S-8

 As filed with the Securities and Exchange Commission on November 29, 1995

                                             Registration Statement No. 33-


                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549



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



                          WATTS INDUSTRIES, INC.
          (Exact name of Registrant as Specified in Its Charter)

      Delaware                                              04-2916536
(State of Incorporation)                    (I.R.S. Employer Identification #)
                           815 Chestnut Street
                         North Andover, MA 01845
                              (508) 688-1811
(Address, including zip code, and telephone number, including area code, of
                 Registrant's principal executive offices)

           WATTS INDUSTRIES, INC. MANAGEMENT STOCK PURCHASE PLAN
                         (Full Title of the Plan)


                           Thomas J. White, Esq.
                            Corporate Attorney
                           Watts Industries, Inc
                            815 Chestnut Street
                          North Andover, MA 01845
                              (508) 688-1811
 (Name, address, including zip code, and telephone number, including area
                        code, of agent for service)



                               With copy to:
                               _____________

                          John R. LeClaire, P.C.
                          Goodwin, Procter & Hoar
                              Exchange Place
                              53 State Street
                      Boston, Massachusetts 02109-2881
                               (617) 570-1000



                      CALCULATION OF REGISTRATION FEE
Title of          Amount to be   Proposed        Proposed        Amount of
Securities Being  Registered (1) Maximum         Maximum         Registration
Registered                       Offering Price  Aggregate       Fee
                                 Per Share       Offering Price
Class A Common    1,000,000      $22.1875 (2)    $22,187,500     $7,650.86
Stock, $.10 par   shares                                         
value


(1) Plus  such  additional number of shares as may be required pursuant  to
    the  Watts Industries, Inc Management Stock Purchase Plan in the  event
    of  a  stock  dividend, stock split or similar change in capitalization
    affecting the Class A Common Stock of the Registrant.
(2) This  estimate  is  made  pursuant to Rule 457(c)  and  (h)  under  the
    Securities  Act of 1933, as amended (the "Securities Act"), solely  for
    the  purpose of determining the amount of the registration fee  and  is
    based  upon the average of the high and low prices for the Registrant's
    Class A Common Stock, $.10 par value per share, as reported on the  New
    York Stock Exchange on November 24, 1995.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.

    Watts Industries, Inc. (the "Company") hereby incorporates by
reference  the  following documents which  have  previously  been
filed   with   the   Securities  and  Exchange  Commission   (the
"Commission"):

     (a)  The  Company's Quarterly Report on Form  10-Q  for  the
quarter ended September 30, 1995; and

         (b)  The  Company's Annual Report on  Form10-K  for  the
fiscal year ended June 30, 1995.

    (c)  The  description of the Company's Class A Common  Stock,
    $.10   par  value  per  share,  contained  in  the  Company's
    registration statement on Form 8-A dated June 22, 1995, filed
    with  the  Securities  and Exchange  Commission  pursuant  to
    Section  12  of  the Exchange Act of 1934, as  amended  ("the
    Exchange Act"), and any amendments or reports filed  for  the
    purpose of updating such description.

     In  addition,  all  documents subsequently  filed  with  the
Securities  and  Exchange Commission by the Company  pursuant  to
Sections  13(a) and 13(c), Section 14 and Section  15(d)  of  the
Exchange  Act,  prior to the filing of a posteffective  amendment
hereto that indicates that all securities offered hereunder  have
been  sold  or  that  deregisters all securities  then  remaining
unsold,  shall be deemed to be incorporated by reference in  this
registration statement and to be a 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.

    Under Section 145 of the Delaware General Corporation Law, as
amended  (the  "DGCL"), the Company has the  power  to  indemnify
directors and officers under certain prescribed circumstances and
subject   to  certain  limitations  against  certain  costs   and
expenses,  including  attorneys'  fees  actually  and  reasonably
incurred  in  connection  with any action,  suit  or  proceeding,
whether  civil,  criminal, administrative  or  investigative,  to
which  any  of  them is a party by reason of his or  her  being  a
director or officer of the Company if it is determined that he or
she  acted in accordance with the applicable standard of  conduct
set forth in such statutory provisions.

     Section102(b)(7) of the DGCL provides that a certificate  of
incorporation may contain a provision eliminating or limiting the
personal  liability  of  a director to  the  corporation  or  its
stockholders for monetary damages for breach of fiduciary duty as
a  director  provided that such provision shall not eliminate  or
limit  the  liability of a director (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)  under  Section 174 of  the  DGCL,  or  (iv)  for  any
transaction from which the director derived an improper  personal
benefit.

