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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933
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BANDAG, INCORPORATED
(Exact name of registrant as specified in its charter)

IOWA I.R.S. Employer I.D. No. 42-0802143
(State or other jurisdiction
of incorporation or organization)

2905 North Highway 61
Muscatine, Iowa 52761-5886
(Address of principal executive offices) (Zip Code)

BANDAG, INCORPORATED STOCK AWARD PLAN
(Full title of the plan)

Martin G. Carver With a copy to:
Chief Executive Officer and President
Bandag, Incorporated Phillip J. Hanrahan
2905 North Highway 61 Foley & Lardner
Muscatine, Iowa 52761 777 East Wisconsin Avenue
(319) 262-1400 Milwaukee, WI 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

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Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered (1) Per Share Price Registration Fee
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Class A Common Stock,
$1 par value 1,500,000 shares $24.97 (2) $37,455,000(2) $9,363.75 (3)
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1. Plus such indeterminate number of shares pursuant to Rule 416 under
the Securities Act of 1933, as amended (the "Securities Act"), as
may be issued in respect of stock splits, stock dividends, or
similar transactions.

2. Estimated pursuant to Rule 457(c) of the Securities Act solely for
the purpose of calculating the registration fee based on the average
of the high and low prices for Bandag Incorporated Class A Common
Stock as reported on The New York Stock Exchange on August 14, 2001.

3. The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act as follows: .000250 times the Proposed Maximum
Aggregate Offering Price.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

On November 16, 2000, Bandag, Incorporated, an Iowa corporation (the
"Registrant"), filed a Registration Statement on Form S-8 (File No. 333-50082)
to register 900,000 shares of the Registrant's Class A Common Stock, par value
$1.00 per share (the "Class A Common Stock"), issuable under the Bandag,
Incorporated Stock Award Plan (the "Stock Award Plan").

On March 13, 2001, the Board of Directors of the Registrant approved an
amendment to the Stock Award Plan to increase the number of shares of Class A
Common Stock from 900,000 to 2,400,000. On May 15, 2001, the shareholders of the
Registrant approved this amendment. The purpose of this Registration Statement
is to register 1,500,000 additional shares of the Class A Common Stock in
connection with the Stock Award Plan.

Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statement on Form S-8 (Reg. No. 333-50082), including
the documents incorporated by reference therein, are incorporated by reference
into this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission as part
of this Form S-8 Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:

Exhibit No. Exhibit

4.1 Amendments to the Bandag, Incorporated Stock Award Plan
(Incorporated by reference to Appendix B to the Registrant's
Definitive Proxy Statement on Schedule 14A filed on April 11,
2001 (File No. 001-07007)).

4.2 Bandag, Incorporated Stock Award Plan (Incorporated by
reference to Exhibit No. 4.1 to the Registrant's Registration
Statement on Form S-8 (File No. 333-50082)).

4.3 Form of Bandag, Incorporated Stock Award Plan Restricted Stock
Award Agreement (Incorporated by reference to Exhibit No. 4.2
to the Registrant's Registration Statement on Form S-8 (File
No. 333-50082)).

4.4 Form of Bandag, Incorporated Stock Award Plan Nonqualified
Stock Option Award Agreement (Incorporated by reference to
Exhibit No. 4.3 to the Registrant's Registration Statement on
Form S-8 (File No. 333-50082)).

4.5 Form of Beneficiary Designation for use in connection with the
Bandag, Incorporated Stock Award Plan (Incorporated by
reference to Exhibit No. 4.4 to the Registrant's Registration
Statement on Form S-8 (File No. 333-50082)).

4.6 Restated Articles of Incorporation, effective December 30,
1986 (Incorporated by reference to Exhibit No. 3.2 to the
Registrant's Form 10-K for the year ended December 31, 1992).

4.7 Articles of Amendment to Bandag, Incorporated's Articles of
Incorporation, effective May 6, 1992 (Incorporated by
reference to Exhibit No. 3.3 to the Registrant's Form 10-K for
the year ended December 31, 1992).

5 Opinion of Foley & Lardner

23.1 Consent of Ernst & Young LLP

23.2 Consent of Foley & Lardner (contained in Exhibit 5 hereto)

24 Power of Attorney relating to subsequent amendments (included
on the signature page to this Registration Statement)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Muscatine and State of Iowa on this 14th day of
August, 2001.

BANDAG, INCORPORATED

By: /s/ Martin G. Carver
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Martin G. Carver
Chairman of the Board,
Chief Executive Officer,
President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints Martin G. Carver and Warren W. Heidbreder each of
them individually, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and revocation, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.

Signature Title Date

/s/ Martin G. Carver Chairman of the Board, August 14, 2001
- -------------------------- Chief Executive Officer,
Martin G. Carver President and Director
(Principal Executive Officer)

/s/ Warren W. Heidbreder Vice President and August 14, 2001
- -------------------------- Chief Financial Officer
Warren W. Heidbreder (Principal Financial Officer)

/s/ Charles W. Vesey Corporate Controller August 14, 2001
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Charles W. Vesey

Director August __, 2001
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Robert T. Blanchard

Director August __, 2001
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Lucille A. Carver

/s/ Roy J. Carver Director August 14, 2001
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Roy J. Carver, Jr.

/s/ Gary E. Dewel Director August 14, 2001
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Gary E. Dewel

/s/ James R. Everline Director August 14, 2001
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James R. Everline

/s/ Phillip J. Hanrahan Director August 14, 2001
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Phillip J. Hanrahan

/s/ Edgar D. Jannotta Director August 14, 2001
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Edgar D. Jannotta

/s/ R. Stephen Newman Director August 14, 2001
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R. Stephen Newman

EXHIBIT INDEX