As filed with the Securities and Exchange Commission on November 20, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FAFCO, INC.
(Exact name of Registrant as specified in its charter)

CALIFORNIA
(State or other jurisdiction of
incorporation or organization) 94-2159547
(I.R.S. Employer
Identification Number)

435 Otterson Drive
Chico, CA 95928
(Address of principal executive offices)

2002 STOCK PLAN
(Full title of the plan)

ALEX N. WATT
EXECUTIVE VICE PRESIDENT
FAFCO, INC.
435 Otterson Drive
Chico, CA 95928
(530) 332-2100
(Name, address, and telephone number, including are code, of agent for service)

Copy to:
Ramsey Hanna
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300

CALCULATION OF REGISTRATION FEE

		Proposed Maximum			Proposed Maximum
Title of Each Class of Securities to	Amount to be	Offering Price			Aggregate Offering			Amount of
be Registered	Registered	Per Share			Price			Registration Fee
2002 Stock Plan
Common Stock, $0.125 par value	500,000 shares	$	0.35	(1)	$	175,000	(1)	$	16.10

(1) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933 solely for the purpose of calculating registration fee. The computation is based on the last reported sale of the Registrant's Common Stock, which occurred on October 31, 2002. There has been no reported sale of the Registrant’s Common Stock, nor have there been quoted bid and asked prices for the Registrant's Common Stock, within 5 business days prior to the date of filing of this registration statement.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
	Item 3.  Incorporation of Documents by Reference.
	Item 4.  Description of Securities.
	Item 5.  Interests of Named Experts and Counsel.
	Item 6.  Indemnification of Directors and Officers.
	Item 7.   Exemption from Registration Claimed.
	Item 8.  Exhibits.
	Item 9.  Undertakings.
SIGNATURES
INDEX TO EXHIBITS
Exhibit 4.1
Exhibit 5.1
Exhibit 23.2

FAFCO, INC.
REGISTRATION STATEMENT ON FORM S-8

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents and information previously filed with the Securities and Exchange Commission by FAFCO, Inc. (the “Registrant”) are hereby incorporated by reference in this Registration Statement:

     (a)  The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed April 1, 2002 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     (b)  The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002 filed pursuant to Section 13 of the Exchange Act on May 13, 2002.

     (c)  The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002 filed pursuant to Section 13 of the Exchange Act on September 14, 2002.

     (d)  The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act on January 26, 1982.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing 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, shall be deemed to be incorporated by reference in the Registration Statement and to be part hereof from the date of filing of such documents.

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 317 of the California General Corporation Law (the “CGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers who are parties or are threatened to be made parties to any proceeding (with certain exceptions) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation. Section

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204 of the CGCL provides that this limitation on liability has no effect on a director’s liability (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) for any transaction from which a director derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of a serious injury to the corporation or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (vi) under Section 310 of the CGCL (concerning contracts or transactions between the corporation and a director) or (vii) under Section 316 of the CGCL (directors’ liability for improper dividends, loans and guarantees). Section 317 does not extend to acts or omissions of a director in is or her capacity as an officer. Further, Section 317 has no effect on claims arising under federal or state securities laws and does not affect the availability of injunctions and other equitable remedies available to the Company’s shareholders for any violation of a director’s fiduciary duty to the Company or its shareholders. Although the validity and scope of the legislation underlying Section 317 have not yet been interpreted to any significant extent by the California courts, Section 317 may relieve directors of monetary liability to the Company for grossly negligent conduct, including conduct in situations involving attempted takeovers of the Company.

     The Company’s Bylaws provide that the Company shall indemnify its directors and officers and may indemnify its employees and other agents to the fullest extent permitted by law. The Company’s Bylaws also permit the Company to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the Company would have the power to indemnify him or her against such liability under the California General Corporation Law. The Company also maintains insurance policies that insure its officers and directors against certain liabilities.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit
Number		Description
	4.1	2002 Stock Plan and form of stock option agreement used thereunder.
	5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality of securities being registered.
	23.1	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1).
	23.2	Consent of Burr, Pilger & Mayer LLP, Independent Accountants.
	24.1	Power of Attorney (see page II-5).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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          (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, as amended (the “Securities Act”);

               (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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) do not apply if 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 Exchange Act that are incorporated by reference in this 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.

     (b)  The undersigned Registrant hereby undertakes that, for 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 an initial bona fide offering thereof.

     (c)  Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions referenced above or otherwise, we have been advised that in the opinion of the Securities and Exchange 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 us of expenses incurred or paid by one of our directors, officers, or controlling persons 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 hereunder, we will, unless in the opinion of our counsel the matter has been settled

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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 Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 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 Chico, State of California, on this 20th day of November, 2002.

FAFCO, INC.
By:	/s/   Freeman A. Ford Freeman A. Ford Chairman of the Board, President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Freeman A. Ford and Alex N. Watt as his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/   Freeman A. Ford Freeman A. Ford	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	November 20, 2002
/s/   Nancy I. Garvin Nancy I. Garvin	Vice President, Finance (Principal Financial and Accounting Officer)	November 20, 2002
/s/   William A. Berry William A. Berry	Director	November 20, 2002
/s/   Robert W. Selig, Jr. Robert W. Selig, Jr.	Director	November 20, 2002
/s/   William F. Chisholm William F. Chisholm	Director	November 20, 2002

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Signature	Title	Date
/s/   David F. Ford David F. Ford	Director	November 20, 2002

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

Registration Statement on Form S-8

FAFCO, INC.

INDEX TO EXHIBITS

Exhibit
Number		Description
	4.1	2002 Stock Plan and form of stock option agreement used thereunder.
	5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality of securities being registered.
	23.1	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1).
	23.2	Consent of Burr, Pilger & Mayer, Independent Auditors.
	24.1	Power of Attorney. (see page II-5).

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