S-8

As filed with the Securities and Exchange Commission on August 1, 1995.
File No. 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

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

ASTEC INDUSTRIES, INC.
(Exact Name of Issuer as Specified in its Charter)

Tennessee	                                             				62-0873631
(State or Other Jurisdiction of				                      (I.R.S.  Employer 
Incorporation of  Organization)			                       Identification Number)

P.O. Box 72787, 4101 Jerome Avenue, Chattanooga, Tennessee 37407
(Address, including zip code, and telephone number of
 Principal Executive Offices)

ASTEC INDUSTRIES, INC. 401(k) RETIREMENT PLAN
(Full Title of the Plan)

J. Don Brock
Chairman of the Board and President
ASTEC INDUSTRIES, INC.
P.O. Box 72787, 4101 Jerome Avenue
Chattanooga, Tennessee 37407
(615) 867-4210
(Name, address, including zip code, and telephone number, including area code,
 of agent for service)

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered 
Common Stock, $0.20 par value (3)

Amount to be Registered (1)

500,000 shares

Proposed Maximum Offering Price Per Unit (2)

$10.19

Proposed Maximum Aggregate Offering Price (2)

$5,095,000

Amount of Registration Fee

$1,756.90

(1)	This Registration Statement also covers any additional shares that may 
hereafter become issuable as a result of the adjustment and anti-dilution 
provisions of the Registrant's 401(k) Retirement Plan.

(2)	Determined in accordance with Rule 457(h), the registration fee calculation
 is based on the average of the high and low prices of the Registrant's Common
 Stock reported on the Nasdaq National Market System on July 28, 1995.

(3)	Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
 Statement also covers an indeterminate amount of interests to be offered or
 sold	pursuant to the employee benefit plan described herein.


PART II.	INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE

	The following documents are incorporated by reference 
into this Registration Statement and are deemed to be a part 
hereof from the date of the filing of such documents:

	(1)	The Registrant's Annual Report on Form 10-K for 
the fiscal year ended December 31, 1994.

	(2)	The Plan's Annual Report on Form 11-K for the 
fiscal year ended December 31, 1994.

	(3)	All other reports filed by the Registrant or the Plan 
pursuant to Section 13(a) or 15(d) of the Exchange Act since the 
end of the fiscal year covered by the Registrant's 1994 Annual 
Report on Form 10-K, including the Registrant's Quarterly Report 
on Form 10-Q for the quarter ended March 31, 1995.

	(4)	The description of Common Stock contained in the 
Registrant's Registration Statements filed under Section 12 of the 
Exchange Act, including all amendments or reports filed for the 
purpose of updating such description.

	(4)	All other documents subsequently filed by the 
Registrant and the Plan pursuant to Section 13(a), 13(c), 14 and 
15(d) of the Exchange Act prior to the filing of a post-effective 
amendment to this Registration Statement that indicates that all 
securities offered have been sold or that deregisters all securities 
that remain unsold.


ITEM 4.	DESCRIPTION OF SECURITIES.  Not Applicable.


ITEM 5.	INTERESTS OF NAMED EXPERTS AND COUNSEL

	The legality of the Common Stock registered hereby has 
been passed upon by Alston & Bird, Atlanta, Georgia.


ITEM 6.	INDEMNIFICATION OF DIRECTORS AND OFFICERS

	As permitted under Tennessee law, the Registrant's 
Charter provides that a director shall not be personally liable to 
the corporation or its shareholders for monetary damages for 
breach of fiduciary duty as a director, except that such provision 
does not eliminate or limit the liability of a director (a) for any 
breach of the director's duty of loyalty to the corporation or its 
shareholders, (b) for acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation of law, or 
(c) for unlawful corporate distributions.

	Under of its Bylaws, the Registrant may indemnify and 
advance expenses to its current and former directors and officers 
with respect to certain liabilities incurred as a result of any 
threatened, pending, or completed action, suit or proceeding, 
whether civil, criminal, administrative, or investigative and 
whether formal or informal, to which such person is a party 
because he is or was a director or officer of the corporation.  The 
liabilities that may be indemnified against include the obligations 
to pay judgments, fines, penalties, amounts paid in settlement, and 
reasonable expenses, including attorneys' fees, incurred with 
respect to a proceeding.  Any such indemnification is predicated 
upon the proposed indemnitee having met the standard of conduct 
specified in the Tennessee Business Corporation Act.  
Determination concerning whether or not the applicable standard 
of conduct has been met can be made by (a) the Board of 
Directors by a majority vote of a quorum consisting of 
disinterested directors, (b) a majority vote of a committee of 
disinterested directors, (c) special legal counsel, or (d) an 
affirmative vote of a majority of shares held by the disinterested 
shareholders.  No indemnification shall be made to or on behalf of 
a director (i) in connection with a proceeding by or in the right of 
the corporation in which the director was adjudged liable to the 
corporation, or (ii) in connection with any other proceeding in 
which the director was adjudged liable on the basis that personal 
benefit was improperly received by him.  The Registrant's Bylaws 
also permit the Registrant to indemnify or advance expenses to its 
employees and agents to the same extent as to a director or 
officer.


