<PAGE>


      As filed with the Securities and Exchange Commission on July 1, 2004
                                                    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:
                             HERBERT S. WANDER, ESQ.
                             MICHAEL J. DIVER, ESQ.
                          KATTEN MUCHIN ZAVIS ROSENMAN
                       525 WEST MONROE STREET, SUITE 1600
                          CHICAGO, ILLINOIS 60661-3693
                                 (312) 902-5200

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
=========================================================================================================================
                                                     PROPOSED MAXIMUM           PROPOSED MAXIMUM
     TITLE OF SECURITIES           AMOUNT TO BE     OFFERING PRICE PER      AGGREGATE OFFERING PRICE        AMOUNT OF
      TO BE REGISTERED            REGISTERED (1)         SHARE (2)                    (2)                REGISTRATION FEE
-------------------------------   -------------     -------------------     ------------------------     ----------------
<S>                               <C>               <C>                     <C>                          <C>
COMMON STOCK, $0.001 PAR VALUE       100,000              $16.87                   $1,687,000                 $215.00
=========================================================================================================================
</Table>

(1)  In addition, 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.

(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
     30, 2004, as reported by the Nasdaq National Market.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of this Registration Statement on
Form S-8 (the "Registration Statement") will be delivered to each of the
participants in the Insurance Auto Auctions, Inc. Employee Stock Purchase Plan,
as amended and restated, pursuant to Rule 428 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), and is not being filed with, or
included in, this Registration Statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

         a.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 28, 2003;

         b.       The Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 28, 2004;

         c.       The Company'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-A 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 Company's outstanding common
                  stock; and

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment indicating that all securities offered pursuant to this
Registration Statement have been sold or deregistering all such securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such 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 in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

         Copies of all documents incorporated herein by reference other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference herein) will be provided without charge to each person who receives
a copy of this prospectus upon written request to the Company's principal
executive offices at: Insurance Auto Auctions, Inc., 850 East Algonquin Road,
Suite 100, Schaumburg, Illinois 60173, Attention: Chief Financial Officer.



<PAGE>


Item 4. Description of Securities

         Not Applicable.

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 Company may, and in some cases must,
indemnify the directors and officers of the Company 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 Company and Article
V of the Company's Bylaws provide for indemnification of its directors, officers
and other agents to the maximum extent permitted by the BCA. The Company 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 Company has entered into indemnification agreements with each of
its directors and executive officers. Each such agreement provides that the
Company 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 or her in connection with any civil or
criminal action or administrative proceeding arising out of the performance of
his or her duties as an officer, director, employee or agent of the Company.

         Insofar as indemnification by the Company for liabilities arising under
the Securities Act may be permitted to directors and officers of the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission 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

<Table>
<Caption>
Exhibit Number   Exhibit
--------------   -------

<S>              <C>
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 quarter ended March 31, 2001 (File
                 No. 0-19594)).

4.1              Specimen Stock Certificate (incorporated by reference from
                 Exhibit 4.4 filed with the Registration Statement on Form S-1
                 on November 20, 1991 (File No. 33-43247)).
</Table>

<PAGE>

<Table>
<S>              <C>

4.2              Insurance Auto Auctions, Inc. Employee Stock Purchase Plan,
                 Amended and Restated as of June 16, 2004.

5.1              Opinion of Katten Muchin Zavis Rosenman.

23.1             Consent of KPMG LLP.

23.2             Consent of Katten Muchin Zavis Rosenman (included in Exhibit
                 5.1).

24.1             Power of Attorney (included in the signature pages).
</Table>


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, (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 Exchange Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any 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 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 Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange 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
Securities 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.



<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities 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 Village of Schaumburg, State of Illinois, on this 1st day of
July 2004.


