "it" and "our" include
and refer to Starcraft Corporation.  Our principle executive offices are located
at 1123 South Indiana Avenue,  Goshen,  Indiana 46526.  Our telephone  number is
(574) 534-7827.

                                   OUR COMPANY

     An Indiana corporation founded in 1990, we are a second-stage  manufacturer
of motor vehicles,  primarily pick-up trucks and sport utility vehicles. Engaged
in original  equipment  manufacturer  ("OEM")  automotive supply. We provide and
install upfit appearance items on vehicles provided by and returned to the OEM.

     Our customer operates in the automotive industry.  Substantially all of our
OEM automotive supply sales are to one customer in the United States.

     Our shares  currently  are listed on the Nasdaq  SmallCap  Market under the
symbol "STCR."
RISK FACTORS

     An investment in our Common Stock is highly speculative and involves a high
degree of risk. Therefore, you should carefully consider all of the risk factors
discussed  below, as well as the other  information  contained in this document.
You should not  invest in our  Common  Stock  unless you can afford to lose your
entire investment and you are not dependent on the funds you are investing.  The
following risk factors are  interrelated  and,  consequently,  investors  should
treat such risk factors as a whole.

Our  operations  could be adversely  affected by  unforeseen  general  operating
contingencies.

     We may not be able to attract and retain  employees with sufficient  skills
to conduct our  operations  efficiently  and may from time to time be subject to
work  slow-downs  or  stoppages.  We may also be adversely  affected by delay or
unavailability of supply of numerous component parts. We will not always be able
to satisfy our capital  requirements  with  internally  generated funds and from
time to time,  need to rely on bank  financing  and other  third  party  capital
resources. There is no assurance that such resources will always be available to
us.  There  likewise  is no  assurance  as to the terms  that will  apply to any
financing  we may obtain in the future or to our  ability to  continue to comply
with such terms over time.

Potential future business acquisitions could disrupt our business or prove to be
unprofitable.

     We may be engaged in negotiations  from time to time regarding  prospective
acquisitions of related  businesses.  Such acquisitions could be material to our
operations  and,  if  effected,  could have a material  effect on our  financial
condition or results of operations.  There is no assurance as to when or whether
we will be able to  effect  acquisitions,  whether  we will be able to  generate
requisite funding to effect such acquisitions,  or as to the terms on which such
acquisitions  may be effected.  We may have less  experience  manufacturing  and
marketing  the  products of a company we may acquire than we have in our current
business. There is no assurance that such new acquisitions will be profitable.

Reduced  gasoline  availability  and/or higher  interest  rates could  adversely
affect the demand for our products.

     A significant increase in the price of gasoline could reduce demand for our
products because it would increase the cost of operating these products. Because
many consumers finance their purchase of vehicles, the availability of financing
and level of  interest  rates can affect a  consumer's  purchasing  decision.  A
decline in general economic conditions or consumer confidence can be expected to
affect our sales adversely.

The  success  of our  business  depends  to a  significant  extent  upon our OEM
automotive supply sales to General Motors.

     All of our OEM  automotive  supply  sales in 2003,  2002,  and 2001 were to
General  Motors.  To continue to compete  effectively  for GM's business we must
continue to satisfy GM's pricing, service, technology and increasingly stringent
quality and reliability requirements.  While we intend to focus on retaining and
winning GM's business, we cannot assure you that we will succeed in doing so. To
the extent we do not maintain our  existing  level of business  with GM, we will
need to attract new  customers.  We cannot assure you that we will be successful
in expanding our customer base. Our failure to do so could adversely  affect our
business. We operate under multiple long-term contracts with GM. Continued sales
and growth of our business is subject to our ability to continue  satisfactorily
to perform and to obtain such  contracts  over time.  Our failure to do so could
adversely affect our business.

The cyclical nature of automotive production and sales, particularly GM's, could
adversely affect our business.