ITEM 7.	EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.




ITEM 8.	EXHIBITS

	The exhibits included as part of this Registration 
Statement are as follows:


Exhibit Number                             Description


4.1 Restated Charter of the Registrant (incorporated by reference 
from Registrant's Registration Statement on Form S-1, 
effective June 18, 1986, File No. 33-5348)


4.2 Articles of Amendment to the Restated Charter of the 
Registrant, effective September 12, 1988 (incorporated by 
reference from Registrant's Annual Report on Form 10-K for 
the year ended December 31, 1988, File No. 0-14714)


4.3 Articles of Amendment to the Restated Charter of the 
Registrant, effective June 8, 1989 (incorporated by reference 
from Registrant's Annual Report on Form 10-K for the year 
ended December 31, 1989, File No. 0-14714)


4.4 Amended and Restated Bylaws of the Registrant, adopted 
March 14, 1990 (incorporated by reference from Registrant's 
Annual Report on Form 10-K for the year ended December 
31, 1989, File No. 0-14714)


5 Opinion of Counsel


23.1 Consent of Counsel (included in Exhibit 5)


23.2 Consent of Ernst & Young LLP


24 Power of Attorney (contained in Part II at page II-6)



	The undersigned Registrant hereby undertakes that it will 
submit or has submitted the Plan and any amendment thereto to 
the Internal Revenue Service ("IRS") in a timely manner and has 
made or will make all changes required by the IRS in order to 
qualify the Plan under Section 401 of the Internal Revenue Code 
of 1986, as amended.




ITEM 9.	UNDERTAKINGS

	(a)	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:
	
		(i)	To include any prospectus 
required by Section 10(a)(3) of the Securities Act 
of 1933;

		(ii)	To reflect in the prospectus 
any facts or events arising after the effective date 
of this 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 
this Registration Statement;

		(iii)	To include any material 
information with respect to the plan of distribution 
not previously disclosed in this Registration 
Statement or any material change to such 
information in this Registration Statement;

	Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
above 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 Registrant pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in this Registration Statement.

		(2)	That, for the purpose of determining any 
liability under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement 
relating to the securities being offered therein, and the offering of 
such 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 being registered 
which remain unsold at the termination of the offering.

	(b)	The undersigned Registrant hereby undertakes 
that, for purposes of determining any liability under the Securities 
Act of 1933, each filing of the Registrant's annual report pursuant 
to Section 13(a) or Section 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 this 
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 of 1933 may be permitted to directors, 
officers and controlling persons of the Registrant pursuant to the 
Registrant's Charter or Bylaws, 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.


(signatures on following page)


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 Chattanooga, Tennessee, on July 27, 1995.


	ASTEC INDUSTRIES, INC.
 (Registrant)



	By:   /s/ J. DON BROCK		
 J. Don Brock
 Chairman of the Board and President


	KNOW BY ALL MEN BY THESE PRESENT that each 
person whose signature appears below constitutes and appoints J. 
Don Brock or Albert E. Guth and either of them (with full power 
in each to act alone), as true and lawful attorneys-in-fact, with full 
power of substitution, for him and in his name, place and stead, in 
any and all capacities, to sign any amendments to this Registration 
Statement and to file the same, with all exhibits thereto and other 
documents in connection therewith, with the Securities and 
Exchange Commission, hereby ratifying and confirming all that 
said attorney-in-fact, or their substitute or substitutes, may 
lawfully do or cause to be done by virtue thereof.

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


                                                           
Signature                   Capacity                              Date

        
/s/ J. DON BROCK		     Chairman of the Board	                     July 27, 1995
    J. Don Brock		     and President
                       (Principal Executive Officer)


/s/ ALBERT E. GUTH     Chief Financial Officer,                   July 27, 1995
    Albert E. Guth		   Senior Vice President, 
                       Treasurer,	Secretary and Director
                     		(Principal Financial Officer)




/s/ F. McKAMY HALL	   	Controller 	                               July 27, 1995
    F. McKamy Hall     (Principal Accounting Officer)


/s/ GEORGE C. DILLON  		Director                                 	July 27, 1995
    George C. Dillon


/s/ DANIEL K. FRIERSON		Director                                 	July 27, 1995
    Daniel K. Frierson


/s/ JERRY  F. GILBERT 		Director                                 	July 27, 1995
    Jerry F. Gilbert


/s/ G. W. JONES	       	Director                                 	July 27, 1995
    G. W. Jones


/s/ JOSEPH MARTIN, JR. 	Director	                                 July 27, 1995
    Joseph Martin, Jr.