      Article TENTH  of  the  Company's  Restated  Certificate  of
Incorporation, as amended, states that:

     No director of the Company shall be personally liable to the
Company  or its stockholders for monetary damages for  breach  of
fiduciary  duty  as  a  director;  provided,  however,  that  the
foregoing  clause shall not apply to any liability of a  director
(i)for  any  breach  of the director's duty  of  loyalty  to  the
Company  or  its stockholders, (ii)for acts or omissions  not  in
good  faith or which involve intentional misconduct or a  knowing
violation   of   law,  (iii)under  Section 174  of   the   General
Corporation  Law  of  the  State  of  Delaware,  or  (iv)for  any
transaction from which the director derived an improper  personal
benefit.  This Article shall not eliminate or limit the liability
of  a  director for any act or omission occurring  prior  to  the
effective  date  of  this Restated Certificate  of  Incorporation
under the laws of the State of Delaware.

     Article V of the Company's By-laws provides that the  Company
shall  indemnify, to the fullest extent permitted by the  General
Corporation Law of the State of Delaware (as presently in  effect
or as hereafter amended):

     Any person who was or is a party or is threatened to
be  made  a party to any threatened, pending or completed
action,  suit  or  proceeding, whether  civil,  criminal,
administrative or investigative (other than an action  or
suit by or in the right of the Company) by reason of  the
fact  that  he  is or was a director or  officer  of  the
Company,  or  is  or was serving at the  request  of  the
Company  as a director or officer of another corporation,
partnership,  joint venture, trust or  other  enterprise,
against  expenses (including attorneys' fees), judgments,
fines  and  amounts  paid  in  settlement  actually   and
reasonably incurred by him in connection with such  suit,
action or proceeding if he acted in good faith and  in  a
manner he reasonably believed to be in or not opposed  to
the  best interests of the Company, and, with respect  to
any  criminal  action or proceeding,  had  no  reasonable
cause   to   believe  his  conduct  was  unlawful.    The
termination   of  any  action,  suit  or  proceeding   by
judgment, order, settlement, conviction, or upon  a  plea
of  nolo  contendere  or its equivalent,  shall  not,  of
itself, create a presumption that the person did not  act
in  good  faith  and  in  a manner  which  he  reasonably
believed to be in or not opposed to the best interests of
the  Companyor,  with respect to any criminal  action  or
proceeding,  that  the  person had  reasonable  cause  to
believe that his conduct was unlawful.

     Any person who was or is a party or is threatened to
be  made  a party to any threatened, pending or completed
action  or  suit  by or in the right of  the  Company  to
procure  a  judgment in its favor by reason of  the  fact
that  he  is or was a director or officer of the Company,
or  is or was serving at the request of the Company as  a
director  or officer of another corporation, partnership,
joint   venture,  trust  or  other  enterprise,   against
expenses   (including  attorneys'  fees)   actually   and
reasonably incurred by him in connection with the defense
or  settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in  or
not  opposed  to  the best interests of the  Company  and
except  that no indemnification shall be made in  respect
of  any  claim, issue or matter as to which  such  person
shall  have been adjudged to be liable for negligence  or
misconduct in the performance of his duty to the  Company
unless,  and  only  to  the extent  that,  the  Court  of
Chancery  of the State of Delaware or the court in  which
such  action  or  suit was brought shall  determine  upon
application  that, despite the adjudication of  liability
but  in  view of all the circumstances of the case,  such
person is fairly and reasonably entitled to indemnity for
such  expenses which the Court of Chancery or such  other
court shall deem proper.

     To  the  extent  that a director or officer  of  the
Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to  in
the  two  immediately preceding paragraphs, or in defense
of  any  claim,  issue  or matter therein,  he  shall  be
indemnified against expenses (including attorneys'  fees)
actually  and  reasonably incurred by him  in  connection
therewith.


     Article V of the Company's By-laws also authorizes the Board
of Directors of the Company, in its discretion to indemnify:

     Any person who was or is a party or is threatened to
be  made  a  party to any threatened pending or completed
action,  suit  or  proceeding, whether  civil,  criminal,
administrative or investigative (other than an action  by
or  in  the right of the Company) by reason of  the  fact
that he is or was an employee or agent of the Company, or
is  or  was  serving at the request of the Company  as  a
director   or  as  an  employee  or  agent   of   another
corporation, partnership, joint venture, trust  or  other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement  actually
and  reasonably incurred by him in connection  with  such
action, suit or proceeding if he acted in good faith  and
in  a  manner  he reasonably believed to  be  in  or  not
opposed  to the best interests of the Company  and,  with
respect  to  any  criminal action or proceeding,  had  no
reasonable cause to believe his conduct was unlawful. The
termination   of  any  action,  suit  or  proceeding   by
judgment, order, settlement, conviction, or upon  a  plea
of  nolo  contendere  or its equivalent,  shall  not,  of
itself, create a presumption that the person did not  act
in  good  faith  and  in  a manner  which  he  reasonably
believed to be in or not opposed to the best interests of
the  Company or,  with respect to any criminal  action  or
proceeding,  that  the  person had  reasonable  cause  to
believe that his conduct was unlawful.

