S-8 POS

As filed with the Securities and Exchange Commission on October 17, 2000

Registration No. 2-92107

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DIEBOLD, INCORPORATED
(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of
incorporation or organization) 34-0183970
(I.R.S. Employer
Identification No.)

5995 Mayfair Road, P.O. Box 3077
North Canton, Ohio 44720-8077
(Address and Zip Code of Principal Executive Offices)

DIEBOLD, INCORPORATED AMENDED AND EXTENDED 1972
STOCK OPTION PLAN
(Full title of the plan)

Warren W. Dettinger
Vice President and General Counsel
Diebold, Incorporated
5995 Mayfair Road, P.O. Box 3077
North Canton, Ohio 44720-8077
(Name and address of agent for service)

(330) 489-4000
(Telephone number, including area code, of agent for service)

This Post-Effective Amendment is being filed solely to remove
from registration securities that were registered and
will not be issued in connection with the Company’s offering.

This Post-Effective Amendment to the Registration Statement
shall become effective upon filing with the Securities and Exchange
Commission pursuant to Rule 464 under the Securities Act of 1933.  

Page 1 of 6

Termination of Registration

      Diebold, Incorporated (the “Company”) filed its Registration Statement No. 2-92107 on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission with respect to the registration of 250,000 of the Company’s Common Shares of the par value of $1.25 per share (the “Common Shares”), which were to be issued to employees under the Company’s Amended and Extended 1972 Stock Option Plan, as amended (the “Plan”). The Company has also filed Post-Effective Amendment No. 1 with respect to the Registration Statement.

      The Company will no longer issue Common Shares under the Plan. Pursuant to the undertaking included in the Registration Statement, this Post-Effective Amendment No. 2 is being filed to remove from registration the Common Shares that have not been issued under the Plan and, accordingly, remain unsold upon termination of the offering pursuant to the Plan.

Page 2 of 6

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Diebold, Incorporated certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Canton, State of Ohio, on this 17th day of October, 2000.

                    DIEBOLD, INCORPORATED

                    By:/s/ Charee Francis-Vogelsang   
                    Charee Francis-Vogelsang
                    Vice President and Secretary

      Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 has been executed by the following persons in the capacities indicated as of October 17, 2000.

*                  Walden W. O’Dell	Chairman of the Board, President and Chief Executive Officer, (Principal Executive Officer)
*                  Gregory T. Geswein	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
*                  Louis V. Bockius III	Director
*                  Richard L. Crandall	Director
*                  Gale S. Fitzgerald	Director
*                  Donald R. Gant	Director
*                  L. Lindsey Halstead	Director
*                  Phillip B. Lassiter	Director
*                  John N. Lauer	Director

Page 3 of 6

*                  William F. Massy	Director
*                  W.R. Timken, Jr.	Director

*The undersigned, by signing her name hereto, does sign and execute this Post-Effective Amendment No. 2 to Form S-8 Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such officers and directors.

Dated: October 17, 2000 *By: /s/ Charee Francis-Vogelsang
___________________________________
Charee Francis-Vogelsang, Attorney-in-Fact

Page 4 of 6

DIEBOLD, INCORPORATED

Post-Effective Amendment No. 2
To
Form S-8
Registration Statement
Under
The Securities Act of 1933

INDEX TO EXHIBITS

EXHIBIT NO.	PAGE NO.
24	Powers of Attorney	6
		5

EX-24

   1

                                                                      Exhibit 24


                                POWER OF ATTORNEY

                         POST-EFFECTIVE AMENDMENT NO. 2
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


     KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors of Diebold,
Incorporated, a corporation organized and existing under the laws of the State
of Ohio, do for themselves and not for another, constitute and appoint Warren W.
Dettinger or Charee Francis-Vogelsang, or either one of them, a true and lawful
attorney in fact in their names, place and stead, to sign their names to
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 2-92107
and any amendments to such statement, where use of a power of attorney is
permitted, and to cause the same to be filed with the Securities and Exchange
Commission; it being intended to give and grant unto said attorneys in fact and
each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises as fully and to all intents and
purposes as the undersigned by themselves could do if personally present. The
undersigned directors ratify and confirm all that said attorneys in fact or
either of them shall lawfully do or cause to be done by virtue hereon.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
date set opposite their signature.



                                                                               6



   2





SIGNED IN THE PRESENCE OF:                         SIGNATURE                             DATE
                                                                             
/s/Charee Francis-Vogelsang            /s/ Louis V. Bockius III                    October 17, 2000
                                       -----------------------------------
                                       Louis V. Bockius III, Director


/s/Charee Francis-Vogelsang            /s/ Richard L. Crandall                     October 17, 2000
                                       -----------------------------------
                                       Richard L. Crandall, Director


/s/Charee Francis-Vogelsang            /s/ Gale S. Fitzgerald                      October 17, 2000
                                       -----------------------------------
                                       Gale S. Fitzgerald, Director


/s/Charee Francis-Vogelsang            /s/ Donald R. Gant                          October 17, 2000
                                       -----------------------------------
                                       Donald R. Gant, Director


/s/Charee Francis-Vogelsang            /s/ L. Lindsey Halstead                     October 17, 2000
                                       -----------------------------------
                                       L. Lindsey Halstead, Director


/s/Charee Francis-Vogelsang            /s/ Phillip B. Lassiter                     October 17, 2000
                                       -----------------------------------
                                       Phillip B. Lassiter, Director


/s/Charee Francis-Vogelsang            /s/ John N. Lauer                           October 17, 2000
                                       -----------------------------------
                                       John N. Lauer, Director


/s/Charee Francis-Vogelsang            /s/ William F. Massy                        October 17, 2000
                                       -----------------------------------
                                       William F. Massy, Director


/s/Charee Francis-Vogelsang            /s/ Walden W. O'Dell                        October 17, 2000
                                       -----------------------------------
                                       Walden W. O'Dell, Director


/s/Charee Francis-Vogelsang            /s/ W. R. Timken, Jr.                       October 17, 2000
                                       -----------------------------------
                                       W. R. Timken, Jr., Director

   3

                               POWER OF ATTORNEY



                         POST-EFFECTIVE AMENDMENT NO. 2
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933



            KNOW ALL MEN BY THESE PRESENTS, That the undersigned senior vice
president and chief financial officer of Diebold, Incorporated, a corporation
organized and existing under the laws of the State of Ohio, does for himself and
not for another, constitutes and appoints Warren W. Dettinger or Charee
Francis-Vogelsang, or either one of them, a true and lawful attorney in fact in
his name, place and stead, to sign his name to Post-Effective Amendment No. 2 to
Form S-8 Registration Statement No. 2-92107 and any amendments to such
statement, where use of a power of attorney is permitted, and to cause the same
to be filed with the Securities and Exchange Commission; it being intended to
give and grant unto said attorneys in fact and each of them full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises as fully and to all intents and purposes as the undersigned by
himself could do if personally present. The undersigned senior vice president
and chief financial officer ratifies and confirms all that said attorneys in
fact or either of them shall lawfully do or cause to be done by virtue hereon.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the date set opposite his signature.


SIGNED IN THE PRESENSE OF:        SIGNATURE                   DATE

/s/ Charee Francis-Vogelsang      /s/ Gregory T. Geswein      October 17, 2000
                                  -------------------------
                                  Gregory T. Geswein
                                  Senior Vice President and
                                  Chief Financial Officer