S-8

As filed with the Securities and Exchange Commission on January 22, 2004.

Registration No. 333-________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________

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

AULT INCORPORATED
(Exact name of registrant as specified in its charter)

Minnesota	41-0842932
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

7105 Northland Terrace
Minneapolis, Minnesota 55428
(Address of principal executive offices and zip code)
____________________________

AULT INCORPORATED 1996 EMPLOYEE STOCK PURCHASE SAVINGS PLAN
(Full title of the Plan)
____________________________

	Copy to:
Frederick M. Green	Richard A. Primuth
President and Chief Executive Officer	Rebecca B. Sandberg
Ault Incorporated	Lindquist & Vennum P.L.L.P.
7105 Northland Terrace	4200 IDS Center
Minneapolis, Minnesota 55428	80 South 8th Street
(763) 592-1910	Minneapolis, MN 55402
(Name, address and telephone	(612) 371-3211
number, including area code,
of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, no par value	100,000 shares	$3.21(1)	$321,000(1)	$25.97

_________________________

(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the average high and low sale price of the Company's Common Stock on the Nasdaq National Market on January 20, 2004.

INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE

        A Registration Statement on Form S-8 (File No. 333-04609) was filed with the Securities and Exchange Commission on May 28, 1996 covering the registration of 100,000 shares initially authorized for issuance under the Company’s 1996 Employee Stock Purchase Savings Plan (the “Plan”). Pursuant to General Instruction E of Form S-8 and Rule 429, this Registration Statement is being filed to register an additional 100,000 shares authorized under the Plan. An amendment to the Plan to increase the reserved and authorized number of shares under the Plan by 100,000 was authorized by the Company’s Board of Directors on March 10, 2003 and approved by the Company’s shareholders on October 16, 2003. The contents of the prior Registration Statement are incorporated herein by reference.

PART I

        Pursuant to Part I of Form S-8, the information required by Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement and such information will be given to employees as specified by Rule 428(b)(1).

PART II

Item 3. Incorporation of Documents by Reference.

        The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference:

(a) The Annual Report of the Company on Form 10-K for the fiscal year ended June 1, 2003.

(b) The Definitive Proxy Statement dated September 16, 2003 for the Annual Meeting of Shareholders held on October 16, 2003.

(c) The Quarterly Reports of the Company on Form 10-Q for the quarters ended August 31, 2003 and November 30, 2003;

(d) The Current Reports of the Company on Form 8-K filed on August 12, 2003 and October 16, 2003.

(e) The description of the Company’s Common Stock to be offered pursuant to this Registration Statement is incorporated by reference to the Company’s Registration Statement on Form S-1 filed on July 18, 1983 (No. 2-85224).

        All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the completion or termination of this offering of shares of Common Stock 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.

        The description of the Company’s Common Stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        Article XI of the Registrant’s Bylaws provides that the Registrant shall indemnify any person who at any time shall serve or shall have served as a director, officer or employee of the Corporation, or of any other enterprise at the request of the Corporation, and the heirs, executors and administrators of such person in accordance with, and to the fullest extent permitted by the provisions of the Minnesota Business Corporation Act, Minnesota Statutes, Chapter 302A, as it may be amended from time to time.

        Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of acts or omissions performed in their official capacity as an officer, director, employee or agent of the corporation against judgments, penalties, fines, including without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in connection with the proceeding if, with respect to the acts or omissions of such person complained of in the proceeding, such person (i) has not been indemnified by another organization or employee benefit plan for the same expenses with respect to the same acts or omissions; (ii) acted in good faith; (iii) received no improper personal benefit and Minnesota Statutes, Section 302A.255 (regarding conflicts of interest), if applicable, has been satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to believe the conduct was unlawful; and (v) in the case of acts or omissions by persons in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions by persons in their capacity for other organization, reasonably believed that the conduct was not opposed to the best interests of the corporation. In addition, Section 302A.521, Subd. 3, of the Minnesota Statutes requires payment or reimbursement by the corporation, upon written request, of reasonable expenses (including attorneys’ fees) incurred by a person in advance of the final disposition of a proceeding in certain instances if a decision as to required indemnification is made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the Board, by special legal counsel, by the shareholders or by a court.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        Exhibit

4.1 Ault Incorporated 1996 Employee Stock Purchase Savings Plan, as amended

5.1 Opinion of Lindquist & Vennum P.L.L.P.

23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

3

23.2 Consent of Deloitte & Touch LLP, independent public accountants

24.1 Power of Attorney (set forth on the signature page hereof)

Item 9. Undertakings.

