As filed with the Securities and Exchange Commission on December 2, 1998
                                            REGISTRATION  NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                         TRANSPORTATION COMPONENTS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                             76-0562800
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                                 THREE RIVERWAY
                                   SUITE 200
                              HOUSTON, TEXAS 77056
                                 (713) 332-2500

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                         TRANSPORTATION COMPONENTS, INC.
                         1998 LONG-TERM INCENTIVE PLAN;

                         TRANSPORTATION COMPONENTS, INC.
                    1998 NON-EMPLOYEE DIRECTORS' STOCK PLAN;
                                       AND
                  669,894 WARRANTS TO PURCHASE AN AGGREGATE OF
                         669,894 SHARES OF COMMON STOCK

                              (Full Title of Plans)

                                T. MICHAEL YOUNG
                             CHIEF EXECUTIVE OFFICER
                                 THREE RIVERWAY
                                    SUITE 200
                              HOUSTON, TEXAS 77056
                                 (713) 332-2500

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

                                 WITH COPIES TO:

            WILLIAM D. GUTERMUTH                   PAUL E. PRYZANT
         BRACEWELL & PATTERSON, L.L.P.       SENIOR VICE PRESIDENT, GENERAL
           SOUTH TOWER, PENNZOIL PLACE           COUNSEL AND SECRETARY
       711 LOUISIANA STREET, SUITE 2900        THREE RIVERWAY, SUITE 200
           HOUSTON, TEXAS 77002-2781                (713) 332-2500
              (713) 223-2900

                               ------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===========================================================================================
                                                      
                                                             PROPOSED          AMOUNT OF
          TITLE OF                    AMOUNT TO         MAXIMUM AGGREGATE     REGISTRATION
 SECURITIES TO BE REGISTERED     BE REGISTERED(1)(2)    OFFERING PRICE(3)          FEE
-------------------------------------------------------------------------------------------               
<S>                                  <C>                                          
Common Stock, par value
  $.01 per share ...........         2,909,173             $ 13,469,471         $ 3,745
Warrants ...................           669,894             $  3,101,610         $   862
       Total ...............         3,579,067             $ 16,571,081         $ 4,607
===========================================================================================
</TABLE>

(1)  Pursuant to Rule 457(h)(1), the registration fee is calculated with respect
     to the maximum number of the registrant's securities issuable under the
     Transportation Components, Inc. 1998 Long-Term Incentive Plan (the
     "Incentive Plan") and the Transportation Components, Inc. 1998 Non-
     Employee Directors' Stock Plan (the "Director Plan") (the Incentive Plan
     and Director Plan are collectively referred to herein as the "Plans").

(2)  The amount of securities registered hereby may exceed 3,579,067 shares of
     Common Stock. The total number of shares of the Company's common stock, par
     value $0.01 per share (the "Common Stock") subject to incentive awards
     under the Director Plan is 250,000, subject to adjustment from time to time
     as a result of certain anti-dilution provisions contained in such plan. The
     total number of shares of Common Stock subject to incentive awards under
     the Incentive Plan is the greater of (i) 2,500,000 or (ii) 15% of the total
     number of shares of Common Stock outstanding at the time an incentive award
     is granted. In addition, the number of shares issuable under the Incentive
     Plan is subject to adjustment from time to time as a result of certain
     anti-dilution provisions contained in such plan. Pursuant to Rule 416(a) of
     the Securities Act of 1933, as amended (the "Act"), this Registration
     Statement is deemed to cover these adjustments in the total number of
     shares available under the Plans, which adjustments are indeterminate at
     this time.

(3)  Pursuant to Rule 457(c), the registration fee for these shares is
     calculated based on the average of the high and low sales price per share
     of the Common Stock, as reported by the New York Stock Exchange on December
     1, 1998.


<PAGE>
                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

   Transportation Components, Inc., a Delaware corporation, ("the Company"),
hereby incorporates by reference into this registration statement (the
"Registration Statement"): (i) Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-50447); (ii) the description of
the Company's Common Stock contained in the Company's Form 8-A, filed June 1,
1998; and (iii) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934, as amended, since June 19,
1998.

