<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 1997 

                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               __________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                               __________________

                         GETTY PETROLEUM MARKETING INC.
             (Exact name of registrant as specified in its charter)


           MARYLAND                                              11-3339235
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                              125 JERICHO TURNPIKE
                            JERICHO, NEW YORK 11753
                    (Address of principal executive offices)
                               __________________

            1997 STOCK OPTION PLAN OF GETTY PETROLEUM MARKETING INC.


                              (Full title of Plan)
                               __________________

                                SAMUEL M. JONES
                       VICE PRESIDENT AND GENERAL COUNSEL
                         GETTY PETROLEUM MARKETING INC.
                              125 JERICHO TURNPIKE
                            JERICHO, NEW YORK  11753
                                 (516) 338-6000

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                            MARC D. BASSEWITZ, ESQ.
                                LATHAM & WATKINS
                                  SEARS TOWER
                                   SUITE 5800
                               CHICAGO, IL 60606
                                 (312) 876-7700

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                            Proposed
                                 Amount               Proposed               Maximum
Title of Each Class             of Shares              Maximum              Aggregate              Amount of
of Securities to                  to be            Offering Price           Offering             Registration
be Registered                 Registered(1)         Per Share(2)            Price (2)                 Fee
---------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>               <C>                      <C>
Common Stock
$.01 par value                  1,300,000               $3.47             $4,511,000.00            $1,555.52
</TABLE>





<PAGE>   2
(1)         Represents the maximum number of shares that may be acquired under
            the 1997 Stock Option Plan of Getty Petroleum Marketing Inc. (the
            "Plan").

(2)         Estimated solely for the purpose of calculating the registration
            fee, pursuant to Rule 457(h) of the Securities Act of 1933, based
            on the book value of the common stock, par value $.01 per share
            ("Common Stock"), of Getty Petroleum Marketing Inc. on October 31,
            1996.

                                  ____________


                                     PART I

Item 1.     Plan Information

            Not required to be filed with this Registration Statement.


Item 2.     Registrant Information and Employee Plan Annual Information

            Not required to be filed with this Registration Statement.


                                    PART II

Item 3.     Incorporation of Documents by Reference

            The following documents filed with the Securities and Exchange
Commission by Getty Petroleum Marketing Inc., a Maryland corporation (the
"Company") and are incorporated as of their respective dates in this
Registration Statement by reference:

            (1)     The Company's Registration Statement on Form 10/A filed
                    with the Commission on March 13, 1997 (File No. 001-14990)
                    including the exhibits thereto.

            (2)     The description of the Company's Common Stock contained in
                    the Company's Registration Statement on Form 10/A referred
                    to in (1) above.

            All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act 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 are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such 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.


Item 6.     Indemnification of Directors and Officers

                    The Maryland General Corporation Law ("MGCL") permits a
Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (a) actual receipt of an
improper benefit or profit in money, property or services or (b) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action.  The Company's Charter contains such a provision which limits
such liability to the maximum extent permitted by Maryland law.

                    The Company's Charter authorizes the Company, to the
maximum extent permitted by Maryland law, to obligate itself to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director or officer or (b) any
individual who, while a director of the Company and at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other





                                       2
<PAGE>   3
enterprise from and against any claim or liability to which such person may
become subject or which such person may incur by reason of his or her status as
a present or former director or officer of the Company.  The Company's Bylaws
obligate the Company, to the maximum extent permitted by Maryland law, to
indemnify and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former director or officer
who is made a party to the proceeding by reason of his or her service in that
capacity or (b) any individual who, while a director of the Company and at the
request of the Company, serves or has served another corporation, partnership,
joint venture, trust, employee benefit plan or any other enterprise as a
director, officer, partner or trustee of such corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise and who is made a
party to the proceeding by reason of his or her service in that capacity.  The
Company's Charter and the Company's Bylaws also permit the Company to indemnify
and advance expenses to any person who served a predecessor of the Company in
any of the capacities described above and to any employee or agent of the
Company or a predecessor of the Company.

