<PAGE>   1
    As filed with the Securities and Exchange Commission on January 12, 1999

                                               REGISTRATION NO. 333-____________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                             RUSH ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)


            TEXAS                                              74-1733016
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

        8810 I.H. 10 EAST                                         78219
       SAN ANTONIO, TEXAS                                       (Zip Code)
(Address of Principal Executive Offices)

                  1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the Plan)

                             MARTIN A. NAEGELIN, JR.
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                             RUSH ENTERPRISES, INC.
                                8810 I.H. 10 EAST
                            SAN ANTONIO, TEXAS 78219
                     (Name and address of agent for service)

                                 (210) 661-4511
          (Telephone number, including area code, of agent for service)

                               -----------------
                                  With Copy to:

                           FULBRIGHT & JAWORSKI L.L.P.
                             300 CONVENT, SUITE 2200
                            SAN ANTONIO, TEXAS 78205
                                 (210) 224-5575
                       ATTENTION: PHILLIP M. RENFRO, ESQ.

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=================================================================================================================
                                                      PROPOSED           PROPOSED MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO           MAXIMUM OFFERING      AGGREGATE OFFERING          AMOUNT OF
   TO BE REGISTERED         BE REGISTERED        PRICE PER SHARE(1)          PRICE(1)           REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                  <C>                      <C>    
     Common Stock,
    $.01 par value               100,000(2)            $11.60               $1,160,000               $342.20
-----------------------------------------------------------------------------------------------------------------
 Purchase Rights(3)(4)           100,000
-----------------------------------------------------------------------------------------------------------------
         Total                   100,000                 -                  $1,160,000               $342.20
=================================================================================================================
</TABLE>


(1)      Pursuant to Rule 457(c) and (h), the maximum offering price per
         security and maximum aggregate offering price of the Common Stock have
         been calculated on the basis of the average of the high and low prices
         of the Common Stock as reported by the National Market System of NASDAQ
         on January __, 1999.

(2)      Pursuant to Rule 416(a), this Registration Statement shall also cover
         any additional shares of Common Stock which become issuable by reason
         of any stock dividend, stock split, recapitalization or other similar
         transactions effected without the receipt of consideration which
         results in an increase in the number of the outstanding shares of
         Common Stock.

(3)      No fee pursuant to Rule 457(g).

(4)      Purchase Rights related to the Common Stock pursuant to the Rights
         Agreement dated April 8, 1996, between Registrant and American Stock
         Transfer & Trust Company, Trustee.


<PAGE>   2




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents are hereby incorporated by reference
in this Registration Statement:

                  1. The Annual Report on Form 10-K of Rush Enterprises, Inc., a
Texas corporation (the "Registrant"), for the year ended December 31, 1997;

                  2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30, 1998 and September 30, 1998; and

                  3. The description of the Registrant's Common Stock, $.01 par
value, contained in a registration statement on Form S-1, Registration Statement
No. 333-03346, including any amendment or report filed for the purpose of
updating such description.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the filing hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

                  For purposes of this Registration Statement, any document or
any statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. 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

                  Not Applicable.


                                      -2-
<PAGE>   3




ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Article 2.02-1 of the Texas Business Corporation Act provides
that any director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. With respect to any
proceeding arising from actions taken in his official capacity, as a director or
officer, he may be indemnified so long as it shall be determined that he
conducted himself in good faith and that he reasonably believed that such
conduct was in the corporation's best interests. In cases not concerning conduct
in his official capacity as a director or officer, a director may be indemnified
as long as he reasonably believed that his conduct was not opposed to the
corporation's best interests. In the case of any criminal proceeding, a director
or officer may be indemnified if he had no reasonable cause to believe his
conduct was unlawful. If a director or officer is wholly successful, on the
merits or otherwise, in connection with such a proceeding, such indemnification
is mandatory.

               The Company's Amended and Restated Articles of Incorporation and
Bylaws provide for indemnification of its present and former directors and
officers. The Company's Bylaws further provide for indemnification of officers
and directors against reasonable expenses actually incurred in connection with
the defense of any such action, suit or proceeding in advance of the final
disposition of the proceeding.

