<SUBMISSION>
<ACCESSION-NUMBER>0001171520-03-000282
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20030911
<EFFECTIVENESS-DATE>20030911
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WATTS INDUSTRIES INC
<CIK>0000795403
<ASSIGNED-SIC>3490
<IRS-NUMBER>042916536
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-108699
<FILM-NUMBER>03891860
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>815 CHESTNUT ST
<CITY>NORTH ANDOVER
<STATE>MA
<ZIP>01845
<PHONE>9786881811
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>815 CHESTNUT STREET
<CITY>NORTH ANDOVER
<STATE>MA
<ZIP>01845
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>eps1265.txt
<DESCRIPTION>WATTS INDUSTRIES, INC.
<TEXT>

   As filed with the Securities and Exchange Commission on September 11, 2003

                                      Registration Statement No. 333-___________
================================================================================
                       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 Number)

                               815 Chestnut Street
                       North Andover, Massachusetts 01845
                                 (978) 688-1811
   (Address, including zip code and telephone number, including area code, of
                    Registrant's principal executive offices)

         WATTS INDUSTRIES, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)
                          ----------------------------
                             Lester J. Taufen, Esq.
                                 General Counsel
                             Watts Industries, Inc.
                               815 Chestnut Street
                       North Andover, Massachusetts 01845
                                 (978) 688-1811
  (Name, address, including zip code and telephone number, including area code,
                              of agent for service)
                           ---------------------------

                                  With copy to:
                           Robert P. Whalen, Jr., P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                           ---------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Class of        Proposed Maximum Aggregate        Amount of
Securities to be Registered      Offering Price(1)(2)       Registration Fee
--------------------------------------------------------------------------------
Deferred Compensation.......         $1,000,000                   $80.90
================================================================================

(1)   This estimate is made pursuant to Rule 457(h) under the Securities Act of
      1933, as amended, based on the estimated amount of compensation being
      deferred under the plan. Estimated for purposes of calculating the
      registration fee in accordance with Rule 457(o) under the Securities Act
      of 1933.

(2)   Pursuant to Rule 416(c) under the Securities Act of 1933, this
      registration statement covers an indeterminate amount of obligations to be
      offered or sold pursuant to the deferred compensation plan described
      herein.

================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of 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"):

      o     the Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2003;

      o     the Company's Current Report on Form 8-K, filed on May 19, 2003;

      o     the Company's Current Report on Form 8-K, filed on May 15, 2003;

      o     the Company's Proxy Statement filed on April 17, 2003 for the
            stockholders meeting held on May 20, 2003;

      o     the Company's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2003;

      o     the Company's Current Report on Form 8-K, filed on March 26, 2003;

      o     the Company's Annual Report on Form 10-K for the year ended December
            31, 2002; and

      o     the description of the Company's Class A Common Stock contained in
            the Company's Registration Statement on Form 8-A filed with the
            Securities and Exchange Commission on June 22, 1995 pursuant to the
            Securities Exchange Act of 1934 and all amendments and reports
            updating the description.

      In addition, all documents subsequently filed with the Commission by the
Company pursuant to Sections 13(a) and 13(c), Section 14 and Section 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment thereto 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 such documents.

Item 4. Description of Securities.

      Under the Watts Industries, Inc. Non-Qualified Deferred Compensation Plan
(the "Plan"), the Company will provide certain management and highly compensated
employees of the Company (each a "Participant") the opportunity to defer a
specified percentage of their compensation. The securities being registered
represent obligations (the "Obligations") of the Company under the Plan to pay
in the future to the Participants in the Plan the value of the deferred
compensation. The Obligations may also represent amounts that the Company
credits to a Participant's account under the Plan.

      Amounts credited (or charged) to a Participant's account are credited (or
charged) with notional earnings (or losses) based on investment measurement
options under the Plan. The Obligations are payable in cash upon retirement or
the occurrence of other specified triggering events in a lump sum distribution
or in installments, at the election of the Participant made in accordance with
the Plan. There is no trading market for the Obligations.

      The Obligations are unsecured general obligations of the Company and rank
PARI PASSU with other unsecured and unsubordinated indebtedness of the Company.
The Obligations may not be sold, assigned, hypothecated, alienated, encumbered
or in any way transferred or conveyed in advance of receipt. Any attempt by
<PAGE>

any person to transfer or assign benefits under the Plan other than a claim for
benefits by a Participant or his or her beneficiary(ies), will be null and void.