     Our OEM  automotive  supply sales are directly  impacted by the size of the
automotive  industry  and GM's  market  share,  particularly  in the  market for
pick-up trucks and sport utility vehicles.  Automobile  production and sales are
highly  cyclical and depend on general  economic  conditions  and other factors,
including consumer spending and preferences. In addition,  automotive production
can be  affected  by labor  relations  issues,  regulatory  requirements,  trade
agreements and other factors.  Further,  GM periodically  reduces  production or
closes  plants  for  several  months  for model  changeovers.  During the fourth
quarter  of  fiscal  year  2000,  one of our two  manufacturing  facilities  was
substantially  shut down as a result of GM's model  changeover.  This  adversely
affected our fourth quarter results.  The shut down continued through the second
quarter of fiscal 2001. A decline in sales in the  automotive  market or in GM's
automotive  sales,  or  production  cutbacks  and  plant  shut  downs  for model
changeovers by GM, could have an adverse impact on our sales and profits.
New regulations or failing to comply with applicable regulations could adversely
affect our results of operations.

     We are subject to various foreign, Federal, state and local regulations. We
must  comply  with  certain  Federal  and  state  regulations  relating  to  the
disposition  of hazardous  wastes  generated in our  production  processes.  Our
failure to comply with applicable regulations or changes in current regulations,
including  the  adoption  of  new  safety  or  environmental  standards,   could
materially adversely affect our results of operations.

Competition may limit our growth and profitability.

     The OEM  automotive  supply  business is highly  competitive,  with several
large  companies  and units of major  vehicle  manufacturers  competing  in this
market.  We  principally  compete for business at the  beginning of the sourcing
process for vehicle models that vehicle  manufacturers  plan to introduce to the
market in later  years and upon  redesign of existing  vehicle  models.  Vehicle
manufacturers  rigorously  evaluate  suppliers on the basis of product  quality,
price,  reliability,  timeliness of delivery,  technical  expertise and customer
service.  There  is no  assurance  we  will  be able  to  maintain  our  current
competitive position in this market. Our future growth and productivity could be
adversely affected if we are unable to successfully compete in the future.

Potential product liability claims could adversely affect our profitability.

     Like other automotive  manufacturers,  we may be subject to claims that our
products  caused  or  contributed  to  damage or  injury  sustained  in  vehicle
accidents or may be required to recall products  deemed unsafe.  Any such claims
in excess of our insurance  coverage or material  product recall  expenses could
adversely affect our financial condition and results of operations.

Voting  control by management  and  anti-takeover  provisions in our articles of
incorporation could impede potential takeovers.

     The Selling Shareholders collectively control 58.9% of the shares of Common
Stock.  The  voting  power of their  shares  will  likely  enable  them,  acting
together,  to determine  the outcome of elections of directors and other matters
submitted  for  shareholder  consideration.   See  "Selling  Shareholders."  Our
articles  of  incorporation   contain  certain  provisions  which  could  be  an
impediment to a non-negotiated  change in control,  including provisions for the
issuance of series of preferred stock with  preferences  determined by our Board
of  Directors  without  obtaining  shareholder  approval  thereof.  The Board of
Directors is separated into three classes,  serving staggered  three-year terms.
Such staggered terms could have the effect of delaying a change in a majority of
the  directors  for up to two  years,  even  if  holders  of a  majority  of the
outstanding shares of Common Stock desired such a change.  Further,  Indiana law
contains  provisions  that  restrict  the  acquisition  of control of us.  These
provisions,  along with the effective  voting control of our  management,  could
impede  potential  merger  transactions  or block  changes  to our  articles  of
incorporation, which could adversely affect the trading price of our stock.

We have never paid cash dividends on our Common Stock and do not intend to do so
in the near future.

     We have not paid cash  dividends on our Common Stock in the past and do not
intend to pay any cash dividends to shareholders in the foreseeable  future.  We
intend to retain earnings, if any, for use in the operation and expansion of our
business.  Any investor  who  purchases  our Common Stock should not  anticipate
receiving any cash dividends on the Common Stock at any time in the  foreseeable
future.  Payment of dividends is within the discretion of our Board of Directors
and will depend, among other things, upon earnings,  capital  requirements,  any
financing agreement covenants and the financial condition of the Company.
Our  Shareholder  Rights  Plan may make  potential  tender  offers  or  takeover
attempts more difficult.