        The undersigned registrant hereby undertakes:

        (1)        To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(iii) To include any material information with respect to the plan of distribution no previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)        That, for determining 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 the securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)        To remove from registration by means of a post-effective amendment any of the securities 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 of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

(h)     Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue.

4

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, on January 22, 2004.

AULT INCORPORATED

By: /s/ Frederick M. Green          

Frederick M. Green
President and Chief Executive
Officer

POWER OF ATTORNEY

        The undersigned officers and directors of Ault Incorporated hereby constitute and appoint Frederick M. Green and Donald L. Henry, or either of them, with power to act one without the other, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on January 22, 2004, in the capacities indicated.

Signature	Title
/s/ Frederick M. Green	President, Chief Executive Officer
Frederick M. Green	and Chairman of the Board (Principal Executive Officer)
/s/ Donald L. Henry	Chief Financial Officer
Donald L. Henry	(Principal Financial Officer)
	Director
Carol A. Barnett
/s/ Brian T. Chang	Director
Brian T. Chang

5

/s/ John Colwell, Jr.	Director
John Colwell, Jr
/s/ John G. Kassakian	Director
John G. Kassakian
/s/ David J. Larkin	Director
David J. Larkin
	Director
Marvonia Pearson Walker

6

EX-4.1

                                                                     EXHIBIT 4.1


                                AULT INCORPORATED

                    1996 EMPLOYEE STOCK PURCHASE SAVINGS PLAN


                                    ARTICLE I
                                     PURPOSE
                                     -------

         The purpose of the 1996 Employee Stock Purchase Savings Plan is to
provide a greater community of interest between Ault Incorporated shareholders
and its employees, and to encourage and facilitate purchases of shares of common
stock in the Company by its employees. It is believed the Plan will encourage
employees to remain in the employ of the Company and will provide them with
further incentive to improve operations, increase profits and contribute more
significantly to the Company's success and will also permit the Company to
compete with other corporations offering similar plans in obtaining and
retaining the services of competent employees. It is intended that options
issued pursuant to this Plan shall constitute options issued pursuant to an
"Employee Stock Purchase Plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended.

                                   ARTICLE II
                                   DEFINITIONS
                                   -----------

         A. "Plan" means the 1996 Ault Incorporated Employee Stock Purchase
Savings Plan.

         B. "Board of Directors" means the Board of Directors of Ault
Incorporated.

         C. "Code" means the Internal Revenue Code of 1986, as amended.

         D. "Company" means Ault Incorporated, and any of its subsidiaries (as
that term is defined by Section 424(f) of the Code) to which Ault Incorporated
and such respective subsidiaries, by action of their boards of directors, shall
make this Plan applicable.

         E. "Employee" means any person, including an officer, who is
customarily employed or is expected to be customarily employed twenty (20) hours
or more per week by the Company.

         F. "Eligible Employee" means an Employee of the Company who is eligible
for participation in the Plan in accordance with Article IV.

         G. "Participant" means an Eligible Employee who has elected to
participate in the Plan in accordance with Article V.

         H. "Committee" means the committee provided for in Article XI.

         I. The "Effective Date" of the Plan means March 10, 1996 or a date
established by the Committee not to exceed fourteen days following registration
of the options and shares reserved pursuant to the Plan with the United States
Securities and Exchange Commission.

                                       1



         J. The "Commencement Date" of a Phase (as defined herein) shall be
determined and defined as provided in Article III, Section B herein.

         K. "Base Pay" means regular straight time earnings annualized as of the
date of Commencement Date of a Phase, excluding payments, if any, for overtime,
incentive compensation, commissions, disability payments, bonuses and any other
similar, special remuneration.

