<PAGE>   1
         As filed with the Securities and Exchange Commission on May ___, 1998.
                                                   Registration No. ___________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            NOBLE INTERNATIONAL, LTD.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Michigan                                       38-3139487
---------------------------------             ---------------------------------
  (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

      Bloomfield Hills Parkway, Suite 155, Bloomfield Hills, Michigan 48304
      ---------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                NOBLE INTERNATIONAL, LTD. 1997 STOCK OPTION PLAN
                ------------------------------------------------
                            (Full title of the plan)

                              Michael C. Azar, Esq.
                     33 Bloomfield Hills Parkway, Suite 155
                        Bloomfield Hills, Michigan 48304
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (248) 433-3093
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
=====================================================================================================
                                         Proposed            Proposed
Title of                                 maximum             maximum
securities to be      Amount to be       offering price      aggregate offering      Amount of
registered            registered         per unit            price                   registration fee
-----------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                 <C>                     <C>
Common Stock,         700,000 shs.         $11.22(1)           $7,854,000(1)            $2,380
no par value
=====================================================================================================
</TABLE>

(1)     Based upon the average of the high and low prices for the registrant's
        common stock reported on the American Stock Exchange on May 21, 1998 for
        purposes of computing the registration fee on 700,000 shares not yet
        granted in accordance with Rules 457(c) and 457(h) under the Securities
        Act of 1933, as amended.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
------------------------------------------------

Noble International, Ltd. (the "Company") incorporates by reference into this
Registration Statement:

        1.     The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1997.

        2.     The Company's Quarterly Report on Form 10-Q for the three month
               period ended March 31, 1998.

        3.     The Company's Current Report on Form 8-K filed January 6, 1998.

        4.     The description of the Company's Common Stock, no par value,
               contained in the Company's Registration Statement on Form 8-A
               filed under the Securities Exchange Act of 1934, as amended,
               including all amendments and reports filed for the purpose of
               updating such description prior to the termination of the
               offering of the Common Stock offered hereby.

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

        Any statement contained in a document incorporated by reference herein
as set forth above 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 incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4. Description of Securities.
----------------------------------

        Inapplicable.

Item 5. Interests of Named Experts and Counsel.
-----------------------------------------------

        Inapplicable.


                                      II-1

<PAGE>   3

Item 6. Indemnification of Directors and Officers.
--------------------------------------------------

        Michigan Statutes
        -----------------

        Sections 561 to 571 of the Michigan Business Corporation Act set forth
the conditions and limitations governing the indemnification of officers,
directors and other persons as follows:

        Section 561. Indemnification for Expenses, Judgments, Fines and
Settlements; Plea of Nolo Contendere, Effect. A corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal. administrative or investigative and whether formal or informal,
other than an action by or in the right of the corporation, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses, including attorneys' fees,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his or her conduct was unlawful.

        Section 562. Indemnification for Expense Incurred for Defense or
Settlement of Litigation; Negligence or Misconduct; Extent of Indemnification. A
corporation has the power to indemnify a person who was or is a party or is
threatened to be made a party to a threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses, including attorneys' fees, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the action or suit, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders. Indemnification shall not be
made for a claim, issue, or matter in which the person has been found liable to
the corporation except to the extent authorized in section 564c.

        Section 563. Success in Defense of Litigation. To the extent that a
director, officer, employee, or agent of a corporation has been successful on
the merits or otherwise in defense of an action, suit, or proceeding referred to
in Section 561 or 562, or in defense of a claim, issue, or matter in the action,
suit, or proceeding, he or she shall be indemnified against actual and
reasonable expenses, including attorneys' fees, incurred by him or her in
connection with

                                      II-2

<PAGE>   4

the action, suit, or proceeding and an action, suit, or proceeding brought to
enforce the mandatory indemnification provided in this subsection.

        Section 564a. Determining Permissibility of Indemnification and
Reasonableness of Expenses. (1) An indemnification under section 561 or 562,
unless ordered by the court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in sections 561 and 562 and
upon an evaluation of the reasonableness of expenses and amounts paid in
settlement. This determination and evaluation shall be made in any of the
following ways:

                (a) By a majority vote of a quorum of the board consisting of
directors who are not parties or threatened to be made parties to the action,
suit, or proceeding.

                (b) If a quorum cannot be obtained under subdivision (a), by
majority vote of a committee duly designated by the board and consisting solely
of 2 or more directors not at the time parties or threatened to be made parties
to the action, suit, or proceeding.

                (c) By independent legal counsel in a written opinion, which
counsel shall be selected in 1 of the following ways:

                        (i) By the board or its committee in the manner
prescribed in subdivision (a) or (b).

                        (ii) If a quorum of the board cannot be obtained under
subdivision (a) and a committee cannot be designated under subdivision (b), by
the board.

                (d) By all independent directors who are not parties or
threatened to be made parties to the action, suit, or proceeding.

                (e) By the shareholders, but shares held by directors, officers,
employees, or agents who are parties or threatened to be made parties to the
action, suit, or proceeding may not be voted.

        (2) In the designation of a committee under subsection (1)(b) or in the
selection of independent legal counsel under subsection (1)(c)(ii), all
directors may participate.

