THERMWOOD CORP
8-A12B, 1999-06-15
SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY)
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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


                            FORM 8-A

       FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
            PURSUANT TO SECTION 12(b) OR (g) OF THE
                SECURITIES EXCHANGE ACT OF 1934


                    THERMWOOD CORPORATION
     (Exact name of registrant as specified in its charter)



     Indiana                                   35-1169185
(State of incorporation                 (I.R.S. Employer
or organization)                        Identification No.)

       Old Buffaloville Road, P.O. Box 436, Dale, Indiana   47523
(Address of principal executive offices)                  (zip  code)

Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class           Name of each exchange on which
     to be so registered           each class is to be registered

     12% Subordinated
      Debentures Due 2014          American Stock Exchange

      If  this  form relates to the registration of  a  class  of
securities pursuant to Section 12(b) of the Exchange Act  and  is
effective  pursuant  to  General  Instruction  A.(c),  check  the
following box.  [X]

      If  this  form relates to the registration of  a  class  of
securities pursuant to Section 12(g) of the Exchange Act  and  is
effective  pursuant  to  General  Instruction  A.(d),  check  the
following box.  [  ]

Securities Act registration statement file number to which h this
form relates:
            (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:


                               None
                        (Title of class)



Item   1.     Description  of  Registrant's  Securities   to   be
Registered.


       The  description  of  the  Registrant's  12%  Subordinated
Debentures  due 2014 being registered hereunder is  contained  in
the  following sections of the prospectus contained in  Amendment
No.  3  to  the Registrant's Registration Statement on  Form  S-4
("Registration  Statement") (SEC File No. 333-70073),  which  was
filed  with the Securities Exchange Commission on March 16, 1999,
which   description  is  incorporated  by  reference  into   this
registration  statement: "Description of the Debentures  and  the
Indenture" and "Federal Income Tax Consequences."

Item 2.   Exhibits

Indenture   with  American  Stock  Transfer  and  Trust   Company
concerning the 12% Debentures Due 2014.(1)
_____________________

(1)  Previously filed with the Commission on March 1, 1999 as  an
     Exhibit  to Amendment No. 1 to the Registrant's Registration
     Statement  on  Form S-4 and, by this reference, incorporated
     herein.


                           SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities
Exchange  Act  of  1934,  the registrant  has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereto duly authorized.



                                        THERMWOOD CORPORATION



                                        By /s/Kenneth J. Susnjara
                                          ------------------------
                                             Kenneth J. Susnjara,
                                             President

Dated:    June 15, 1999



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