<PAGE>   1

     As filed with the Securities and Exchange Commission on June 16, 1997
                                               Registration No. 333-____________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                          WABASH NATIONAL CORPORATION
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                      <C>                                                    <C>
          DELAWARE                                                                                    52-1375208
(State or other jurisdiction of                      1000 SAGAMORE PARKWAY SOUTH                   (I.R.S. Employer
incorporation or organization)                        LAFAYETTE, INDIANA  47905                 Identification Number)
                                         (Address of principal executive offices) (Zip code)
</TABLE>

           WABASH NATIONAL CORPORATION AMENDED 1992 STOCK OPTION PLAN
                  WABASH NATIONAL CORPORATION STOCK BONUS PLAN
                            (Full title of the plan)

                               DONALD J. EHRLICH
          CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN OF THE BOARD
                          WABASH NATIONAL CORPORATION
                          1000 SAGAMORE PARKWAY SOUTH
                           LAFAYETTE, INDIANA  47905
                    (Name and address of agent for service)

                                 (317) 448-1591
         (Telephone number, including area code, of agent for service)
         -------------------------------------------------------------
                                WITH A COPY TO:
                               MICHAEL J. SILVER
                             HOGAN & HARTSON L.L.P.
                            111 SOUTH CALVERT STREET
                           BALTIMORE, MARYLAND  21202
                                 (410) 659-2700
         -------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
  Title of securities        Amount to be        Proposed maximum                  Proposed maximum                Amount of
   to be registered          registered (1)      offering price per share (1)      aggregate offering          registration fee(1)
                                                                                   price (1)
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                     <C>                             <C>                        <C>
Common Stock, par        (a)   1,490,000         (a)    $21.5625                 (a)   $32,128,125          (a)   $    9736
value $.01 per share     (b)      10,000         (b)    $20.00                   (b)   $   200,000          (b)   $      61

                                                                                                                 Total Fee:  $9797
===================================================================================================================================
</TABLE>

(1)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share,
     proposed maximum aggregate offering price and the amount of the
     registration fee are based on (a) the average of the bid and asked prices
     of $21.5625 per share of Wabash National Corporation Common Stock on the
     New York Stock Exchange on June 6, 1997 and (b) the price of $20.00 per
     share for 10,000 shares of Common Stock issued pursuant to the Wabash
     National Corporation Stock Bonus Plan.

<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                 Documents containing the information required to be provided
in this Part I will be separately sent or given to employees participating in
the Wabash National Corporation Amended 1992 Stock Option Plan and the Wabash
National Corporation Stock Bonus Plan (collectively, the "Plans"), as
contemplated by Rule 428(b)(1) under the Securities Act of 1933, as amended
(the "Securities Act").  In accordance with the instructions to Part I of Form
S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 Wabash National Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents:

                (a)  Annual report on Form 10-K for the year ended December
                     31, 1996, filed with the Commission on February 10,
                     1997;

                (b)  All reports filed with the Commission pursuant to
                     Section 13(a) or 15(d) of the Securities Exchange Act
                     of 1934, as amended (the "Exchange Act"), since
                     December 31, 1996; and

                (c)  The description of the Registrant's common stock
                     contained in the Registrant's Registration Statement on
                     Form 8-A filed with the Commission on October 14, 1991,
                     as amended November 5, 1991, registering shares of
                     Common Stock pursuant to Section 12(g) of the Exchange
                     Act.

                 In addition, all documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14, or 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 remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part of hereof from the date of the filing of such
documents.

                 Any statement contained in a document incorporated or deemed
to be incorporated by reference shall be deemed to be modified or superseded to
the extent that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement.  The documents required to be so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

                 To the extent that any proxy statement is incorporated by
reference herein, such incorporation shall not include any information
contained in such proxy statement which is not, pursuant to the Commission's
rules, deemed to be "filed" with the Commission or subject to the liabilities
of Section 18 of the Exchange Act.




                                    - 2 -
<PAGE>   3
ITEM 4.          DESCRIPTION OF SECURITIES.

                 A description of the Registrant's common stock, par value 
$.01 per share, is incorporated by reference under Item 3.

ITEM 5.          INTERESTS OF NAMED EXPERTS OR COUNSEL.

