10-K/A

FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended July 31, 1994
OR
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Transition Period from       to

Commission File Number 0-12730

W.H. Brady Co.
(Exact name of registrant as specified in charter)

Wisconsin                          39-0178960
(State of Incorporation)           (IRS Employer Identification No.)

727 West Glendale Avenue
P.O. Box 571
Milwaukee, WI  53201
(Address of Principal Executive Offices and Zip Code)

(414) 332-8100
(Registrant's Telephone Number)

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

Class A Nonvoting Common Stock, Par Value $.01 per share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes X  No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.  Yes  X  No

As of October 3, 1994, there were outstanding 5,477,312 shares of Class A 
Nonvoting Common Stock (the "Class A Common Stock"), and 1,769,314
shares of Class B Common Stock.  The Class B Common Stock, all of which
is held by affiliates of the Registrant, is the only voting stock.

DOCUMENTS INCORPORATED BY REFERENCE
W.H. Brady Co. 1994 Annual Report, Incorporated into Part II & IV
 

EX-10.7

                         W.H. Brady Co.

                   Incentive Compensation Plan
                     Adopted August 1, 1993

1.   Purpose

     The purpose of this Incentive Compensation Plan (the "Plan")
     is to provide incentive and reward to those employees of
     W.H. Brady Co. and its subsidiaries (the "Company")
     responsible for directing functions where the decisions
     involved have a significant bearing on the success and
     profitability of the Company and who have demonstrated
     exceptional ability, industry and service.  The Plan is to
     motivate individuals to maximize profitability and
     shareholder value through group and individual performance. 
     The incentive reward is to be in the form of supplemental
     compensation in addition to the individual's regular base
     compensation and will vary based upon the individual's
     ability to affect the Company's and operating group's
     profitability or objectives.

2.   Participants and Eligibility Requirements

     A.   Levels of Participants

          This Incentive Compensation Plan will encompass four
          levels of management employees as designated by the
          President:

               Level 1   -    Chief Executive Officer
                              Chief Operating Officer
                              Other Elected Officers
                              Department Heads
                              Other Key Individuals

               Level 2   -    General Managers

               Level 3   -    Operating Management Team (OMT)
                              Members

               Level 4   -    Venture Managers

               Level 5   -    Coated Products Division GM and OMT

     B.   Basis for Determining Incentive Compensation

     The Plan for Level 1 will be based on a two part evaluation
     system to determine the incentive compensation.  In general,
     an objective evaluation based on corporate financial
     performance will comprise 60 percent of the incentive paid,
     and the balance, 40 percent of the incentive will be based
     upon the Senior Officer's or Manager's subjective evaluation
     of the individual's performance against specific individual
     goals and accomplishments.

     The Plan for Level 2 will be based on a three part
     evaluation system to determine the incentive compensation. 
     In general, an objective evaluation based on operating unit
     financial performance will comprise 30 percent of the
     incentive.  An objective evaluation based on corporate
     financial performance will comprise 30 percent of the
     incentive.  The balance, 40 percent of the incentive will be
     based upon the Senior Officer's or Manager's subjective
     evaluation of the individual's performance against specific
     individual goals and accomplishments.

     The Plan for Level 3 will be based on a three part
     evaluation system to determine the incentive compensation. 
     In general, an objective evaluation based on operating unit
     financial performance will comprise 40 percent of the
     incentive.  An objective evaluation based on corporate
     financial performance will comprise 20 percent of the
     incentive.  The balance, 40 percent of the incentive will be
     based upon the Senior Officer's or Manager's subjective
     evaluation of the individual's performance against specific
     individual goals and accomplishments.

     The Plan for Level 4 will be based on a two part evaluation
     system to determine the incentive compensation.  An
     objective evaluation based on corporate financial
     performance will comprise 25 percent of the incentive.  The
     balance, 75 percent, will be based upon the Senior Officer's
     subjective evaluation of the individual's performance
     against specific individual goals and accomplishments.

     The Plan for Level 5 will be based on a three part
     evaluation system to determine incentive compensation.  In
     general, an objective evaluation based on the matrices of
     IPD (1/2) and BCP (1/2) will comprise 30 percent of the
     incentive.  An objective evaluation based on corporate
     financial performance will comprise 30 percent of the
     incentive.  The balance, 40 percent of the incentive will be
     based upon the Senior Officer's or Manager's subjective
     evaluation of the individual's performance against specific
     individual goals and accomplishments.