         L. "Termination Date" shall mean a date set by the Committee which is
at least 358 days after but no more than 365 days after the Commencement Date of
a particular Phase of the Plan provided that the Committee may elect to
accelerate the Termination Date of any Phase effective on the date specified by
the Committee in the event of (i) any consolidation or merger in which Ault
Incorporated is not the surviving corporation or pursuant to which shares of
Ault Incorporated would be converted into cash, securities or other property;
(ii) any sale, lease, exchange or other transfer (in one transaction or a series
of related transactions) of all or substantially all of the assets of the
Company; (iii) any plan of liquidation or dissolution of Ault Incorporated; (iv)
any event or transaction which would cause Ault Incorporated shares to cease to
be quoted on the NASDAQ Automated Quotation System.

         M. "Shares" shall mean common shares of Ault Incorporated of no par
value, subject to adjustments which may be made in accordance with Articles XVI
and XVII.

                                   ARTICLE III
                           TERM AND PHASES OF THE PLAN
                           ---------------------------

         A. The Plan will commence on the Effective Date and will terminate ten
(10) years and six months thereafter, except that any Phase (as hereinafter
defined) commenced prior to such termination shall, if necessary, be allowed to
continue beyond such termination until completion. Notwithstanding the
foregoing, this Plan shall be considered of no force or effect and any options
granted shall be null and void unless the holders of a majority of shares of the
common stock of the Company, represented at a meeting in person or by proxy,
approve the Plan within twelve (12) months before or after the date of its
adoption by the Board of Directors.

         B. The Plan shall be carried out in one or more phases (each herein a
"Phase"), each Phase being for a period of one year. No Phase shall run
concurrently with any other phase, but a Phase may commence immediately after
the termination of the preceding Phase. The commencement of each Phase (the
"Commencement Date") shall be determined by the Committee, provided that the
Commencement Date of the first Phase shall be within twelve (12) months before
or after the date of approval of the Plan by the shareholders of the Company. In
the event all of the stock reserved for grant of options hereunder is issued
pursuant to the terms hereof prior to the Commencement Date of one or more
Phases scheduled by the Committee or the number of shares remaining is so small,
in the opinion of the Committee, as to render administration of any succeeding
Phase impracticable, such Phase or Phases shall be canceled. Phases shall be
numbered successively as Phase 1, Phase 2, Phase 3, etc.



                                       2


                                   ARTICLE IV
                                   ELIGIBILITY
                                   -----------

         A. Any Employee of the Company who has completed at least one month of
continuous service on or prior to the Commencement Date of a Phase of the Plan
shall be eligible to participate in the Plan, subject to the limitations imposed
by Section 423 of the Code.

         B. Any Employee who is a member of the Board of Directors of the
Company shall be eligible to participate in the Plan.

         C. Notwithstanding any provision of the Plan to the contrary, no
Employee shall be granted an option:

                  1. if such Employee, immediately after the option is granted,
         owns shares possessing five percent (5%) or more of the total combined
         voting power or value of all classes of shares of the Company or a
         parent or a subsidiary of the Company. For purposes of determining
         share ownership, the rules of Section 424(d) of the Code shall apply,
         and shares which the Employee may purchase under outstanding options
         shall be treated as shares owned by the Employee;

                  2. which permits the Employee to purchase shares under such
         plans of the Company or a subsidiary of the Company to accrue at a rate
         which exceeds $25,000 of the fair market value of such shares
         (determined at the time such option is granted) for each calendar year
         in which such option is outstanding at any time. The term "accrue"
         shall be interpreted as in Section 423(b)(8) of the Code;

                  3. which can be exercised after the expiration of twenty-seven
         months from the date the option is granted.

                                    ARTICLE V
                                  PARTICIPATION
                                  -------------

         A. An Eligible Employee may elect to enroll as, and become a
Participant in, any Phase of the Plan by completing a payroll deduction
authorization on the form provided by the Company and filing it the personnel
office prior to or on the date the phase commences.

         B. Payroll deductions for a Participant shall commence on the first
payday after the Commencement Date of the Phase for which the Eligible Employee
has enrolled and shall end on the last payday immediately prior to or coinciding
with the Termination Date of the particular Phase, unless sooner terminated by
the Participant as provided in Article IX or as otherwise provided herein.

         C. A Participant who ceases to be an Eligible Employee, although still
employed by the Company, thereupon shall be deemed to discontinue his or her
participation in the Plan, and he or she shall have the rights provided in
Article IX.