                 Not applicable.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 145 of the Delaware General Corporation Law, the Registrant has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act. 
The Registrant's Certificate of Incorporation provides that the Registrant will
indemnify its directors and officers to the full extent permitted by law.  The
Registrant believes that indemnification under its Certificate of Incorporation
covers at least negligence and gross negligence by directors and officers, and
requires the Registrant to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
director or officer to repay such advances if it is ultimately
determined that the director or officer is not entitled to indemnification.

                 The Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Registrant
and its stockholders.   This provision in the Certificate of Incorporation does
not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law.  In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law.  The
provisions also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

                      *        *       *        *       *

                 Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, 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 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 the
expenses incurred or paid by a trustee, officer or controlling person of the
Registrant of the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.




                                    - 3 -
<PAGE>   4
ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                                     Description
------                                     -----------

<S>                     <C>
4.4                     Wabash National Corporation Amended 1992 Stock Option Plan

4.5                     Wabash National Corporation Stock Bonus Plan

5                       Opinion of Hogan & Hartson L.L.P. regarding the Legality of the shares of Common Stock being Registered

15                      Letter regarding unaudited interim financial information

23.1                    Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5)

23.2                    Consent of Arthur Andersen LLP

24                      Power of Attorney (contained on signature page)
</TABLE>




                                    - 4 -
<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;

                    (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the Registration Statement;

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

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed 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 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 Securities
                 Act, each filing of the Registrant's annual report pursuant to
                 Section 13(a) or Section 15(d) of the Exchange Act that is
                 incorporated by reference in this Registration Statement shall
                 be deemed to be a new Registration Statement relating to the
                 securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

         (c)     The undertaking concerning indemnification is set forth under
                 the response to Item 6.




                                    - 5 -
<PAGE>   6
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, Indiana, on June 13, 1997.


                                Wabash National Corporation



                                By:    /s/ DONALD J. EHRLICH
                                       --------------------------------------
                                       Donald J. Ehrlich 
                                       Chief Executive Officer, President and
                                       Chairman of the Board


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

                 We, the undersigned officers and directors of Wabash National
Corporation, hereby severally and individually constitute and appoint Donald J.
Ehrlich, Mark R. Holden and Michael J. Silver, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8, and all instruments
necessary or advisable in connection therewith and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
power to act with or without the other and to have full power and authority to
do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to
all intents and purposes as any of the undersigned might or could do in person,
and we hereby ratify and confirm our signatures as they may be signed by our
said attorneys and agents and each of them to any and all such amendment and
amendments.

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

<S>                                   <C>
June 13, 1997                        /s/ DONALD J. EHRLICH                         
                                      -------------------------------------------
                                          Donald J. Ehrlich
                                          Chief Executive Officer, President, and
                                          Chairman of the Board
                                          (Principal Executive Officer)
                                       
                                       
June 13, 1997                        /s/ MARK R. HOLDEN                            
                                      -------------------------------------------------
                                          Mark R. Holden
                                          Vice President-Chief Financial Officer and
                                          Director (Principal Financial Officer and
                                          Principal Accounting Officer)
</TABLE>                               
                                       
                                       
                                       

                                    - 6 -
<PAGE>   7
<TABLE>
<S>                                         <C>
                                            Board of Directors:

June 13, 1997                               By:  /s/ RICHARD E. DESSIMOZ                    
                                                 ---------------------------------------------
                                                 Richard E. Dessimoz
                                                 Vice President-Chief Executive Officer-
                                                 Wabash National Finance Corporation and 
                                                 Director

June 13, 1997                               By:  /s/ JOHN T. HACKETT                        
                                                 ---------------------------------------------
                                                 John T. Hackett
                                                 Director

June 13, 1997                               By:  /s/ LUDVIK F. KOCI                         
                                                 ---------------------------------------------
                                                 Ludvik F. Koci
                                                 Director
</TABLE>




                                    - 7 -
<PAGE>   8
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                     Description
------                                     -----------

<S>                     <C>
4.4                     Wabash National Corporation Amended 1992 Stock Option Plan

4.5                     Wabash National Corporation Stock Bonus Plan

5                       Opinion of Hogan & Hartson L.L.P. regarding the Legality of the 
                        shares of Common Stock being Registered

15                      Letter regarding Unaudited Interim Financial Information

23.1                    Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5)

