1
Registration No. __
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UNITED STATES
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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CENTRUM INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)

DELAWARE 34-1654011
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)

6135 TRUST DRIVE, SUITE 104A
HOLLAND, OHIO 43528
(419) 868-3441
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(Address and telephone number of Registrant's Principal Executive Offices)

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CENTRUM INDUSTRIES, INC. INDIVIDUAL STOCK OPTION AGREEMENTS WITH DIRECTORS,
EMPLOYEES, AND FORMER EMPLOYEES
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(Full titles of the Plans)

Copies of all communications to:

TIMOTHY M. HUNTER REGINA M. JOSEPH, ESQUIRE
Chief Financial Officer Fuller & Henry P.L.L.
Centrum Industries, Inc. One SeaGate, Suite 1700
c/o McInnes Steel Company P.O. Box 2088
401 East Main Street Toledo, Ohio 43603
Corry, Pennsylvania 16407 (419) 247-2528
(814) 664-9664
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(Name, address and telephone number of
agent for service)

Calculation of Registration Fee

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Proposed Maximum Proposed Maximum
Title of Securities Amount of Shares Offering Price per Aggregate Offering Price Amount of
to be Registered to be Registered Share (2) (2) Registration Fee
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Common Stock,
$.05 par value per share
(including options to
acquire such Common Stock) 1,875,557 (1) $2.00 $3,751,114 $1,136.70
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(cover page continued over)

(1) This Registration Statement covers Individual Stock Option Agreements (the
"Agreements") for an aggregate amount of 1,875,557 shares of the Registrant's
Common Stock issuable upon exercise of stock options granted to the following
directors, employees and former employees of Centrum Industries, Inc. or a
consolidated subsidiary:

HOLDER OF AGREEMENT(S) SHARES SUBJECT TO OPTION HOLDER OF AGREEMENT(S) SHARES SUBJECT TO OPTION

Archer, George W. 19,500 Leyes, John L. 3,200
Ayling, John R. 15,000 Manning, Mervyn H. 15,000
Bevelhymer, Steven J. 3,200 Martucci, Richard J. 2,000
Callan, Peter J. 23,103 McFarland, Robert A. 20,900
Cusick, Walter A., Jr. 44,311 Montani, Anthony A. 273,769
Davis, William C. 130,000 O'Connell, Kevin J. 46,962
Egbert, William T. 20,000 Piecuch, Jack R. 19,500
Fulton, Robert J. 296,667 Redding, Albert C. 22,500
Giangrande, John T. 18,119 Richard, Clarence L. 3,200
Gray, Robert C. 48,000 Schroder, David R. 15,000
Hart, David L. 30,000 Schuette, Thomas L. 16,000
Hotopp, Dale E. 4,400 Seiple, Thomas E. 30,000
Hunter, Timothy M. 226,702 Shephard, Robert W. 46,962
Hussong, Anson E. 4,400 Wells, George H. 416,667
Klaffky, Richard C. 15,000 Wells, Jonathon S. 4,000
Knight, Donald D. 4,000 Williams, James D. 1,895
Kuzma, Andrzej M. 8,000 Yeager, Harold D. 3,200
Kuzma, Donald E. 20,000 Wray, Jean Davis A. 800
Lalich, Robert N. 3,600

Total 1,875,557

(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457 (h) under the Securities Act of 1933 (the "Securities
Act").

The Exhibit Index appears after the Signature Page of this Registration
Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange
Commission (the "Commission") by Centrum Industries, Inc., a Delaware
corporation (the "Company"), are incorporated as of their respective dates in
this Registration Statement by reference:

A. The Company's Annual Report on Form 10-K filed with the
Commission pursuant to Section 13(a) or 15(d) under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") for the fiscal year ended March 31, 1997;

B. All other reports filed by the Company pursuant to Sections
13(a) and 15(d) of the Exchange Act since March 31, 1997; and

C. Description of the Company's Common Stock contained in the
Company's Registration on Form 8-A/A filed with the Commission on
August 29, 1997 (File No. 0-9607).

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, are incorporated by reference in this Registration
Statement and are a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the Common Stock offered hereby will be passed upon
for the Company by Fuller & Henry P.L.L., One SeaGate, Suite 1700, Toledo, Ohio
43604. Attorneys who are associated with Fuller & Henry P.L.L. who have
provided advice with respect to this matter in the aggregate own 3,000 shares.

Item 6. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law provides that a
corporation shall have the power, and in some cases is required, to indemnify
an agent, including an officer or director, who was or is a party or is
threatened to be made a party to any proceedings, against certain expenses,
judgments, fines, settlements and other amounts under certain circumstances.
Article 6, Section 6.1 of the Company's Bylaws provides for indemnification of
the Company's officers and directors to the fullest extent permitted by the
Delaware General Corporation Law, and the company maintains insurance covering
certain liabilities of the directors and officers of the company and its
subsidiaries.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits.

4.1 Certificate of Incorporation, as amended (filed as Exhibit
3.1 to the Company's Report on Form 10-K for the fiscal years ended
March 31, 1996, file number 0-9607, and incorporated herein by
reference).

4.2 Bylaws, as amended (filed as Exhibit 3.2 to the Company's
Report on Form 10-K for the fiscal year ended March 31, 1996, file
number 0-9607, and incorporated herein by reference).

4.8 Stock Option Agreement with Anthony A. Montani (filed as
Exhibit 10.17 to the Company's Report on Form 10-K for the fiscal
year ended March 31, 1996, file number 0-9607, and incorporated
herein by reference).

