1
Registration No. 33-
As filed with the Securities and Exchange Commission on January 27, 1995

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

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 34-1546292
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

30100 CHAGRIN BOULEVARD
SUITE 203
CLEVELAND, OHIO 44124
(Address of principal executive offices including zip code)

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

SUDBURY, INC. STOCK OPTION AGREEMENT
DATED JULY 29, 1994
SUDBURY, INC. NON-STATUTORY STOCK OPTION AGREEMENT
DATED SEPTEMBER 1, 1992
(Full title of plans)

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

Copy to:
MARY C. FARRAR IRA KAPLAN, ESQ.
CORPORATE SECRETARY BENESCH, FRIEDLANDER,
SUDBURY, INC. COPLAN & ARONOFF
30100 CHAGRIN BOULEVARD 2300 BP AMERICA BUILDING
SUITE 203 200 PUBLIC SQUARE
CLEVELAND, OHIO 44124 CLEVELAND, OHIO 44114-2378
(216) 464-7026 (216) 363-4500

(Name and address including zip code; and telephone number,
including area code, of agent for service)

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

CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------------------------------
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered1 offering price per aggregate offering registration fee
registered share2 price2
- -----------------------------------------------------------------------------------------------------------------

Common Stock, par 2,244,599 $6.25 $14,028,743 $4,837.50
value $.01 per
share
- -----------------------------------------------------------------------------------------------------------------
<FN>
__________________________________
1 This Registration Statement also includes an indeterminable number of
Shares of Common Stock which may be issued under the anti-dilution provisions
of the plans.

2 Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of (a)
the average price at which existing options may be exercised or (b) the average
of the high and low prices of the Common Stock on January 24, 1995 as reported
on the NASDAQ National Market System with respect to all other shares of Common
Stock.

SUDBURY, INC.

CROSS REFERENCE SHEET

Form S-3 Item Number and Heading Location in Prospectus
-------------------------------- ----------------------

1. Forepart of the Registration Statement and Facing Page of Registration Statement, Cross
Outside Front Cover Page of Prospectus Reference Sheet, Outside Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Front and Outside Back Cover Pages of
Prospectus the Prospectus

3. Summary Information, Risk Factors and Ratio of Not Applicable
Earnings to Fixed Charges

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security-Holders Selling Shareholder

8. Plan of Distribution Plan of Distribution

9. Description of Securities to be Registered Not Applicable

10. Interests of Named Experts and Counsel Not Applicable

11. Material Changes Not Applicable

12. Incorporation of Certain Information by Documents Incorporated by Reference
Reference

13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act Liabilities

3
PROSPECTUS
- ----------
SUDBURY, INC.
2,244,599 SHARES OF COMMON STOCK

The shares of Common Stock, $.01 par value per share (the "Common Stock"),
of Sudbury, Inc. (the "Company") that relate to this Prospectus include
2,244,599 shares (the "Selling Shareholder Shares") offered for sale by a
holder of the Company's Common Stock (the "Selling Shareholder"). See "Selling
Shareholder." The Company has agreed to pay all of the expenses of this
offering but will not receive any of the proceeds from the sale of the Selling
Shareholder Shares being offered hereby.

All brokerage commissions and other similar expenses incurred by the
Selling Shareholder will be borne by the Selling Shareholder. The aggregate
proceeds to the Selling Shareholder from the sale of the Selling Shareholder
Shares will be the purchase price of the Selling Shareholder Shares sold, less
the aggregate agents' commissions and underwriters' discounts, if any, and
other expenses of issuance and distribution not borne by the Company. See "Use
of Proceeds" and "Plan of Distribution."

The Common Stock is quoted on the National Association of Securities
Dealers Automated Quotations/National Market System (NASDAQ/NMS) under the
symbol "SUDS." The closing price per share reported on the NASDAQ/NMS on
January 24, 1995 was $6.25.

The Selling Shareholder and any broker-dealers, agents or underwriters
that participate with the Selling Shareholder in the distribution of the
Selling Shareholder Shares, may be deemed "Underwriters," as that term is
defined in the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them and any profit on the resale of the Selling
Shareholder Shares purchased by them may be deemed underwriting commissions or
discounts under the Securities Act. The Selling Shareholder Shares to be
offered by the Selling Shareholder may be offered in one or more transactions
in the over-the-counter market or in negotiated transactions or a combination
of such methods of sale, at market prices prevailing at the time of sale, the
prices related to such prevailing market prices or at negotiated prices. The
Selling Shareholder Shares to be offered by the Selling Shareholder may be sold
either (a) to a broker or dealer as principal for resale by such broker or
dealer for its account pursuant to this Prospectus (for example, in
transactions with a "market maker") or (b) in brokerage transactions, including
transactions in which the broker solicits purchasers.