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

   The Company will provide, without charge, to each participant in the
Company's 1998 Long-Term Incentive Plan and 1998 Non-Employee Directors' Stock
Plan, on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3. All such
requests should be directed to Transportation Components, Three Riverway, Suite
200, Houston, TX 77056, Attention: General Counsel, phone number (713) 332-2500.

ITEM 4.     DESCRIPTION OF SECURITIES.

   Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
corporation 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, by reason of the fact
that he 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,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.

   In an action brought to obtain a judgment in the corporation's favor, whether
by the corporation itself or derivatively by a stockholder, the corporation may
only indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of such action, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such person shall have been
adjudged liable to the corporation except as otherwise approved by the Delaware
Court of Chancery or the court in which the claim was brought. In any other type
of proceeding, the indemnification may extend to judgments, fines and amounts
paid in settlement, actually and reasonably incurred in connection with such
other proceeding, as well as to expenses.


                                     II-1
<PAGE>
   The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether an employee or agent (who is not
then a director or officer of the corporation) seeking indemnification has met
the required standard of conduct may be made by any person or persons having
authority to act on the matter. The determination as to whether a director or
officer seeking indemnification has met the required standard shall be made (1)
by a majority vote of a quorum of disinterested members of the board of
directors, (or a committee thereof) (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders.

   The Company's Certificate of Incorporation requires the Company to indemnify
its directors and officers to the fullest extent permitted by Section 145 of the
DGCL. In addition, the Company maintains liability insurance for its directors
and officers.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

ITEM 8.     EXHIBITS.


  4.1       Transportation Components, Inc. 1998 Long-Term Incentive Plan
            (incorporated by reference to the Company's Registration Statement
            on Form S-1 (File No. 333-50447), filed April 17, 1998)

  4.2       Transportation Components, Inc. 1998 Non-Employee Director's Stock
            Plan (incorporated by reference to the Company's Registration
            Statement on Form S-1 (File No. 333-50447), filed April 17, 1998)

  4.3       Form of Warrant

  5.1       Opinion of Bracewell & Patterson, L.L.P.

  23.1      Consent of Arthur Andersen LLP

  23.2      Consent of Arthur Andersen LLP

  23.3      Consent of Ernst & Young LLP, Independent Auditors

  23.4      Consent of Bracewell & Patterson, L.L.P. (included in Exhibit 5.1)

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

ITEM 9.     UNDERTAKINGS.

   A.       UNDERTAKING TO UPDATE

            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:


                                     II-2
<PAGE>
                        (i)  To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933;

                        (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 this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high and of the
                  estimated maximum offering range may be reflected in the form
                  of a prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective 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 this Registration Statement;

            PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
            section 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.       UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

            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.

   C.       UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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


                                     II-3
<PAGE>
            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.



                           [SIGNATURE PAGE FOLLOWS]


                                     II-4
<PAGE>
                                  SIGNATURES

   In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-8 and has duly authorized
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, state of Texas, on this 2nd 
day of December, 1998.


                                       TRANSPORTATION COMPONENTS, INC.


                                       By: /s/ T. MICHAEL YOUNG
                                            T. Michael Young
                                            CHIEF EXECUTIVE OFFICER

   We, the undersigned directors and officers of Transportation Components,
Inc., constitute and appoint T. Michael Young or Paul E. Pryzant, or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of this
Registration Statement, including specifically without limitation, power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 2, 1998.


                SIGNATURE                                   TITLE
                ---------                                   -----

         /s/ T. MICHAEL YOUNG                  Chairman of the Board and Chief
             T. Michael Young                  Executive Officer
            

    /s/ HUGH H. N. MCCONNELL,                  Jr.Chief Financial Officer and 
        Hugh H. N. McConnell, Jr.              Director (Principal Accounting 
                                               Officer)
                 

         /s/ J. DAVID GOOCH                    Director
             J. David Gooch


     /s/ Louis J. Boggeman, Jr.                Director
         Louis J. Boggeman, Jr.


                                      II-5
<PAGE>
       /s/ HENRY B. COOK, JR.                  Director
           Henry B. Cook, Jr.