                    The MGCL requires a corporation (unless its charter
provides otherwise, which the Company's Charter does not) to indemnify a
director or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he or she is made a party by reason of his
or her service in that capacity.  The MGCL permits a corporation to indemnify
its present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that (a)
the act or omission of the director or officer was material to the matter
giving rise to the proceeding and (i) was committed in bad faith or (ii) was
the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services
or (c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.  However, a
Maryland corporation may not indemnify a present or former director or officer
for an adverse judgment in a suit by or in the right of the corporation.  In
addition, the MGCL requires the Company, as a condition to advancing expenses,
to obtain (a) a written affirmation by the director or officer of his or her
good faith belief that he or she has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws and (b) a written
statement by or on his or her behalf to repay the amount paid or reimbursed by
the Company if it shall ultimately be determined that the standard of conduct
was not met.

                    In addition, the Company has entered or will enter into an
indemnification agreement ("Indemnification Agreement") with each of its
directors.  The Indemnification Agreement provides for the prompt
indemnification and advancement of expenses, including attorneys' fees and
other costs, to the fullest extent permitted by law of a director against
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal) any
threatened, pending or completed action, suit or proceeding related to the fact
that such director is or was a director, officer, partner, employee, agent, or
fiduciary of the Company or is or was serving at the request of the Company as
a director, officer, partner, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan trust or other
enterprise, or by reason of anything done or not done by a director in any such
capacity.

                    The Indemnification Agreement also provides (i) that a
director is automatically entitled to indemnification for expenses to the
extent the director is successful in defending any indemnifiable claim whether
on the merits or otherwise, (ii) that the Company has the burden of proving
that a director is not entitled to indemnification in any particular case and
that certain presumptions that may otherwise be drawn against a director
seeking indemnification in connection with the termination of actions or
proceedings are negated, except that the termination of an action or proceeding
by conviction or a plea of nolo contendere (or its equivalent) creates a
presumption that the director is not entitled to indemnification, (iii) a
mechanism through which a director may seek court relief in the event that the
Company's Board (or other person or body appointed by the Company's Board)
determines that the director would not be permitted to be indemnified under
applicable law (and therefore is not entitled to indemnification under the
Indemnification Agreement), (iv) that a director is entitled to indemnification
against all expenses (including attorneys' fees) incurred in seeking to collect
an indemnification claim or advancement of expenses from the Company or
incurred in seeking to recover under a directors' and officers' liability
insurance policy, (v) that after there has been a change in control in the
Company, all Company determinations regarding a right to indemnification, and
the right to advancement of expenses, shall be made by independent legal
counsel, and (vi) that prior to a change in control of the Company, a director
shall not be entitled to indemnification pursuant to the Indemnification
Agreement in connection with an action, suit or proceeding initiated by the
director against the Company, or its directors or officers unless the Company
joins in or consents to the action, suit or proceeding, except as provided in
Section 3 of the Indemnification Agreement.

                    Directors' rights under the Indemnification Agreement are
not exclusive of any other rights they may have under Maryland law, directors'
or officers' liability insurance, the Company's Bylaws or otherwise.  However,
the Indemnification Agreement does prevent double payment.

                    The Indemnification Agreement, although not requiring the
maintenance of directors' and officers' liability insurance, does require that
the directors be provided with maximum coverage reasonably economically
available if there is such a policy.  Finally, the Indemnification Agreement
provides that, if the Company pays a director pursuant to the Indemnification
Agreement, the Company will be subrogated to the director's rights to recover
from third parties.


Item 7.     Exemption from Registration Claimed

            Not applicable.





                                       3
<PAGE>   4
Item 8.     Exhibits

            4.1     Articles of Incorporation of the Company.  Filed as Exhibit
                    3.1 to the Company's Registration Statement on Form 10 as
                    filed on November 19, 1996 (File No. 1-14490) and
                    incorporated herein by reference.