               The Amended and Restated Articles of Incorporation of the Company
contain a provision that limits the liability of the Company's directors as
permitted under Texas law. The provision eliminates the liability of a director
to the Company or its shareholders for monetary damages for an act or omission
in the director's capacity as a director. The provision does not affect the
liability of a director for (i) breach of the director's duty of loyalty to the
Company or its shareholders, (ii) an act or omission not in good faith that
constitutes a breach of duty of the director to the Company, or that involves
intentional misconduct or a knowing violation of law, (iii) a transaction from
which the director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, or (iv)
an act or omission for which the liability of a director is expressly provided
by an applicable statute. In addition, the limitation of liability of directors
applies only to claims against a director arising out of his or her role as a
director and not, if he or she is also an officer his or her role as an officer
and does not limit a director's liability under any other law, such as federal
securities law.

                  The Company has entered into Indemnification Agreements with
all of its directors, and may in the future enter into such indemnification
agreements with its directors, officers, employees and agents. Such
indemnification agreements are intended to provide a contractual right to
indemnification, to the extent permitted by law, for expenses (including
attorneys' fees), judgments, penalties and fines and amounts paid in settlement
actually and reasonably incurred by the person to be indemnified in connection
with any proceeding (including, to the extent permitted by law, any derivative
action) to which any of such individuals are, or are threatened to be made, a
party by reason of their status in such position. Such indemnification
agreements do not change the basic legal standards for indemnification set forth
in the Texas Business Corporation Act or the Amended and Restated Articles of
Incorporation of the Company. Such provisions are intended to be in

                                      -3-
<PAGE>   4




furtherance, and not in limitation of, the general right to the indemnification
provided in the Amended and Restated Articles of Incorporation and Bylaws of the
Company.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

                    3.1      Amended and Restated Articles of Incorporation
                             (incorporated herein by reference to Exhibit 3.1 of
                             the Company's Registration Statement on Form S-1,
                             as amended (Reg. No. 333-03346)).

                    3.2      Bylaws of the Company, as amended (incorporated
                             herein by reference to Exhibit 3.2 of the Company's
                             Registration Statement on Form S-1, as amended
                             (Reg. No. 333-03346)).

                    4.1      Specimen Common Stock Certificate (incorporated
                             herein by reference to Exhibit 4.1 of the Company's
                             Registration Statement on Form S-1, as amended
                             (Reg. No. 333-03346)).

                    4.2      Rights Agreement dated April 8, 1996, between the
                             Company and American Stock Transfer & Trust
                             Company, Trustee (incorporated herein by reference
                             to Exhibit 4.3 of the Company's Registration
                             Statement on Form S-1, as amended (Reg. No.
                             333-03346)).

                   *4.3      Rush Enterprises, Inc. 1997 Non-Employee Director
                             Stock Option Plan.

                   *4.4      Form of Stock Option Agreement granted pursuant to
                             Rush Enterprises, Inc. 1997 Non-Employee Director
                             Stock Option Plan.

                   *5.1      Opinion of Fulbright & Jaworski L.L.P.

                  *23.1      Consent of Fulbright & Jaworski L.L.P. (included in
                             Exhibit 5.1).

                  *23.2      Consent of Arthur Andersen LLP.

                  *24.1      Powers of Attorney from the members of the Board of
                             Directors of the Registrant (contained on signature
                             page).
-------------------
* Filed herewith.

ITEM 9.             UNDERTAKINGS

                  The undersigned Registrant hereby undertakes:


                                      -4-
<PAGE>   5
                  (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
                  "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 hereof)
                  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 to such
                  information in this Registration Statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act, that are incorporated by
reference in 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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.


                                      -5-

<PAGE>   6
                                   SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 San Antonio, State of Texas, on 
December 2, 1998.

                                               RUSH ENTERPRISES, INC.



                                               By:   /s/ W. Marvin Rush
                                                  -----------------------------
                                                            W. Marvin Rush
                                                     Chairman of the Board and
                                                      Chief Executive Officer






                                      -6-
<PAGE>   7




                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints W. Marvin Rush, Martin A.
Naegelin, Jr., W. M. "Rusty" Rush and Robin M. Rush, or any of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, severally, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or each of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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


<TABLE>
<CAPTION>

SIGNATURE                                   TITLE                                                DATE

<S>                                         <C>                                               <C>  
/s/ W. Marvin Rush                          Chairman of the Board and                         December 2, 1998
---------------------------                  Chief Executive Officer                                                          
W. Marvin Rush                              (principal executive officer)

/s/ Martin A. Naegelin, Jr.                 Vice President and                                December 2, 1998
---------------------------                  Chief Financial Officer
Martin A. Naegelin, Jr.                     (Principal financial officer and
                                            accounting officer)

/s/ W. M. "Rusty" Rush                      Director and President                            December 2, 1998
---------------------------                                                                            
W. M. "Rusty" Rush