____________________

No dealer, salesman or other person is authorized to give any information
or to make any representations other than those contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the Selling Shareholder, or any
4
underwriter, dealer or agent. This Prospectus and any supplement thereto shall
not constitute an offer to sell, or the solicitation of an offer to buy, any of
the Shares offered hereby in any jurisdiction where, or to any person to whom,
it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of the
Company since the date hereof or thereof, or that the information contained
herein is correct as of any time subsequent to the date hereof.

____________________

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

____________________

THE DATE OF THIS PROSPECTUS IS JANUARY 27, 1995
5

TABLE OF CONTENTS

Page
----

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Selling Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

6
AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy and information statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the Commission's regional offices located at 7
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington D.C. 20549, at prescribed rates.

This Prospectus does not contain all the information set forth in the
Registration Statement (the "Registration Statement") that the Company has
filed with the Commission. For further information with respect to the Company
and the securities offered hereby, reference is made to the Registration
Statement and the exhibits thereto, copies of which are on file at the offices
of the Commission and may be obtained upon payment of the fee prescribed by the
Commission, or may be examined without charge at the offices of the Commission.
Statements contained in this Prospectus or in any document incorporated in this
Prospectus by reference as to the contents of any contract or other document
referred to herein or therein are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement or such other document, each
such statement being qualified in all respects by such reference.

The Company will provide without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference herein, other than
exhibits to such documents. Such requests should be directed to Mary C.
Farrar, Corporate Secretary, Sudbury, Inc., 30100 Chagrin Boulevard, Suite 203,
Cleveland, Ohio 44124 (Telephone: 216-464-7026).

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by the Company with the Commission (File No.
0-10023) are incorporated in this Prospectus by reference:

1. The Company's Annual Report on Form 10-K, for the fiscal year
ended May 31, 1994.

2. The Company's Quarterly Report on Form 10-Q, for the fiscal
quarter ended August 31, 1994.

2
7
3. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 1994.

4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on September 11, 1992.

5. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior
to the termination of the offering made hereby, shall be deemed
to be incorporated by reference in this Prospectus and to be a
part hereof from the respective date of filing each such
document.

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 Prospectus 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 Prospectus.

THE COMPANY

The Company is a Delaware corporation with its principal executive offices
located at 30100 Chagrin Boulevard, Suite 203, Cleveland, Ohio 44124
(telephone: 216-464-7026). The Company is a diversified industrial supplier
of high-quality products and services. Its operating companies provide iron,
aluminum and zinc castings to the automotive industry and other markets; custom
coatings applications for the automotive and appliance industries; cranes,
truck bodies and other related equipment for the tire, mining, construction and
utility markets; precision machined components for makers of power tools,
electric motors and other products; and bulk liquid storage and other services
for the oil and chemical industry.

USE OF PROCEEDS

The Selling Shareholder Shares being offered are for the account of the
Selling Shareholder. Accordingly, the Company will receive none of the
proceeds from the sale of the Selling Shareholder Shares.

3
8
SELLING SHAREHOLDER

The following table sets forth as of January 4, 1995 certain information
with respect to the Selling Shareholder, provided by him, including the number
of shares that may be offered by him. The number of shares which may actually
be sold by the Selling Shareholder will be determined from time to time by him
and will depend upon a number of factors, including the price of the Company's
Common Stock from time to time. Because the Selling Shareholder may offer all
or none of the Selling Shareholder Shares that he holds and because the
offering contemplated by the Prospectus is not being underwritten, no estimate
can be given as to number of Selling Shareholder Shares that will be held by
the Selling Shareholder upon termination of such offering. It is anticipated
that the Selling Shareholder will offer all of the Selling Shareholder Shares
for sale. See "Plan of Distribution."

- ------------------------------------------------------------------------------------------------------------------------------
Name of Selling Number of shares of Shares of Common
Shareholder Common Stock owned by Stock offered
Selling Shareholder hereby
- ------------------------------------------------------------------------------------------------------------------------------
Shares % of Class Shares % of Class
- ------------------------------------------------------------------------------------------------------------------------------

Jacques R. Sardas (1) 2,244,765 18.25% 2,244,599 18.25%
==============================================================================================================================
<FN>
(1) Jacques R. Sardas is the Chairman, President and Chief Executive Officer
and a director of the Company.