     Any person who was or is a party or is threatened to
be  made  a party to any threatened, pending or completed
action  or  suit  by or in the right of  the  Company  to
procure  a  judgment in its favor by reason of  the  fact
that he is or was an employee or agent of the Company, or
is  or  was  serving at the request of the Company  as  a
employee  or  agent of another corporation,  partnership,
joint   venture,  trust  or  other  enterprise,   against
expenses   (including  attorneys'  fees)   actually   and
reasonably incurred by him in connection with the defense
or  settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in  or
not  opposed  to  the best interests of the  Company  and
except  that no indemnification shall be made in  respect
of  any  claim, issue or matter as to which  such  person
shall  have been adjudged to be liable for negligence  or
misconduct in the performance of his duty to the  Company
unless,  and  only  to  the extent  that,  the  Court  of
Chancery  of the State of Delaware or the court in  which
such  action  or  suit was brought shall  determine  upon
application  that, despite the adjudication of  liability
but  in  view of all the circumstances of the case,  such
person is fairly and reasonably entitled to indemnify for
such  expenses which the Court of Chancery or such  other
court shall deem proper.

     Article  V  of  the Company's By-laws also includes  certain
provisions  relating  to  the scope of  the  indemnification  for
officers  and  directors of the Company and  the  procedures  for
determining entitlement to indemnification:

     Determination  of Entitlement.  Any  indemnification
pursuant to Article V (unless required by law or  ordered
by  a  court)  shall  be  made by  the  Company  only  as
authorized in the specific case upon a determination that
indemnification  of  the director, officer,  employee  or
agent  is proper in the circumstances because he has  met
the  applicable standard of conduct set forth in Section1
of ArticleV.  Such determination shall be made (a) by the
Board  of  Directors  by  a majority  vote  of  a  quorum
consisting  of  directors who were not  parties  to  such
action,  suit or proceeding, or (b) if such a  quorum  is
not  obtainable,  or,  even if  obtainable  a  quorum  of
disinterested directors so directs, by independent  legal
counsel  in a written opinion, or (c) by the stockholders
of the Company.

     Advance Payments.  Expenses incurred in defending  a
civil or criminal action, suit or proceeding may be  paid
by  the  Company  in advance of the final disposition  of
such  action,  suit or proceeding, only as authorized  by
the Board of Directors in the specific case (including by
one  or more directors who may be parties to such action,
suit or proceeding), upon receipt of an undertaking by or
on  behalf of the director, officer, employee or agent to
repay   such   amount  unless  it  shall  ultimately   be
determined that he is entitled to be indemnified  by  the
Company as authorized in ArticleV.

      Non-Exclusive   Nature  of  Indemnification.    The
indemnification provided in Article V shall not be deemed
exclusive  of  any  other rights  to  which  any  person,
whether or not entitled to be indemnified hereunder,  may
be entitled under any statute, by-law, agreement, vote of
stockholders or directors or otherwise, both as to action
in  his  official  capacity and as to action  in  another
capacity while holding such office, and shall continue as
to  a  person  who has ceased to be a director,  officer,
employee or agent and shall inure to the benefit  of  the
heirs,  executors and administrators of  such  a  person.
Each  person who is or becomes a director or  officer  as
aforesaid  shall  be deemed to have  served  or  to  have
continued to serve in such capacity in reliance upon  the
indemnity provided for in ArticleV.

    Insurance.  To the extent obtainable, the Company may
purchase and maintain insurance with reasonable limits on
behalf  of any person who is or was a director,  officer,
employee or agent of the Company, or is or was serving at
the  request  of  the  Company as  a  director,  officer,
employee  or  agent of another corporation,  partnership,
joint  venture,  trust  or other enterprise  against  any
liability  asserted against such person and  incurred  by
such  person in any such capacity, or arising out of such
person's status as such, whether or not the Company would
have  the  power  to indemnify such person  against  such
liability under the provisions of the General Corporation
Law  of the State of Delaware (as presently in effect  or
hereafter   amended),   the   Restated   Certificate   of
Incorporation or these By-laws.

