As filed with the Securities and Exchange Commission on March 18, 1994
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Registration No. 33_______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

SUDBURY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware 34-154692
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

30100 Chagrin Boulevard
Suite 203
Cleveland, OH 44124
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SUDBURY SAVINGS AND PROFIT SHARING PLAN
(FULL TITLE OF THE PLAN)

Mary C. Farrar
Corporate Secretary
30100 Chagrin Boulevard
Suite 203
Cleveland, OH 44124
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 464-7026 Ext. 129
(TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)

CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Amount of
Title of Securities Amount to Be Offering Price Per Maximum Registration
to Be Registered* Registered Share (1) Aggregate Fee (1)
- ----------------- ---------- --------- Offering Price (1) -------
--------------

Common Stock, par 450,000 shares $7.00 $3,150,000 $1,086.12
value $.01 per share

- -------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration fee. The
price per share and aggregate offering price are based upon the average of the
high and low sale prices of Sudbury, Inc.'s Common Stock, as reported by the
NASDAQ National Market System on March 16, 1994.

*In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan.

Page 1 of __ Pages. Exhibit Index located at Page __.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed or to be filed by Sudbury, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated or deemed to be incorporated in this Registration Statement by
reference.

(a) The Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1993. File No. 1-10023.

(b) The Company's Quarterly Report on Form 10-Q for the quarter ended August
31, 1993. File No. 1-10023.

(d) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended, ("Exchange Act") on
September 11, 1992. File No. 1-10023.

(e) All reports subsequently filed by the Company and the Sudbury Savings
and Profit Sharing Plan with the Commission pursuant to Sections 13, 14
or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities
registered hereby have been sold or which de-registers all securities
then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents.

Any statement contained in a document incorporated by, 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

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ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
rights to which those seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.

Section 102(b) (7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. The first paragraph of Article Seventh of the
Company's Certificate of Incorporation provides for such limitation of
liability.

The Company maintains directors and officers insurance and has entered into
Indemnification Agreements with each of its directors and executive officers.

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Additionally Article IV of the Company's By-laws provides as follows:

Each person who is made a party to any suit or proceeding, by reason of the
fact that the person is or was a director or officer of the Company or is or
was serving at the request of the Company as an employee or agent shall be
indemnified and held harmless by the Company to the fullest extent authorized
by the General Corporation Law of the State of Delaware, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred in
connection therewith.

The right to indemnification includes the right to be paid by the Company the
expenses incurred in defending any proceeding for which the right to
indemnification is applicable in advance of its final disposition.

The rights to indemnification and to the advancement of expenses conferred by
the By-laws shall not be exclusive of any other right which any person may have
or acquire under any statute, the Company's certificate of incorporation,
by-law, agreement, vote of stockholders or disinterested directors or
otherwise.

The Company may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.

The Company may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to the advancement of expenses
to any employee or agent of the Company to the fullest extent of the provisions
of the By-laws with respect to the indemnification and advancement of expenses
of directors and officers of the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

(4)(a) Second Restated Certificate of Incorporation of Sudbury, Inc.
(Incorporated herein by reference is Exhibit (3)(b) to the Company's
Form 10-K for the fiscal year ended May 31, 1993. File No. 1-10023).

(4)(b) By-laws of Sudbury, Inc. (Incorporated herein by reference is Exhibit
(3)(a) of the Company's Form 10-K for the fiscal year ended May 31,
1993. File No. 1-10023).

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(5)(a) Internal Revenue Service determination letter.

(5)(b) Opinion of Benesch, Friedlander, Coplan & Aronoff

(23)(a)Consent of Ernst & Young.

(23)(b)Consent of Benesch, Friedlander, Coplan & Aronoff (Contained in Exhibit
(5)(b))

(24) Powers of Attorney pursuant to which Directors have signed this Form S-8
Registration Statement.

ITEM 9. UNDERTAKINGS

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
(the "Securities Act"), (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
which, individually, or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement, and (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.

(2) That, for the purpose of determining any liability under the Securities
Act, 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.

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(4) That, for the purposes of determining any liability under the Securities
Act, 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 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.

(5) Insofar as indemnification for liabilities arising under the Securities
Act 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 any 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 of whether or not such indemnification 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 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 Pepper Pike, State of Ohio, on the 18th day of
March, 1994.

SUDBURY, INC.
(Registrant)

By: /s/ Jacques R. Sardas
--------------------------
Jacques R. Sardas
Chairman and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in their indicated
capacities, as of March 18, 1994.

SIGNATURE TITLE
--------- -----

/s/ Jacques R. Sardas Chairman of the Board, President, Chief Executive
- ---------------------- Officer (Principal Executive Officer) and Director
Jacques R. Sardas

/s/ Mark E. Brody Vice President - Finance and Controller
- ---------------------- (Principal Financial Officer and Principal Accounting Officer)
Mark E. Brody

*
--------------------- Director
Cloyd J. Abruzzo
*
--------------------- Director
Jerry A. Cooper
*
--------------------- Director
Preston Heller, Jr.
*
--------------------- Director
James A. Karman
*
--------------------- Director
David A. Preiser
*
--------------------- Director
Thomas F. Slater

The undersigned, by signing her name hereto, executes this Form S-8
Registration Statement pursuant to Powers of Attorney executed by the
above-named Directors of the Registrants and filed with the Securities and
Exchange Commission.

*By: /s/ Mary C. Farrar
----------------------
Attorney-in-fact
March 18, 1994 -7-
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Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland and State of
Ohio, March 18, 1994.

SUDBURY SAVINGS AND PROFIT SHARING PLAN

BY: /s/ Mary C. Farrar
----------------------

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SUDBURY, INC.
FORM S-8
EXHIBIT INDEX

EXHIBIT NUMBER SEQUENTIAL
- -------------- ----------
PAGE NO.
--------

(4)(a) Second Restated Certificate of Incorporation of N/A
Sudbury, Inc. (Incorporated herein by reference
is Exhibit (3)(b) to the Company's Form 10-K
for the fiscal year ended May 31, 1993,
File No. 1-10023).

(4)(b) By-laws of Sudbury, Inc. (Incorporated herein by N/A
reference is Exhibit (3)(a) of the Company's
Form 10-K for the fiscal year ended May 31, 1993).

(5)(a) Internal Revenue Service determination letter.

(5)(b) Opinion of Benesch, Friedlander, Coplan & Aronoff

(23)(a) Consent of Ernst & Young.

(23)(b) Consent of Benesch, Friedlander, Coplan & Aronoff (Contained in Exhibit (5)(b))

(24) Powers of Attorney pursuant to which Directors
have signed this Form S-8 Registration Statement.

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