      The Obligations are not convertible into any other security of the
Company. No trustee has been appointed to take action with respect to the
Obligations and each Participant in the Plan will be responsible for enforcing
his or her own rights with respect to the Obligations.

Item 6. Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law provides that a
corporation may 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 corporation, by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation or is
or was serving at the corporation's request as a director, officer, 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 the person in
connection with the action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The power to indemnify applies to actions brought by or in the right
of the corporation as well, but only to the extent of expenses, including
attorneys' fees but excluding judgments, fines and amounts paid in settlement,
actually and reasonably incurred by the person in connection with the defense or
settlement of the action or suit. And with the further limitation that in these
actions, no indemnification shall be made in the event of any adjudication of
negligence or misconduct in the performance of the person's duties to the
corporation, unless a court believes that in light of all the circumstances
indemnification should apply.

      In accordance with Section 145 of the Delaware General Corporation Law,
Article X of the Restated Certificate of Incorporation, as amended, of the
Company provides 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, except for liability (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 Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.

      Article V of the Amended and Restated By-laws of the Company provides for
indemnification by the Company of its directors, officers and certain
non-officer employees under certain circumstances against expenses (including
attorneys fees) judgments, fines and amounts paid in settlement reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceeding in which any such person is involved by reason of
the fact that such person is or was a director, an officer or an employee of the
Company, or is acting in any capacity with other entities at the request of the
Company, if such person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to criminal actions or proceedings, that such person had no
reasonable cause to believe his or her conduct was unlawful.

      Section 145(g) of the Delaware General Corporation Law and Article V of
the Amended and Restated By-laws of the Company provide that the Company shall
have the power to purchase and maintain insurance on behalf of its officers,
directors, employees and agents, against any liability asserted against and
incurred by such persons in any such capacity. The Company has obtained
insurance covering its directors and officers against losses and insuring the
Company against certain of its obligations to indemnify its directors and
officers.


                                        2
<PAGE>

Item 8. Exhibits.

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

Exhibit
-------

5.1       Opinion of Goodwin Procter LLP.*
23.1      Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.2      Consent of KPMG LLP.*
24.1      Power of Attorney (included on the signature page).

----------
* Filed herewith.

Item 9. Undertakings.

      (a)   The Company hereby undertakes:

            (1) To file, during any period in which offers 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 mater
            than a 20% change in the maximum aggregate offering price set forth
            in "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) herein 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 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 purposes 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; and


                                        3
<PAGE>

            (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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 the directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefor, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the Company 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 Company 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 and will be governed by the final
adjudication of such issue.


                                        4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 North Andover, The Commonwealth of Massachusetts, on
September 11, 2003.

                                      WATTS INDUSTRIES, INC.


                                      By: /s/ Patrick S. O'Keefe
                                          ----------------------------------
                                          Patrick S. O'Keefe
                                          Chief Executive Officer and Director

      KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Patrick S. O'Keefe and William C.
McCartney as such person's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for such person in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that any said attorney-in-fact and agent, or any
substitute or substitutes of any of them, may lawfully do or cause to be done by
virtue hereof.

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

       Signature                        Title                       Date
       ---------                        -----                       ----

/s/ Patrick S. O'Keefe       Chief Executive Officer and      September 11, 2003
----------------------       Director (Principal Executive
Patrick S. O'Keefe           Officer)


/s/ William C. McCartney     Chief Financial Officer,         September 11, 2003
------------------------     Treasurer and Secretary
William C. McCartney         (Principal Financial Officer
                             and PrincipalAccounting Officer)


/s/ Timothy P. Horne         Director                         September 11, 2003
--------------------
Timothy P. Horne


/s/ Kenneth J. McAvoy        Director                         September 11, 2003
---------------------
Kenneth J. McAvoy


/s/ Gordon W. Moran          Director                         September 11, 2003
-------------------
Gordon W. Moran


                                        5
<PAGE>

/s/ Daniel W. Murphy         Director                         September 11, 2003
--------------------
Daniel J. Murphy


/s/ Roger A. Young           Director                         September 11, 2003
------------------
Roger A. Young


/s/ John K. McGillicuddy     Director                         September 11, 2003
------------------------
John K. McGillicuddy


                                        6
<PAGE>

                                  EXHIBIT INDEX

Exhibit
  No.         Description
  ---         -----------

  5.1    --   Opinion of Goodwin Procter LLP.*

 23.1    --   Consent of Goodwin Procter LLP (included in Exhibit 5.1).