/s/ WILLIAM B. SANSOM 		Director                                 	July 27, 1995
    William B. Sansom


                      		Director	
    E. D. Sloan, Jr.


/s/ W. NORMAN SMITH		   Director                                 	July 27, 1995
    W. Norman Smith


/s/ ROBERT G. STAFFORD		Director                                 	July 27, 1995
    Robert G. Stafford






The Plan.  Pursuant to the requirements of the Securities Act of 
1933, the trustees (or other persons who administer the employee 
benefit plan) have duly caused this Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, 
in the City of Chattanooga, State of Tennessee, on July 27, 1995.


ASTEC INDUSTRIES, INC.
401(k) RETIREMENT PLAN       

By:  /s/ J. DON BROCK		
J. Don Brock, Chairman
Astec Industries, Inc.
401(k) Retirement Plan Committee 





EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8


Exhibit Number                      Description


4.1 Restated Charter of the Registrant (incorporated by reference 
from Registrant's Registration Statement on Form S-1, 
effective June 18, 1986, File No. 33-5348)


4.2 Articles of Amendment to the Restated Charter of the 
Registrant, effective September 12, 1988 (incorporated by 
reference from Registrant's Annual Report on Form 10-K for 
the year ended December 31, 1988, File No. 0-14714)


4.3 Articles of Amendment to the Restated Charter of the 
Registrant, effective June 8, 1989 (incorporated by reference 
from Registrant's Annual Report on Form 10-K for the year 
ended December 31, 1989, File No. 0-14714)


4.4 Amended and Restated Bylaws of the Registrant, adopted 
March 14, 1990 (incorporated by reference from Registrant's 
Annual Report on Form 10-K for the year ended December 
31, 1989, File No. 0-14714)


5 Opinion of Counsel of Astec Industries, Inc.


23.1 Consent of Counsel (included in Exhibit 5)


23.2 Consent of Ernst & Young LLP


24 Power of Attorney (contained in Part II at page II-6)

EX-5

Exhibit 5	Opinion of Counsel of Astec Industries, Inc.



[Alston & Bird letterhead]


July 27, 1995

Astec Industries, Inc.
4101 Jerome Avenue
Chattanooga, Tennessee  37407

	Re:	Astec Industries, Inc. 401(k) Retirement Plan
		--   Form S-8 Registration Statement 

Gentlemen:

	We have acted as counsel for Astec Industries, Inc., a 
Tennessee corporation (the "Company"), in the preparation of the 
referenced Form S-8 Registration Statement relating to the 
Company's 401(k) Retirement Plan (the "Plan") and the proposed 
offer of up to 500,000 shares of the Company's common stock, 
$0.20 par value (hereinafter referred to as "Common Stock").  In 
connection with the preparation of said Registration Statement, 
we have examined originals or copies of corporate records, 
certificates of public officials and of officers of the Company and 
other instruments relating to the authorization and issuance of 
such shares of Common Stock as we have deemed relevant and 
necessary for the opinion hereinafter expressed.

	On the basis of the foregoing, it is our opinion that the 
proposed offer under the Plan of up to 500,000 shares of 
Common Stock have been duly authorized by the Board of 
Directors of the Company, and the shares, when issued in 
accordance with the terms and conditions of the Plan, will be 
legally issued, fully paid and nonassessable.

	We hereby consent to the filing of this opinion as an 
exhibit to said Registration Statement on Form S-8 and further 
consent to the use of our name wherever appearing in the Form  
S-8.

Very truly yours,

ALSTON & BIRD

By: 	/s/ LAURA G. THATCHER	
LGT:lgt

EX-23

Exhibit 23.2

Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement
 on Form S-8 pertaining to the Astec Industries, Inc. 401(k) Retirement Plan
 (the "Plan") of our reports (a) dated February 18, 1995, with respect to
 the consolidated financial statements and schedules of Astec Industries,
 Inc. included in its Annual Report (Form 10-K) and (b) dated June 26, 1995,
 with respect to the financial statements and schedules of the Astec
 Industries, Inc. 401(k) Retirement Plan included in the Plan's Annual
 Report (Form 11-K), both for the year ended December 31, 1994, filed with the
 Securities and Exchange Commission.

/s/  Ernst & Young LLP
ERNST & YOUNG LLP
Chattanooga, Tennessee
July 31, 1995