         D. Participation in the Plan shall be voluntary.

                                       3


                                   ARTICLE VI
                               PAYROLL DEDUCTIONS
                               ------------------

         A. Upon enrollment, a Participant shall elect to make contributions to
the Plan by payroll deductions (in full dollar amounts calculated to be as
uniform as practicable throughout the period of the Phase), in the aggregate
amount not in excess of the sum of 10% of such Participant's Base Pay for the
term of the Phase, as determined on the basis of his or her annual or annualized
Base Pay at the Commencement Date of the Phase. The minimum authorized payroll
deduction must aggregate to not less than $10 per month.

         B. All payroll deductions made for Participants shall be credited to
their accounts under the Plan. The Participant may not make any separate cash
payments into such account.

         C. A Participant may discontinue his or her participation in the Phase
and terminate his or her payroll deduction authorized at any time as provided in
Article IX.

         D. A Participant may reduce the amount of his or her payroll deduction
by completing an amended payroll deduction authorization on the form provided
and filing it with his or her personnel office, but no change can be made during
a Phase of the Plan which would either change the time or increase the rate of
his or her payroll deductions.

         E. In the event that the Participant's compensation for any pay period
is terminated or reduced from the compensation rate for such a period as of the
Commencement Date of the Phase for any reason so that the amount actually
withheld on behalf of the Participant as of the termination date of the Phase is
less than the amount anticipated to be withheld over the Phase year as
determined on the Commencement Date of the Phase, then the extent to which the
Participant may exercise his option shall be based on the amount actually
withheld on his behalf. In the event of a change in the pay period of any
Participant, such as from bi-weekly to monthly, an appropriate adjustment shall
be made to the deduction in each new pay period so as to ensure the deduction of
the proper amount authorized by the Participant.

                                   ARTICLE VII
                         TERMS AND CONDITIONS OF OPTIONS
                         -------------------------------

         A. Stock options granted pursuant to the Plan may be evidenced by
agreements in such form as the Committee shall approve, provided that all
Employees shall have the same rights and privileges and provided further that
such options shall comply with and be subject to the following terms and
conditions. The Committee may conclude that agreements are not necessary.

         B. As of the Commencement Date of a Phase when a Participant's payroll
deduction authorization becomes effective, the Participant shall be granted an
option for as many full shares as he or she will be able to purchase with the
payroll deductions credited to his or her account during his or her
participation in the Phase, subject to the limitations of Article X. The maximum
number of shares subject to purchase by a Participant shall equal the total
amount credited to the Participant's account under Section VI hereof divided by
the lower of (i) the option price set forth in Section VII, paragraph C.1 hereof
or (ii) the option price set forth in Section VII, paragraph C.2 hereof;
provided that in no event shall a Participant be permitted to


                                       4


purchase during a Phase more than that number of shares which could be purchased
by dividing the total amount credited to the Participant's account under Section
VI hereof by 30% of the option price determined in Section VII, C.1 hereof.

         C. The option price of shares purchased with payroll deductions for an
Employee who becomes a Participant as of the Commencement Date of a Phase shall
be the lower of:

                  1. 85% of the fair market value of the shares on the date the
         Phase commences; or,

                  2. 85% of the fair market value of the shares on the
         Termination Date of the Phase.

         D. The fair market value of the shares shall be determined by the
Committee for each valuation date in a manner consistent with Section 423 of the
Code.

                                  ARTICLE VIII
                               EXERCISE OF OPTION

         A. Unless a Participant gives written notice to the Company as provided
in Article IX, his or her option for the purchase of shares will be exercised
automatically for him or her as of the Termination Date of the Phase for the
purchase of the number of full shares which the accumulated payroll deductions
in his or her account at that time will purchase at the applicable option price;
but in no event shall the number of full shares be greater than the number of
full shares to which the Participant would have been eligible to receive when he
or she first became a Participant under the Phase if he or she had elected a
payroll deduction rate of 10% of his or her then annual or annualized Base Pay
and as if the option price were solely based under Paragraph C.1 of Article VII.

