-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 JJQzOlp42i68Wl/xeLKVOEDhvIkXEPPSTlYzBE22+NlxpCPqUsORFtn0GHIoHLhv
 Gbp8MHBpujZeUTqYWPl6Ng==

<SEC-DOCUMENT>0000897101-97-000653.txt : 19970606
<SEC-HEADER>0000897101-97-000653.hdr.sgml : 19970606
ACCESSION NUMBER:		0000897101-97-000653
CONFORMED SUBMISSION TYPE:	S-8 POS
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		19970605
EFFECTIVENESS DATE:		19970605
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			APPLIANCE RECYCLING CENTERS OF AMERICA INC /MN
		CENTRAL INDEX KEY:			0000862861
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MISC DURABLE GOODS [5090]
		IRS NUMBER:				411454591
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8 POS
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-68890
		FILM NUMBER:		97619784

	BUSINESS ADDRESS:	
		STREET 1:		7400 EXCELSIOR BLVD
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55426-4502
		BUSINESS PHONE:		6129309000

	MAIL ADDRESS:	
		STREET 1:		7400 EXCELSIOR BLVD
		CITY:			NINNEAPOLIS
		STATE:			MN
		ZIP:			554264517
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<DESCRIPTION>POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
<TEXT>


      As filed with the Securities and Exchange Commission on June 5, 1997
                                                       Registration No. 33-68890

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
       -----------------------------------------------------------------
                                 POST EFFECTIVE
                                 Amendment No. 1
                                       to

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

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
               (Exact name of issuer as specified in its charter)

            MINNESOTA                                     41-1454591
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

             7400 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA 55426
          (Address of principal executive offices, including Zip Code)

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
                         RESTATED 1989 STOCK OPTION PLAN
                            (Full title of the plan)

               KENT S. MCCOY                                  Copy to:
          VICE PRESIDENT, FINANCE                     ELIZABETH H. COBB, ESQ.
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.         MACKALL, CROUNSE & MOORE
          7400 EXCELSIOR BOULEVARD                       1400 AT&T TOWER
        MINNEAPOLIS, MINNESOTA 55426                   901 MARQUETTE AVENUE
  (Name and address of agent for service)          MINNEAPOLIS, MINNESOTA 55402
                                                           (612) 305-1400

                                 (612) 930-9000
          (Telephone number, including area code, of agent for service)



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8. EXHIBITS.

EXHIBIT
NUMBER                DESCRIPTION
- ------                -----------

* 5.1       Opinion of Mackall, Crounse & Moore as to the legality of Common
            Stock of the Company.

*24.1       Consent of McGladrey & Pullen, LLP.

*24.2       Consent of Mackall, Crounse & Moore [included in its opinion filed
            as Exhibit 5.1].

*25.1       Powers of Attorney [included as part of original signature page].

*28.1       Appliance Recycling Centers of America, Inc. Restated 1989 Stock
            Option Plan.

   
+28.2       Amendment, effective April 24, 1997, to Restated 1989 Stock Option
            Plan.
    

* Previously filed
+ Filed herewith



                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, 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 Minneapolis, State of Minnesota as of June 4, 1997.

                              APPLIANCE RECYCLING CENTERS OF AMERICA, INC.


                              By /s/ Edward R. Cameron
                                 Edward R. Cameron
                                 Chairman of the Board, President and
                                 Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed, as of June 4, 1997, by the following
persons in the capacities indicated.

Signature                           Title
- ---------                           -----

/s/ Edward R. Cameron               Chairman of the Board, President,
Edward R. Cameron                   Chief Executive Officer and Director
                                    (Principal Executive Officer)


 /s/ Kent S. McCoy                  Vice President and Treasurer
Kent S. McCoy                       (Principal Accounting Officer)



        *                           Director
George B. Bonniwell



        *                           Director
Duane S. Carlson



        *                           Director
Harry W. Spell



*By: /s/ Kent S. McCoy
     Kent S. McCoy, Attorney-in-Fact


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-28.2
<SEQUENCE>2
<DESCRIPTION>RESTATED 1989 STOCK OPTION PLAN
<TEXT>



                                                                    Exhibit 28.2




                       AMENDMENT, EFFECTIVE APRIL 24, 1997
                                       TO
                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
                         RESTATED 1989 STOCK OPTION PLAN


      AMENDMENT TO SECTION 6 OF THE RESTATED 1989 STOCK OPTION PLAN.  Upon the
ratification and approval of the Company's 1997 Stock Option Plan by the
shareholders of the Company (which occurred by a vote of the shareholders at the
Annual Meeting of Shareholders on April 24, 1997), Section 6 of the Restated
1989 Stock Option Plan shall be amended as follows:

      All future automatic grants to Non-Employee Directors pursuant to Section
6 of the Restated 1989 Stock Option Plan shall terminate upon shareholder
approval of the 1997 Stock Option Plan. All currently outstanding grants under
the 1989 Stock Option Plan shall not be effected thereby and shall continue
under the terms and conditions of the 1989 Stock Option Plan.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