     In August 1997, we adopted a Shareholder  Rights Plan issuing one right for
each  outstanding  share of Common  Stock.  Each right  entitles the  registered
holder to purchase  from us one share of Common Stock at $15 per share,  subject
to  adjustment.  The rights become  exercisable if a person or group (other than
certain  related  persons)  acquires or announces a tender offer for  prescribed
percentages of our shares Common Stock or is declared an "adverse person" by our
Board of Directors.  In these events,  each right holder may purchase  shares of
Common Stock with a value equal to twice the exercise price. Furthermore,  if we
engage in certain mergers or similar business  combinations,  a right holder may
purchase shares of the acquiring  company with a value of two times the purchase
price of the right. The rights expire on August 12, 2007. These provisions could
may make it difficult and expensive to pursue a tender offer,  change in control
or takeover attempt which our management opposes. As a result,  shareholders who
might desire to participate in such a transaction may not have an opportunity to
do so.

The issuance of additional  shares of our Common Stock will reduce the ownership
and voting power of our shareholders.

     The exercise by the Selling Shareholders of all of the options which may be
granted  under  the  1997  Incentive  Plan  would  increase  the  amount  of our
outstanding Common Stock by 497,225 shares, or by approximately 5.56%. Potential
investors  should  be aware  that any  such  stock  issuances  may  result  in a
reduction of the book value or market price of our outstanding  shares of Common
Stock. If these shares are issued from our authorized but unissued shares,  such
issuance  will  reduce  the  proportionate  ownership  and  voting  power of our
existing  shareholders.  Further, if the Selling  Shareholders retain the Shares
they acquire upon their exercise of the options,  their  respective  holdings of
Common Stock, and the effective voting control that they currently  collectively
hold, would increase.

                                 USE OF PROCEEDS

     We will not receive any of the  proceeds  from the sale of shares of Common
Stock by the Selling Shareholders.

                              SELLING SHAREHOLDERS

     The  Selling  Shareholders  may sell,  from time to time,  a total of up to
497,225 Shares issued  pursuant to the 1997 Incentive  Plan, to them pursuant to
options or  awards,  if any,  made to such  persons  under the Plan.  The twelve
Selling Shareholders are as follows.

         Kelly L. Rose          Director, Chairman, Assistant Secretary
         David J. Matteson      Director
         Allen H. Neuharth      Director
         Jeffrey P. Beitzel     Director, Co-Chief Executive Officer
         John M. Collins        Director
         Michael H. Schoeffler  Director, Co-Chief Executive Officer
         Michael J. Starshak    Director
         Douglass C. Goad       Director, Executive Vice President (Operations)
         G. Raymond Stults      Director
         David L. Stewart       Director
         Richard C. Anderson    Director, Executive Vice President (Engineering)
         Joseph E. Katona, III  Chief Financial Officer and Secretary
The following table sets forth certain information regarding the beneficial
ownership  of Common Stock by the Selling  Shareholders  as of January 26, 2004,
and the number of Shares being offered by this prospectus.
Number of Shares                           Number of Shares
Name                               Beneficially                               Beneficially              Percentage
                                       Owned         Shares Covered       Owned After Offering        of Outstanding
                                     Prior to       By This Reoffer            Presuming               Shares After
                                    Offering(1)      Prospectus (7)    All Shares Offered Are Sold(7)  This Offer (7)
                                 ----------------    --------------   ---------------------------      --------------
Kelly L. Rose(2)(3)               1,815,447               (6)                     1,790,389                20.3%
David J. Matteson(3)                  9,225               (6)                         4,225                    *
Allen H. Neuharth(3)(4)               1,600               (6)                         1,600                    *
Jeffrey P. Beitzel(5)             1,079,140               (6)                     1,079,140                12.8%
John M. Collins(3)                   23,800               (6)                        18,800                    *
Michael H. Schoeffler(3)            229,025               (6)                       179,025                 2.1%
Michael J. Starshak(3)               13,000               (6)                             0                    *
Douglass C. Goad                  1,116,352               (6)                     1,116,352                13.2%
G. Raymond Stults(3)                 24,005               (6)                        19,005                    *
David L. Stewart (3)                 13,000               (6)                             0                    *
Richard C. Anderson               1,116,352               (6)                     1,116,352                13.2%
Joseph E. Katona, III                20,000               (6)                             0                    *
Participants in the 1997
Incentive Plan which may
include the persons named                             497,225                           ---
above.                                  ---                                                                  ---
                                 ----------------    --------------   ---------------------------      --------------
                                  5,460,946           497,225                     5,324,888                58.9%
_________________________

*indicates less than 1%

(1)  Based upon information  furnished by the respective  Selling  Shareholders.
     Under applicable regulations, shares are deemed to be beneficially owned by
     a person if he  directly or  indirectly  has or shares the power to vote or
     dispose of the shares,  whether or not he has any  economic  interest  with
     respect to the shares. Includes shares beneficially owned by members of the
     immediate families of the Selling Shareholders  residing in their homes and
     also includes options that are exercisable within the next 60 days.