         B. By written notice to the Company within the period commencing three
(3) months prior to and ending on the business day immediately preceding the
Termination Date of the Phase and after delivery to the Participant of a
prospectus covering the shares to be issued under the Plan, a Participant may
elect, effective as of the Termination Date, to:

                  1. withdraw all the accumulated payroll deductions in his or
         her account at the time, with interest; or, after receipt of a
         prospectus as set forth above,

                  2. exercise his or her option for a specified number of full
         shares less than the number of full shares which the accumulated
         payroll deductions in his or her account will purchase at the
         applicable option price and withdraw the balance in his or her account
         without interest; but in no event shall the number of full shares be
         greater than the number of full shares to which a Participant would
         have been eligible to receive when he or she first became a Participant
         under the Phase if he or she had elected a payroll deduction rate of
         10% of his or her then annual or annualized Base Pay and as if the
         option price were solely based under Paragraph C.1 of Article VII.

         C. Notwithstanding the provisions of Paragraphs A and B above, if a
Participant files reports pursuant to Section 16 of the Securities Exchange Act
of 1934 (at the Commencement

                                       5


Date of a Phase or becomes obligated to file such reports during a Phase) then
such a Participant shall not have the right to withdraw all or a portion of the
accumulated payroll deductions except in accordance with Article IX, Paragraphs
A and B.

                                   ARTICLE IX
                        DEATH, WITHDRAWAL OR TERMINATION
                        --------------------------------

         A. In the event of death of a Participant, the person or persons
specified in Article XVIII may give notice to the Company within sixty (60) days
of the death of the Participant electing to purchase the number of full shares
which the accumulated payroll deductions in the account of such deceased
Participant will purchase under the option at the applicable option price
specified in Paragraph C of Article VII and have the balance in the account
distributed in cash without interest. If no such notice is received by the
Company within said sixty (60) days, the accumulated payroll deductions will be
distributed in cash plus interest.

         B. Upon termination of the Participant's employment for any reason
other than the death of the Participant, the payroll deductions credited to his
or her account, plus interest, shall be returned to him or her.

         C. Except for a Participant governed by Paragraph C of Article VIII, a
Participant may withdraw payroll deductions credited to his or her account under
the Plan at any time by giving written notice to the Company. All of the
Participant's payroll deductions credited to his or her account, plus interest,
shall be paid to him or her promptly after receipt of his or her notice of
withdrawal and no further payroll deductions shall be made from his or her
compensation.

                                    ARTICLE X
                               SHARES UNDER OPTION
                               -------------------

         A. The shares to be sold to a Participant under the Plan may, at the
election of the Company, be either treasury shares or shares originally issued
for such purpose. The maximum number of shares which shall be made available for
purchase under the Plan shall be 200,000 shares, subject to adjustment upon
changes in capitalization of the Company as provided in Articles XVI and XVII.
Shares subject to the unexercised portion of any lapsed or expired option may
again be subject to option under the plan. If the total number of shares for
which options are to be granted on any date in accordance with Article VII
exceeds the number of shares then available under the Plan (after deduction of
all shares for which options have been exercised or are then outstanding), the
Committee shall make a pro rata allocation of the shares remaining available in
as nearly a uniform manner as shall be practicable and as it shall determine to
be equitable. In such event, payroll deductions to be made shall be reduced
accordingly and the Committee shall give written notice of such reduction to
each Participant affected thereby.

         B. As promptly as practicable after the Termination Date of a Phase,
the Company shall deliver to each Participant the full shares purchased under
exercise of his or her option, together with a cash payment equal to the balance
(without interest) of any payroll deductions credited to his or her account
which were not used for the purchase of shares.

                                       6


         C. The Participant will have no interest in shares covered by his or
her option until such option has been exercised.

                                   ARTICLE XI
                                 ADMINISTRATION
                                 --------------

         A. The Plan shall be administered by a Committee consisting of not less
than two (2) members who shall be appointed by the Board of Directors of the
Company. If the Board of Directors has established a Compensation Committee,
such Compensation Committee shall be the "Committee" hereunder. Each member of
such Committee shall be either a director, an officer or an employee of the
Company.

         B. The Committee shall be vested with full authority to make,
administer, and interpret such rules and regulations as it deems necessary to
administer the Plan, and any such determination, decision or action of such
Committee with respect to any action in connection with the construction,
interpretation, administration or application of the Plan shall be final,
conclusive and binding on the Company and on all Participants and any and all
other persons claiming under or through any Participant, unless otherwise
determined by the Board of Directors. All determinations of the Committee shall
be made by a majority of its members. Any decision which is made in writing and
signed by a majority of the members of the Committee shall be effective as fully
as though made by a majority vote at a meeting duly called and held.