        (3) If a person is entitled to indemnification under section 561 or 562
for a portion of expenses, including reasonable attorneys' fees, judgments,
penalties, fines, or amounts paid in settlement, but not for the total amount,
the corporation may indemnify the person for the portion of the expenses,
judgments, penalties, fines or amounts paid in settlement for which the person
is entitled to be indemnified.

        Section 564b. Advancement of Reasonable Expenses Prior to Final
Disposition; Conditions. (1) A corporation may pay or reimburse the reasonable
expenses incurred by a director, officer, employee, or agent who is a party or
threatened to be made a party to an

                                      II-3

<PAGE>   5

action, suit, or proceeding in advance of final disposition of the proceeding if
all of the following apply:

                (a) The person furnishes the corporation a written affirmation
of his or her good faith belief that he or she has met the applicable standard
of conduct set forth in sections 561 and 562.

                (b) The person furnishes the corporation a written undertaking,
executed personally or on his or her behalf, to repay the advance if it is
ultimately determined that he or she did not meet the standard of conduct.

                (c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this act.

        (2) The undertaking required by subsection (1)(b) must be an unlimited
general obligation of the person but need not be secured.

        (3) Determinations and evaluations under this section shall be made in
the manner specified in section 564a.

        Section 564c. Application to Court for Indemnification. A director,
officer, employee, or agent of the corporation who is a party or threatened to
be made a party to an action, suit, or proceeding may apply for indemnification
to the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court after giving any notice it
considers necessary may order indemnification if it determines that the person
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he or she met the applicable standard of conduct
set forth in sections 561 and 562 or was adjudged liable as described in section
562, but if he or she was adjudged liable, his or her indemnification is limited
to reasonable expenses incurred.

        Section 565. Nonexclusivity of Statute; Rights of Other Persons;
Continuation of Rights. (1) The indemnification or advancement of expenses
provided under sections 561 to 564c is not exclusive of other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation, bylaws, or a contractual agreement. The total
amount of expenses advanced or indemnified from all sources combined shall not
exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.

        (2) The indemnification provided for in sections 561 to 565 continues as
to a person who ceases to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, personal representatives, and administrators
of the person.

        Section 567. Insurance Against Liability. A corporation shall have power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against any liability asserted against him or her and incurred
by him

                                      II-4

<PAGE>   6

or her in any such capacity or arising out of his or her status as such, whether
or not the corporation would have power to indemnify him or her against
liability under sections 561 to 565.

        Section 569. Corporation; Construction of References to. For purposes of
sections 561 to 567, "corporation" include all constituent corporations absorbed
in a consolidation or merger and the resulting or surviving corporation, so that
a person who is or was a director, officer, partner, trustee, employee, or agent
of such constituent corporation or is or was serving at the request of the
constituent corporation as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust, or other
enterprise whether for profit or not shall stand in the same position under the
provisions of this section with respect to the resulting or surviving
corporation as the person would if he or she had served the resulting or
surviving corporation in the same capacity.

        Section 571. Definitions. For the purposes of sections 561 to 567:

        (a) "Fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan.

        (b) "Other enterprises" shall include employee benefit plans.

        (c) "Serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation which
imposes duties on, or involves services by, the director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or its
beneficiaries.

        (d) A person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be considered to have acted in a manner "not
opposed to the best interests of the corporation or its shareholders as referred
to in sections 561 and 562.

        Articles of Incorporation
        -------------------------

        Article VIII of the Company's Articles of Incorporation limits the
liability for breaches of fiduciary duty by directors to the fullest extent
provided by law as follows:

        A director of the corporation shall not be personally liable to the
        corporation or its shareholders for monetary damages for a breach of
        fiduciary duty as a director, except for liability: (a) for any breach
        of the director's duty of loyalty to the corporation or its
        shareholders; (b) for acts or omissions not in good faith or which
        involve intentional misconduct or a knowing violation of law; (c)
        resulting from a violation of Section 551(1) of the Michigan Business
        Corporation Act; or (d) for any transaction from which the director
        derived any improper personal benefit. In the event the Michigan
        Business Corporation Act is amended to authorize corporate action
        further eliminating or limited to the fullest extent permitted by the
        amended Michigan Business Corporation Act, as so amended. Any repeal,
        modification or adoption of any provision in these Articles of

                                      II-5

<PAGE>   7

        Incorporation inconsistent with this Article shall not adversely affect
        any right or protection of a director of the corporation existing at the
        time of such repeal, modification or adoption.

        Bylaws
        ------

        Article VII of the Company's Bylaws provides for indemnification of the
Company's directors, officers and agents to advance expenses for defense of
litigation and to purchase and maintain insurance on behalf of any director or
officer of the Company against any liability asserted against or incurred by
them in such capacity or arising out of their status as such whether or not the
Company would have power to indemnify such director or officer against any
liability under the provisions of such Articles or Michigan law and authorize
the Board to extend such indemnity to others as follows:

        7.1 Third Party Proceeding. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to a threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, other than an
action by or in the right of the Corporation, by reason of the fact that he or
she is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner, or trustee of
another foreign or domestic corporation, partnership, joint venture, trust, or
other enterprise, whether for profit or not, against expenses, including
attorneys' fees, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with the action,
suit, or proceeding. If the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and the person submits a written claim for
indemnification as hereinafter provided, and with respect to a criminal action
or proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful, and the person submits a written claim for indemnification
as hereinafter provided. The termination of an action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation or its shareholders,
or, with respect to a criminal action or proceeding, did not have reasonable
cause to believe that his or her conduct was unlawful. The right to
indemnification conferred in this Section shall be a contract right. The
Corporation may, by action of its Board of Directors, or by action of any person
to whom the Board of Directors has delegated such authority, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

        7.2 Derivative Shareholder Liability. The Corporation shall indemnify
any person who was or is a party to or is threatened to be made a party to a
threatened, pending, or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner, or trustee of
another foreign or domestic corporation, partnership, joint venture, trust, or
other enterprise, whether for profit or not, against expenses, including
attorneys' fees, and amounts paid in settlement actually and reasonably incurred
by the person in connection with the action or suit, if the person acted in

                                      II-6

<PAGE>   8

good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the Corporation or its shareholders, and the
person submits a written claim of indemnification as hereinafter provided.
However, indemnification shall not be made for a particular action, issue, or
matter in which the person has been found liable to the Corporation unless and
only to the extent that the court in which the action or suit was brought (or
another court of competent jurisdiction) has determined upon application that,
despite the adjudication of liability but in view of all the relevant
circumstances, the person is fairly and reasonably entitled to indemnification
for the reasonable expenses he or she incurred. The right to indemnification
conferred in this Section shall be a contract right. The Corporation may, by
action of its Board of Directors, or by action of any person to whom the Board
of Directors has delegated such authority, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

        7.3 Determination of Indemnification. Any indemnification under Section
7.1 or 7.2 of this Article, unless ordered by a court, shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 7.1 or 7.2 of this Article and upon an evaluation of the reasonableness
of expenses and amounts paid in settlement. This determination and evaluation
shall occur within 30 days after a written claim for indemnification has been
received by the Corporation, and shall be made in any of the following ways:

        (1) By a majority vote of a quorum of the board consisting of directors
who are not parties or threatened to be made parties to the action, suit or
proceeding;

        (2) If the quorum described in subparagraph (1) is not obtainable, then
by a majority of a committee duly designated by the board and consisting solely
of two or more directors not at the time parties or threatened to be made
parties to the action, suit, or proceeding;

        (3) By independent legal counsel in a written opinion, which counsel
shall be selected in one of the following ways:

                (A) By the board or its committee in the manner prescribed in
subparagraphs (1) and (2),

                (B) If a quorum of the board cannot be obtained under
subparagraph (1) and a committee cannot be designated under subparagraph (2), by
the board;

        (4) By all independent directors who are not parties or threatened to be
made parties to the action, suit, or proceeding; and

        (5) By the shareholders, but shares held by directors, officers,
employees, or agents who are parties or threatened to be made parties to the
action, suit, or proceeding may not be voted.

        In the designation of a committee under subparagraph (2) or in the
selection of independent legal counsel under subparagraph (3)(B), all directors
may participate.

                                      II-7

<PAGE>   9

        If a person is entitled to indemnification under Sections 7.1 or 7.2 of
this Article for a portion of expenses, including reasonable attorneys' fees,
judgments, penalties, fines, and amounts paid in settlement, but not for the
total amount thereof, the Corporation shall indemnify the person for the portion
of the expenses, judgments, penalties, fines, or amounts paid in settlement for
which the person is entitled to be indemnified.

        7.4 Payment of Defense Expenses in Advance. The Corporation shall pay or
reimburse the reasonable expenses incurred by a director or officer who is a
party or threatened to be made a party to an action, suit, or proceeding in
advance of final disposition of the proceeding if all of the following apply:

        (1) The person furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the applicable standard of conduct
set forth in Sections 7.1 and 7.2.

        (2) The person furnishes the Corporation a written undertaking, executed
personally or on his or her behalf to repay the advance if it is ultimately
determined that he or she did not meet the standard of conduct.

        (3) A determination is made that the facts then known to those making
the determination would not preclude indemnification under this section or the
Michigan Business Corporation Act.

        The undertaking shall be by unlimited general obligation of the person
on whose behalf advances are made but need not be secured. Determination of
payments under Section 7.4 shall be made in the manner described in Section
7.3(1)-(5).

        7.5 Right of Officer or Director to Bring Suit. If a claim for
indemnification under this Section is not paid in full by the Corporation within
forty-five (45) days after a written claim has been received by the Corporation,
the officer or director who submitted the claim (hereinafter the "indemnitee")
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in any such suit
or in a suit brought by the Corporation to recover advances, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
claim. In any action brought by the indemnitee to enforce a right under this
Section (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking, if any, has been tendered to the Corporation) it shall be
a defense that, and in any action brought by the Corporation to recover advances
the Corporation shall be entitled to recover such advances if, the indemnitee
has not met the applicable standard of conduct set forth in Section 7.1 or
Section 7.2. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the indemnitee is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 7.1 or 7.2, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its shareholders) that the indemnitee has not met such
applicable standard of conduct, shall be a defense to an action brought by the
indemnitee or create a presumption that the indemnitee has not met the
applicable standard of conduct. In any

                                      II-8

<PAGE>   10

action brought by the indemnitee to enforce a right hereunder or by the
Corporation to recover payments by the Corporation of advances, the burden of
proof shall be on the Corporation.