         /s/ Thomas A. Work                    Director
             Thomas A. Work


          /s/ PETER D. LUND                    Director
              Peter D. Lund


        /s/ EVERETT W. PETRY                   Director
            Everett W. Petry


      /s/ RODOLFO A. DUEMICHEN                 Director
          Rodolfo A. Duemichen


         /s/ RONALD G. SHORT                   Director
             Ronald G. Short


         /s/ MAURA L. BERNEY                   Director
             Maura L. Berney


          /s/ JOHN R. OREN                     Director
              John R. Oren


        /s/ Lawrence K. King                   Director
            Lawrence K. King



          /s/ I. T. Corley                     Director
              I. T. Corley                



                                      II-6
<PAGE>
                                  EXHIBIT INDEX


                                                                    SEQUENTIALLY
 EXHIBIT                                                              NUMBERED
 NUMBER                          DESCRIPTION                            PAGE
---------                       -------------                      -------------

   4.1    Transportation Components, Inc. 1998 Long-Term Incentive Plan
          (incorporated by reference
          to the Company's Registration Statement on Form S-1
          (File No. 333-50447), filed
          April 17, 1998)..........................................

   4.2    Transportation Components, Inc. 1998 Non-Employee
          Directors' Stock Plan (incorporated
          by reference to the Company's Registration Statement on
          Form S-1 (File
          No. 333-50447), filed April 17, 1998)....................

   4.3    Form of Warrant..........................................

   5.1    Opinion of Bracewell & Patterson, L.L.P. ................

  23.1    Consent of Arthur Andersen LLP...........................

  23.2    Consent of Arthur Andersen LLP...........................

  23.3    Consent of Ernst & Young LLP, Independent Auditors.......

  23.4    Consent of Bracewell & Patterson, L.L.P. (included in
          Exhibit 5.1).............................................

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


                                      II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21892}]
{"company-data": {"conformed-name": "TRANSPORTATION COMPONENTS INC", "cik": "0001059706", "assigned-sic": "5013", "irs-number": "760562800", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68261", "film-number": "98763038"}, "business-address": {"street1": "THREE RIVERWAY SUITE 630", "city": "HOUSTON", "state": "TX", "zip": "77056"}, "mail-address": {"street1": "THREE RIVERWAY SUITE 630", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
As filed with the Securities and Exchange Commission on December 2, 1998
                                            REGISTRATION  NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                         TRANSPORTATION COMPONENTS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                             76-0562800
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                                 THREE RIVERWAY
                                   SUITE 200
                              HOUSTON, TEXAS 77056
                                 (713) 332-2500

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                         TRANSPORTATION COMPONENTS, INC.
                         1998 LONG-TERM INCENTIVE PLAN;

                         TRANSPORTATION COMPONENTS, INC.
                    1998 NON-EMPLOYEE DIRECTORS' STOCK PLAN;
                                       AND
                  669,894 WARRANTS TO PURCHASE AN AGGREGATE OF
                         669,894 SHARES OF COMMON STOCK

                              (Full Title of Plans)

                                T. MICHAEL YOUNG
                             CHIEF EXECUTIVE OFFICER
                                 THREE RIVERWAY
                                    SUITE 200
                              HOUSTON, TEXAS 77056
                                 (713) 332-2500

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

                                 WITH COPIES TO:

            WILLIAM D. GUTERMUTH                   PAUL E. PRYZANT
         BRACEWELL & PATTERSON, L.L.P.       SENIOR VICE PRESIDENT, GENERAL
           SOUTH TOWER, PENNZOIL PLACE           COUNSEL AND SECRETARY
       711 LOUISIANA STREET, SUITE 2900        THREE RIVERWAY, SUITE 200
           HOUSTON, TEXAS 77002-2781                (713) 332-2500
              (713) 223-2900

                               ------------------
CALCULATION OF REGISTRATION FEE
===========================================================================================
                                                      