23.2                    Consent of Arthur Andersen LLP

24                      Power of Attorney (contained on signature page)
</TABLE>




                                    - 8 -
[{"type": "S-8", "sequence": "1", "description": "WABASH NATIONAL FORM S-8.", "secsgml_size_bytes": 20914}]
{"company-data": {"conformed-name": "WABASH NATIONAL CORP /DE", "cik": "0000879526", "assigned-sic": "3715", "irs-number": "521375208", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29309", "film-number": "97624737"}, "business-address": {"street1": "1000 SAGAMORE PKWY S", "street2": "P O BOX 6129", "city": "LAFAYETTE", "state": "IN", "zip": "47905", "phone": "7654481591"}}
1

     As filed with the Securities and Exchange Commission on June 16, 1997
                                               Registration No. 333-____________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                          WABASH NATIONAL CORPORATION
             (Exact name of Registrant as specified in its charter)
DELAWARE                                                                                    52-1375208
(State or other jurisdiction of                      1000 SAGAMORE PARKWAY SOUTH                   (I.R.S. Employer
incorporation or organization)                        LAFAYETTE, INDIANA  47905                 Identification Number)
                                         (Address of principal executive offices) (Zip code)
WABASH NATIONAL CORPORATION AMENDED 1992 STOCK OPTION PLAN
                  WABASH NATIONAL CORPORATION STOCK BONUS PLAN
                            (Full title of the plan)

                               DONALD J. EHRLICH
          CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN OF THE BOARD
                          WABASH NATIONAL CORPORATION
                          1000 SAGAMORE PARKWAY SOUTH
                           LAFAYETTE, INDIANA  47905
                    (Name and address of agent for service)

                                 (317) 448-1591
         (Telephone number, including area code, of agent for service)
         -------------------------------------------------------------
                                WITH A COPY TO:
                               MICHAEL J. SILVER
                             HOGAN & HARTSON L.L.P.
                            111 SOUTH CALVERT STREET
                           BALTIMORE, MARYLAND  21202
                                 (410) 659-2700
         -------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
===================================================================================================================================
  Title of securities        Amount to be        Proposed maximum                  Proposed maximum                Amount of
   to be registered          registered (1)      offering price per share (1)      aggregate offering          registration fee(1)
                                                                                   price (1)
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par        (a)   1,490,000         (a)    $21.5625                 (a)   $32,128,125          (a)   $    9736
value $.01 per share     (b)      10,000         (b)    $20.00                   (b)   $   200,000          (b)   $      61

                                                                                                                 Total Fee:  $9797
===================================================================================================================================
(1)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share,
     proposed maximum aggregate offering price and the amount of the
     registration fee are based on (a) the average of the bid and asked prices
     of $21.5625 per share of Wabash National Corporation Common Stock on the
     New York Stock Exchange on June 6, 1997 and (b) the price of $20.00 per
     share for 10,000 shares of Common Stock issued pursuant to the Wabash
     National Corporation Stock Bonus Plan.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                 Documents containing the information required to be provided
in this Part I will be separately sent or given to employees participating in
the Wabash National Corporation Amended 1992 Stock Option Plan and the Wabash
National Corporation Stock Bonus Plan (collectively, the "Plans"), as
contemplated by Rule 428(b)(1) under the Securities Act of 1933, as amended
(the "Securities Act").  In accordance with the instructions to Part I of Form
S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 Wabash National Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents:

                (a)  Annual report on Form 10-K for the year ended December
                     31, 1996, filed with the Commission on February 10,
                     1997;

                (b)  All reports filed with the Commission pursuant to
                     Section 13(a) or 15(d) of the Securities Exchange Act
                     of 1934, as amended (the "Exchange Act"), since
                     December 31, 1996; and

                (c)  The description of the Registrant's common stock
                     contained in the Registrant's Registration Statement on
                     Form 8-A filed with the Commission on October 14, 1991,
                     as amended November 5, 1991, registering shares of
                     Common Stock pursuant to Section 12(g) of the Exchange
                     Act.

                 In addition, all documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14, or 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 remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part of hereof from the date of the filing of such
documents.

                 Any statement contained in a document incorporated or deemed
to be incorporated by reference shall be deemed to be modified or superseded to
the extent that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement.  The documents required to be so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

                 To the extent that any proxy statement is incorporated by
reference herein, such incorporation shall not include any information
contained in such proxy statement which is not, pursuant to the Commission's
rules, deemed to be "filed" with the Commission or subject to the liabilities
of Section 18 of the Exchange Act.

                                    - 2 -
3
ITEM 4.          DESCRIPTION OF SECURITIES.

                 A description of the Registrant's common stock, par value 
$.01 per share, is incorporated by reference under Item 3.