    No Duplicate Payments.  The Company's indemnification
under Section1 of ArticleV of any person who is or was  a
director,  officer, employee or agent of the Company,  or
is  or  was  serving at the request of the Company  as  a
director,   officer,  employee  or   agent   of   another
corporation, partnership, joint venture, trust  or  other
enterprise,  shall be reduced by any amounts such  person
receives  as  indemnification (i)  under  any  policy  of
insurance  purchased  and  maintained  on  such  person's
behalf  by  the  Company, (ii) from such  other  Company,
partnership, joint venture, trust or other enterprise, or
(iii)   under   any   other  applicable   indemnification
provision.


Item 7. Exemption from Registration Claimed.

    Not applicable.


Item 8. Exhibits.

     The  following  is  a  complete list of  exhibits  filed  or
incorporated by reference as part of this registration statement.


Exhibit

     4.1   Restated Certificate of Incorporation, as amended,  of
           the Company (1)
     4.2   Amended and Restated By-laws of the Company (2)
     4.3   Watts Industries, Inc. Management Stock Purchase Plan
     5.1   Opinion of Goodwin, Procter & Hoar as to the  legality
           of the securities being registered
    23.1   Consent  of  Goodwin,  Procter  &  Hoar  (included  in
           Exhibit 5.1 to this Registration Statement)
    23.2   Consent of Ernst & Young LLP, Independent Auditors
    23.3   Consent of Deloitte & Touche, Independent Auditors
    24.1   Powers of Attorney (included on signature page to this
           registration statement)

_____________________

(1)  Incorporated  by reference to the relevant  exhibit  to  the
     Company's  Annual  Report  on  Form  10-K   filed  with  the
     Commission on September 28, 1995.
(2)  Incorporated  by reference to the relevant  exhibit  to  the
     Company's  Current  Report  on  Form  8-K  filed  with   the
     Commission on May 15, 1992.


Item 9. Undertakings.

    (a)     The undersigned registrant hereby undertakes:

                (1) To file, during any period in which offers or
        sales  are being made, a posteffective amendment to  this
        registration statement;

                     (i)  To  include any prospectus required  by
        Section 10(a)(3) of 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%  change in the maximum aggregate offering  price  set
        forth  in "Calculation of Registration Fee" table in  the
        effective registration statement; and

                     (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)   herein  do  not  apply  if  the  information
        required  to be included in a posteffective amendment  by
        those  paragraphs is contained in periodic reports  filed
        by  the undersigned registrant pursuant to Section 13  or
        Section  15(d) of the Exchange Act that are  incorporated
        by reference in the registration statement;


                 (2)  That,  for  the purpose of determining  any
    liability  under the Securities Act, each such  posteffective
    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; and

                 (3)  To remove from registration by means  of  a
    posteffective   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 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 the initial bona  fide  offering
        thereof.

    (c)      Insofar  as indemnification for liabilities  arising
    under  the  Securities  Act 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 Securities Act, and is, therefore,
    unenforceable.  In the event that a claim for indemnification
    against  such  liabilities (other than  the  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  Securities  Act and will be governed  by  the  final
    adjudication of such issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
Watts  Industries, Inc. 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  Town  of  North  Andover,  Commonwealth  of
Massachusetts, on this 29th day of November, 1995.

                              WATTS INDUSTRIES, INC.


                              By:   /s/ Timothy P. Horne
                                 Timothy  P.  Horne, Chairman  of the Board, 
                                 President and Chief Executive Officer

     KNOW  ALL  MEN  BY THESE PRESENTS, that we, the  undersigned
officers and directors of Watts Industries, Inc. hereby severally
constitute  and appoint Timothy P. Horne and Kenneth  J.  McAvoy,
and  each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our
names   in  the  capacities  indicated  below,  the  Registration
Statement on FormS-8 filed herewith and any and all amendments to
said  Registration Statement, and generally to do all such things
in  our names and in our capacities as officers and directors  to
enable  Watts Industries, Inc.  to comply with the provisions  of
the   Securities  Act  of  1933,  and  all  requirements  of  the
Securities   and  Exchange  Commission,  hereby   ratifying   and
confirming  our  signatures as they may be  signed  by  our  said
attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.