                                      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)







<PAGE>

                                POWER OF ATTORNEY

         Each person whose signature appears below authorizes Thomas C. O'Brien
and Scott P. Pettit as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to execute in his name and on his
behalf, in any and all capacities, this Company's registration statement on Form
S-8 relating to the common stock and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated
under the Securities Act of 1933 (and all further amendments, including
post-effective amendments thereto)), necessary or advisable to enable the
Company to comply with the Securities Act of 1933, and any rules, regulations
and requirements of the Commission, in respect thereof, in connection with the
registration of the securities which are the subject of such registration
statement, which amendments may make such changes in such registration statement
as such attorneys may deem appropriate, and with full power and authority to
perform and do any and all acts and things whatsoever which any such attorney or
substitute may deem necessary or advisable to be performed or done in connection
with any or all of the above-described matters, as fully as each of the
undersigned could do if personally present and acting, hereby ratifying and
approving all acts of any such attorney or substitute.

         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.

<Table>
<Caption>
Signatures                      Title                                Date
----------                      -----                                ----

<S>                             <C>                                  <C>
/s/Thomas C. O'Brien            President, Chief Executive Officer   July 1, 2004
-----------------------------   and Director
Thomas C. O'Brien


/s/ Peter H. Kamin              Chairman of the Board                July 1, 2004
-----------------------------
Peter H. Kamin


/s/ Todd F. Bourell             Director                             July 1, 2004
-----------------------------
Todd F. Bourell


/s/ Maurice A. Cocca            Director                             July 1, 2004
-----------------------------
Maurice A. Cocca


/s/ Philip B. Livingston        Director                             July 1, 2004
-----------------------------
Philip B. Livingston
</Table>

                    (Signatures continue on following page.)


<PAGE>



<Table>

<S>                             <C>                                  <C>
/s/ Melvin R. Martin            Director                             July 1, 2004
-----------------------------
Melvin R. Martin


/s/ John K. Wilcox              Director                             July 1, 2004
-----------------------------
John K. Wilcox
</Table>


<PAGE>



                                  EXHIBIT INDEX

<Table>
<Caption>
Exhibit Number    Exhibit
--------------    -------
<S>               <C>
4.2               Insurance Auto Auctions, Inc. Employee Stock Purchase
                  Plan, as Amended and Restated as of June 16, 2004.

5.1               Opinion of Katten Muchin Zavis Rosenman.

23.1              Consent of KPMG LLP.

23.2              Consent of Katten Muchin Zavis Rosenman (included in Exhibit
                  5.1).

24.1              Power of Attorney (included in the signature pages).
</Table>
[{"type": "S-8", "sequence": "1", "filename": "c86477sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18297}]
{"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": "333-117076", "film-number": "04895750"}, "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"}}
As filed with the Securities and Exchange Commission on July 1, 2004
                                                    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:
                             HERBERT S. WANDER, ESQ.
                             MICHAEL J. DIVER, ESQ.
                          KATTEN MUCHIN ZAVIS ROSENMAN
                       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 PRICE        AMOUNT OF
      TO BE REGISTERED            REGISTERED (1)         SHARE (2)                    (2)                REGISTRATION FEE
-------------------------------   -------------     -------------------     ------------------------     ----------------
COMMON STOCK, $0.001 PAR VALUE       100,000              $16.87                   $1,687,000                 $215.00
=========================================================================================================================
(1)  In addition, 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.

(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
     30, 2004, as reported by the Nasdaq National Market.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of this Registration Statement on
Form S-8 (the "Registration Statement") will be delivered to each of the
participants in the Insurance Auto Auctions, Inc. Employee Stock Purchase Plan,
as amended and restated, pursuant to Rule 428 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), and is not being filed with, or
included in, this Registration Statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

         a.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 28, 2003;

         b.       The Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 28, 2004;

         c.       The Company'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-A 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 Company's outstanding common
                  stock; and

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment indicating that all securities offered pursuant to this
Registration Statement have been sold or deregistering all such securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such 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 in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

         Copies of all documents incorporated herein by reference other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference herein) will be provided without charge to each person who receives
a copy of this prospectus upon written request to the Company's principal
executive offices at: Insurance Auto Auctions, Inc., 850 East Algonquin Road,
Suite 100, Schaumburg, Illinois 60173, Attention: Chief Financial Officer.
Item 4. Description of Securities

         Not Applicable.

