<PAGE>   1
      As filed with the Securities and Exchange Commission on June 29, 2001
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                          INSURANCE AUTO AUCTIONS, INC.
             (Exact name of registrant as specified in its charter)

          ILLINOIS                                        95-3790111
(State or other jurisdiction of                        (I. R. S. Employer
incorporation or organization)                        Identification Number)

                       850 EAST ALGONQUIN ROAD, SUITE 100
                           SCHAUMBURG, ILLINOIS 60173
               (Address of principal executive offices) (Zip Code)

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

                          INSURANCE AUTO AUCTIONS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                THOMAS C. O'BRIEN
                             CHIEF EXECUTIVE OFFICER
                          INSURANCE AUTO AUCTIONS, INC.
                       850 EAST ALGONQUIN ROAD, SUITE 100
                           SCHAUMBURG, ILLINOIS 60173
                     (Name and address of agent for service)
                                 (847) 839-3939
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             DAVID J. KAUFMAN, ESQ.
                               KATTEN MUCHIN ZAVIS
                       525 WEST MONROE STREET, SUITE 1600
                          CHICAGO, ILLINOIS 60661-3693
                                 (312) 902-5200

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

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM
          TITLE OF SECURITIES                AMOUNT TO BE          OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
           TO BE REGISTERED                 REGISTERED (1)             SHARE (2)             PRICE (2)            REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                    <C>                    <C>                     <C>
COMMON STOCK, $0.001 PAR VALUE                 75,000                 $14.20                 $1,065,000               $266.25
====================================================================================================================================
</TABLE>

(1)  This Registration Statement also covers shares of Common Stock that may be
     issuable under the Employee Stock Purchase Plan by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the outstanding shares of Common Stock of Insurance Auto
     Auctions, Inc., in accordance with Rule 416 under the Securities Act of
     1933.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933 on the basis of the average of the high and low
     prices per share of Common Stock of Insurance Auto Auctions, Inc., on June
     26, 2001, as reported by the Nasdaq National Market.


<PAGE>   2



                                     PART I

               INFORMATION REQUIRED IN THE SECTION 10(a PROSPECTUS

          The information called for in Part I of Form S-8 is currently included
in the prospectus for the Insurance Auto Auctions, Inc. Employee Stock Purchase
Plan, as amended and restated, and is not being filed with, or included in, this
Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          Insurance Auto Auctions, Inc. (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Commission:

          a.   The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000;

          b.   The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended March 31, 2001;

          c.   The Registrant's Registration Statement No. 0-19594 on Form 8-A
               filed with the Commission on October 17, 1991, together with
               Amendments No. 1, 2 and 3 on Form 8 filed with the Commission on
               November 1, November 13, and November 15, 1991, respectively, in
               which there is described the terms, rights and provisions
               applicable to the Registrant's outstanding Common Stock; and

          d.   Any similar report filed subsequently with the Commission and
               distributed to the Registrant's shareholders.

          In addition, all reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this registration statement modifies or supersedes that statement.

Item 4. Description of Securities

          Not Applicable.

<PAGE>   3
Item 5. Interests of Named Experts and Counsel

          None.

Item 6. Indemnification of Directors and Officers

          Certain provisions of the Illinois Business Corporation Act of 1983,
as amended (the "BCA"), provide that the Registrant may, and in some cases must,
indemnify the directors and officers of the Registrant and of each subsidiary
against liabilities and expenses incurred by such person by reason of the fact
that such person was serving in such capacity, subject to certain limitations
and conditions set forth in the statute.

          Article VII of the Articles of Incorporation of the Registrant and
Article V of the Registrant's Bylaws provide for indemnification of its
directors, officers and other agents to the maximum extent permitted by the BCA.
The Registrant also maintains insurance for the benefit of its current directors
and officers that insures such persons against certain liabilities, including
liabilities under the securities laws.

          The Registrant has entered into indemnification agreements with each
of its directors and executive officers. Each such agreement provides that the
Registrant will indemnify the indemnitee against expenses, including reasonable
attorney's fees, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any civil or criminal
action or administrative proceeding arising out of the performance of his duties
as an officer, director, employee or agent of the Registrant.

          Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors and officers of
the Registrant pursuant to the foregoing provisions, 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 Securities Act of
1933 and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

          Not Applicable.

Item 8. Exhibits

Exhibit Number    Exhibit
--------------    -------

   3.1            Articles of Incorporation as filed with the Illinois Secretary
                  of State on August 7, 1997 (incorporated by reference from
                  Exhibit 3.1 of the Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1997 (File No. 0-19594)).