        7.6 Other Indemnification. The indemnification or advancement of
expenses provided under Sections 7.1 through 7.5 is not exclusive to other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under the Corporation's Articles of Incorporation, bylaws, or a
contractual agreement. However, the total amount of expenses advanced or
indemnified from all sources combined shall not exceed the amount of actual
expenses incurred by the person seeking indemnification or advancement of
expenses. The indemnification provided for in Sections 7.1 through 7.5 continues
as to a person who ceases to be a director, officer, partner, or trustee and
shall inure to the benefit of the heirs, executors, and administrations of the
person.

        7.7 Liability Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the
Corporation would have power to indemnify him or her against liability under the
Michigan Business Corporation Act or this section.

        7.8 Definitions. For purposes of this section, "the Corporation"
includes all constituent corporations absorbed in a consolidation or merger and
the resulting or surviving corporation, so that a person who is or was a
director, officer, employee, or agent of the constituent corporation or is or
was serving at the request of the constituent corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise whether for
profit or not shall stand in the same position under the provisions of this
paragraph with respect to the resulting or surviving corporation as the person
would if he or she had served the resulting or surviving corporation in the same
capacity.

        7.9 Employee Benefit Plans. For purposes of this section, "other
enterprises" shall include employee benefit plans; "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
"serving at the request of the Corporation" shall include any service as a
director or officer of the Corporation which imposes duties on, or involves
services by, the director or officer with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be considered to have acted
in a manner "not opposed to the best interests of the Corporation or its
shareholders" as referred to in Sections 7.1 and 7.2.

        7.10 Severability. The invalidity or unenforceability of any provision
of this Article VII shall not effect the validity or enforceability of the
remaining provisions of this Article VII.

Item 7. Exemption from Registration Claimed.
--------------------------------------------


                                      II-9

<PAGE>   11

        Inapplicable.

Item 8. Exhibits.
-----------------

Exhibit Number                      Description
--------------                      -----------
4.1                Noble International, Ltd. 1997 Stock Option Plan.

5.1                Opinion and Consent of Oppenheimer Wolff & Donnelly LLP.

23.1               Consent of Oppenheimer Wolff & Donnelly LLP (included in 
                   Exhibit 5.1).

23.2               Consent of Grant Thornton LLP.

24.1               Power of Attorney (included on the signature page).






                                      II-10

<PAGE>   12

Item 9. Undertakings.
---------------------

        A. The undersigned registrant hereby undertakes to file during any
period in which offers or sales of the securities are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

        B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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.

        C. The undersigned registrant hereby undertakes 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.

        D. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.

        E. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.


                                      II-11

<PAGE>   13
                                   SIGNATURES
                                   ----------

The Registrant
--------------

        Pursuant to the requirements of the Securities Act of 1933, 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 Bloomfield Hills, State of Michigan, on May 26, 1998.

                                         NOBLE INTERNATIONAL, LTD.,
                                         a Michigan corporation


                                         By:    /s/ ROBERT J. SKANDALARIS
                                             ----------------------------------
                                                Robert J. Skandalaris,
                                                Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Robert J. Skandalaris and Michael C. Azar, or
either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post effective amendments, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorneys-in-fact and agents, or any one
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
conforming all that such attorneys-in-fact and agents or any one of them, or
their or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

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

<TABLE>
<CAPTION>
       Signature                     Title                              Date
       ---------                     -----                              ----
<S>                                 <C>                                <C>

/s/ ROBERT J. SKANDALARIS            Chief Executive Officer            May 26, 1998
------------------------------       Officer and Director (Principal
Robert J. Skandalaris                Executive Officer)
                                     
</TABLE>

                                      II-12

<PAGE>   14
<TABLE>
<CAPTION>

<S>                                <C>                               <C>
/s/ RICHARD V. BALGENORTH            Chief Financial Officer and        May 26, 1998
------------------------------       Executive Vice President-       
Richard V. Balgenorth                Corporate Development
                                     (Principal Financial and
                                     Accounting Officer)

/s/ CHRISTOPHER L. MORIN             Chief Operating Officer            May 26, 1998
------------------------------       and Director
Christopher L. Morin                 



                                     Chairman of the Board              May __, 1998
------------------------------       of Directors
James Bronce Henderson, III          



/s/ RICHARD J. REASON                Director                           May 26, 1998
------------------------------
Richard J. Reason



/s/ TIMOTHY F. HEALY                 Director                           May 26, 1998
------------------------------
Timothy F. Healy



/s/ DANIEL J. MCENROE                Director                           May 26, 1998
------------------------------
Daniel J. McEnroe



                                     Director                           May __, 1998
------------------------------
Anthony R. Tersigni
</TABLE>

                                      II-13

<PAGE>   15

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

Exhibit
Number             Description
-------            -----------
4.1                Noble International, Ltd. 1997 Stock Option Plan.