            4.2     Form of Articles of Incorporation of the Company, as
                    amended.  Filed as Exhibit 3.2 to the Company's
                    Registration Statement on Form 10/A as filed on January 13,
                    1997 and incorporated herein by reference.

            4.3     By-laws of the Company.  Filed as Exhibit 3.4 to the
                    Company's Registration Statement on Form 10/A as filed on
                    January 13, 1997 and incorporated herein by reference.

            5.1     Opinion of counsel regarding the legality of the Common
                    Stock being registered.

            23.1    Consent of Independent Accountants.

            23.2    Consent of counsel (included in Exhibit 5.1).

            24      Power of Attorney (see page 5).

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
            "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 the Registration Statement;

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

                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information 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 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.

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

            (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 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.

            (c)     Insofar as indemnification for liabilities arising under
the 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 Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.





                                       4
<PAGE>   5
                                   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 Jericho, New York, on March 13,
1997.

                                          GETTY PETROLEUM MARKETING INC.
                                          
                                          By:  /s/ Samuel M. Jones 
                                              ---------------------------------
                                              Samuel M. Jones
                                              Vice President and General Counsel


                               POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints each of Samuel M. Jones and
Michael K. Hantman, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments or supplements
to this Registration Statement and to file the same with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing necessary or
appropriate to be done with respect to this Registration Statement or any
amendments or supplements hereto 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 his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





                                       5
<PAGE>   6
            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in their respective capacities with Getty Petroleum Marketing Inc. and on the
dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                                TITLE                          DATE
          ---------                                -----                          ----


 <S>                                               <C>                            <C>
                                                   President, Chief
                                                   Executive Officer and
                                                   Director (Principal
                                                   Executive Officer and
 /s/ Leo Liebowitz                                 Principal Financial Officer)   March 13, 1997       
--------------------------------------------                                                             
          Leo Liebowitz                                                                                  
                                                                                                         
                                                                                                         
                                                   Vice President and                                    
                                                   Corporate Controller                                  
                                                   (Principal Accounting                                 
 /s/ Michael K. Hantman                            Officer)                       March 13, 1997       
-----------------------------------------                                                                
        Michael K. Hantman                                                                               
                                                                                                         
                                                                                                         
                                                                                                         
 /s/ Milton Safenowitz                             Director                       March 13, 1997       
-------------------------------------------                                                              
        Milton Safenowitz                                                                                
                                                                                                         
                                                                                                         
                                                                                                         
                                                                                                         
 /s/ Ronald E. Hall                                Director                       March 13, 1997       
--------------------------------------------                                                             
         Ronald E. Hall                                                                                  
                                                                                                         
                                                                                                         
                                                                                                         
 /s/ Richard E. Montag                             Director                       March 13, 1997       
------------------------------------------                                                               
        Richard E. Montag                                                                                
                                                                                                         
                                                                                                         
                                                                                                         
                                                   Director                       ________, 1997      
-------------------------------------------------                                                
        Matthew J. Chanin
</TABLE>





                                       6
<PAGE>   7
                   Exhibit Index


        4.1         Articles of Incorporation of the Company.  Filed as Exhibit
                    3.1 to the Company's Registration Statement on Form 10 as
                    filed on November 19, 1996 and incorporated herein by
                    reference.
        
        4.2         Form of Articles of Incorporation of the Company, as
                    amended.  Filed as Exhibit 3.2 to the Company's
                    Registration Statement on Form 10/A as filed on January 13,
                    1997 and incorporated herein by reference.
        
        4.3         By-laws of the Company. Filed as Exhibit 3.4 to the
                    Company's Registration Statement on Form 10/A as filed on
                    January 13, 1997 and incorporated herein by reference.
        