     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

 Signature                     Title                       Date


/s/ Timothy P. Horne      Chairman of the Board, President November 29, 1995
Timothy P. Horne          and Chief Executive Officer

/s/ Kenneth J. McAvoy     Chief Financial Officer          November 29, 1995
Kenneth J. McAvoy         and Treasurer, Secretary 
                          and Director

/s/ David  A. Bloss, Sr.  Executive Vice President and     November 29, 1995
David A. Bloss, Sr.       Director

/s/ Frederic B. Horne     Corporate Vice President and     November 29, 1995
Frederic B. Horne         Director

/s/ Noah T. Herndon       Director                         November 29, 1995
Noah T. Herndon

/s/ Wendy E. Lane         Director                         November 29, 1995
Wendy E. Lane

/s/ Gordon W. Moran       Director                         November 29, 1995
Gordon W. Moran

/s/ Daniel J. Murphy, III Director                         November 29, 1995
Daniel J. Murphy, III

                           EXHIBIT INDEX

Exhibit No.           Description                                   Page*

  4.1      Restated Certificate of Incorporation, as amended, of the Company (1)

  4.2      Amended and Restated By-laws of the Company (2)

  4.3      Watts Industries, Inc. Management Stock Purchase Plan

  5.1      Opinion of Goodwin, Procter & Hoar as to the legality of
           the securities being registered

 23.1      Consent of Goodwin, Procter & Hoar (included in
           Exhibit 5.1 hereto)

 23.2      Consent of Ernst & Young LLP, Independent Auditors

 23.3      Consent of Deloitte & Touche, Independent Auditors

 24.1      Powers of Attorney (included on signature page to this
           registration statement)







__________________________

(1) Incorporated  by  reference  to the  relevant  exhibit  to  the
    Company's  Annual Report on Form 10-K filed with the Commission
    on September 28, 1995.
(2) Incorporated  by  reference  to the  relevant  exhibit  to  the
    Company's  Current Report on Form 8-K filed with the Commission
    on May 15, 1992.

    *   Refers to sequentially numbered copy.




222290.c3

EX-4.3

                   WATTS INDUSTRIES, INC.
               MANAGEMENT STOCK PURCHASE PLAN


I.   INTRODUCTION

     The purpose of the Watts Industries, Inc. Management

Stock Purchase Plan (the "Plan") is to provide equity

incentive compensation to selected management employees of

Watts Industries, Inc. (the "Company") and its subsidiaries.

Participants in the Plan may elect to receive restricted

stock units ("RSUs") in lieu of all or a portion of their

annual incentive bonus and, in some circumstances, make

after-tax contributions in exchange for RSUs.  Each RSU

represents the right to receive one share of the Company's

Class A Common Stock (the "Stock") upon the terms and

conditions stated herein.  RSUs are granted at a discount of

25% from the fair market value of the Stock on the date of

grant.  So long as the participant remains employed by the

Company for at least three years after the date of grant,

his or her RSUs will be settled in shares of Stock after a

period of deferral selected by the participant, or upon

termination of employment, if earlier.

II.  ADMINISTRATION

     The Plan shall be administered by the Stock Option and

Compensation Committee of the Board of Directors of the

Company (the "Committee").  Each member of the Committee

shall be a "disinterested person" within the meaning of Rule

16b-3(c)(2)(i) promulgated under the Securities Exchange Act

of 1934, as amended (the "Act").  The Committee shall have

complete discretion and authority with respect to the Plan

and its application, except as expressly limited herein.

Determinations by the Committee shall be final and binding

on all parties with respect to all matters relating to the

Plan.

III. ELIGIBILITY

     Management employees of the Company and its

subsidiaries as designated by the Committee shall be

eligible to participate in the Plan.

IV.  PARTICIPATION

     A.   Restricted Stock Units.  Participation in the Plan

shall be based on the award of RSUs.  Each RSU awarded to a

participant shall be credited to a bookkeeping account

established and maintained for that participant.

     B.   Valuation of RSUs; Fair Market Value of Stock.

The value of each RSU, for purposes of the Plan, shall be

determined as follows:  The "Cost" of each RSU shall be

equal to 75% of the fair market value of the Stock on the

date the RSU is awarded.  The "Value" of each RSU shall be

equal to its Cost plus simple interest per annum on such

amount at the one-year U.S. Treasury Bill rate (as published

in The Wall Street Journal) in effect on the award date and

each anniversary thereof.  For all purposes of the Plan, the

"fair market value of the Stock" on any given date shall

mean the last reported sale price at which Stock is traded

on such date or, if no Stock is traded on such date, the

most recent date on which Stock was traded, as reflected on

the New York Stock Exchange.