   3.2            Bylaws of Registrant, as amended as of March 21, 2001
                  (incorporated by reference from Exhibit 3.1 of the Quarterly
                  Report on Form 10-Q for the fiscal quarter ended March 31,
                  2001 (File No. 0-19594)).

   4.1            Specimen Stock Certificate (incorporated by reference from an
                  exhibit filed with the Registration Statement on Form S-1 on
                  November 20, 1991 (File No. 33-43247)).

   4.2            Employee Stock Purchase Plan, Amended and Restated as of June
                  30, 2001.

   5              Opinion of Katten Muchin Zavis.

   23.1           Consent of KPMG LLP.

   23.2           Consent of Katten Muchin Zavis (contained in its opinion filed
                  as Exhibit 5).

   24             Power of Attorney. Reference is made to the signature page of
                  this Registration Statement.



<PAGE>   4

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, as amended (the "1933 Act"), (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, and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change in
such information in this Registration Statement; provided, however, that clauses
(l)(i) and (l)(ii) shall not apply if the information required by those clauses
to be included in a post-effective amendment is contained in the periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference into this Registration Statement;
(2) that, for the purpose of determining any liability under the 1933 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 such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(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
Registrant's Employee Stock Purchase Plan.

          B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the provisions and agreements summarized in Item 6 above
or otherwise, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.


<PAGE>   5


                                   SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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 Schaumburg, State of Illinois, on this 29th day of June, 2001.


                                               INSURANCE AUTO AUCTIONS, INC.


                                               By: /s/ Thomas C. O'Brien
                                                  ------------------------------
                                                  Thomas C. O'Brien
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)


                                               By: /s/ Scott P. Pettit
                                                  ------------------------------
                                                  Scott P. Pettit
                                                  Chief Financial Officer
                                                  (Principal Financial Officer)


                                               By: /s/ Mark W. Russell
                                                   -----------------------------
                                                   Mark W. Russell
                                                   Controller and Chief
                                                   Accounting Officer
                                                   (Controller and Principal
                                                   Accounting Officer)

<PAGE>   6


                                POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS

That the undersigned directors of INSURANCE AUTO AUCTIONS, INC., an Illinois
corporation, do hereby constitute and appoint Thomas C. O'Brien and Scott P.
Pettit, and each of them, the lawful attorneys and agents, with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the 1933 Act, and any rules or regulations or requirements of the Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as of the date indicated.

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

<TABLE>
<CAPTION>
Signatures                                         Title                                        Date
----------                                         -----                                        ----
<S>                                                <C>                                         <C>
/s/ Thomas C. O'Brien                              Chief Executive Officer and Director        6/25/01
-----------------------------------------------
Thomas C. O'Brien


/s/ Joseph F. Mazzella                             Chairman of the Board                       6/27/01
-----------------------------------------------
Joseph F. Mazzella


/s/ Maurice A. Cocca                               Director                                    6/22/01
-----------------------------------------------
Maurice A. Cocca


/s/ Susan B. Gould                                 Director                                    6/22/01
-----------------------------------------------
Susan B. Gould


/s/ Peter H. Kamin                                 Director                                    6/25/01
-----------------------------------------------
Peter H. Kamin
</TABLE>

                    (Signatures continue on following page.)


<PAGE>   7




<TABLE>
<S>                                                <C>                                         <C>
/s/ Melvin R. Martin                               Director                                    6/25/01
-----------------------------------------------
Melvin R. Martin


/s/ Jeffrey W. Ubben                               Director                                    6/28/01
-----------------------------------------------
Jeffrey W. Ubben


/s/ John K. Wilcox                                 Director                                    6/22/01
-----------------------------------------------
John K. Wilcox

</TABLE>

<PAGE>   8



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                              EXHIBITS TO FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                          INSURANCE AUTO AUCTIONS, INC.