5.1                Opinion and Consent of Oppenheimer Wolff & Donnelly LLP.

23.1               Consent of Oppenheimer Wolff & Donnelly LLP (included in 
                   Exhibit 5.1).

23.2               Consent of Grant Thornton LLP.

24.1               Power of Attorney (included on the signature page).







                                     II-14
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 41141}]
{"company-data": {"conformed-name": "NOBLE INTERNATIONAL LTD", "cik": "0001034258", "assigned-sic": "3714", "irs-number": "383139487", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53621", "film-number": "98631684"}, "business-address": {"street1": "33 BLOOMFIELD HILLS PKWY STE 155", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "483040", "phone": "8104333093"}, "mail-address": {"street1": "33 BLOOMFIELD HILLS PARKWAY SUITE 155", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48304"}}
1
         As filed with the Securities and Exchange Commission on May ___, 1998.
                                                   Registration No. ___________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            NOBLE INTERNATIONAL, LTD.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Michigan                                       38-3139487
---------------------------------             ---------------------------------
  (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

      Bloomfield Hills Parkway, Suite 155, Bloomfield Hills, Michigan 48304
      ---------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                NOBLE INTERNATIONAL, LTD. 1997 STOCK OPTION PLAN
                ------------------------------------------------
                            (Full title of the plan)

                              Michael C. Azar, Esq.
                     33 Bloomfield Hills Parkway, Suite 155
                        Bloomfield Hills, Michigan 48304
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (248) 433-3093
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
=====================================================================================================
                                         Proposed            Proposed
Title of                                 maximum             maximum
securities to be      Amount to be       offering price      aggregate offering      Amount of
registered            registered         per unit            price                   registration fee
-----------------------------------------------------------------------------------------------------
Common Stock,         700,000 shs.         $11.22(1)           $7,854,000(1)            $2,380
no par value
=====================================================================================================
(1)     Based upon the average of the high and low prices for the registrant's
        common stock reported on the American Stock Exchange on May 21, 1998 for
        purposes of computing the registration fee on 700,000 shares not yet
        granted in accordance with Rules 457(c) and 457(h) under the Securities
        Act of 1933, as amended.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
------------------------------------------------

Noble International, Ltd. (the "Company") incorporates by reference into this
Registration Statement:

        1.     The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1997.

        2.     The Company's Quarterly Report on Form 10-Q for the three month
               period ended March 31, 1998.

        3.     The Company's Current Report on Form 8-K filed January 6, 1998.

        4.     The description of the Company's Common Stock, no par value,
               contained in the Company's Registration Statement on Form 8-A
               filed under the Securities Exchange Act of 1934, as amended,
               including all amendments and reports filed for the purpose of
               updating such description prior to the termination of the
               offering of the Common Stock offered hereby.

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

        Any statement contained in a document incorporated by reference herein
as set forth above 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 incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4. Description of Securities.
----------------------------------

        Inapplicable.

Item 5. Interests of Named Experts and Counsel.
-----------------------------------------------

        Inapplicable.

                                      II-1
3

Item 6. Indemnification of Directors and Officers.
--------------------------------------------------

        Michigan Statutes
        -----------------

        Sections 561 to 571 of the Michigan Business Corporation Act set forth
the conditions and limitations governing the indemnification of officers,
directors and other persons as follows:

        Section 561. Indemnification for Expenses, Judgments, Fines and
Settlements; Plea of Nolo Contendere, Effect. A corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal. administrative or investigative and whether formal or informal,
other than an action by or in the right of the corporation, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses, including attorneys' fees,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his or her conduct was unlawful.

        Section 562. Indemnification for Expense Incurred for Defense or
Settlement of Litigation; Negligence or Misconduct; Extent of Indemnification. A
corporation has the power to indemnify a person who was or is a party or is
threatened to be made a party to a threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses, including attorneys' fees, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the action or suit, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders. Indemnification shall not be
made for a claim, issue, or matter in which the person has been found liable to
the corporation except to the extent authorized in section 564c.

        Section 563. Success in Defense of Litigation. To the extent that a
director, officer, employee, or agent of a corporation has been successful on
the merits or otherwise in defense of an action, suit, or proceeding referred to
in Section 561 or 562, or in defense of a claim, issue, or matter in the action,
suit, or proceeding, he or she shall be indemnified against actual and
reasonable expenses, including attorneys' fees, incurred by him or her in
connection with

                                      II-2
4

the action, suit, or proceeding and an action, suit, or proceeding brought to
enforce the mandatory indemnification provided in this subsection.

        Section 564a. Determining Permissibility of Indemnification and
Reasonableness of Expenses. (1) An indemnification under section 561 or 562,
unless ordered by the court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in sections 561 and 562 and
upon an evaluation of the reasonableness of expenses and amounts paid in
settlement. This determination and evaluation shall be made in any of the
following ways:

                (a) By a majority vote of a quorum of the board consisting of
directors who are not parties or threatened to be made parties to the action,
suit, or proceeding.

                (b) If a quorum cannot be obtained under subdivision (a), by
majority vote of a committee duly designated by the board and consisting solely
of 2 or more directors not at the time parties or threatened to be made parties
to the action, suit, or proceeding.

                (c) By independent legal counsel in a written opinion, which
counsel shall be selected in 1 of the following ways:

                        (i) By the board or its committee in the manner
prescribed in subdivision (a) or (b).

                        (ii) If a quorum of the board cannot be obtained under
subdivision (a) and a committee cannot be designated under subdivision (b), by
the board.

                (d) By all independent directors who are not parties or
threatened to be made parties to the action, suit, or proceeding.