/s/ Robin M. Rush                           Executive Vice President,                         December 2, 1998
---------------------------                 Secretary, Treasurer and
Robin M. Rush                               Director

/s/ Ronald J. Krause                        Director                                          December 2, 1998
---------------------------                                                                            
Ronald J. Krause

/s/ John D. Rock                            Director                                          December 2, 1998
---------------------------                                                                            
John D. Rock

/s/ Joseph M. Dunn                          Director                                          December 2, 1998
---------------------------                                                                            
Joseph M. Dunn
</TABLE>



                                      -7-
<PAGE>   8



INDEX TO EXHIBITS

Exhibit
Number            Description of Exhibits
---------         -----------------------

     3.1          Amended and Restated Articles of Incorporation (incorporated
                  herein by reference to Exhibit 3.1 of the Company's
                  Registration Statement on Form S-1, as amended (Reg. No.
                  333-03346)).

     3.2          Bylaws of the Company, as amended (incorporated herein by
                  reference to Exhibit 3.2 of the Company's Registration
                  Statement on Form S-1, as amended (Reg. No. 333-03346)).

     4.1          Specimen Common Stock Certificate (incorporated herein by
                  reference to Exhibit 4.1 of the Company's Registration
                  Statement on Form S-1, as amended (Reg. No. 333-03346)).

     4.2          Rights Agreement dated April 8, 1996, between the Company and
                  American Stock Transfer & Trust Company, Trustee (incorporated
                  herein by reference to Exhibit 4.3 of the Company's
                  Registration Statement on Form S-1, as amended (Reg. No.
                  333-03346)).

    *4.3          Rush Enterprises, Inc. 1997 Non-Employee Director Stock Option
                  Plan.

    *4.4          Form of Stock Option Agreement granted pursuant to Rush
                  Enterprises, Inc. 1997 Non-Employee Director Stock Option
                  Plan.

    *5.1          Opinion of Fulbright & Jaworski L.L.P.

   *23.1          Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                  5.1).

   *23.2          Consent of Arthur Andersen LLP.

   *24.1          Powers of Attorney from the members of the Board of Directors
                  of the Registrant (contained on signature page).


-------------------
* Filed herewith.
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{"company-data": {"conformed-name": "RUSH ENTERPRISES INC \\TX\\", "cik": "0001012019", "assigned-sic": "5500", "irs-number": "741733016", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70451", "film-number": "99504995"}, "business-address": {"street1": "8810 I H 10 EAST", "city": "SAN ANTONIO", "state": "TX", "zip": "78218", "phone": "2106614511"}, "mail-address": {"street1": "8810 I H 10 EAST", "city": "SAN ANTONIO", "state": "TX", "zip": "78218"}}
1
    As filed with the Securities and Exchange Commission on January 12, 1999

                                               REGISTRATION NO. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                             RUSH ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

            TEXAS                                              74-1733016
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

        8810 I.H. 10 EAST                                         78219
       SAN ANTONIO, TEXAS                                       (Zip Code)
(Address of Principal Executive Offices)

                  1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the Plan)

                             MARTIN A. NAEGELIN, JR.
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                             RUSH ENTERPRISES, INC.
                                8810 I.H. 10 EAST
                            SAN ANTONIO, TEXAS 78219
                     (Name and address of agent for service)

                                 (210) 661-4511
          (Telephone number, including area code, of agent for service)

                               -----------------
                                  With Copy to:

                           FULBRIGHT & JAWORSKI L.L.P.
                             300 CONVENT, SUITE 2200
                            SAN ANTONIO, TEXAS 78205
                                 (210) 224-5575
                       ATTENTION: PHILLIP M. RENFRO, ESQ.

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

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                      PROPOSED           PROPOSED MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO           MAXIMUM OFFERING      AGGREGATE OFFERING          AMOUNT OF
   TO BE REGISTERED         BE REGISTERED        PRICE PER SHARE(1)          PRICE(1)           REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Common Stock,
    $.01 par value               100,000(2)            $11.60               $1,160,000               $342.20
-----------------------------------------------------------------------------------------------------------------
 Purchase Rights(3)(4)           100,000
-----------------------------------------------------------------------------------------------------------------
         Total                   100,000                 -                  $1,160,000               $342.20
=================================================================================================================
(1)      Pursuant to Rule 457(c) and (h), the maximum offering price per
         security and maximum aggregate offering price of the Common Stock have
         been calculated on the basis of the average of the high and low prices
         of the Common Stock as reported by the National Market System of NASDAQ
         on January __, 1999.