                                                             PROPOSED          AMOUNT OF
          TITLE OF                    AMOUNT TO         MAXIMUM AGGREGATE     REGISTRATION
 SECURITIES TO BE REGISTERED     BE REGISTERED(1)(2)    OFFERING PRICE(3)          FEE
-------------------------------------------------------------------------------------------
Common Stock, par value
  $.01 per share ...........         2,909,173             $ 13,469,471         $ 3,745
Warrants ...................           669,894             $  3,101,610         $   862
       Total ...............         3,579,067             $ 16,571,081         $ 4,607
===========================================================================================
(1)  Pursuant to Rule 457(h)(1), the registration fee is calculated with respect
     to the maximum number of the registrant's securities issuable under the
     Transportation Components, Inc. 1998 Long-Term Incentive Plan (the
     "Incentive Plan") and the Transportation Components, Inc. 1998 Non-
     Employee Directors' Stock Plan (the "Director Plan") (the Incentive Plan
     and Director Plan are collectively referred to herein as the "Plans").

(2)  The amount of securities registered hereby may exceed 3,579,067 shares of
     Common Stock. The total number of shares of the Company's common stock, par
     value $0.01 per share (the "Common Stock") subject to incentive awards
     under the Director Plan is 250,000, subject to adjustment from time to time
     as a result of certain anti-dilution provisions contained in such plan. The
     total number of shares of Common Stock subject to incentive awards under
     the Incentive Plan is the greater of (i) 2,500,000 or (ii) 15% of the total
     number of shares of Common Stock outstanding at the time an incentive award
     is granted. In addition, the number of shares issuable under the Incentive
     Plan is subject to adjustment from time to time as a result of certain
     anti-dilution provisions contained in such plan. Pursuant to Rule 416(a) of
     the Securities Act of 1933, as amended (the "Act"), this Registration
     Statement is deemed to cover these adjustments in the total number of
     shares available under the Plans, which adjustments are indeterminate at
     this time.

(3)  Pursuant to Rule 457(c), the registration fee for these shares is
     calculated based on the average of the high and low sales price per share
     of the Common Stock, as reported by the New York Stock Exchange on December
     1, 1998.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

   Transportation Components, Inc., a Delaware corporation, ("the Company"),
hereby incorporates by reference into this registration statement (the
"Registration Statement"): (i) Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-50447); (ii) the description of
the Company's Common Stock contained in the Company's Form 8-A, filed June 1,
1998; and (iii) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934, as amended, since June 19,
1998.

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

   The Company will provide, without charge, to each participant in the
Company's 1998 Long-Term Incentive Plan and 1998 Non-Employee Directors' Stock
Plan, on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3. All such
requests should be directed to Transportation Components, Three Riverway, Suite
200, Houston, TX 77056, Attention: General Counsel, phone number (713) 332-2500.

ITEM 4.     DESCRIPTION OF SECURITIES.

   Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
corporation 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, by reason of the fact
that he 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,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.

   In an action brought to obtain a judgment in the corporation's favor, whether
by the corporation itself or derivatively by a stockholder, the corporation may
only indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of such action, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such person shall have been
adjudged liable to the corporation except as otherwise approved by the Delaware
Court of Chancery or the court in which the claim was brought. In any other type
of proceeding, the indemnification may extend to judgments, fines and amounts
paid in settlement, actually and reasonably incurred in connection with such
other proceeding, as well as to expenses.

                                     II-1
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether an employee or agent (who is not
then a director or officer of the corporation) seeking indemnification has met
the required standard of conduct may be made by any person or persons having
authority to act on the matter. The determination as to whether a director or
officer seeking indemnification has met the required standard shall be made (1)
by a majority vote of a quorum of disinterested members of the board of
directors, (or a committee thereof) (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders.

   The Company's Certificate of Incorporation requires the Company to indemnify
its directors and officers to the fullest extent permitted by Section 145 of the
DGCL. In addition, the Company maintains liability insurance for its directors
and officers.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

ITEM 8.     EXHIBITS.