4.9 Stock Option Agreement with Anthony A. Montani (filed as
Exhibit 10.18 to the Company's Report on Form 10-K for the fiscal
year ended March 31, 1996, file number 0-9607, and incorporated
herein by reference).

4.10 Stock Option Agreement with Timothy M. Hunter (filed as
Exhibit 10.19 to the Company's Report on Form 10-K for the fiscal
year ended March 31, 1996, file number 0-9607, and incorporated
herein by reference).

4.11 Stock Option Agreement with Timothy M. Hunter (filed as
Exhibit 10.20 to the Company's Report on Form 10-K for the fiscal
year ended March 31, 1996, file number 0-9607, and incorporated
herein by reference).

4.12 Model Board of Directors Stock Option Agreement (filed as
Exhibit 10.24 to the Company's Report on Form 10-Q for the quarter
ended December 31, 1996, file number 0-9607, and incorporated herein
by reference).

4.13 Model Board of Directors Stock Option Agreement (filed as
Exhibit 10.25 to the Company's Report on Form 10-Q for the quarter
ended December 31, 1996, file number 0-9607, and incorporated herein
by reference).

4.14 Stock Option Agreement with George H. Wells dated December 2,
1996 (filed as Exhibit 10.26 to the Company's Report on Form 10-Q
for the quarter ended December 31, 1996, file number 0-9607, and
incorporated herein by reference).

4.15 Stock Option Agreement with Timothy M. Hunter dated December
2, 1996 (filed as Exhibit 10.27 to the Company's Report on Form 10-Q
for the quarter ended December 31, 1996, file number 0-9607, and
incorporated herein by reference).

4.16 Stock Option Agreement with Anthony A. Montani dated December
2, 1996 (filed as Exhibit 10.28 to the Company's Report on Form 10-Q
for the quarter ended December 31, 1996, file number 0-9607, and
incorporated herein by reference).

4.17 Model Employee Stock Option Agreement for options granted in
July 1997 (filed as Exhibit 10.30 to the Company's Report on Form
10-Q for the quarter ended June 30, 1997, file number 0-9607, and
incorporated herein by reference).

4.18 Stock Option Agreement with Timothy M. Hunter dated July 21,
1997 (filed as Exhibit 10.31 to the Company's Report on Form 10-Q
for the quarter ended June 30, 1997, file number 0-9607, and
incorporated herein by reference).

4.19 Stock Option Agreement with Anthony A. Montani dated July 21,
1997 (filed as Exhibit 10.32 to the Company's Report on Form 10-Q
for the quarter ended June 30, 1997, file number 0-9607, and
incorporated herein by reference).

* 4.20 Stock Option Agreement with William C. Davis dated May 7, 1997,
memorializing options granted April 15, 1995.

* 4.21 Stock Option Agreement with George H. Wells dated May 7, 1997,
memorializing options granted January 10, 1993.

* 4.22 Stock Option Agreement with George H. Wells dated August 15, 1995.

* 4.23 Stock Option Agreement with Robert J. Fulton dated August 15, 1995.

* 4.24 Stock Option Agreement with Robert J. Fulton dated January 10, 1993.

* 4.25 Model Directors Stock Option Agreement for options dated
September 1, 1997.

* 5.1 Opinion of Fuller & Henry P.L.L. regarding the legality of
the Common Stock being registered.

*23.1 Consent of Independent Accountants.

23.2 Consent of Fuller & Henry P.L.L. (included in Exhibit 5.1).

24 Power of Attorney (included in the Signature Page of this
Registration Statement).

* Filed herewith

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

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

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

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

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act 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
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
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 Corry, Commonwealth of Pennsylvania, on this 26th day
of August, 1997.

CENTRUM INDUSTRIES, INC.

By: /s/ GEORGE H. WELLS
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George H. Wells
Chairman of the Board, Chief
Executive Officer and President

Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints GEORGE H. WELLS and TIMOTHY M. HUNTER, and
each of them, as the true and lawful attorneys-in-fact for the undersigned, in
any and all capacities, with full power of substitution, to sign any and all
amendments to this Registration Statement (including post-effective amendment),
and to file the same with exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact, 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 and about the premises, 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, or either of them, may lawfully do
or cause to be done by virtue hereof.

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

Signature Title Date

/S/ GEORGE H. WELLS Chairman of the Board, Chief Executive August 26, 1997
- ------------------- Officer, President, and Director
George H. Wells (Principal Executive Officer)

/S/ WILLIAM C. DAVIS Vice President, Secretary, and August 26, 1997
- -------------------- Director
William C. Davis

/S/ TIMOTHY M. HUNTER Chief Financial Officer, Treasurer and August 26, 1997
- --------------------- Assistant Secretary (Principal Financial
Timothy M. Hunter and Accounting Officer)

/S/ ROBERT J. FULTON Director August 26, 1997
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Robert J. Fulton

/S/ DAVID L. HART Director August 26, 1997
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David L. Hart

/S/ RICHARD C. KLAFFKY Director August 26, 1997
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Richard C. Klaffky

/S/ MERVYN H. MANNING Director August 26, 1997
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Mervyn H. Manning

/S/ DAVID R. SCHRODER Director August 26, 1997
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David R. Schroder

/S/ THOMAS E. SEIPLE Director August 26, 1997
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Thomas E. Seiple

INDEX TO EXHIBITS