AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 2002
                                                      REGISTRATION NO. 333-_____
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                 TENNANT COMPANY
             (Exact name of registrant as specified in its charter)

                MINNESOTA                                      41-0572550
    (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                      Identification No.)

         701 NORTH LILAC DRIVE                                  55440
             P.O. BOX 1452                                    (Zip Code)
         MINNEAPOLIS, MINNESOTA
(Address of principal executive offices)

                                 TENNANT COMPANY
                 RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999)
                            (Full title of the plan)

                                JAMES J. SEIFERT
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                 TENNANT COMPANY
                              701 NORTH LILAC DRIVE
                                  P.O. BOX 1452
                          MINNEAPOLIS, MINNESOTA 55440
                     (Name and address of agent for service)

                                 (763) 540-1200
          (Telephone number, including area code, of agent for service)

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                         CALCULATION OF REGISTRATION FEE



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       Title of               Amount           Proposed Maximum         Proposed Maximum            Amount of
     Securities to             to be            Offering Price         Aggregate Offering          Registration
     be Registered         Registered(1)         Per Share(2)               Price(2)                   Fee
------------------------------------------------------------------------------------------------------------------
                                                                                         
   Common Stock, par
      value $.375 per        100,000
          share               Shares                $38.95                 $3,895,000                $358.34
==================================================================================================================


(1)  This registration statement relates to 100,000 additional shares of the
     registrant's Common Stock to be offered pursuant to the registrant's
     Restricted Stock Plan for Nonemployee Directors (As Amended and Restated
     Effective January 1, 1999).

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, based
     on the average of the high and low sale prices per share of the
     registrant's Common Stock on March 8, 2002, as reported on the New York
     Stock Exchange Composite Tape.

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                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed (File No. 0-4804) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are, as of their respective dates,
incorporated by reference in this registration statement:

          (a) The Annual Report on Form 10-K of Tennant Company (the "Company")
     for the fiscal year ended December 31, 2000 (which incorporates by
     reference certain portions of the Company's 2000 Annual Report to
     Shareholders, including financial statements and accompanying information,
     and certain portions of the Company's definitive proxy statement for the
     Company's 2001 Annual Meeting of Shareholders);

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the Annual Report
     referred to in (a) above; and

          (c) The description of the Company's common stock contained in a
     registration statement filed pursuant to the Exchange Act, together with
     any amendments or reports filed for the purpose of updating that
     description.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date of this registration
statement and before the filing of a post-effective amendment that indicates
that all shares of common stock offered have been sold, or that deregisters all
shares of common stock then remaining unsold, shall be deemed to be incorporated
by reference in, and to be a part of, this registration statement from the date
of filing of those documents.

     Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein modifies or supersedes that statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     James J. Seifert, Vice President, General Counsel and Secretary of the
Company, beneficially owns shares of the Company's common stock having a fair
market value of more than $40,000.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Article VI of the Company's Restated By-Laws provides that the Company
shall indemnify its directors and officers to the full extent required by
Minnesota Statutes, Section 302A.521, or by other provisions of law. Section
302A.521 requires the Company to indemnify a person made or threatened to be
made a party to a proceeding by reason of the former or present official
capacity of the person with respect to the Company against judgments, penalties,
fines (including, without limitation, excise taxes assessed against the person
with respect to an employee benefit plan), settlements, and reasonable expenses,
including attorneys' fees and disbursements,

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incurred by the person in connection with the proceeding, if certain criteria
are met. These criteria, all of which must be met by the person seeking
indemnification, are:

          (a) the person has not been indemnified by another organization for
     the same judgments, penalties, fines, settlements, and expenses;

          (b) the person must have acted in good faith;

          (c) no improper personal benefit was obtained by the person and, if
     applicable, certain statutory conflict-of-interest provisions have been
     satisfied;

          (d) in the case of a criminal proceeding, the person had no reasonable
     cause to believe that the conduct was unlawful; and

          (e) the person acted in a manner he or she reasonably believed was in
     the best interests of the corporation or, in certain limited circumstances,
     not opposed to the best interests of the corporation.

     The determination as to eligibility for indemnification is made by the
members of the Company's board of directors, or a committee thereof, who are at
the time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.