 23.2    --   Consent of KPMG LLP.*

 24.1    --   Power of Attorney (included on the signature page).

----------
* Filed herewith.


                                        7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>ex5-1.txt
<TEXT>

                                                                     EXHIBIT 5.1

                        [GOODWIN PROCTER LLP LETTERHEAD]

                               September 11, 2003

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

      Re:   Legality of Securities to be Registered Under Registration Statement
            on Form S-8

Ladies and Gentlemen:

      This opinion is furnished in connection with the registration statement on
Form S-8 (the "Registration Statement") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), relating to the registration of deferred
compensation obligations (the "Obligations") of Watts Industries, Inc., a
Delaware corporation (the "Company"). The Obligations will be offered under the
Watts Industries, Inc. Non-qualified Deferred Compensation Plan (the "Plan") to
a select group of management or highly compensated employees of the Company.

      In connection with rendering this opinion, we have examined (i) the
Restated Certificate of Incorporation of the Company, as amended, as on file
with the Secretary of State of the State of Delaware, (ii) the Amended and
Restated By-laws of the Company, as amended, (iii) such records of the corporate
proceedings of the Company as we deemed material, (iv) the Registration
Statement and the exhibits thereto, (v) the Plan, and (vi) such other
certificates, receipts, records and documents as we considered necessary for the
purposes of this opinion. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified, photostatic or facsimile copies, the
authenticity of the originals of such copies and the authenticity of telephonic
confirmations of public officials and others. As to facts material to our
opinion, we have relied upon certificates or telephonic confirmations of public
officials and certificates, documents, statements and other information of the
Company or representatives or officers thereof.

      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 and The Commonwealth of
Massachusetts and the Delaware General Corporation Law (which includes
applicable provisions of the Delaware General Corporation Law and reported
judicial decisions interpreting the Delaware General Corporation Law and
<PAGE>

Watts Industries, Inc.
September 11, 2003
Page 2

applicable provisions of the Delaware Constitution), and also express no opinion
with respect to the blue sky or securities laws of any state, including
Massachusetts and Delaware.

      Based on the foregoing, we are of the opinion that the Obligations, when
established pursuant to the terms of the Plan, will be duly authorized and
validly issued and will be legal, valid and binding unsecured general
obligations of the Company enforceable in accordance with their terms and the
terms of the Plan, except as and to the extent such enforceability (a) may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally, and (b) is subject to general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).

      This opinion shall be interpreted in accordance with the Legal Opinion
Principles issued by the Committee on Legal Opinions of the American Bar
Association's Business Law Section as published in 53 Business Lawyer 831 (May
1998).

      The opinions expressed herein are being furnished to you solely for your
benefit in connection with the Registration Statement, and may not be used or
relied upon by you for any other purpose, nor may this opinion be quoted from,
circulated, relied upon or otherwise referred to, by any other person or entity
without our prior written consent. This opinion is given as of the date first
set forth above, and we assume no obligation to update this opinion. We hereby
consent to the inclusion of this opinion as an exhibit to the Registration
Statement.

                                   Sincerely,

                                   /s/ GOODWIN PROCTER LLP

                                   GOODWIN PROCTER LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>ex23-2.txt
<TEXT>
                                                                    EXHIBIT 23.2

                          INDEPENDENT AUDITOR'S CONSENT

The Board of Directors
Watts Industries, Inc.:

We consent to the incorporation by reference in the registration statement on
Form S-8 of Watts Industries, Inc. of our report dated February 12, 2003 except
as to note 19, which is as of March 25, 2003, with respect to the consolidated
balance sheets of Watts Industries, Inc. and subsidiaries as of December 31,
2002, and 2001, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2002, which report appears in the December 31, 2002
annual report on Form 10-K of Watts Industries, Inc.


/s/ KPMG LLP

Boston, Massachusetts
September 10, 2003


</TEXT>
</DOCUMENT>
</SUBMISSION>