                (e) By the shareholders, but shares held by directors, officers,
employees, or agents who are parties or threatened to be made parties to the
action, suit, or proceeding may not be voted.

        (2) In the designation of a committee under subsection (1)(b) or in the
selection of independent legal counsel under subsection (1)(c)(ii), all
directors may participate.

        (3) If a person is entitled to indemnification under section 561 or 562
for a portion of expenses, including reasonable attorneys' fees, judgments,
penalties, fines, or amounts paid in settlement, but not for the total amount,
the corporation may indemnify the person for the portion of the expenses,
judgments, penalties, fines or amounts paid in settlement for which the person
is entitled to be indemnified.

        Section 564b. Advancement of Reasonable Expenses Prior to Final
Disposition; Conditions. (1) A corporation may pay or reimburse the reasonable
expenses incurred by a director, officer, employee, or agent who is a party or
threatened to be made a party to an

                                      II-3
5

action, suit, or proceeding in advance of final disposition of the proceeding if
all of the following apply:

                (a) The person furnishes the corporation a written affirmation
of his or her good faith belief that he or she has met the applicable standard
of conduct set forth in sections 561 and 562.

                (b) The person furnishes the corporation a written undertaking,
executed personally or on his or her behalf, to repay the advance if it is
ultimately determined that he or she did not meet the standard of conduct.

                (c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this act.

        (2) The undertaking required by subsection (1)(b) must be an unlimited
general obligation of the person but need not be secured.

        (3) Determinations and evaluations under this section shall be made in
the manner specified in section 564a.

        Section 564c. Application to Court for Indemnification. A director,
officer, employee, or agent of the corporation who is a party or threatened to
be made a party to an action, suit, or proceeding may apply for indemnification
to the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court after giving any notice it
considers necessary may order indemnification if it determines that the person
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he or she met the applicable standard of conduct
set forth in sections 561 and 562 or was adjudged liable as described in section
562, but if he or she was adjudged liable, his or her indemnification is limited
to reasonable expenses incurred.

        Section 565. Nonexclusivity of Statute; Rights of Other Persons;
Continuation of Rights. (1) The indemnification or advancement of expenses
provided under sections 561 to 564c is not exclusive of other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation, bylaws, or a contractual agreement. The total
amount of expenses advanced or indemnified from all sources combined shall not
exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.

        (2) The indemnification provided for in sections 561 to 565 continues as
to a person who ceases to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, personal representatives, and administrators
of the person.

        Section 567. Insurance Against Liability. A corporation shall have power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against any liability asserted against him or her and incurred
by him

                                      II-4
6

or her in any such capacity or arising out of his or her status as such, whether
or not the corporation would have power to indemnify him or her against
liability under sections 561 to 565.

        Section 569. Corporation; Construction of References to. For purposes of
sections 561 to 567, "corporation" include all constituent corporations absorbed
in a consolidation or merger and the resulting or surviving corporation, so that
a person who is or was a director, officer, partner, trustee, employee, or agent
of such constituent corporation or is or was serving at the request of the
constituent corporation as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust, or other
enterprise whether for profit or not shall stand in the same position under the
provisions of this section with respect to the resulting or surviving
corporation as the person would if he or she had served the resulting or
surviving corporation in the same capacity.

        Section 571. Definitions. For the purposes of sections 561 to 567:

        (a) "Fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan.

        (b) "Other enterprises" shall include employee benefit plans.

        (c) "Serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation which
imposes duties on, or involves services by, the director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or its
beneficiaries.

        (d) A person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be considered to have acted in a manner "not
opposed to the best interests of the corporation or its shareholders as referred
to in sections 561 and 562.

        Articles of Incorporation
        -------------------------

        Article VIII of the Company's Articles of Incorporation limits the
liability for breaches of fiduciary duty by directors to the fullest extent
provided by law as follows:

        A director of the corporation shall not be personally liable to the
        corporation or its shareholders for monetary damages for a breach of
        fiduciary duty as a director, except for liability: (a) for any breach
        of the director's duty of loyalty to the corporation or its
        shareholders; (b) for acts or omissions not in good faith or which
        involve intentional misconduct or a knowing violation of law; (c)
        resulting from a violation of Section 551(1) of the Michigan Business
        Corporation Act; or (d) for any transaction from which the director
        derived any improper personal benefit. In the event the Michigan
        Business Corporation Act is amended to authorize corporate action
        further eliminating or limited to the fullest extent permitted by the
        amended Michigan Business Corporation Act, as so amended. Any repeal,
        modification or adoption of any provision in these Articles of

                                      II-5
7

        Incorporation inconsistent with this Article shall not adversely affect
        any right or protection of a director of the corporation existing at the
        time of such repeal, modification or adoption.

