As filed with the Securities and Exchange Commission on August 26, 1998
                                                        Registration No. 333-___

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                          PRIME MEDICAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)
          Delaware                                  74-2652727
    (State or other jurisdiction of               (I.R.S. Employer
     Incorporation or organization)                Identification No.)

                   1301 Capital of Texas Highway, Suite C-300
                            Austin, Texas 78746-6550
              (Address of registrant's principal executive offices)
                PRIME MEDICAL SERVICES, INC. AMENDED AND RESTATED
                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

                               KENNETH S. SHIFRIN
                          Prime Medical Services, Inc.
                   1301 Capital of Texas Highway, Suite C-300
                            Austin, Texas 78746-6550
                                 (512) 328-2892
                       (Name, address and telephone number
                       of registrant's agent for service)

                                   Copies to:

                               TIMOTHY L. LA FREY
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                              1900 Frost Bank Plaza
                               816 Congress Avenue
                               Austin, Texas 78701
                                 (512) 499-6200


This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will thereafter be effected upon option exercises under the Plan.
                    
                         CALCULATION OF REGISTRATION FEE

<TABLE>

====================================================================================================================================
<S>       <C>                               <C>                       <C>                  <C>    

          Title of securities               Proposed maximum           Offering            Proposed maximum            Amount of
           to be registered                   amount to be               price                 aggregate           registration fee
                                             registered(1)             per share            offering price
-----------------------------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value(1)......             750,000               $7.875(2)           $5,906,250(2)           $1,742.35(2)
===================================================================================================================================
</TABLE>

     (1)  Pursuant to Rule 416, there are also being  registered such additional
          shares  of  common  stock  as  may  become  issuable  pursuant  to the
          antidilution  provisions of the Plan. This Registration Statement also
          pertains  to  rights  to  purchase  shares  of  Common  Stock  of  the
          Registrant.  One right is  attached  to and trades  with each share of
          Common  Stock of the  Registrant.  Until  the  occurrence  of  certain
          events,  the rights are not  exercisable  and will not be evidenced or
          transferred apart from the Common Stock.
     (2)  Estimated  solely for the purpose of calculating the  registration fee
          in accordance  with Rule 457(c) and Rule 457(h),  using the average of
          the high and low sales prices  reported on The Nasdaq  National Market
          for the Registrant's Common Stock on August 24, 1998.


<PAGE>



                                     PART II

               Information Required in the Registration Statement

     Item 3. Incorporation of Documents by Reference

     Prime  Medical  Services,  Inc.,  formerly  known as New  PMSI,  Inc.  (the
"Company")  has  previously   filed  a  Registration   Statement  on  Form  S-8,
Registration  No.  333-33743 with the Securities  and Exchange  Commission  (the
"Commission")  with respect to the registration of securities of the same class,
relative to the same employment benefit plan, as the securities being registered
pursuant to this Registration Statement.

     The  Company  hereby  incorporates  by  reference  into  this  Registration
Statement the following documents previously filed with the Commission:

                  (a)  The Form S-8  Registration  Statement  filed  by the 
Company  on August  15,  1997  with  the  Commission  as   Registration   No.
333-33743;
                  (b) The  Company's  Annual  Report on Form  10-K/A (as amended
April, 30, 1998);

                  (c) The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998;

                  (d) The Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1998;

                  (e) The description of the Company's  outstanding Common Stock
contained in the Company's Form 8-A, dated September 14, 1993; and

                  (f) The  description of the rights issued to  stockholders  of
the Company contained in the Company's Form 8-A, dated March 10, 1994.

                  All  reports  and other  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 hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified  or  superseded  shall  not be  deemed  to  constitute  a part  of this
Registration Statement, except as so modified or superseded.

