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
AND 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 Amount of
to be Registered to be Registered Share (2) Price (2) Registration Fee
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Common Stock,
$.05 par value per share
(including options to
acquire such Common Stock) 434,100 (1) $2.00 $868,200 $263.09

(1) This Registration Statement covers Individual Stock Option Agreements (the
"Agreements") for an aggregate amount of 434,100 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

Boe, Daryl K. 5,000 Knight, Donald D. 1,440
Callan, Peter J. 15,000 Lalich, Robert N. 1,050
Crotty, Christine A. 5,000 Leyes, John L. 1,050
Cusick, Walter A., Jr. 40,800 Manning, Mervyn H. 10,000
Davis, William C. 10,000 Martucci, Richard J. 7,500
Davis, Wray Jean A. 1,440 McCurley, William J. 7,500
DiSieno, Thomas 40,000 Montani, Anthony A. 58,970
Egbert, William T. 6,100 O'Brien, Shawn P. 5,000
Fulton, Robert J. 10,000 O'Connell, Kevin J. 43,000
Gray, Robert C. 11,500 Richard, Clarence L. 1,050
Hart, David L. 10,000 Schroder, David R. 10,000
Hotopp, Dale E. 1,440 Seiple, Thomas E. 10,000
Hunter, Timothy M. 52,930 Shephard, Robert W. 46,900
Hussong, Anson E. 1,440 Wells, Jonathon S. 1,440
Janicke, Paul E. 7,500 Yeager, Harold D. 1,050
Klaffky, Richard C. 10,000

Total 434,100

(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.
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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, 1998;

B. All other reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Exchange Act since March 31, 1998; 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.

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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).

* 4.3 Model Employee Stock Option Agreement (Noncompetition Form) for
options granted in June 1998.

* 4.4 Model Employee Stock Option Agreement for options granted in
June 1998.

* 4.25 Model Directors Stock Option Agreement for options granted in
June 1998.

* 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

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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.

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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 State College, Commonwealth of Pennsylvania, on this
10th day of June, 1998.

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

Chairman of the Board, Chief Executive
/S/ GEORGE H. WELLS Officer, President, and Director June 10, 1998
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George H. Wells

Chief Financial Officer, Treasurer and
/S/ TIMOTHY M. HUNTER Secretary (Principal Financial June 10, 1998
- --------------------------- and Accounting Officer)
Timothy M. Hunter

/S/ WILLIAM C. DAVIS Director June 10, 1998
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William C. Davis

/S/ ROBERT J. FULTON Director June 10, 1998
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Robert J. Fulton

/S/ DAVID L. HART Director June 10, 1998
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David L. Hart

/S/ RICHARD C. KLAFFKY Director June 10, 1998
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Richard C. Klaffky

/S/ MERVYN H. MANNING Director June 10, 1998
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Mervyn H. Manning

/S/ DAVID R. SCHRODER Director June 10, 1998
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David R. Schroder

/S/ THOMAS E. SEIPLE Director June 10, 1998
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Thomas E. Seiple

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INDEX TO 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).