        5.1         Opinion of counsel regarding the legality of the Common
                    Stock being registered.
        
        23.1        Consent of Independent Accountants.
        
        23.2        Consent of counsel (included in Exhibit 5.1)
        
        24          Power of Attorney (see page 5).
        




                                       7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 26950}]
{"company-data": {"conformed-name": "GETTY PETROLEUM MARKETING INC", "cik": "0001025742", "assigned-sic": "5171"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23379", "film-number": "97557015"}, "business-address": {"street1": "125 JERICHO TURNPIKE", "city": "JERICHO", "state": "NY", "zip": "11753"}, "mail-address": {"street1": "125 JERICHO TURNPIKE", "city": "JERICHO", "state": "NY", "zip": "11753"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 1997 

                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               __________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                               __________________

                         GETTY PETROLEUM MARKETING INC.
             (Exact name of registrant as specified in its charter)

           MARYLAND                                              11-3339235
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                              125 JERICHO TURNPIKE
                            JERICHO, NEW YORK 11753
                    (Address of principal executive offices)
                               __________________

            1997 STOCK OPTION PLAN OF GETTY PETROLEUM MARKETING INC.

                              (Full title of Plan)
                               __________________

                                SAMUEL M. JONES
                       VICE PRESIDENT AND GENERAL COUNSEL
                         GETTY PETROLEUM MARKETING INC.
                              125 JERICHO TURNPIKE
                            JERICHO, NEW YORK  11753
                                 (516) 338-6000

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                            MARC D. BASSEWITZ, ESQ.
                                LATHAM & WATKINS
                                  SEARS TOWER
                                   SUITE 5800
                               CHICAGO, IL 60606
                                 (312) 876-7700

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                                                                            Proposed
                                 Amount               Proposed               Maximum
Title of Each Class             of Shares              Maximum              Aggregate              Amount of
of Securities to                  to be            Offering Price           Offering             Registration
be Registered                 Registered(1)         Per Share(2)            Price (2)                 Fee
---------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value                  1,300,000               $3.47             $4,511,000.00            $1,555.52
2
(1)         Represents the maximum number of shares that may be acquired under
            the 1997 Stock Option Plan of Getty Petroleum Marketing Inc. (the
            "Plan").

(2)         Estimated solely for the purpose of calculating the registration
            fee, pursuant to Rule 457(h) of the Securities Act of 1933, based
            on the book value of the common stock, par value $.01 per share
            ("Common Stock"), of Getty Petroleum Marketing Inc. on October 31,
            1996.

                                  ____________

                                     PART I

Item 1.     Plan Information

            Not required to be filed with this Registration Statement.

Item 2.     Registrant Information and Employee Plan Annual Information

            Not required to be filed with this Registration Statement.

                                    PART II

Item 3.     Incorporation of Documents by Reference

            The following documents filed with the Securities and Exchange
Commission by Getty Petroleum Marketing Inc., a Maryland corporation (the
"Company") and are incorporated as of their respective dates in this
Registration Statement by reference:

            (1)     The Company's Registration Statement on Form 10/A filed
                    with the Commission on March 13, 1997 (File No. 001-14990)
                    including the exhibits thereto.

            (2)     The description of the Company's Common Stock contained in
                    the Company's Registration Statement on Form 10/A referred
                    to in (1) above.

            All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act 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 are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such 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.

Item 6.     Indemnification of Directors and Officers

                    The Maryland General Corporation Law ("MGCL") permits a
Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (a) actual receipt of an
improper benefit or profit in money, property or services or (b) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action.  The Company's Charter contains such a provision which limits
such liability to the maximum extent permitted by Maryland law.

                    The Company's Charter authorizes the Company, to the
maximum extent permitted by Maryland law, to obligate itself to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director or officer or (b) any
individual who, while a director of the Company and at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other

                                       2
3
enterprise from and against any claim or liability to which such person may
become subject or which such person may incur by reason of his or her status as
a present or former director or officer of the Company.  The Company's Bylaws
obligate the Company, to the maximum extent permitted by Maryland law, to
indemnify and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former director or officer
who is made a party to the proceeding by reason of his or her service in that
capacity or (b) any individual who, while a director of the Company and at the
request of the Company, serves or has served another corporation, partnership,
joint venture, trust, employee benefit plan or any other enterprise as a
director, officer, partner or trustee of such corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise and who is made a
party to the proceeding by reason of his or her service in that capacity.  The
Company's Charter and the Company's Bylaws also permit the Company to indemnify
and advance expenses to any person who served a predecessor of the Company in
any of the capacities described above and to any employee or agent of the
Company or a predecessor of the Company.