Item 8.  Exhibits

         Exhibit Number                             Exhibit

                  5.1             Opinion of Akin, Gump, Strauss, Hauer & Feld,
                                  L.L.P.

                  23.1            Consent of Akin, Gump, Strauss, Hauer &
                                  Feld, L.L.P. (included in the Opinion filed
                                  as Exhibit 5.1 to this Registration Statement)

                  23.2            Consent of KPMG Peat Marwick LLP

                  24.1            Power of Attorney (reference is made to the
                                  Signature Page of this Registration
                                  Statement)

                  99.1            Prime Medical Services, Inc. Amended and 
                                  Restated 1993 Stock Option Plan of Prime 
                                  Medical Services, Inc.




<PAGE>



                                SIGNATURES

     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 Austin,  State of Texas, on this 26th day of August,
1998.


                                    PRIME MEDICAL SERVICES, INC.


                                    By       /s/: Cheryl Williams
                                             --------------------
                                             Cheryl Williams
                                             Vice President-Finance

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned  officers and directors of Prime Medical Services,
Inc.,  a Delaware  corporation,  do hereby  constitute  and  appoint  Kenneth S.
Shifrin and Cheryl Williams, and each of them, the lawful  attorneys-in-fact and
agents  with full power and  authority  to do any and all acts and things and to
execute any and all instruments which said attorneys and agents,  and either one
of them,  determine  may be  necessary  or  advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations  or  requirements  of the  Securities and Exchange  Commission in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
all that said attorneys and agents,  or either of them,  shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.


           Signature                     Title                      Date


/s/: Kenneth S. Shifrin            Chairman of the Board and     August 26, 1998
---------------------------        Director 
    KENNETH S. SHIFRIN                                                         


/s/: Joseph Jenkins, M.D.          President, Chief Executive    August 26, 1998
---------------------------        Officer and Director
    JOSEPH JENKINS, M.D.                   


/s/: Cheryl Williams               Chief Financial Officer,      August 26, 1998
---------------------------        Vice President-Finance and
    CHERYL WILLIAMS                Secretary (Chief Accounting 
                                   Officer)


/s/: Paul R. Butrus                Director                      August 26, 1998
---------------------------                                                    
    PAUL R. BUTRUS


/s/: William E. Foree, M.D.        Director                      August 26, 1998
---------------------------  
    WILLIAM E. FOREE, M.D.


/s/: Irwin Katz                    Director                      August 26, 1998
---------------------------                  
    IRWIN KATZ


/s/: John A. McEntire              Director                      August 26, 1998
---------------------------             
    JOHN A. MCENTIRE IV



/s/: William A. Searles            Director                      August 26, 1998
---------------------------                               
    WILLIAM A. SEARLES



/s/: Michael J. Spalding, M.D.     Director                      August 26, 1998
------------------------------                                             
    MICHAEL J. SPALDING, M.D.





<PAGE>



                                INDEX TO EXHIBITS


                                                                  Sequentially
                                                                    Numbered
Exhibit Number     Exhibit                                            Page

     5.1           Opinion of Akin, Gump, Strauss, Hauer & Feld,       i
                   L.L.P.                                    

     23.1          Consent of Akin, Gump, Strauss, Hauer & Feld,
                   L.L.P. (included in the Opinion filed as
                   Exhibit 5.1 to this Registration Statement)

     23.2          Consent of KPMG Peat Marwick LLP                    ii

     24.1          Power of Attorney (reference is made to the
                   Signature Page of this Registration Statement)

     99.1          Prime Medical Services, Inc. Amended and            iii
                   Restated 1993 Stock Option Plan
[{"type": "S-8", "sequence": "1", "description": "AMENDED AND RESTATED 1993 STOCK OPTION PLAN", "secsgml_size_bytes": 12835}]
{"company-data": {"conformed-name": "PRIME MEDICAL SERVICES INC /TX/", "cik": "0000895810", "assigned-sic": "8090", "irs-number": "742652727", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62245", "film-number": "98697940"}, "business-address": {"street1": "1301 CAPITAL OF TEXAS HWY", "street2": "SUITE C-300", "city": "AUSTIN", "state": "TX", "zip": "78746", "phone": "5123282892"}, "former-company": [{"former-conformed-name": "PRIME MEDICAL SERVICES INC  /TX/", "date-changed": "19940224"}, {"former-conformed-name": "NEW PMSI INC", "date-changed": "19930112"}]}
As filed with the Securities and Exchange Commission on August 26, 1998
                                                        Registration No. 333-___

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          PRIME MEDICAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)
          Delaware                                  74-2652727
    (State or other jurisdiction of               (I.R.S. Employer
     Incorporation or organization)                Identification No.)