  4.1       Transportation Components, Inc. 1998 Long-Term Incentive Plan
            (incorporated by reference to the Company's Registration Statement
            on Form S-1 (File No. 333-50447), filed April 17, 1998)

  4.2       Transportation Components, Inc. 1998 Non-Employee Director's Stock
            Plan (incorporated by reference to the Company's Registration
            Statement on Form S-1 (File No. 333-50447), filed April 17, 1998)

  4.3       Form of Warrant

  5.1       Opinion of Bracewell & Patterson, L.L.P.

  23.1      Consent of Arthur Andersen LLP

  23.2      Consent of Arthur Andersen LLP

  23.3      Consent of Ernst & Young LLP, Independent Auditors

  23.4      Consent of Bracewell & Patterson, L.L.P. (included in Exhibit 5.1)

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

ITEM 9.     UNDERTAKINGS.

   A.       UNDERTAKING TO UPDATE

            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:

                                     II-2
(i)  To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933;

                        (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 this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high and of the
                  estimated maximum offering range may be reflected in the form
                  of a prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective 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 this Registration Statement;

            PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
            section 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.       UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

            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.

   C.       UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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

                                     II-3
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.

                           [SIGNATURE PAGE FOLLOWS]

                                     II-4
SIGNATURES

   In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-8 and has duly authorized
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, state of Texas, on this 2nd 
day of December, 1998.

                                       TRANSPORTATION COMPONENTS, INC.

                                       By: /s/ T. MICHAEL YOUNG
                                            T. Michael Young
                                            CHIEF EXECUTIVE OFFICER

   We, the undersigned directors and officers of Transportation Components,
Inc., constitute and appoint T. Michael Young or Paul E. Pryzant, or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of this
Registration Statement, including specifically without limitation, power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 2, 1998.

                SIGNATURE                                   TITLE
                ---------                                   -----

         /s/ T. MICHAEL YOUNG                  Chairman of the Board and Chief
             T. Michael Young                  Executive Officer
            

    /s/ HUGH H. N. MCCONNELL,                  Jr.Chief Financial Officer and 
        Hugh H. N. McConnell, Jr.              Director (Principal Accounting 
                                               Officer)
                 

         /s/ J. DAVID GOOCH                    Director
             J. David Gooch

     /s/ Louis J. Boggeman, Jr.                Director
         Louis J. Boggeman, Jr.

                                      II-5
/s/ HENRY B. COOK, JR.                  Director
           Henry B. Cook, Jr.

         /s/ Thomas A. Work                    Director
             Thomas A. Work

          /s/ PETER D. LUND                    Director
              Peter D. Lund

        /s/ EVERETT W. PETRY                   Director
            Everett W. Petry

      /s/ RODOLFO A. DUEMICHEN                 Director
          Rodolfo A. Duemichen

         /s/ RONALD G. SHORT                   Director
             Ronald G. Short

         /s/ MAURA L. BERNEY                   Director
             Maura L. Berney

          /s/ JOHN R. OREN                     Director
              John R. Oren

        /s/ Lawrence K. King                   Director
            Lawrence K. King

          /s/ I. T. Corley                     Director
              I. T. Corley                

                                      II-6
EXHIBIT INDEX

                                                                    SEQUENTIALLY
 EXHIBIT                                                              NUMBERED
 NUMBER                          DESCRIPTION                            PAGE
---------                       -------------                      -------------

   4.1    Transportation Components, Inc. 1998 Long-Term Incentive Plan
          (incorporated by reference
          to the Company's Registration Statement on Form S-1
          (File No. 333-50447), filed
          April 17, 1998)..........................................

   4.2    Transportation Components, Inc. 1998 Non-Employee
          Directors' Stock Plan (incorporated
          by reference to the Company's Registration Statement on
          Form S-1 (File
          No. 333-50447), filed April 17, 1998)....................

   4.3    Form of Warrant..........................................

   5.1    Opinion of Bracewell & Patterson, L.L.P. ................

  23.1    Consent of Arthur Andersen LLP...........................

  23.2    Consent of Arthur Andersen LLP...........................

  23.3    Consent of Ernst & Young LLP, Independent Auditors.......

  23.4    Consent of Bracewell & Patterson, L.L.P. (included in
          Exhibit 5.1).............................................

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

                                      II-7