FORM 8-A/A
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
        AMENDMENT TO FORM 8-A FOR REGISTRATION OF CERTAIN
    CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
               THE SECURITIES EXCHANGE ACT OF 1934
                                
                          NORTEK, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                
      Delaware               1-6112               05-0314991
(State of incorporation    (Commission          (IRS Employer)
  or organization)         File Number)      Identification No.)

                                
          50 Kennedy Plaza, Providence, RI 02903-2360
  (Address of principal executive officer)  (Zip Code)
                                
                         AMENDMENT NO. 5

      The  undersigned  registrant hereby  amends  the  following
items,  financial statements, exhibits or other portions  of  its
Registration  Statement on Form 8-A, registering  its  Preference
Stock Purchase Rights, as follows:

Item 1.   Description of Securities to be Registered.

      On March 31, 1986, Nortek, Inc. (the "Company") declared  a
dividend  distribution of one preferred stock purchase  right  (a
"Right"; collectively, the "Rights") for every outstanding  share
of  Common  Stock, $1.00 par value (the "Common  Stock")  of  the
Company.   The  distribution was payable on April 11,  1986  (the
"Dividend  Record  Date") to the shareholders of  record  at  the
close  of  business on the Dividend Record Date.   On  March  18,
1991, the Company amended and restated the Rights Agreement  (the
"Rights Agreement") between the Company and State Street Bank and
Trust  Company, as Rights Agent (the "Rights Agent").  The Rights
Agreement sets forth the description and terms of the Rights.  As
of  October  6,  1993,  the Company further  amended  the  Rights
Agreement as provided in Amendment No. 1 to the Rights Agreement.
As  of  September 27, 1995 the Company further amended the Rights
Agreement  as provided in Amendment No. 2 to the Rights Agreement
which  is  filed as Exhibit 1 attached hereto and is incorporated
herein  by  reference.   The  Rights Agreement  contemplates  the
issuance of one Right for every share of Common Stock and Special
Common  Stock issued between the Record Date and the Distribution
Date  (as  that term is defined below).  Each Right entitles  the
registered  holder to purchase from the Company one one-hundredth
of  a share of its Series A Participating Preference Stock, $1.00
par value (the "Preference Stock"), at a price of $75.00 per each
one  one-hundredth  share  of  Preference  Stock  (the  "Purchase
Price"), subject to adjustment.

      The  Rights will separate from the Common Stock and Special
Common  Stock  and  Rights certificates will  be  issued  on  the
Distribution Date.  Unless otherwise determined by a majority  of
the  Board of Directors, the Distribution Date will occur on  the
earlier of the tenth business day following (i) the later of  (A)
a  public  announcement that a person or group of  affiliated  or
associated  persons  (an  "Acquiring Person")  has  acquired,  or
obtained  the right to acquire, beneficial ownership  (determined
as  provided  in  the Rights Agreement) of 17%  or  more  of  the
outstanding  shares  of  Common Stock and  Special  Common  Stock
(taken together as a single class, treating each share of Special
Common   Stock   outstanding  as  one  share  of   Common   Stock
outstanding) (the "Stock Acquisition Date") and (B) the  date  on
which  an  executive officer of the Company has actual  knowledge
that   an   Acquiring  Person  has  become  such,  or  (ii)   the
commencement  or announcement of an intention to  make  a  tender
offer  or  exchange offer that would result in a person or  group
owning  30%  or more of the outstanding Common Stock and  Special
Common  Stock  (taken together as a single class,  treating  each
share  of Special Common Stock outstanding as one share of Common
Stock  outstanding) (the earlier of such dates being  called  the
"Distribution  Date").  In any event, the Board of Directors  may
delay  the  distribution of the Rights.  Until  the  Distribution
Date  (or  earlier redemption or expiration of the  Rights),  new
Common  Stock and Special Common Stock certificates issued  after
the  Dividend  Record Date upon transfer or new issuance  of  the
Company's  Common Stock or Special Common Stock  will  contain  a
notation incorporating the Rights Agreement by reference.   Until
the Distribution Date (or earlier redemption or expiration of the
Rights),  the  surrender for transfer of  any  of  the  Company's
Common Stock or Special Common Stock certificates outstanding  as
of  the Dividend Record Date will also constitute the transfer of
the  Rights  associated with the Common Stock or  Special  Common
Stock  represented by such certificate.  As soon  as  practicable
following  the  Distribution Date, if any, separate  certificates
evidencing  the Rights ("Right Certificates") will be  mailed  to
holders  of  record  of the Company's Common  Stock  and  Special
Common Stock as of the close of business on the Distribution Date
and  such  separate  Right Certificates alone will  evidence  the
Rights.