ITEM 5.          INTERESTS OF NAMED EXPERTS OR COUNSEL.

                 Not applicable.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 145 of the Delaware General Corporation Law, the Registrant has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act. 
The Registrant's Certificate of Incorporation provides that the Registrant will
indemnify its directors and officers to the full extent permitted by law.  The
Registrant believes that indemnification under its Certificate of Incorporation
covers at least negligence and gross negligence by directors and officers, and
requires the Registrant to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
director or officer to repay such advances if it is ultimately
determined that the director or officer is not entitled to indemnification.

                 The Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Registrant
and its stockholders.   This provision in the Certificate of Incorporation does
not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law.  In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law.  The
provisions also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

                      *        *       *        *       *

                 Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, 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 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 the
expenses incurred or paid by a trustee, officer or controlling person of the
Registrant of the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

                                    - 3 -
4
ITEM 8.  EXHIBITS.
Exhibit
Number                                     Description
------                                     -----------
4.4                     Wabash National Corporation Amended 1992 Stock Option Plan

4.5                     Wabash National Corporation Stock Bonus Plan

5                       Opinion of Hogan & Hartson L.L.P. regarding the Legality of the shares of Common Stock being Registered

15                      Letter regarding unaudited interim financial information

23.1                    Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5)

23.2                    Consent of Arthur Andersen LLP

24                      Power of Attorney (contained on signature page)
- 4 -
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;

                    (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the Registration Statement;

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

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed 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 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 Securities
                 Act, each filing of the Registrant's annual report pursuant to
                 Section 13(a) or Section 15(d) of the Exchange Act that is
                 incorporated by reference in this Registration Statement shall
                 be deemed to be a new Registration Statement relating to the
                 securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

         (c)     The undertaking concerning indemnification is set forth under
                 the response to Item 6.

                                    - 5 -
6
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, Indiana, on June 13, 1997.

                                Wabash National Corporation

                                By:    /s/ DONALD J. EHRLICH
                                       --------------------------------------
                                       Donald J. Ehrlich 
                                       Chief Executive Officer, President and
                                       Chairman of the Board

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

                 We, the undersigned officers and directors of Wabash National
Corporation, hereby severally and individually constitute and appoint Donald J.
Ehrlich, Mark R. Holden and Michael J. Silver, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8, and all instruments
necessary or advisable in connection therewith and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
power to act with or without the other and to have full power and authority to
do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to
all intents and purposes as any of the undersigned might or could do in person,
and we hereby ratify and confirm our signatures as they may be signed by our
said attorneys and agents and each of them to any and all such amendment and
amendments.
DATE                                  SIGNATURE AND TITLE
----                                  -------------------
June 13, 1997                        /s/ DONALD J. EHRLICH                         
                                      -------------------------------------------
                                          Donald J. Ehrlich
                                          Chief Executive Officer, President, and
                                          Chairman of the Board
                                          (Principal Executive Officer)
                                       
                                       
June 13, 1997                        /s/ MARK R. HOLDEN                            
                                      -------------------------------------------------
                                          Mark R. Holden
                                          Vice President-Chief Financial Officer and
                                          Director (Principal Financial Officer and
                                          Principal Accounting Officer)
- 6 -
7
Board of Directors:

June 13, 1997                               By:  /s/ RICHARD E. DESSIMOZ                    
                                                 ---------------------------------------------
                                                 Richard E. Dessimoz
                                                 Vice President-Chief Executive Officer-
                                                 Wabash National Finance Corporation and 
                                                 Director

June 13, 1997                               By:  /s/ JOHN T. HACKETT                        
                                                 ---------------------------------------------
                                                 John T. Hackett
                                                 Director

June 13, 1997                               By:  /s/ LUDVIK F. KOCI                         
                                                 ---------------------------------------------
                                                 Ludvik F. Koci
                                                 Director
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                                 EXHIBIT INDEX
Exhibit
Number                                     Description
------                                     -----------
4.4                     Wabash National Corporation Amended 1992 Stock Option Plan

4.5                     Wabash National Corporation Stock Bonus Plan

5                       Opinion of Hogan & Hartson L.L.P. regarding the Legality of the 
                        shares of Common Stock being Registered

15                      Letter regarding Unaudited Interim Financial Information

23.1                    Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5)

23.2                    Consent of Arthur Andersen LLP

24                      Power of Attorney (contained on signature page)
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