(2)      Pursuant to Rule 416(a), this Registration Statement shall also cover
         any additional shares of Common Stock which become issuable by reason
         of any stock dividend, stock split, recapitalization or other similar
         transactions effected without the receipt of consideration which
         results in an increase in the number of the outstanding shares of
         Common Stock.

(3)      No fee pursuant to Rule 457(g).

(4)      Purchase Rights related to the Common Stock pursuant to the Rights
         Agreement dated April 8, 1996, between Registrant and American Stock
         Transfer & Trust Company, Trustee.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents are hereby incorporated by reference
in this Registration Statement:

                  1. The Annual Report on Form 10-K of Rush Enterprises, Inc., a
Texas corporation (the "Registrant"), for the year ended December 31, 1997;

                  2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30, 1998 and September 30, 1998; and

                  3. The description of the Registrant's Common Stock, $.01 par
value, contained in a registration statement on Form S-1, Registration Statement
No. 333-03346, including any amendment or report filed for the purpose of
updating such description.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the filing hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

                  For purposes of this Registration Statement, any document or
any statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. 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

                  Not Applicable.

                                      -2-
3

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Article 2.02-1 of the Texas Business Corporation Act provides
that any director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. With respect to any
proceeding arising from actions taken in his official capacity, as a director or
officer, he may be indemnified so long as it shall be determined that he
conducted himself in good faith and that he reasonably believed that such
conduct was in the corporation's best interests. In cases not concerning conduct
in his official capacity as a director or officer, a director may be indemnified
as long as he reasonably believed that his conduct was not opposed to the
corporation's best interests. In the case of any criminal proceeding, a director
or officer may be indemnified if he had no reasonable cause to believe his
conduct was unlawful. If a director or officer is wholly successful, on the
merits or otherwise, in connection with such a proceeding, such indemnification
is mandatory.

               The Company's Amended and Restated Articles of Incorporation and
Bylaws provide for indemnification of its present and former directors and
officers. The Company's Bylaws further provide for indemnification of officers
and directors against reasonable expenses actually incurred in connection with
the defense of any such action, suit or proceeding in advance of the final
disposition of the proceeding.

               The Amended and Restated Articles of Incorporation of the Company
contain a provision that limits the liability of the Company's directors as
permitted under Texas law. The provision eliminates the liability of a director
to the Company or its shareholders for monetary damages for an act or omission
in the director's capacity as a director. The provision does not affect the
liability of a director for (i) breach of the director's duty of loyalty to the
Company or its shareholders, (ii) an act or omission not in good faith that
constitutes a breach of duty of the director to the Company, or that involves
intentional misconduct or a knowing violation of law, (iii) a transaction from
which the director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, or (iv)
an act or omission for which the liability of a director is expressly provided
by an applicable statute. In addition, the limitation of liability of directors
applies only to claims against a director arising out of his or her role as a
director and not, if he or she is also an officer his or her role as an officer
and does not limit a director's liability under any other law, such as federal
securities law.

                  The Company has entered into Indemnification Agreements with
all of its directors, and may in the future enter into such indemnification
agreements with its directors, officers, employees and agents. Such
indemnification agreements are intended to provide a contractual right to
indemnification, to the extent permitted by law, for expenses (including
attorneys' fees), judgments, penalties and fines and amounts paid in settlement
actually and reasonably incurred by the person to be indemnified in connection
with any proceeding (including, to the extent permitted by law, any derivative
action) to which any of such individuals are, or are threatened to be made, a
party by reason of their status in such position. Such indemnification
agreements do not change the basic legal standards for indemnification set forth
in the Texas Business Corporation Act or the Amended and Restated Articles of
Incorporation of the Company. Such provisions are intended to be in

                                      -3-
4

furtherance, and not in limitation of, the general right to the indemnification
provided in the Amended and Restated Articles of Incorporation and Bylaws of the
Company.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

                    3.1      Amended and Restated Articles of Incorporation
                             (incorporated herein by reference to Exhibit 3.1 of
                             the Company's Registration Statement on Form S-1,
                             as amended (Reg. No. 333-03346)).

                    3.2      Bylaws of the Company, as amended (incorporated
                             herein by reference to Exhibit 3.2 of the Company's
                             Registration Statement on Form S-1, as amended
                             (Reg. No. 333-03346)).

                    4.1      Specimen Common Stock Certificate (incorporated
                             herein by reference to Exhibit 4.1 of the Company's
                             Registration Statement on Form S-1, as amended
                             (Reg. No. 333-03346)).