     C.   Election to Participate.  Each year, each

participant may elect to receive an award of RSUs under the

Plan during the subsequent calendar year by completing a

Bonus Deferral and RSU Subscription Agreement ("Subscription

Agreement").  The Subscription Agreement shall provide that

the participant elects to receive RSUs in lieu of a

specified portion of any annual incentive bonus.  Such

portion may be expressed as either (1) a specified

percentage of the participant's actual bonus amount; (2) the

lesser of a specified percentage or a specified dollar

amount of the participant's actual bonus amount; or (3) a

specified dollar amount, up to 100% of the participant's

targeted maximum bonus.  Any dollar amount specified must be

at least $1,000; and any percentage specified must be at

least 10% and not more than 100%.  Amounts specified

pursuant to methods (1) and (2) are entirely contingent on

the amount of bonus actually awarded.  Where the participant

specifies a fixed dollar amount pursuant to method (3),

however, the Subscription Agreement shall provide that, if

the specified dollar amount exceeds the actual bonus amount

awarded, the participant  undertakes to pay the excess, in

cash or by check, to the Company within five days after the

date the participant receives notice of the bonus amount.

Each Subscription Agreement, in addition, shall specify a

deferral period for the RSUs to which it pertains.  The

deferral period shall be expressed as a number of whole

years, not less than three, beginning on the award date.

Subscription Agreements must be received by the Company no

later than December 31 of the fiscal year for which such

bonus amount will be determined.  A participant who is not

subject to the short-swing profits rule of Section 16 of the

Act may revise his or her Subscription Agreement with

respect to the amount of elected RSUs no later than June 1

of the fiscal year for which such bonus amount will be

determined.

     D.   Award of RSUs.  Once each year, on the date that

annual incentive bonuses are paid or would otherwise be

paid, the Company shall award RSUs to each participant as

follows:  Each participant's account shall be credited with

a whole number of RSUs determined by dividing the amount

(expressed in dollars) that is determined under his or her

Subscription Agreement by the Cost of each RSU awarded on

such date.  No fractional RSU will be credited and the

amount equivalent in value to the fractional RSU will be

paid out to the participant currently in cash.



V.   VESTING AND SETTLEMENT OF RSUs

     A.   Vesting.  A participant shall be fully vested in

each RSU three years after the date such RSU was awarded.

     B.   Settlement After Vesting.  With respect to each

vested RSU, the Company shall issue to the participant one

share of Stock at the end of the deferral period specified

in the participant's Subscription Agreement pertaining to

such RSU, or upon the participant's termination of

employment or the termination of the Plan, if sooner.

     C.   Settlement Prior to Vesting.

          1.   Voluntary Termination.  If a participant

     voluntarily terminates his/her employment with the

     Company for reasons other than death or permanent

     disability, the participant's nonvested RSUs shall be

     canceled and he or she shall receive a cash payment

     equal to the lesser of (a) the Value of such RSUs or

     (b) an amount equal to the number of such RSUs

     multiplied by the fair market value of the Stock on the

     date of the participant's termination of employment.

          2.   Involuntary Termination.  If a participant's

     employment is terminated by the Company, or if the

     participant's employment terminates as a result of

     death or permanent disability, the participant's

     nonvested RSUs shall be canceled and he or she shall

     receive payment as follows:  The number of nonvested

     RSUs awarded on each award date shall be multiplied by

     a fraction that is equal to the number of full years

     that the participant was employed by the Company after

     each such award date divided by three and the

     participant shall receive the resulting number of such

     RSUs in shares of Stock.  With respect to the

     participant's remaining nonvested RSUs, the participant

     shall receive cash in an amount equal to the lesser of

     (a) the Value of such RSUs or (b) an amount equal to

     the number of such RSUs multiplied by the fair market

     value of the Stock on the date of the participant's

     termination of employment.

     3.   Committee's Discretion.  The Committee shall have

     complete discretion to determine the circumstances of a

     participant's termination of employment, including

     whether the same results from voluntary termination,

     permanent disability or termination by the Company, and

     the Committee's determination shall be final and

     binding on all parties and not subject to review or

     challenge by any participant or other person.

VI.  DIVIDEND EQUIVALENT AMOUNTS

     Whenever dividends (other than dividends payable only

in shares of Stock) are paid with respect to Stock, each

participant shall be paid an amount in cash equal to the

number of his or her vested RSUs multiplied by the dividend

value per share.  In addition, each participant's account

shall be credited with an amount equal to the number of such

participant's nonvested RSUs multiplied by the dividend

value per share.  Amounts credited with respect to each

nonvested RSU shall be paid, without interest, on the date

the participant becomes vested in such RSU, or when the

participant receives payment of his or her nonvested RSUs

pursuant to Subsection V.(C).