        Bylaws
        ------

        Article VII of the Company's Bylaws provides for indemnification of the
Company's directors, officers and agents to advance expenses for defense of
litigation and to purchase and maintain insurance on behalf of any director or
officer of the Company against any liability asserted against or incurred by
them in such capacity or arising out of their status as such whether or not the
Company would have power to indemnify such director or officer against any
liability under the provisions of such Articles or Michigan law and authorize
the Board to extend such indemnity to others as follows:

        7.1 Third Party Proceeding. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to a threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, other than an
action by or in the right of the Corporation, by reason of the fact that he or
she is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner, or trustee of
another foreign or domestic corporation, partnership, joint venture, trust, or
other enterprise, whether for profit or not, against expenses, including
attorneys' fees, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with the action,
suit, or proceeding. If the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and the person submits a written claim for
indemnification as hereinafter provided, and with respect to a criminal action
or proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful, and the person submits a written claim for indemnification
as hereinafter provided. The termination of an action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation or its shareholders,
or, with respect to a criminal action or proceeding, did not have reasonable
cause to believe that his or her conduct was unlawful. The right to
indemnification conferred in this Section shall be a contract right. The
Corporation may, by action of its Board of Directors, or by action of any person
to whom the Board of Directors has delegated such authority, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

        7.2 Derivative Shareholder Liability. The Corporation shall indemnify
any person who was or is a party to or is threatened to be made a party to a
threatened, pending, or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner, or trustee of
another foreign or domestic corporation, partnership, joint venture, trust, or
other enterprise, whether for profit or not, against expenses, including
attorneys' fees, and amounts paid in settlement actually and reasonably incurred
by the person in connection with the action or suit, if the person acted in

                                      II-6
8

good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the Corporation or its shareholders, and the
person submits a written claim of indemnification as hereinafter provided.
However, indemnification shall not be made for a particular action, issue, or
matter in which the person has been found liable to the Corporation unless and
only to the extent that the court in which the action or suit was brought (or
another court of competent jurisdiction) has determined upon application that,
despite the adjudication of liability but in view of all the relevant
circumstances, the person is fairly and reasonably entitled to indemnification
for the reasonable expenses he or she incurred. The right to indemnification
conferred in this Section shall be a contract right. The Corporation may, by
action of its Board of Directors, or by action of any person to whom the Board
of Directors has delegated such authority, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

        7.3 Determination of Indemnification. Any indemnification under Section
7.1 or 7.2 of this Article, unless ordered by a court, shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 7.1 or 7.2 of this Article and upon an evaluation of the reasonableness
of expenses and amounts paid in settlement. This determination and evaluation
shall occur within 30 days after a written claim for indemnification has been
received by the Corporation, and shall be made in any of the following ways:

        (1) By a majority vote of a quorum of the board consisting of directors
who are not parties or threatened to be made parties to the action, suit or
proceeding;

        (2) If the quorum described in subparagraph (1) is not obtainable, then
by a majority of a committee duly designated by the board and consisting solely
of two or more directors not at the time parties or threatened to be made
parties to the action, suit, or proceeding;

        (3) By independent legal counsel in a written opinion, which counsel
shall be selected in one of the following ways:

                (A) By the board or its committee in the manner prescribed in
subparagraphs (1) and (2),

                (B) If a quorum of the board cannot be obtained under
subparagraph (1) and a committee cannot be designated under subparagraph (2), by
the board;

        (4) By all independent directors who are not parties or threatened to be
made parties to the action, suit, or proceeding; and

        (5) By the shareholders, but shares held by directors, officers,
employees, or agents who are parties or threatened to be made parties to the
action, suit, or proceeding may not be voted.

        In the designation of a committee under subparagraph (2) or in the
selection of independent legal counsel under subparagraph (3)(B), all directors
may participate.

                                      II-7
9

        If a person is entitled to indemnification under Sections 7.1 or 7.2 of
this Article for a portion of expenses, including reasonable attorneys' fees,
judgments, penalties, fines, and amounts paid in settlement, but not for the
total amount thereof, the Corporation shall indemnify the person for the portion
of the expenses, judgments, penalties, fines, or amounts paid in settlement for
which the person is entitled to be indemnified.

        7.4 Payment of Defense Expenses in Advance. The Corporation shall pay or
reimburse the reasonable expenses incurred by a director or officer who is a
party or threatened to be made a party to an action, suit, or proceeding in
advance of final disposition of the proceeding if all of the following apply:

        (1) The person furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the applicable standard of conduct
set forth in Sections 7.1 and 7.2.

        (2) The person furnishes the Corporation a written undertaking, executed
personally or on his or her behalf to repay the advance if it is ultimately
determined that he or she did not meet the standard of conduct.

        (3) A determination is made that the facts then known to those making
the determination would not preclude indemnification under this section or the
Michigan Business Corporation Act.

        The undertaking shall be by unlimited general obligation of the person
on whose behalf advances are made but need not be secured. Determination of
payments under Section 7.4 shall be made in the manner described in Section
7.3(1)-(5).

        7.5 Right of Officer or Director to Bring Suit. If a claim for
indemnification under this Section is not paid in full by the Corporation within
forty-five (45) days after a written claim has been received by the Corporation,
the officer or director who submitted the claim (hereinafter the "indemnitee")
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in any such suit
or in a suit brought by the Corporation to recover advances, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
claim. In any action brought by the indemnitee to enforce a right under this
Section (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking, if any, has been tendered to the Corporation) it shall be
a defense that, and in any action brought by the Corporation to recover advances
the Corporation shall be entitled to recover such advances if, the indemnitee
has not met the applicable standard of conduct set forth in Section 7.1 or
Section 7.2. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the indemnitee is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 7.1 or 7.2, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its shareholders) that the indemnitee has not met such
applicable standard of conduct, shall be a defense to an action brought by the
indemnitee or create a presumption that the indemnitee has not met the
applicable standard of conduct. In any

                                      II-8
10

action brought by the indemnitee to enforce a right hereunder or by the
Corporation to recover payments by the Corporation of advances, the burden of
proof shall be on the Corporation.