(2)  Includes 105,000 shares owned by Mr. Rose's spouse, 26,722 shares held in a
     charitable foundation as to which Mr. Rose disclaims beneficial ownership.

(3)  Includes the  following  shares  subject to currently  exercisable  options
     granted  under the Starcraft  Corporation  1993 Stock  Incentive  Plan (the
     "1993  Incentive  Plan") and/or the 1997  Incentive Plan (together with the
     1993  Incentive  Plan, the  "Incentive  Plans"):  391,250 shares subject to
     currently  exercisable  options held by Mr. Rose; 160,250 shares subject to
     exercisable options held by Mr. Schoeffer;  5,000, 8,150,  13,000,  13,000,
     5,000 and 13,000  shares  subject to  currently  exercisable  options  held
     respectively  by each of Mr.  Collins,  Mr.  Matteson,  Mr.  Neuharth,  Mr.
     Stewart, Mr. Stults and Mr. Starshak.

(4)  Shares are held in trusts for the benefit of family members.

(5)  Excludes  37,212 shares to be held after the Wheel to Wheel  acquisition by
     an  independent  trustee  for  the  benefit  of  members  of Mr.  Beitzel's
     immediate family.

(6)  Number of shares  subject to options to be issued under the 1997  Incentive
     Plan to the Selling  Shareholders which, if issued, upon exercise,  will be
     covered for resale  pursuant to this  prospectus  is subject to awards that
     may be made under the 1997 Incentive Plan from time to time and, therefore,
     is not yet determinable.

(7)  Includes the following  shares subject to options  already issued under the
     1997 Incentive Plan: Mr. Rose (25,058),  Mr. Matteson (5,000), Mr. Neuharth
     (13,000),  Mr. Collins  (5,000),  Mr.  Schoeffler  (50,000),  Mr.  Starshak
     (13,000), Mr. Stults (5,000), Mr. Stewart (13,000) and Mr. Katona (20,000).

                              PLAN OF DISTRIBUTION

     Selling  Shareholders  may  sell  the  Shares  from  time  to  time  in the
over-the-counter market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated  transactions.
Sales of Shares may be  effected  at the time of, and in  connection  with,  the
Selling  Shareholder's  exercise of options  under which we issue such Shares to
the  Selling  Shareholder.  Selling  Shareholders  expect to employ  brokers  or
dealers  in order to sell the  Shares.  Brokers  or  dealers  engaged by Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from Selling  Shareholders or from
purchasers  in amounts to be  negotiated  immediately  prior to the sale,  which
commissions  and  discounts are not expected to deviate from usual and customary
brokers'  commissions.  Neither we nor  Selling  Shareholders  expect to employ,
utilize or otherwise engage any finders to assist in the sales of the Shares.

     There is no assurance that Selling Shareholders will offer for sale or sell
any or all of the Shares registered pursuant to this prospectus.
DESCRIPTION OF SECURITIES TO BE REGISTERED

     We have the authority to issue  20,000,000  shares of Common  Stock.  As of
January 26,  2004,  there were  8,431,127  shares of our Common Stock issued and
outstanding.  The holders of our Common  Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders. Holders
of shares of Common Stock have no cumulative,  conversion,  preemptive, dividend
or other subscription rights, and there are no redemption  provisions applicable
to the Common Stock.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The  following  documents  filed  by us  with  the  Commission  are  hereby
incorporated herein by reference:

1.   Our Annual  Report on Form 10-K for the fiscal  year  ended  September  28,
     2003.

2.   Our Quarterly Report on Form 10-Q for the fiscal quarter ended December 28,
     2003.

3.   Our  Current  Report on Form 8-K filed with the  Commission  on January 20,
     2004.

4.   All reports  filed by us with the  Commission  pursuant to Section 13(a) or
     15(d) of the Securities  Exchange Act of 1934, as amended (the "1934 Act"),
     since the end of the fiscal year ended September 28, 2003.