      Bready  Associates,  a  general  partnership,  any  general
partner thereof, and any affiliate thereof so long as Richard  L.
Bready is a general partner of such partnership, any director  of
the  Company,  any executive officer elected by the directors  of
the Company and any affiliate thereof and any two or more of such
persons  acting  as a group will not be considered  an  Acquiring
Person.  In addition, the Company, any wholly-owned subsidiary of
the  Company,  any employee benefit plan of the  Company  or  any
wholly-owned  subsidiary of the Company or  any  trustee  thereof
acting  in such capacity or any Acquiring Person who became  such
prior  to  October  12, 1993 with respect to  securities  of  the
Company  acquired  prior to such date will not be  considered  an
Acquiring  Person.  Also any person who would  be  considered  to
have  become an Acquiring Person on and after September 27,  1995
solely  as  a  result of decreases in the outstanding  shares  of
Common  Stock  and  Special Common Stock of the Company  provided
such person does not thereafter purchase or otherwise acquire any
additional shares will not be considered an Acquiring Person.

      The Rights are not exercisable until the Distribution Date.
The Rights will expire on April 11, 1996 (the "Expiration Date").

      The Purchase Price payable, and the number of shares of the
Preference  Stock or other securities or property issuable,  upon
exercise  of the Rights, are subject to adjustment from  time  to
time to prevent dilution (i) in the event of a stock dividend on,
or   a  subdivision,  combination  or  reclassification  of   the
Preference  Stock,  (ii)  upon  the  grant  to  holders  of   the
Preference  Stock of certain rights or warrants to subscribe  for
shares of the Preference Stock or convertible securities at  less
than  the  current market price of the Preference Stock or  (iii)
upon  the  distribution  to holders of the  Preference  Stock  of
evidences  of indebtedness or assets (excluding regular quarterly
cash  dividends out of the earnings or retained earnings  of  the
Company  and dividends payable in shares of Preference Stock)  or
of  subscription rights or warrants (other than those referred to
above).

      In  the  event  that,  at  any  time  following  the  Stock
Acquisition Date, the Company were acquired in a merger or  other
business  combination  (other  than  a  merger  descried  in  the
following sentence) or 50% or more of its assets or earning power
were  sold,  proper provision shall be made so  that,  except  as
described in the last sentence of this paragraph, each holder  of
a  Right  shall  thereafter have the right to receive,  upon  the
exercise thereof at the then current exercise price of the Right,
that  number  of shares of such transaction which  would  have  a
market  value of two times the exercise price of the  Right.   In
the  event that, at any time following the Distribution Date, (i)
the  Company were the surviving corporation in a merger  with  an
Acquiring  Person  and  its  Common Stock  were  not  changed  or
exchanged, (ii) an Acquiring Person engages in one of a number of
self-dealing  transactions specified in the Rights  Agreement  or
(iii)  during such time as there is an Acquiring Person,  (A)  an
event  occurs which results in such Acquiring Person's  ownership
interest  being increased by more than 1% or (B) there  shall  be
any  reduction in the annual rate of dividends paid on the shares
of  Common  Stock  (except  as approved  by  a  majority  of  the
directors  of  the  Company  or  as  necessary  to  reflect   any
subdivision of the Common Stock or as required by Delaware  law),
proper  provision shall be made so that, except as  described  in
the  following  sentence, each holder of a Right will  thereafter
have the right to receive upon exercise that number of shares  of
the Common Stock (or, in certain circumstances, cash, property or
other  securities of the Company) having a market  value  of  two
times  the exercise price of the Right.  Following the occurrence
of  any of the events described in this paragraph (as defined  in
the  Rights  Agreement, a "Common Stock Event"), any Rights  that
are,  or  (under certain circumstances specified  in  the  Rights
Agreement) were, beneficially owned by any Acquiring Person shall
immediately become null and void.

     With certain exceptions, no adjustment in the Purchase Price
will   be  required  until  cumulative  adjustments  require   an
adjustment  of at least 1% in such Purchase Price.  No fractional
shares  of  any  securities  (other  than  fractional  shares  of
Preference Stock in integral multiples of one one-hundredth of  a
share) will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of such securities on  the
last trading date prior to the date of exercise.

      At any time prior to earlier of (i) the first occurrence of
a  Common  Stock Event or (ii) the Expiration Date, the directors
of the Company, by a two-thirds vote, may redeem the Rights at  a
redemption  price of $.01 (the "Redemption Price"), as  described
in  the  Rights  Agreement.  Immediately upon the action  of  the
directors  of  the  Company electing to redeem  the  Rights,  the
Company  shall make a public announcement thereof, and upon  such
election, the right to exercise the Rights will terminate and the
only  right  of  the  holders of Rights will be  to  receive  the
Redemption Price.

      If  not  previously exercised or redeemed, the Rights  will
expire  on the Expiration Date.  Until a Right is exercised,  the
holder thereof, as such, will have no rights as a shareholder  of
the Company, including, without limitation, the right to vote  or
to receive dividends.