     C.   Potential Incentive Payout

     The maximum annual incentive compensation shall be a
     percentage of the individual's Base Salary determined as
     follows:

          Chief Executive Officer       -    100%
          Chief Operating Officer       -     80%
          Vice Presidents               -     70%
          Director-Group Operations     -     65%
          General/Venture Managers      -     60%
          Department Heads              -     50%
          Operating Management Members  -     40%
          Other Key Individuals         -     25%

     D.   Measurement of Financial Performance

     Corporate financial performance will be based upon sales
     growth and net income as a percentage of sales.  Operating
     units financial performance will be based upon sales growth
     and controllable contribution margin (except when noted)
     consistently measured across corporate, division, subsidiary
     or unit lines.  Prior to the beginning of each fiscal year,
     or as soon after as possible, a matrix, similar to the
     schedule attached, will be prepared for each appropriate
     business unit and approved by the Compensation Committee of
     the Board of Directors.

     E.   Determination of Subjective Performance

     All of the subjective determinations will be subject to
     approval by the President and the appropriate Senior
     Manager, except that the President's will be determined by
     the Compensation Committee of the Board of Directors.

     F.   Termination or Transfer of Employment

     Any individual who ceases to be an employee of the Company
     during a fiscal year for any reason whatsoever, whether
     voluntarily or involuntarily, except by reason of death,
     total disability, retirement, or entry into the armed
     services, shall not be entitled to any incentive
     compensation.  An individual who dies become totally
     disable, retires, or enters the armed services during a
     fiscal year, and who, but for such event causing termination
     of employment, would have satisfied the conditions for
     eligibility, shall be entitled to incentive compensation
     based on his or her aggregate Base Salary earned up to the
     termination of employment.

     Any individual who first becomes eligible for incentive
     compensation during a fiscal year, or who changes his level
     of management shall receive incentive compensation with
     respect to that fiscal year based solely upon his aggregate
     Base Salary received while in the position which qualifies
     this person as a participant.

3.   Beneficiary Designation

     An individual may designate in writing in a form
     satisfactory to the Company a beneficiary or beneficiaries
     to receive incentive compensation in the event of the
     individual's death, and payment by the Company in accordance
     with such designation shall fully discharge the Company from
     all liability for the amount so paid.  The Company may
     refuse to accept any designation which contains unacceptable
     contingencies.  If no such designation is on file with the
     Company at the date, the incentive compensation shall be
     payable to the individual's personal representative.

4.   Definitions

     As used herein, the following terms shall have the following
     meanings:

     A.   "Base Salary" means the gross salary paid during the
          fiscal year while in the position eligible for
          incentive compensation on account of which incentive
          compensation is payable (before any reduction for
          amounts voluntarily deferred under the Four Square Plan
          or additional deferred compensation plans) and does not
          include the value of fringe benefits, director's fees,
          sales incentives, additional compensation under this
          Plan, or amounts paid in lieu of other benefits earned
          as, for example, amounts paid in lieu of vacation
          benefits.

     B.   "Net Sales" means the Gross Sales less returns and
          allowances of the Company, Division, Subsidiary or Unit
          for the fiscal year computed in accordance with
          generally accepted accounting practices.  In the event
          of any dispute as to the amount of Net Sales, the
          determination of the firm of certified public
          accountants then serving the Company shall be final and
          conclusive.

     C.   "Fiscal Year" means the Company's fiscal year and shall
          relate to the period for which additional compensation
          is to be determined, although payment may be made in a
          subsequent fiscal year.

     D.   "Net Income" means the after tax earnings of the
          Company for the fiscal year computed in accordance with
          generally accepted accounting practices.  In the event
          of any dispute as to the amount of Net Income, the
          determination of the firm of certified public
          accountants then serving the Company shall be final and
          conclusive.

     E.   "Controllable Contribution Margin" is the result of
          subtracting expenses that are controlled by the
          business unit from the sales that business unit
          generates.  Expenses that are controlled by the unit
          are:  material usage, direct labor, production
          overhead, engineering/R&D expense, sales/advertising
          expense, and administrative expense.  Specifically
          excluded from these expenses are:  fringe benefits,
          royalties, space charges, admin/management fees, other
          income or expenses.  In the event of any dispute as to
          the amount of "Controllable Contribution Margin", the
          determination of the firm of certified public
          accountants then serving the Company shall be final and
          conclusive.

     F.   "Cost" is the sum of material usage, direct labor,
          production overhead and production depreciation
          expenses that are controllable by a business unit.

     G.   "Cost Percent" is the result of dividing "Cost" by "Net
          Sales" (both "Cost" and "Net Sales" are defined in this
          Plan.

     H.   "Volume Growth" is defined as the net square yards
          coated.  It excludes all reruns, product returns, test
          runs, scrap and any other unusable product.

5.   Payment Date

     Additional compensation shall be paid within 60 days after
     the end of the fiscal year for which paid.

6.   Amendments and Termination

     The Plan may be amended or terminated by the Board of
     Directors at any time provided, however, that no such action
     which would adversely affect any individual shall be made
     with respect to any fiscal year after the first date
     thereof.

7.   Effective Date

     The Plan shall be effective as to the fiscal year beginning
     August 1, 1993.