5.   The description  and specimen  certificate of our Common Stock contained in
     our registration  statement under the 1934 Act,  including any amendment or
     report filed for the purpose of updating such description.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such  securities  then  remaining  unsold,  all reports and other  documents
subsequently filed by us pursuant to Sections 13(a),  13(c), 14, or 15(d) of the
1934 Act shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.

                              AVAILABLE INFORMATION

     We are subject to the reporting  requirements  of sections 13 and 15 (d) of
the 1934 Act and, in accordance  therewith,  file reports and other  information
with the Commission.  Such reports,  proxy  statements and other  information we
have  filed can be  inspected  and  copied at the  public  reference  facilities
maintained  by the  Commission in  Washington  D.C. at 450 Fifth  Street,  N.W.,
20549, and at the following  regional offices located at 26 Federal Plaza,  Room
1100,  New York,  New York  10278;  219  Dearborn  Street,  Room 1228,  Chicago,
Illinois,  60604; and at 410 Seventeenth  Street,  Suite 700,  Denver,  Colorado
80202.  Copies of these  materials  can be  obtained  from the Public  Reference
Section of the Commission,  450 Fifth Street, N.W.,  Washington,  D.C. 20549, at
prescribed  rates.  Please call  1-800-SEC-0330  for further  information on the
public  reference  rooms.  Our  filings  are also  available  to the public from
commercial document retrieval services and at the web site maintained by the SEC
at http://www.sec.gov.

     We will  provide,  without  charge,  to each  person to whom a copy of this
prospectus is delivered, upon the oral or written request of such person, a copy
of any and all  information  incorporated  by  reference  into this  prospectus.
Requests  for such  information  may be  directed  to  Joseph  E.  Katona,  III,
Starcraft Corporation, 1123 South Indiana Avenue, Goshen, Indiana 46526. We will
furnish  annual  reports  to our  shareholders,  which  will  contain  financial
statements audited by independent accountants,  and such other reports as we may
determine  to furnish  upon  written  request by each  shareholder  or as may be
required by law.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

     Article  10  of  our  Articles  of  Incorporation,  pursuant  to  authority
contained  in  the  Indiana   Business   Corporation   Law,   provides  for  the
indemnification  of our  officers and  directors  against  expenses,  judgments,
settlements, penalties and fines that may be incurred by them in connection with
the defense of any action, suit or proceeding,  or in connection with any appeal
therein,  to which  they are made  parties  if they acted in good faith and in a
manner  they  reasonably  believed,  in the case of  conduct  in their  official
capacity,  was in our best interest and, in all other cases,  was not opposed to
our best interests and, with respect to any criminal action or proceeding,  they
either had reasonable cause to believe their conduct was lawful or no reasonable
cause to believe their conduct was unlawful. Such indemnification is required in
cases  where  the  directors  or  officers  are  successful,  on the  merits  or
otherwise, in the defense of any claim, issue or matter.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by Starcraft  Corporation  (the  "Company" or  "Starcraft")
pursuant  to the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are
incorporated by reference in this Registration Statement.

     (a) The Company's  Annual Report on Form 10-K for the year ended  September
28, 2003, filed with the Commission on December 15, 2003.

     (b) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
December 28, 2003.

     (c) The Company's Current Report on Form 8-K filed on January 20, 2004.

     (d)  The   information   set  forth  under  the  caption   "Description  of
Registrant's   Securities  to  be  Registered"  in  the  Company's  Registration
Statement on Form 8-A, filed with the Commission on June 3, 1993,  including any
amendments or reports filed for the purpose of updating that description.

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

Item 4. Description of Securities

          Not applicable.

Item 5. Interests of Named Experts and Counsel

          Not applicable.

Item 6. Indemnification of Directors and Officers

     Chapter 37 of the Indiana Business  Corporation  Law, as amended  ("IBCL"),
authorizes  every  Indiana  corporation  to indemnify its officers and directors
under  certain  circumstances  against  liability  incurred in  connection  with
proceedings  to which the  officers or  directors  are made parties by reason of
their   relationships  to  the  corporation.   Officers  and  directors  may  be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

     The Articles of  Incorporation of the Company provide that the officers and
directors  shall be  indemnified  and  advanced  expenses to the fullest  extent
permitted by the IBCL.