         C. The determinations of the Committee shall be made in accordance with
its judgment as to the best interests of the Company, its employees and its
shareholders and in accordance with the purposes of the Plan; provided, however
, that the provisions of the Plan shall at all times be construed in a manner
consistent with the requirements of Section 423 of the Internal Revenue Code, as
amended.

         D. The Company shall pay all expenses of administering the Plan. No
member of the Board of Directors or the Committee shall be personally liable for
any action or determination made in good faith with respect to the Plan or any
option granted under it.

                                   ARTICLE XII
                              AMENDMENT OF THE PLAN
                              ---------------------

         The Board of Directors of the Company may at any time amend the Plan,
except that no amendment may make any change in any option theretofore granted
which would adversely affect the rights of any Participant, and no amendment
shall be made without prior approval of the shareholders of the Company if such
amendment would require sale of more shares than are authorized under Article X
of the Plan.

                                  ARTICLE XIII
                               NON-TRANSFERABILITY
                               -------------------

         Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
by the Participant and any such attempted


                                       7


assignment, transfer, pledge or other disposition shall be null and void and
without effect, but the Company may treat such act as an election to withdraw
funds in accordance with Article IX.

                                   ARTICLE XIV
                                  USE OF FUNDS
                                  ------------

         All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purposes and the Company shall not
be obligated to segregate such payroll deductions.

                                   ARTICLE XV
                                    INTEREST
                                    --------

         In any situation where the Plan provides for the payment of interest on
a Participant's payroll deductions, such interest shall be determined by
averaging the balance in the Participant's account for the period of his or her
participation and computing interest thereon at the rate of 5% per annum (simple
interest). The Committee may change the rate of interest for a particular Phase,
provided such change is made prior to the Commencement Date of the Phase.

                                   ARTICLE XVI
                     CHANGES IN CAPITALIZATION, MERGER, ETC.
                     ---------------------------------------

         A. Subject to any required action by the shareholders, the number of
shares covered by each outstanding option, the price per share thereof in each
such option, and the maximum number of shares available for purchase pursuant to
options issued under the Plan shall be deemed proportionately adjusted for any
increase or decrease in the number of issued shares of the Company resulting
from a subdivision or consolidation of shares or the payment of a share dividend
(but only on the shares) or any other increase or decrease in the number of such
shares effected without receipt of consideration by the Company.

         B. If the Company shall be involved in any merger or consolidation,
whether or not it is the surviving corporation, each outstanding option shall
pertain to and apply to the securities to which a holder of the number of shares
subject to the option would have been entitled. A dissolution or liquidation of
the Company shall cause each outstanding option to terminate, provided in such
event that, immediately prior to such dissolution or liquidation, each
Participant shall be repaid the payroll deductions credited to his or her
account, plus interest.

         C. In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all its authorized shares with no
par value into the same number of shares with a stated par value, the shares
resulting from any such change shall be deemed to be the shares within the
meaning of this Plan.

                                  ARTICLE XVII
                              ADJUSTMENTS TO SHARES
                              ---------------------

         A. To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Committee, and
its determination in that respect shall be final, binding and conclusive,
provided that each option granted pursuant to this


                                       8


Plan shall not be adjusted in a manner that causes the option to fail to
continue to qualify as an option issued pursuant to an "employee stock purchase
plan" within the meaning of Section 423 of the Code.

         B. Except as hereinbefore expressly provided in Articles XVI and XVII,
the optionee shall have no right by reason of any subdivision or consolidation
of shares of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation, and any issue by the Company of shares of any
class, or securities convertible into shares of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to the option.