                                  EXHIBIT INDEX
                                  -------------

Exhibit Number    Exhibit
--------------    -------

   4.2            Employee Stock Purchase Plan, Amended and Restated as of June
                  30, 2001.

   5              Opinion of Katten Muchin Zavis.

   23.1           Consent of KPMG LLP.

   23.2           Consent of Katten Muchin Zavis (contained in its opinion filed
                  as Exhibit 5).

   24             Power of Attorney. Reference is made to the signature page of
                  this Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "c63540s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19672}]
{"company-data": {"conformed-name": "INSURANCE AUTO AUCTIONS INC /CA", "cik": "0000880026", "assigned-sic": "5010", "irs-number": "953790111", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64190", "film-number": "1672217"}, "business-address": {"street1": "850 E ALGONQUIN RD", "street2": "STE 100", "city": "SCHAUMGURG", "state": "IL", "zip": "60173", "phone": "8478393939"}, "mail-address": {"street1": "850 E ALGONQUIN RD", "street2": "STE 100", "city": "SCHAUMGURG", "state": "IL", "zip": "60173"}}
1
      As filed with the Securities and Exchange Commission on June 29, 2001
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                          INSURANCE AUTO AUCTIONS, INC.
             (Exact name of registrant as specified in its charter)

          ILLINOIS                                        95-3790111
(State or other jurisdiction of                        (I. R. S. Employer
incorporation or organization)                        Identification Number)

                       850 EAST ALGONQUIN ROAD, SUITE 100
                           SCHAUMBURG, ILLINOIS 60173
               (Address of principal executive offices) (Zip Code)

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

                          INSURANCE AUTO AUCTIONS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                THOMAS C. O'BRIEN
                             CHIEF EXECUTIVE OFFICER
                          INSURANCE AUTO AUCTIONS, INC.
                       850 EAST ALGONQUIN ROAD, SUITE 100
                           SCHAUMBURG, ILLINOIS 60173
                     (Name and address of agent for service)
                                 (847) 839-3939
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             DAVID J. KAUFMAN, ESQ.
                               KATTEN MUCHIN ZAVIS
                       525 WEST MONROE STREET, SUITE 1600
                          CHICAGO, ILLINOIS 60661-3693
                                 (312) 902-5200

                               -------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM
          TITLE OF SECURITIES                AMOUNT TO BE          OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
           TO BE REGISTERED                 REGISTERED (1)             SHARE (2)             PRICE (2)            REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, $0.001 PAR VALUE                 75,000                 $14.20                 $1,065,000               $266.25
====================================================================================================================================
(1)  This Registration Statement also covers shares of Common Stock that may be
     issuable under the Employee Stock Purchase Plan by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the outstanding shares of Common Stock of Insurance Auto
     Auctions, Inc., in accordance with Rule 416 under the Securities Act of
     1933.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933 on the basis of the average of the high and low
     prices per share of Common Stock of Insurance Auto Auctions, Inc., on June
     26, 2001, as reported by the Nasdaq National Market.
2

                                     PART I

               INFORMATION REQUIRED IN THE SECTION 10(a PROSPECTUS

          The information called for in Part I of Form S-8 is currently included
in the prospectus for the Insurance Auto Auctions, Inc. Employee Stock Purchase
Plan, as amended and restated, and is not being filed with, or included in, this
Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          Insurance Auto Auctions, Inc. (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Commission:

          a.   The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000;

          b.   The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended March 31, 2001;

          c.   The Registrant's Registration Statement No. 0-19594 on Form 8-A
               filed with the Commission on October 17, 1991, together with
               Amendments No. 1, 2 and 3 on Form 8 filed with the Commission on
               November 1, November 13, and November 15, 1991, respectively, in
               which there is described the terms, rights and provisions
               applicable to the Registrant's outstanding Common Stock; and

          d.   Any similar report filed subsequently with the Commission and
               distributed to the Registrant's shareholders.

          In addition, all reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this registration statement modifies or supersedes that statement.

Item 4. Description of Securities

          Not Applicable.
3
Item 5. Interests of Named Experts and Counsel

          None.

Item 6. Indemnification of Directors and Officers

          Certain provisions of the Illinois Business Corporation Act of 1983,
as amended (the "BCA"), provide that the Registrant may, and in some cases must,
indemnify the directors and officers of the Registrant and of each subsidiary
against liabilities and expenses incurred by such person by reason of the fact
that such person was serving in such capacity, subject to certain limitations
and conditions set forth in the statute.

          Article VII of the Articles of Incorporation of the Registrant and
Article V of the Registrant's Bylaws provide for indemnification of its
directors, officers and other agents to the maximum extent permitted by the BCA.
The Registrant also maintains insurance for the benefit of its current directors
and officers that insures such persons against certain liabilities, including
liabilities under the securities laws.

          The Registrant has entered into indemnification agreements with each
of its directors and executive officers. Each such agreement provides that the
Registrant will indemnify the indemnitee against expenses, including reasonable
attorney's fees, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any civil or criminal
action or administrative proceeding arising out of the performance of his duties
as an officer, director, employee or agent of the Registrant.

          Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors and officers of
the Registrant pursuant to the foregoing provisions, 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 Securities Act of
1933 and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

          Not Applicable.

Item 8. Exhibits

Exhibit Number    Exhibit
--------------    -------

   3.1            Articles of Incorporation as filed with the Illinois Secretary
                  of State on August 7, 1997 (incorporated by reference from
                  Exhibit 3.1 of the Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1997 (File No. 0-19594)).

   3.2            Bylaws of Registrant, as amended as of March 21, 2001
                  (incorporated by reference from Exhibit 3.1 of the Quarterly
                  Report on Form 10-Q for the fiscal quarter ended March 31,
                  2001 (File No. 0-19594)).

   4.1            Specimen Stock Certificate (incorporated by reference from an
                  exhibit filed with the Registration Statement on Form S-1 on
                  November 20, 1991 (File No. 33-43247)).

   4.2            Employee Stock Purchase Plan, Amended and Restated as of June
                  30, 2001.

   5              Opinion of Katten Muchin Zavis.

   23.1           Consent of KPMG LLP.

   23.2           Consent of Katten Muchin Zavis (contained in its opinion filed
                  as Exhibit 5).

   24             Power of Attorney. Reference is made to the signature page of
                  this Registration Statement.
4

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, as amended (the "1933 Act"), (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, and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change in
such information in this Registration Statement; provided, however, that clauses
(l)(i) and (l)(ii) shall not apply if the information required by those clauses
to be included in a post-effective amendment is contained in the periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference into this Registration Statement;
(2) that, for the purpose of determining any liability under the 1933 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 such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(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
Registrant's Employee Stock Purchase Plan.

          B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the provisions and agreements summarized in Item 6 above
or otherwise, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
5

                                   SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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 Schaumburg, State of Illinois, on this 29th day of June, 2001.

                                               INSURANCE AUTO AUCTIONS, INC.

                                               By: /s/ Thomas C. O'Brien
                                                  ------------------------------
                                                  Thomas C. O'Brien
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)

                                               By: /s/ Scott P. Pettit
                                                  ------------------------------
                                                  Scott P. Pettit
                                                  Chief Financial Officer
                                                  (Principal Financial Officer)

                                               By: /s/ Mark W. Russell
                                                   -----------------------------
                                                   Mark W. Russell
                                                   Controller and Chief
                                                   Accounting Officer
                                                   (Controller and Principal
                                                   Accounting Officer)
6

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS

That the undersigned directors of INSURANCE AUTO AUCTIONS, INC., an Illinois
corporation, do hereby constitute and appoint Thomas C. O'Brien and Scott P.
Pettit, and each of them, the lawful attorneys and agents, with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the 1933 Act, and any rules or regulations or requirements of the Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as of the date indicated.

Pursuant to the requirements of the 1933 Act, this Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
Signatures                                         Title                                        Date
----------                                         -----                                        ----
/s/ Thomas C. O'Brien                              Chief Executive Officer and Director        6/25/01
-----------------------------------------------
Thomas C. O'Brien

/s/ Joseph F. Mazzella                             Chairman of the Board                       6/27/01
-----------------------------------------------
Joseph F. Mazzella

/s/ Maurice A. Cocca                               Director                                    6/22/01
-----------------------------------------------
Maurice A. Cocca

/s/ Susan B. Gould                                 Director                                    6/22/01
-----------------------------------------------
Susan B. Gould

/s/ Peter H. Kamin                                 Director                                    6/25/01
-----------------------------------------------
Peter H. Kamin
(Signatures continue on following page.)
7
/s/ Melvin R. Martin                               Director                                    6/25/01
-----------------------------------------------
Melvin R. Martin

/s/ Jeffrey W. Ubben                               Director                                    6/28/01
-----------------------------------------------
Jeffrey W. Ubben

/s/ John K. Wilcox                                 Director                                    6/22/01
-----------------------------------------------
John K. Wilcox
8

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                              EXHIBITS TO FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                          INSURANCE AUTO AUCTIONS, INC.

                                  EXHIBIT INDEX
                                  -------------

Exhibit Number    Exhibit
--------------    -------

   4.2            Employee Stock Purchase Plan, Amended and Restated as of June
                  30, 2001.

   5              Opinion of Katten Muchin Zavis.

   23.1           Consent of KPMG LLP.

   23.2           Consent of Katten Muchin Zavis (contained in its opinion filed
                  as Exhibit 5).

   24             Power of Attorney. Reference is made to the signature page of
                  this Registration Statement.