                    4.2      Rights Agreement dated April 8, 1996, between the
                             Company and American Stock Transfer & Trust
                             Company, Trustee (incorporated herein by reference
                             to Exhibit 4.3 of the Company's Registration
                             Statement on Form S-1, as amended (Reg. No.
                             333-03346)).

                   *4.3      Rush Enterprises, Inc. 1997 Non-Employee Director
                             Stock Option Plan.

                   *4.4      Form of Stock Option Agreement granted pursuant to
                             Rush Enterprises, Inc. 1997 Non-Employee Director
                             Stock Option Plan.

                   *5.1      Opinion of Fulbright & Jaworski L.L.P.

                  *23.1      Consent of Fulbright & Jaworski L.L.P. (included in
                             Exhibit 5.1).

                  *23.2      Consent of Arthur Andersen LLP.

                  *24.1      Powers of Attorney from the members of the Board of
                             Directors of the Registrant (contained on signature
                             page).
-------------------
* Filed herewith.

ITEM 9.             UNDERTAKINGS

                  The undersigned Registrant hereby undertakes:

                                      -4-
5
                  (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
                  "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 hereof)
                  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 to such
                  information in this Registration Statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act, that are incorporated by
reference in 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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.

                                      -5-
6
                                   SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 San Antonio, State of Texas, on 
December 2, 1998.

                                               RUSH ENTERPRISES, INC.

                                               By:   /s/ W. Marvin Rush
                                                  -----------------------------
                                                            W. Marvin Rush
                                                     Chairman of the Board and
                                                      Chief Executive Officer

                                      -6-
7

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints W. Marvin Rush, Martin A.
Naegelin, Jr., W. M. "Rusty" Rush and Robin M. Rush, or any of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, severally, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or each of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                  Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                   TITLE                                                DATE
/s/ W. Marvin Rush                          Chairman of the Board and                         December 2, 1998
---------------------------                  Chief Executive Officer                                                          
W. Marvin Rush                              (principal executive officer)

/s/ Martin A. Naegelin, Jr.                 Vice President and                                December 2, 1998
---------------------------                  Chief Financial Officer
Martin A. Naegelin, Jr.                     (Principal financial officer and
                                            accounting officer)

/s/ W. M. "Rusty" Rush                      Director and President                            December 2, 1998
---------------------------                                                                            
W. M. "Rusty" Rush

/s/ Robin M. Rush                           Executive Vice President,                         December 2, 1998
---------------------------                 Secretary, Treasurer and
Robin M. Rush                               Director

/s/ Ronald J. Krause                        Director                                          December 2, 1998
---------------------------                                                                            
Ronald J. Krause

/s/ John D. Rock                            Director                                          December 2, 1998
---------------------------                                                                            
John D. Rock

/s/ Joseph M. Dunn                          Director                                          December 2, 1998
---------------------------                                                                            
Joseph M. Dunn
-7-
8

INDEX TO EXHIBITS

Exhibit
Number            Description of Exhibits
---------         -----------------------

     3.1          Amended and Restated Articles of Incorporation (incorporated
                  herein by reference to Exhibit 3.1 of the Company's
                  Registration Statement on Form S-1, as amended (Reg. No.
                  333-03346)).

     3.2          Bylaws of the Company, as amended (incorporated herein by
                  reference to Exhibit 3.2 of the Company's Registration
                  Statement on Form S-1, as amended (Reg. No. 333-03346)).

     4.1          Specimen Common Stock Certificate (incorporated herein by
                  reference to Exhibit 4.1 of the Company's Registration
                  Statement on Form S-1, as amended (Reg. No. 333-03346)).

     4.2          Rights Agreement dated April 8, 1996, between the Company and
                  American Stock Transfer & Trust Company, Trustee (incorporated
                  herein by reference to Exhibit 4.3 of the Company's
                  Registration Statement on Form S-1, as amended (Reg. No.
                  333-03346)).

    *4.3          Rush Enterprises, Inc. 1997 Non-Employee Director Stock Option
                  Plan.

    *4.4          Form of Stock Option Agreement granted pursuant to Rush
                  Enterprises, Inc. 1997 Non-Employee Director Stock Option
                  Plan.

    *5.1          Opinion of Fulbright & Jaworski L.L.P.

   *23.1          Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                  5.1).

   *23.2          Consent of Arthur Andersen LLP.

   *24.1          Powers of Attorney from the members of the Board of Directors
                  of the Registrant (contained on signature page).

-------------------
* Filed herewith.