     Article VIII of the Company's Restated Articles of Incorporation provides
that no director shall be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as director, except:

          (a) any breach of the director's duty of loyalty to the Company or its
     shareholders;

          (b) acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;

          (c) dividends, stock repurchases and other distributions made in
     violation of Minnesota law or for violations of the Minnesota securities
     laws;

          (d) any transaction from which the director derived an improper
     personal benefit; or

          (e) any act or omission occurring before the effective date of the
     provision in the Company's Restated Articles of Incorporation limiting such
     liability.

     Article VIII does not affect the availability of equitable remedies, such
as an action to enjoin or rescind a transaction involving a breach of fiduciary
duty, although, as a practical matter, equitable relief may not be available.
Nor does this Article limit the liability of directors for violations of, or
relieve them from the necessity of complying with, federal securities laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

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ITEM 8. EXHIBITS.



     EXHIBIT          DESCRIPTION
                    
       4               Rights  Agreement,  dated as of November 19,  1996, as amended,  between the Company and Wells
                       Fargo  Bank  Minnesota,   National   Association  (f/k/a  Norwest  Bank  Minnesota,   National
                       Association)  (incorporated by reference to Exhibit 1 to Form 8-A dated November 26,  1996, as
                       amended by Form 8-A/A dated November 18, 1999).

       5               Opinion of James J. Seifert.

       23.1            Consent of James J. Seifert (included in Exhibit 5).

       23.2            Independent Auditors' Consent.

       24              Powers of Attorney.

       99              Tennant  Company  Restricted  Stock Plan for  Nonemployee  Directors  (As Amended  and  Restated
                       Effective January 1, 1999).


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 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 Securities and Exchange Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a twenty percent change in the maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee" table in the effective registration statement; and

               (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) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each 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.

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          (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 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 the registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, 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 foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 any 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.

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                                   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 March 15, 2002.

                           TENNANT COMPANY

                           By   /s/ James J. Seifert
                               -------------------------------------------------
                               Its Vice President, General Counsel and Secretary

     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 date indicated.



SIGNATURE                          TITLE
                                
/s/ Janet M. Dolan                 President and Chief Executive Officer
------------------------------
Janet M. Dolan                     (Principal Executive Officer)

/s/ Anthony T. Brausen             Vice President, Chief Financial Officer and Treasurer
------------------------------
Anthony T. Brausen                 (Principal Financial Officer)

/s/ Gregory M. Siedschlag          Corporate Controller and Principal Accounting Officer
------------------------------
Gregory M. Siedschlag              (Principal Accounting Officer)


David C. Cox                    )
Andrew P. Czajkowski            )
Janet M. Dolan                  )
James T. Hale                   )
Pamela K. Knous                 )       A majority of the Board of Directors*
William I. Miller               )
Edwin L. Russell                )
Stephen G. Shank                )
Frank L. Sims                   )

* James J. Seifert, by signing his name hereto, hereby signs this document on
behalf of each of the above-named officers or directors of the registrant under
powers of attorney executed by those persons.

                           By   /s/ James J. Seifert
                              --------------------------------------------------
                                                James J. Seifert
                              Vice President, General Counsel and Secretary,
                                                Attorney in Fact



                                INDEX TO EXHIBITS


   EXHIBIT                               DESCRIPTION

                  
      4              Rights  Agreement,  dated as of  November 19,  1996, as amended,
                     between the Company  and Wells  Fargo Bank  Minnesota,  National
                     Association    (f/k/a   Norwest   Bank    Minnesota,    National
                     Association)  (incorporated  by  reference  to Exhibit 1 to Form
                     8-A dated  November 26,  1996,  as amended  by Form 8-A/A  dated
                     November 18, 1999)...............................................    Incorporated by Reference

      5              Opinion of James J. Seifert......................................    Filed Electronically

      23.1           Consent of James J. Seifert (included in Exhibit 5)

      23.2           Independent Auditors' Consent....................................    Filed Electronically

      24             Powers of Attorney...............................................    Filed Electronically

      99             Tennant Company Restricted Stock Plan for Nonemployee  Directors
                     (As Amended and Restated Effective January 1, 1999)..............    Filed Electronically


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