     Any of the provisions of the Rights Agreement may be amended
by  the  Company  prior  to  the Distribution  Date.   After  the
Distribution Date, the provisions of the Rights Agreement may  be
amended  by  the Company without approval of the holders  of  the
Rights  in  order to cure any ambiguity, to correct or supplement
any  provision  which may be defective or inconsistent,  to  make
changes which do not adversely affect the interests of holders of
Rights  (excluding  the  interests of any Acquiring  Person),  to
shorten  or  lengthen any time period under the Rights Agreement,
including, without limitation, the redemption period or to reduce
the Purchase Price in order that certain transactions will not be
taxable.

      While the distribution of the Rights will not be taxable to
stockholders  or  the  Company  and  the  Company  believes  that
separation of the Rights on the Distribution Date should  not  be
so  taxable,  stockholders may, depending upon the circumstances,
recognize  taxable  income in the event that  the  Rights  become
exercisable  for Common Stock (or other property) of the  Company
or for common stock of the acquiring Company as set forth above.

      As  of  October 10, 1995, there were 11,746,501  shares  of
Common   Stock  and  506,776  shares  of  Special  Common   Stock
outstanding  each of which received one Right and each  share  of
Common  Stock  and  Special Common Stock issued  thereafter  will
receive  one  Right.  As long as the Rights are attached  to  the
Common Stock and Special Common Stock, the Company will issue one
Right  with  each newly issued share of Common Stock and  Special
Common  Stock,  including any such shares  which  may  be  issued
pursuant  to employee benefit plans and the Company's contractual
commitments,  so  that  all shares of Common  Stock  and  Special
Common  Stock  outstanding  on the Distribution  Date  will  have
attached  Rights.   The Company has reserved  200,000  shares  of
Preferred Stock for issuance upon exercise of the Rights.

      The  Rights  may  be  deemed to have certain  anti-takeover
effects.  The Rights will cause substantial dilution to a  person
or  group  that  attempts to acquire the  Company  on  terms  not
approved by the directors of the Company, except pursuant  to  an
offer  conditioned  on  a  substantial  number  of  Rights  being
acquired.

      The foregoing description of the Rights does not purport to
be  complete  and  therefore  is qualified  in  its  entirety  by
reference  to the Rights Agreement and Amendments  No.  1  and  2
thereto which have been filed as exhibits to the Form 8-A.


Item 2.   Exhibits.

      Item  2  is hereby amended to include the following  as  an
exhibit to the registration statement:

Exhibit

     A.   Amendment No. 2 dated as of September 27, 1995  to  the
          Amended  and  Restated Rights Agreement,  dated  as  of
          March  18,  1991 between the Company and  State  Street
          Bank and Trust Company, as Rights Agent.

                            SIGNATURE

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

                                   NORTEK, INC.



                                   By: /s/ Richard L. Bready
                                   Title:  Chairman



Date:  October 13, 1995

                                                        EXHIBIT A
                                                                 
             AMENDMENT NO. 2 TO AMENDED AND RESTATED
                  NORTEK, INC. RIGHTS AGREEMENT
                   DATED AS OF MARCH 18, 1991

      This amendment, dated as of September 27, 1995, amends  the
Nortek,  Inc.  Rights Agreement dated as of March  31,  1986,  as
amended   and  restated  as  of  March  18,  1991  (the   "Rights
Agreement")  between  Nortek, Inc., a Delaware  corporation  (the
"Company")  and  State Street Bank and Trust Company,  as  Rights
Agent   (the  "Rights  Agent").   Terms  defined  in  the  Rights
Agreement and not otherwise defined herein are used herein as  so
defined.

                      W I T N E S S E T H:

      WHEREAS, on March 18, 1991, the Board of Directors  of  the
Company  approved certain amendments to the Rights Agreement  and
approved the form of the Amended and Restated Rights Agreement;

     WHEREAS, pursuant to Section 26 of the Rights Agreement, the
Board  of  Directors  of  the Company desires  to  further  amend
certain provisions of the Rights Agreement;

      NOW,  THEREFORE, the Rights Agreement is hereby amended  as
follows:

          Section  1(a)  is amended by adding the  following
          subparagraph  (vi)  to  the  proviso   immediately
          following   subparagraph   (v)   and   immediately
          preceding "shall":
          
                  "or  (vi)  any  Acquiring  Person   who
               becomes,  or has become, such on or  after
               September  27, 1995 solely as a result  of
               decreases  in  the outstanding  number  of
               shares  of Common Stock and Special Common
               Stock; provided that such Person does  not
               thereafter  purchase or otherwise  acquire
               beneficial  ownership  of  any  additional
               shares,"

      IN  WITNESS WHEREOF, the parties have caused this amendment
to  the  Rights Agreement to be duly executed as of the  day  and
year first above written.

                                   NORTEK, INC.

                                   By: /s/ Richard L. Bready
                                   Title:  Chairman

Attest:

By:/s/ Kevin W. Donnelly
Title:  Secretary

                                   STATE STREET BANK AND
                                     TRUST COMPANY

                                   By: /s/ Vincent J. Quealy, Jr.
                                   Title: Vice President