                    The MGCL requires a corporation (unless its charter
provides otherwise, which the Company's Charter does not) to indemnify a
director or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he or she is made a party by reason of his
or her service in that capacity.  The MGCL permits a corporation to indemnify
its present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that (a)
the act or omission of the director or officer was material to the matter
giving rise to the proceeding and (i) was committed in bad faith or (ii) was
the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services
or (c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.  However, a
Maryland corporation may not indemnify a present or former director or officer
for an adverse judgment in a suit by or in the right of the corporation.  In
addition, the MGCL requires the Company, as a condition to advancing expenses,
to obtain (a) a written affirmation by the director or officer of his or her
good faith belief that he or she has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws and (b) a written
statement by or on his or her behalf to repay the amount paid or reimbursed by
the Company if it shall ultimately be determined that the standard of conduct
was not met.

                    In addition, the Company has entered or will enter into an
indemnification agreement ("Indemnification Agreement") with each of its
directors.  The Indemnification Agreement provides for the prompt
indemnification and advancement of expenses, including attorneys' fees and
other costs, to the fullest extent permitted by law of a director against
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal) any
threatened, pending or completed action, suit or proceeding related to the fact
that such director is or was a director, officer, partner, employee, agent, or
fiduciary of the Company or is or was serving at the request of the Company as
a director, officer, partner, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan trust or other
enterprise, or by reason of anything done or not done by a director in any such
capacity.

                    The Indemnification Agreement also provides (i) that a
director is automatically entitled to indemnification for expenses to the
extent the director is successful in defending any indemnifiable claim whether
on the merits or otherwise, (ii) that the Company has the burden of proving
that a director is not entitled to indemnification in any particular case and
that certain presumptions that may otherwise be drawn against a director
seeking indemnification in connection with the termination of actions or
proceedings are negated, except that the termination of an action or proceeding
by conviction or a plea of nolo contendere (or its equivalent) creates a
presumption that the director is not entitled to indemnification, (iii) a
mechanism through which a director may seek court relief in the event that the
Company's Board (or other person or body appointed by the Company's Board)
determines that the director would not be permitted to be indemnified under
applicable law (and therefore is not entitled to indemnification under the
Indemnification Agreement), (iv) that a director is entitled to indemnification
against all expenses (including attorneys' fees) incurred in seeking to collect
an indemnification claim or advancement of expenses from the Company or
incurred in seeking to recover under a directors' and officers' liability
insurance policy, (v) that after there has been a change in control in the
Company, all Company determinations regarding a right to indemnification, and
the right to advancement of expenses, shall be made by independent legal
counsel, and (vi) that prior to a change in control of the Company, a director
shall not be entitled to indemnification pursuant to the Indemnification
Agreement in connection with an action, suit or proceeding initiated by the
director against the Company, or its directors or officers unless the Company
joins in or consents to the action, suit or proceeding, except as provided in
Section 3 of the Indemnification Agreement.

                    Directors' rights under the Indemnification Agreement are
not exclusive of any other rights they may have under Maryland law, directors'
or officers' liability insurance, the Company's Bylaws or otherwise.  However,
the Indemnification Agreement does prevent double payment.

                    The Indemnification Agreement, although not requiring the
maintenance of directors' and officers' liability insurance, does require that
the directors be provided with maximum coverage reasonably economically
available if there is such a policy.  Finally, the Indemnification Agreement
provides that, if the Company pays a director pursuant to the Indemnification
Agreement, the Company will be subrogated to the director's rights to recover
from third parties.

Item 7.     Exemption from Registration Claimed

            Not applicable.

                                       3
4
Item 8.     Exhibits

            4.1     Articles of Incorporation of the Company.  Filed as Exhibit
                    3.1 to the Company's Registration Statement on Form 10 as
                    filed on November 19, 1996 (File No. 1-14490) and
                    incorporated herein by reference.