VII. DESIGNATION OF BENEFICIARY

     A participant may designate one or more beneficiaries

to receive payments or shares of Stock in the event of

his/her death.  A designation of beneficiary shall apply to

a specified percentage of a participant's entire interest in

the Plan.  Such designation, or any change therein, must be

in writing and shall be effective upon receipt by the

Company.  If there is no effective designation of

beneficiary, or if no beneficiary survives the participant,

the participant's estate shall be deemed to be the

beneficiary.

VIII.     SHARES ISSUABLE; MAXIMUM NUMBER OF RSUs;

ADJUSTMENTS

     A.   Shares Issuable.  The aggregate maximum number of

shares of Stock reserved and available for issuance under

the Plan shall be 1,000,000.  For purposes of this

limitation, the shares of Stock underlying any RSUs that are

canceled shall be added back to the shares of Stock

available for issuance under the Plan.  Shares subject to

the Plan are authorized but unissued shares or shares that

were once issued and subsequently re-acquired by the

Company.

     B.   Adjustments.  In the event of a stock dividend,

stock split or similar change in capitalization affecting

the Stock, the Committee shall make appropriate adjustments

in (i) the number and kind of shares of Stock or securities

with respect to which RSUs shall thereafter be granted, (ii)

the number and kind of shares remaining subject to

outstanding RSUs; (iii) the number of RSUs credited to each

participant's account; and (iv) the method of determining

the value of RSUs.  In the event of any proposed merger,

consolidation, sale, dissolution or liquidation of the

Company, all non-vested RSUs shall become fully vested upon

the effective date of such merger, consolidation, sale,

dissolution or liquidation and the Committee in its sole

discretion may, as to any outstanding RSUs, make such

substitution or adjustment in the aggregate number of shares

reserved for issuance under the Plan and the number of

shares subject to such RSUs as it may determine on an

equitable basis and as may be permitted by the terms of such

transaction, or terminate such RSUs upon such terms and

conditions as it shall provide.  In the case of the

termination of any vested RSU, the Committee shall provide

payment or other consideration which the Committee deems

equitable in the circumstances.

IX.  AMENDMENT OR TERMINATION OF PLAN

     The Company reserves the right to amend or terminate

the Plan at any time, by action of its Board of Directors,

provided that no such action shall adversely affect a

participant's rights under the Plan with respect to RSUs

awarded and vested before the date of such action, and

provided, further, that Plan amendments shall be subject to

approval by the Company's shareholders to the extent

required by the Act to ensure that awards are exempt under

Rule 16b-3 promulgated under the Act.

X.   MISCELLANEOUS PROVISIONS

     A.   No Distribution; Compliance with Legal

Requirements.  The Committee may require each person

acquiring shares of Stock under the Plan to represent to and

agree with the Company in writing that such person is

acquiring the shares without a view to distribution thereof.

No shares of Stock shall be issued until all applicable

securities law and other legal and stock exchange

requirements have been satisfied.  The Committee may require

the placing of such stop-orders and restrictive legends on

certificates for Stock as it deems appropriate.

     B.   Withholding.  Participation in the Plan is subject

to any required tax withholding on wages or other income of

the participant in connection with the Plan.  Each

participant agrees, by entering the Plan, that the Company

shall have the right to deduct any such taxes, in its sole

discretion, from any amount payable to the participant under

the Plan or from any payment of any kind otherwise due to

the participant.  Participants who wish to avoid the

withholding of shares of Stock otherwise issuable to them

under the Plan should arrange with the Company to pay the

amount of taxes required to be withheld in advance of the

settlement date.

     C.   Notices; Delivery of Stock Certificates.  Any

notice required or permitted to be given by the Company or

the Committee pursuant to the Plan shall be deemed given

when personally delivered or deposited in the United States

mail, registered or certified, postage prepaid, addressed to

the participant at the last address shown for the

participant on the records of the Company.  Delivery of

stock certificates to persons entitled to receive them under

the Plan shall be deemed effected for all purposes when the

Company or a share transfer agent of the Company shall have

deposited such certificates in the United States mail,

addressed to such person at his/her last known address on

file with the Company.

     D.   Nontransferability of Rights.  During a

participant's lifetime, any payment or issuance of shares

under the Plan shall be made only to him/her.  No RSU or

other interest under the Plan shall be subject in any manner

to anticipation, alienation, sale, transfer, assignment,

pledge, encumbrance or charge, and any attempt by a

participant or any beneficiary under the Plan to do so shall

be void.  No interest under the Plan shall in any manner be

liable for or subject to the debts, contracts, liabilities,

engagements or torts of a participant or beneficiary

entitled thereto.