PLAN OF DISTRIBUTION

The Selling Shareholder Shares offered hereby are being sold by the
Selling Shareholder acting as principal for his own account. The Company will
receive none of the proceeds from such offering.

The distribution of the Selling Shareholder Shares by the Selling
Shareholder is not subject to any underwriting agreement. The Company expects
that the Selling Shareholder will sell his shares covered by this Prospectus
through customary brokerage channels, either through broker-dealers acting as
agents or brokers for the Selling Shareholder, or through broker-dealers acting
as principals, who may then resell their Selling Shareholder Shares in the
over-the-counter market, or at private sales or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholder may effect such
transactions by selling Selling Shareholder Shares through broker-dealers, and
such broker-dealers will receive compensation in the form of underwriting
discounts, concessions, or commissions from the Selling Shareholder and/or the
purchasers of the Selling Shareholder Shares for whom they may act as agent
(which

4
9
compensation may be in excess of customary commissions). The Selling
Shareholder and any broker-dealers that participate with the Selling
Shareholder in the distribution of the Selling Shareholder Shares may be deemed
to be underwriters and any commissions received by such broker-dealers and any
profit on resale of Selling Shareholder Shares sold by them might be deemed to
be underwriting discounts or commissions under the Securities Act. All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all brokerage commissions and other similar expenses
incurred by the Selling Shareholder will be borne by the Selling Shareholder.

At the time a particular offer of Selling Shareholder Shares is made, to
the extent required, a supplement to this Prospectus will be distributed which
will identify and set forth the aggregate amount of Selling Shareholder Shares
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriters
for Selling Shareholder Shares purchased from the Selling Shareholder, any
discounts, commissions and other items constituting compensation from the
Selling Shareholder and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, including the proposed selling price to the
public.

The Selling Shareholder is not restricted as to the price or prices at
which he may sell his Selling Shareholder Shares. Sales of Selling Shareholder
Shares at less than market prices may depress the market price of the Company's
Common Stock. Moreover, the Selling Shareholder is not restricted as to the
number of Selling Shareholder Shares which may be sold at any one time, and it
is possible that a significant number of Selling Shareholder Shares could be
sold at the same time.

Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Selling Shareholder Shares may not
simultaneously engage in market making activities with respect to the Selling
Shareholder Shares for a period of nine business days prior to the commencement
of such distribution. In addition and without limiting the foregoing, the
Selling Shareholder will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including without limitation
rules 10b-2, 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of the Selling Shareholder Shares by the Selling
Shareholder.

In order to comply with certain states' securities laws, if applicable,
the Selling Shareholder Shares may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the Selling
Shareholder Shares may not be sold unless the Selling Shareholder Shares have
been registered or qualified for sale in such state, or unless an exemption
from registration or qualification is available and is obtained.

The Company has agreed to indemnify Jacques R. Sardas against certain
liabilities, including liabilities under the Securities Act.

5
10
LEGAL MATTERS

The validity of the securities being offered hereby has been passed upon
for the Company by the law firm of Benesch, Friedlander, Coplan & Aronoff,
Cleveland, Ohio.

EXPERTS

The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended May 31, 1994 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon, included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

6
11
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 ("Commission") are
hereby incorporated or deemed to be incorporated by reference in this
Registration Statement.

(1) The Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1994, File No. 1-10023.

(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1994.

(3) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 1994.

(4) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on September 11, 1992, File No. 1-10023.

(5) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(a) of the Exchange Act, prior
to the termination of the offering made hereby, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the respective date of
filing each such document.

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.

Item 4. Description of Securities.

Not Applicable

Item 5. Interests of Named Experts and Counsel.

II-1
12
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 has directors' and officers' liability insurance covering
certain liabilities incurred by the officers and directors of the Company in
connection with the performance of their duties and has entered into
indemnification agreements with each of its directors and executive officers.

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 attorney's fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred
in connection therewith.

II-2
13
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.

4.1 Third Amended Plan of Reorganization as confirmed by the
United States Bankruptcy Court, Northern District of Ohio
(incorporated by reference to Exhibit (2) to the Company's
Form 10-K for the fiscal year ended May 31, 1992).

4.2 Second Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit (3)(b) to the Company's
Form 10-K for the fiscal year ended May 31, 1993).

4.3 By-Laws of the Company, as amended November 19, 1992
(incorporated by reference to Exhibit (3)(a) to the Company's
Form 10-K for the fiscal year ended May 31, 1993).