            4.2     Form of Articles of Incorporation of the Company, as
                    amended.  Filed as Exhibit 3.2 to the Company's
                    Registration Statement on Form 10/A as filed on January 13,
                    1997 and incorporated herein by reference.

            4.3     By-laws of the Company.  Filed as Exhibit 3.4 to the
                    Company's Registration Statement on Form 10/A as filed on
                    January 13, 1997 and incorporated herein by reference.

            5.1     Opinion of counsel regarding the legality of the Common
                    Stock being registered.

            23.1    Consent of Independent Accountants.

            23.2    Consent of counsel (included in Exhibit 5.1).

            24      Power of Attorney (see page 5).

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
            "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 the Registration Statement;

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

                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information 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 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.

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

            (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 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.

            (c)     Insofar as indemnification for liabilities arising under
the 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 Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       4
5
                                   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 Jericho, New York, on March 13,
1997.

                                          GETTY PETROLEUM MARKETING INC.
                                          
                                          By:  /s/ Samuel M. Jones 
                                              ---------------------------------
                                              Samuel M. Jones
                                              Vice President and General Counsel

                               POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints each of Samuel M. Jones and
Michael K. Hantman, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments or supplements
to this Registration Statement and to file the same with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing necessary or
appropriate to be done with respect to this Registration Statement or any
amendments or supplements hereto 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 his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                       5
6
            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in their respective capacities with Getty Petroleum Marketing Inc. and on the
dates indicated.
SIGNATURE                                TITLE                          DATE
          ---------                                -----                          ----
President, Chief
                                                   Executive Officer and
                                                   Director (Principal
                                                   Executive Officer and
 /s/ Leo Liebowitz                                 Principal Financial Officer)   March 13, 1997       
--------------------------------------------                                                             
          Leo Liebowitz                                                                                  
                                                                                                         
                                                                                                         
                                                   Vice President and                                    
                                                   Corporate Controller                                  
                                                   (Principal Accounting                                 
 /s/ Michael K. Hantman                            Officer)                       March 13, 1997       
-----------------------------------------                                                                
        Michael K. Hantman                                                                               
                                                                                                         
                                                                                                         
                                                                                                         
 /s/ Milton Safenowitz                             Director                       March 13, 1997       
-------------------------------------------                                                              
        Milton Safenowitz                                                                                
                                                                                                         
                                                                                                         
                                                                                                         
                                                                                                         
 /s/ Ronald E. Hall                                Director                       March 13, 1997       
--------------------------------------------                                                             
         Ronald E. Hall                                                                                  
                                                                                                         
                                                                                                         
                                                                                                         
 /s/ Richard E. Montag                             Director                       March 13, 1997       
------------------------------------------                                                               
        Richard E. Montag                                                                                
                                                                                                         
                                                                                                         
                                                                                                         
                                                   Director                       ________, 1997      
-------------------------------------------------                                                
        Matthew J. Chanin
6
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                   Exhibit Index

        4.1         Articles of Incorporation of the Company.  Filed as Exhibit
                    3.1 to the Company's Registration Statement on Form 10 as
                    filed on November 19, 1996 and incorporated herein by
                    reference.
        
        4.2         Form of Articles of Incorporation of the Company, as
                    amended.  Filed as Exhibit 3.2 to the Company's
                    Registration Statement on Form 10/A as filed on January 13,
                    1997 and incorporated herein by reference.
        
        4.3         By-laws of the Company. Filed as Exhibit 3.4 to the
                    Company's Registration Statement on Form 10/A as filed on
                    January 13, 1997 and incorporated herein by reference.
        
        5.1         Opinion of counsel regarding the legality of the Common
                    Stock being registered.
        
        23.1        Consent of Independent Accountants.
        
        23.2        Consent of counsel (included in Exhibit 5.1)
        
        24          Power of Attorney (see page 5).
        

                                       7