     The  Company  maintains   standard   directors'  and  officers'   liability
insurance.
Item 7. Exemption from Registration.

          Not applicable.

Item 8. Exhibits.

          The exhibits  furnished with the Registration  Statement are listed on
          page E-1.

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  hereof (or the most  recent  post-effective  amendment  hereof)
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in this registration statement;

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

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  section  13 or  section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
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 (and 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 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  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 Goshen, State of Indiana, on January 30, 2004.

                                        Starcraft Corporation

                                        By: /s/ Michael H. Schoeffler
                                           -------------------------------------
                                                Michael H. Schoeffler
                                                Co-Chief Executive Officer

Each person whose signature  appears below authorizes  Michael H. Schoeffler and
Joseph  E.  Katona  III,  and  each  of  them,  to file  one or more  amendments
(including  post-effective  amendments)  to the  Registration  Statement,  which
amendments may make such changes in the Registration Statement as either of them
deems  appropriate,  and each such person hereby appoints  Michael H. Schoeffler
and Joseph E. Katona III, and each of them,  as  attorney-in-fact  to execute in
the name and on behalf of each person individually,  and in each capacity stated
below, any such amendment to the Registration Statement.

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

Principal Executive Officer:
/s/ Michael H. Schoeffler                          Co-Chief Executive Officer           January 30, 2004
--------------------------------
Michael H. Schoeffler

Principal Financial and Accounting Officer:

/s/ Joseph E. Katona, III                          Vice President and Chief Financial   January 30, 2004
--------------------------------
Joseph E. Katona, III                              Officer

A Majority of the Board of Directors:

/s/ Kelly L. Rose                                  Director                             January 30, 2004
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Kelly L. Rose

/s/ David J. Matteson                              Director                             January 30, 2004
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David J. Matteson

/s/ Allen H. Neuharth                              Director                             January 30, 2004
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Allen H. Neuharth

/s/ Jeffrey P. Beitzel                             Director                             January 30, 2004
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Jeffrey P. Beitzel

/s/ John M. Collins                                Director                             January 30, 2004
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John M. Collins

/s/ Michael H. Schoeffler                          Director                             January 30, 2004
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Michael H. Schoeffler

/s/ Michael J. Starshak                            Director                             January 30, 2004
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Michael J. Starshak

/s/ Douglass C. Goad                               Director                             January 30, 2004
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Douglass C. Goad

/s/ G. Raymond Stults                              Director                             January 30, 2004
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G. Raymond Stults

/s/ David L. Stewart                               Director                             January 30, 2004
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David L. Stewart

/s/ Richard C. Anderson                            Director                             January 30, 2004
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Richard C. Anderson
EXHIBIT LIST

Number                                           Document

4.1       Article 6 - "Terms of Shares" and Article 9 - "Provisions  for Certain
          Business  Combinations" of the Registrant's Articles of Incorporation,
          as amended are incorporated  herein by reference to Exhibit 3.1 of the
          Registrant's  Quarterly  Report  on Form 10-Q for the  fiscal  quarter
          ending December 28, 2003.

4.2       Article III - "Shareholder  Meetings,"  Article VI - "Certificates for
          Shares" and Article VII - "Corporate Books and Records - Section 3" of
          the  Registrant's  Code of  By-Laws,  as amended are  incorporated  by
          reference to Exhibit 3.2 of the Registrant's  Quarterly Report on Form
          10-Q for the quarter ending December 28, 2003.

4.3       Rights Agreement,  dated as of August 12, 1997, between Registrant and
          Harris  Trust and  Savings  Bank,  as Rights  Agent.  Incorporated  by
          reference to the Registrant's 8-A filed September 9, 1997.

4.4       Starcraft  Corporation  1997  Incentive  Stock Plan,  as  amended,  is
          incorporated  herein by reference to Exhibit 10.4 of the  Registrant's
          Quarterly Report on Form 10-Q for the quarter ended December 28, 2003.

5         Opinion  of  Counsel  as to  the  legality  of  the  securities  being
          registered.

23.1      Consent of Crowe Chizek and Company LLC.

23.2      Consent of Counsel is included in Exhibit 5.

24        Power of Attorney (incorporated into signature page).