         C. The grant of an option pursuant to this Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

                                  ARTICLE XVIII
                             BENEFICIARY DESIGNATION
                             -----------------------

         A Participant may file a written designation of a beneficiary who may
elect to purchase shares or receive cash to the Participant's credit under the
Plan in the event of such Participant's death prior to delivery to him or her of
such shares and cash. Such designation of beneficiary may be changed by the
Participant at any time by written notice. Upon the death of a Participant and
upon receipt by the Company of proof deemed adequate by it of the identity and
existence at the Participant's death of a beneficiary validly designated by him
or her under the Plan, the Company shall deliver such shares and cash to such
beneficiary in accordance with Section A of Article IX. If, upon the death of a
Participant, there is no surviving beneficiary duly designated as above
provided, the Company shall deliver accumulated payroll deductions to the
executor or administrator of the estate of the Participant or, if no such
executor or administrator has been appointed (to the knowledge of the Company)
within sixty (60) days following the Participant's death, the Company shall
deliver such accumulated payroll deductions to the surviving spouse (or if no
surviving spouse, to a surviving child or surviving children), if any, as though
named as the designated beneficiary hereunder or, if there is no such surviving
spouse or child, then to such relatives of the Participant as would be entitled
to such cash under the laws of intestacy in the deceased Participant's domicile
as though named as the designated beneficiary hereunder. The Company shall not
be liable for any distribution made of shares or cash pursuant to any will or
other testamentary disposition made by such Participant, or because of the
provisions of law concerning intestacy, or otherwise. No designated beneficiary
shall, prior to the death of the Participant by whom he or she has been
designated, acquire any interest in the shares or cash credited to the
Participant under the Plan.

                                   ARTICLE XIX
                    REGISTRATION AND QUALIFICATION OF SHARES
                    ----------------------------------------

         The offering of the shares hereunder shall be subject to the effecting
by the Company of any registration or qualification of the shares under any
federal or state law or the obtaining of the consent or approval of any
governmental regulatory body which the Company shall


                                       9


determine, in its sole discretion, is necessary or desirable as a condition to
or in connection with the offering or the issue or purchase of the shares
covered thereby. The Company shall make every reasonable effort to effect such
registration or qualification or to obtain such consent or approval.

                                   ARTICLE XX
                               PLAN PRECONDITIONS
                               ------------------

         The Plan is expressly made subject to approval of shareholders of the
Company. If the Plan is not so approved by the shareholders on or before one
year after adoption by the Board of Directors, this Plan shall not come into
effect. In such case, the accumulated payroll deductions credited to the account
of each Participant shall forthwith be repaid to him or her with interest.

- --------------------------------------------------------------------------------

ADOPTED BY THE BOARD OF DIRECTORS:                     February 13, 1996

APPROVED BY THE SHAREHOLDERS:                          February 11, 1997

Article VII, paragraph B amended by the BOARD          February 20, 2003

Article X, paragraph A amended by the BOARD            March 10, 2003

Article X, paragraph A amended by the SHAREHOLDERS     October 16, 2003




















                                       10

EX-5.1

                                                                     EXHIBIT 5.1


                                January 22, 2004

Ault Incorporated
7105 Northland Terrace
Minneapolis, MN 55428-1028

         RE:  OPINION OF COUNSEL AS TO LEGALITY OF 100,000 COMMON SHARES
              TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933

Ladies and Gentlemen:

         This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 100,000 Common Shares, no par value, of
Ault Incorporated (the "Company") offered to employees of the Company pursuant
to the Ault Incorporated 1996 Employee Stock Purchase Savings Plan (the "Plan").

      As general counsel for the Company, we advise you that it is our opinion,
based on our familiarity with the affairs of the Company and upon our
examination of pertinent documents, that the 100,000 Common Shares to be offered
by the Company under the Plan will, when paid for and issued, be validly issued
and lawfully outstanding, fully paid and nonassessable shares of Common Stock of
the Company.

      The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said Common Shares under the Securities Act of 1933.

                                                Very truly yours,

                                                LINDQUIST & VENNUM P.L.L.P.


                                                /s/ Lindquist & Vennum P.L.L.P.

EX-23.2

                                                                    EXHIBIT 23.2




                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We consent to the incorporation by reference in this Registration
Statement of Ault Incorporated on Form S-8 relating to the 1996 Stock Plan of
our report dated August 18, 2003 (August 29, 2003 as to Note 5), appearing in
the Annual Report on Form 10-K of Ault Incorporated for the year ended June 1,
2003.

                                        /s/ Deloitte & Touch LLP


Minneapolis, Minnesota
January 22, 2004