     E.   Company's Obligations to Be Unfunded and

Unsecured.  The Plan shall at all times be entirely

unfunded, and no provision shall at any time be made with

respect to segregating assets of the Company (including

Stock) for payment of any amounts or issuance of any shares

of Stock hereunder.  No participant or other person shall

have any interest in any particular assets of the Company

(including Stock) by reason of the right to receive payment

under the Plan, and any participant or other person shall

have only the rights of a general unsecured creditor of the

Company with respect to any rights under the Plan.

     F.   Governing Law.  The terms of the Plan shall be

governed, construed, administered and regulated in

accordance with the laws of the Commonwealth of

Massachusetts.  In the event any provision of this Plan

shall be determined to be illegal or invalid for any reason,

the other provisions shall continue in full force and effect

as if such illegal or invalid provision had never been

included herein.

     G.   Effective Date of Plan.  The Plan shall become

effective as of the date of its approval by the holders of a

majority of the shares of the Company's Class A Common Stock

and Class B Common Stock, voting as a single class, present

or represented and entitled to vote at a meeting of the

shareholders.



119535.b5

EX-5.1

                      November 29, 1995



Watts Industries, Inc.
815 Chestnut Street
North Andover, MA  01845

          Re:  Watts Industries, Inc. Management Stock
          Purchase Plan

Ladies and Gentlemen:

     This opinion is furnished in connection with the
registration pursuant to the Securities Act of 1933, as
amended (the "Act"), of 1,000,000 shares (the "Shares") of
Class A Common Stock, par value $.10 per share (the "Class A
Common Stock"), of Watts Industries, Inc. (the "Company")
which may be issued pursuant to restricted stock units
granted under the Company's Management Stock Purchase Plan
(the "Plan").

     We have acted as counsel to the Company in connection
with the registration of the Shares under the Act.  We have
examined the Restated Certificate of Incorporation, as
amended, and the Amended and Restated By-laws of the
Company; such records of the corporate proceedings of the
Company as we deemed necessary; a registration statement on
Form S-8 under the Act relating to the Shares (the
"Registration Statement"); and such other certificates,
receipts, records and documents as we considered necessary
for the purposes of this opinion.  We have assumed the
genuineness of all signatures, the conformity to the
originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents
reviewed by us in original form, and the legal competence of
each individual executing a document.

     We are attorneys admitted to practice in the
Commonwealth of Massachusetts.  We express no opinion
concerning the laws of any jurisdictions other than the laws
of the United States of America, the Commonwealth of
Massachusetts and the corporate laws of the State of
Delaware.

     Based upon the foregoing, we are of the opinion that
upon the issuance and delivery of, and payment for, the
Shares in accordance with the terms of the Registration
Statement, the Plan and the Bonus Deferral and RSU
Subscription Agreements entered into pursuant to the Plan,
the Shares will be legally issued, fully paid and non-
assessable shares of the Company's Class A Common Stock.

      The foregoing opinion assumes that all requisite steps
will be taken to comply with the requirements of the Act and
applicable requirements of state laws regulating  the  offer
and  sale  of  securities.   The foregoing  opinion  further
assumes that the purchase price paid for the Shares will  be
in excess of the par value thereof.

      We hereby consent to the filing of this opinion as  an
exhibit to the Registration Statement.

                                   Very truly yours,

                                    /s/  Goodwin, Procter & Hoar

                                   GOODWIN, PROCTER & HOAR


223195.c3

EX-23

                        Exhibit 23.2


     Consent of Ernst & Young LLP, Independent Auditors


We consent to the incorporation by reference in the
Registration Statement (Form S-8) and in the related
Prospectus pertaining to the Watts Industries, Inc.
Management Stock Purchase Plan of our reports dated August 8,
1995, with respect to the consolidated financial statements
of Watts Industries, Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended June 30, 1995,
and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.

                                       ERNST & YOUNG LLP

Boston, Massachusetts
November 27, 1995





                        Exhibit 23.3
                              
                              
     Consent of Deloitte & Touche, Independent Auditors


We consent to the incorporation by reference in the
Registration Statement (Form S-8) and in the related
Prospectus pertaining to the Watts Industries, Inc.
Management Stock Purchase Plan of our reports dated August
8, 1995, with respect to the consolidated/combined financial
statements and financial statement schedules of Watts
Industries Europe B.V.

Leiden, The Netherlands, November 27, 1995



Deloitte & Touche
Registeraccountants


P.C. Spaargaren RA