        7.6 Other Indemnification. The indemnification or advancement of
expenses provided under Sections 7.1 through 7.5 is not exclusive to other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under the Corporation's Articles of Incorporation, bylaws, or a
contractual agreement. However, the total amount of expenses advanced or
indemnified from all sources combined shall not exceed the amount of actual
expenses incurred by the person seeking indemnification or advancement of
expenses. The indemnification provided for in Sections 7.1 through 7.5 continues
as to a person who ceases to be a director, officer, partner, or trustee and
shall inure to the benefit of the heirs, executors, and administrations of the
person.

        7.7 Liability Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the
Corporation would have power to indemnify him or her against liability under the
Michigan Business Corporation Act or this section.

        7.8 Definitions. For purposes of this section, "the Corporation"
includes all constituent corporations absorbed in a consolidation or merger and
the resulting or surviving corporation, so that a person who is or was a
director, officer, employee, or agent of the constituent corporation or is or
was serving at the request of the constituent corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise whether for
profit or not shall stand in the same position under the provisions of this
paragraph with respect to the resulting or surviving corporation as the person
would if he or she had served the resulting or surviving corporation in the same
capacity.

        7.9 Employee Benefit Plans. For purposes of this section, "other
enterprises" shall include employee benefit plans; "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
"serving at the request of the Corporation" shall include any service as a
director or officer of the Corporation which imposes duties on, or involves
services by, the director or officer with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be considered to have acted
in a manner "not opposed to the best interests of the Corporation or its
shareholders" as referred to in Sections 7.1 and 7.2.

        7.10 Severability. The invalidity or unenforceability of any provision
of this Article VII shall not effect the validity or enforceability of the
remaining provisions of this Article VII.

Item 7. Exemption from Registration Claimed.
--------------------------------------------

                                      II-9
11

        Inapplicable.

Item 8. Exhibits.
-----------------

Exhibit Number                      Description
--------------                      -----------
4.1                Noble International, Ltd. 1997 Stock Option Plan.

5.1                Opinion and Consent of Oppenheimer Wolff & Donnelly LLP.

23.1               Consent of Oppenheimer Wolff & Donnelly LLP (included in 
                   Exhibit 5.1).

23.2               Consent of Grant Thornton LLP.

24.1               Power of Attorney (included on the signature page).

                                      II-10
12

Item 9. Undertakings.
---------------------

        A. The undersigned registrant hereby undertakes to file during any
period in which offers or sales of the securities are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

        B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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.

        C. The undersigned registrant hereby undertakes 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.

        D. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.

        E. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.

                                      II-11
13
                                   SIGNATURES
                                   ----------

The Registrant
--------------

        Pursuant to the requirements of the Securities Act of 1933, 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 Bloomfield Hills, State of Michigan, on May 26, 1998.

                                         NOBLE INTERNATIONAL, LTD.,
                                         a Michigan corporation

                                         By:    /s/ ROBERT J. SKANDALARIS
                                             ----------------------------------
                                                Robert J. Skandalaris,
                                                Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Robert J. Skandalaris and Michael C. Azar, or
either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post effective amendments, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorneys-in-fact and agents, or any one
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
conforming all that such attorneys-in-fact and agents or any one of them, or
their or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                     Title                              Date
       ---------                     -----                              ----
/s/ ROBERT J. SKANDALARIS            Chief Executive Officer            May 26, 1998
------------------------------       Officer and Director (Principal
Robert J. Skandalaris                Executive Officer)
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/s/ RICHARD V. BALGENORTH            Chief Financial Officer and        May 26, 1998
------------------------------       Executive Vice President-       
Richard V. Balgenorth                Corporate Development
                                     (Principal Financial and
                                     Accounting Officer)

/s/ CHRISTOPHER L. MORIN             Chief Operating Officer            May 26, 1998
------------------------------       and Director
Christopher L. Morin                 

                                     Chairman of the Board              May __, 1998
------------------------------       of Directors
James Bronce Henderson, III          

/s/ RICHARD J. REASON                Director                           May 26, 1998
------------------------------
Richard J. Reason

/s/ TIMOTHY F. HEALY                 Director                           May 26, 1998
------------------------------
Timothy F. Healy

/s/ DANIEL J. MCENROE                Director                           May 26, 1998
------------------------------
Daniel J. McEnroe

                                     Director                           May __, 1998
------------------------------
Anthony R. Tersigni
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                                 EXHIBIT INDEX
                                 -------------

Exhibit
Number             Description
-------            -----------
4.1                Noble International, Ltd. 1997 Stock Option Plan.

5.1                Opinion and Consent of Oppenheimer Wolff & Donnelly LLP.

23.1               Consent of Oppenheimer Wolff & Donnelly LLP (included in 
                   Exhibit 5.1).

23.2               Consent of Grant Thornton LLP.

24.1               Power of Attorney (included on the signature page).

                                     II-14