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 Company may, and in some cases must,
indemnify the directors and officers of the Company 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 Company and Article
V of the Company's Bylaws provide for indemnification of its directors, officers
and other agents to the maximum extent permitted by the BCA. The Company 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 Company has entered into indemnification agreements with each of
its directors and executive officers. Each such agreement provides that the
Company 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 or her in connection with any civil or
criminal action or administrative proceeding arising out of the performance of
his or her duties as an officer, director, employee or agent of the Company.

         Insofar as indemnification by the Company for liabilities arising under
the Securities Act may be permitted to directors and officers of the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission 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 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 quarter ended March 31, 2001 (File
                 No. 0-19594)).

4.1              Specimen Stock Certificate (incorporated by reference from
                 Exhibit 4.4 filed with the Registration Statement on Form S-1
                 on November 20, 1991 (File No. 33-43247)).
4.2              Insurance Auto Auctions, Inc. Employee Stock Purchase Plan,
                 Amended and Restated as of June 16, 2004.

5.1              Opinion of Katten Muchin Zavis Rosenman.

23.1             Consent of KPMG LLP.

23.2             Consent of Katten Muchin Zavis Rosenman (included in Exhibit
                 5.1).

24.1             Power of Attorney (included in the signature pages).
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, (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 Exchange Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any 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 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 Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange 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
Securities 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities 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 Village of Schaumburg, State of Illinois, on this 1st day of
July 2004.

                                      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)
POWER OF ATTORNEY

         Each person whose signature appears below authorizes Thomas C. O'Brien
and Scott P. Pettit as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to execute in his name and on his
behalf, in any and all capacities, this Company's registration statement on Form
S-8 relating to the common stock and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated
under the Securities Act of 1933 (and all further amendments, including
post-effective amendments thereto)), necessary or advisable to enable the
Company to comply with the Securities Act of 1933, and any rules, regulations
and requirements of the Commission, in respect thereof, in connection with the
registration of the securities which are the subject of such registration
statement, which amendments may make such changes in such registration statement
as such attorneys may deem appropriate, and with full power and authority to
perform and do any and all acts and things whatsoever which any such attorney or
substitute may deem necessary or advisable to be performed or done in connection
with any or all of the above-described matters, as fully as each of the
undersigned could do if personally present and acting, hereby ratifying and
approving all acts of any such attorney or substitute.

         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.
Signatures                      Title                                Date
----------                      -----                                ----
/s/Thomas C. O'Brien            President, Chief Executive Officer   July 1, 2004
-----------------------------   and Director
Thomas C. O'Brien

/s/ Peter H. Kamin              Chairman of the Board                July 1, 2004
-----------------------------
Peter H. Kamin

/s/ Todd F. Bourell             Director                             July 1, 2004
-----------------------------
Todd F. Bourell

/s/ Maurice A. Cocca            Director                             July 1, 2004
-----------------------------
Maurice A. Cocca

/s/ Philip B. Livingston        Director                             July 1, 2004
-----------------------------
Philip B. Livingston
(Signatures continue on following page.)
/s/ Melvin R. Martin            Director                             July 1, 2004
-----------------------------
Melvin R. Martin

/s/ John K. Wilcox              Director                             July 1, 2004
-----------------------------
John K. Wilcox
EXHIBIT INDEX
Exhibit Number    Exhibit
--------------    -------
4.2               Insurance Auto Auctions, Inc. Employee Stock Purchase
                  Plan, as Amended and Restated as of June 16, 2004.

5.1               Opinion of Katten Muchin Zavis Rosenman.

23.1              Consent of KPMG LLP.

23.2              Consent of Katten Muchin Zavis Rosenman (included in Exhibit
                  5.1).

24.1              Power of Attorney (included in the signature pages).