4.4 Amended Employment Agreement, dated January 13, 1992, between
the Company and Jacques R. Sardas (incorporated by reference
to Exhibit (10)(h) to the Company's Form 10-K for the fiscal
year ended May 31, 1992).

II-3
14
4.5 Sudbury, Inc. Stock Option Agreement, dated July 29, 1994
(incorporated by reference to Exhibit (10)(f) to the Company's
Form 10-K for the fiscal year ended May 31, 1994).

4.6 Settlement Agreement and Mutual Release, dated July 29, 1994,
between Jacques R. Sardas and the Company (incorporated by
reference to Exhibit (10)(e) to the Company's Form 10-K for
the fiscal year ended May 31, 1994).

4.7 Sudbury, Inc. Non-Statutory Stock Option Agreement, dated
September 1, 1992.

5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff, Counsel to
the Company, regarding legality.

23.1 Consent of Ernst & Young LLP, independent auditors.

23.2 Consent of Benesch, Friedlander, Coplan & Aronoff (contained
in their opinion filed as Exhibit 5.1 to this Registration
Statement).

24.1 Power of Attorney (included in Part II of this Registration
Statement).

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
the 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;

II-4
15
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form
S-8, and 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 the 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 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, 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 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.

II-5
16
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 27th day of
January, 1995.

SUDBURY, INC.
(Registrant)

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

II-6

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark E. Brody and Mary C. Farrar, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all 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 attorney-in-fact and agent 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 attorney-in-fact,
agent, or their substitutes may lawfully do or cause to be done by virtue
hereof.

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

Dated: January 16 , 1995 /s/ Jacques R. Sardas
--------------- -------------------------------
Jacques R. Sardas
Director, Chairman, President
and Chief Executive Officer
(Principal Executive Officer)

Dated: January 16 , 1995 /s/ Mark E. Brody
--------------- -------------------------------
Mark E. Brody
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)

Dated: January 16 , 1995 /s/ Cloyd J. Abruzzo
--------------- -------------------------------
Cloyd J. Abruzzo
Director

Dated: January 16 , 1995 /s/ Jerry A. Cooper
--------------- -------------------------------
Jerry A. Cooper
Director

Dated: January 16 , 1995 /s/ Preston Heller, Jr.
--------------- -------------------------------
Preston Heller, Jr.
Director

Dated: January 16 , 1995 /s/ James A. Karman
--------------- -------------------------------
James A. Karman
Director

II-7
18
Dated: January 16 , 1995 /s/ David A. Preiser
---------------- ---------------------------
David A. Preiser
Director

Dated: January 16 , 1995 /s/ Thomas F. Slater
---------------- ---------------------------
Thomas F. Slater
Director

II-8
19

EXHIBIT INDEX
-------------

EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
- ----------- ------------------- --------

4.1 Third Amended Plan of Reorganization as confirmed by the United States
Bankruptcy Court, Northern District of Ohio (incorporated by reference to
Exhibit (2) to the Company's Form 10-K for the fiscal year ended May 31,
1992).

4.2 Second Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit (3)(b) to the Company's Form 10-K for the fiscal year
ended May 31, 1993).

4.3 By-Laws of the Company, as amended November 19, 1992 (incorporated by
reference to Exhibit (3)(a) to the Company's Form 10-K for the fiscal year
ended May 31, 1993).

4.4 Amended Employment Agreement, dated January 13, 1992, between the Company
and Jacques R. Sardas (incorporated by reference to Exhibit (10)(h) to the
Company's Form 10-K for the fiscal year ended May 31, 1992).

4.5 Sudbury, Inc. Stock Option Agreement dated July 29, 1994 (incorporated by
reference to Exhibit (10)(f) to the Company's Form 10-K for the fiscal year
ended May 31, 1994).

4.6 Settlement Agreement and Mutual Release, dated July 29, 1994, between
Jacques R. Sardas and the Company (incorporated by reference to
Exhibit (10)(e) to the Company's Form 10-K for the fiscal year ended May 31,
1994).

4.7 Sudbury, Inc. Non-Statutory Stock Option Agreement, dated September 1, 1992.

5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff, Counsel to the Company,
regarding legality.

23.1 Consent of Ernst & Young LLP, independent auditors.

23.2 Consent of Benesch, Friedlander, Coplan & Aronoff (contained in their
opinion filed as Exhibit 5.1 to this Registration Statement).

24.1 Power of Attorney (included in Part II of this Registration Statement).