                   1301 Capital of Texas Highway, Suite C-300
                            Austin, Texas 78746-6550
              (Address of registrant's principal executive offices)
                PRIME MEDICAL SERVICES, INC. AMENDED AND RESTATED
                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

                               KENNETH S. SHIFRIN
                          Prime Medical Services, Inc.
                   1301 Capital of Texas Highway, Suite C-300
                            Austin, Texas 78746-6550
                                 (512) 328-2892
                       (Name, address and telephone number
                       of registrant's agent for service)

                                   Copies to:

                               TIMOTHY L. LA FREY
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                              1900 Frost Bank Plaza
                               816 Congress Avenue
                               Austin, Texas 78701
                                 (512) 499-6200

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will thereafter be effected upon option exercises under the Plan.
                    
                         CALCULATION OF REGISTRATION FEE

====================================================================================================================================
Title of securities               Proposed maximum           Offering            Proposed maximum            Amount of
           to be registered                   amount to be               price                 aggregate           registration fee
                                             registered(1)             per share            offering price
-----------------------------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value(1)......             750,000               $7.875(2)           $5,906,250(2)           $1,742.35(2)
===================================================================================================================================
(1)  Pursuant to Rule 416, there are also being  registered such additional
          shares  of  common  stock  as  may  become  issuable  pursuant  to the
          antidilution  provisions of the Plan. This Registration Statement also
          pertains  to  rights  to  purchase  shares  of  Common  Stock  of  the
          Registrant.  One right is  attached  to and trades  with each share of
          Common  Stock of the  Registrant.  Until  the  occurrence  of  certain
          events,  the rights are not  exercisable  and will not be evidenced or
          transferred apart from the Common Stock.
     (2)  Estimated  solely for the purpose of calculating the  registration fee
          in accordance  with Rule 457(c) and Rule 457(h),  using the average of
          the high and low sales prices  reported on The Nasdaq  National Market
          for the Registrant's Common Stock on August 24, 1998.
PART II

               Information Required in the Registration Statement

     Item 3. Incorporation of Documents by Reference

     Prime  Medical  Services,  Inc.,  formerly  known as New  PMSI,  Inc.  (the
"Company")  has  previously   filed  a  Registration   Statement  on  Form  S-8,
Registration  No.  333-33743 with the Securities  and Exchange  Commission  (the
"Commission")  with respect to the registration of securities of the same class,
relative to the same employment benefit plan, as the securities being registered
pursuant to this Registration Statement.

     The  Company  hereby  incorporates  by  reference  into  this  Registration
Statement the following documents previously filed with the Commission:

                  (a)  The Form S-8  Registration  Statement  filed  by the 
Company  on August  15,  1997  with  the  Commission  as   Registration   No.
333-33743;
                  (b) The  Company's  Annual  Report on Form  10-K/A (as amended
April, 30, 1998);

                  (c) The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998;

                  (d) The Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1998;

                  (e) The description of the Company's  outstanding Common Stock
contained in the Company's Form 8-A, dated September 14, 1993; and

                  (f) The  description of the rights issued to  stockholders  of
the Company contained in the Company's Form 8-A, dated March 10, 1994.

                  All  reports  and other  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 hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified  or  superseded  shall  not be  deemed  to  constitute  a part  of this
Registration Statement, except as so modified or superseded.

Item 8.  Exhibits

         Exhibit Number                             Exhibit

                  5.1             Opinion of Akin, Gump, Strauss, Hauer & Feld,
                                  L.L.P.

                  23.1            Consent of Akin, Gump, Strauss, Hauer &
                                  Feld, L.L.P. (included in the Opinion filed
                                  as Exhibit 5.1 to this Registration Statement)

                  23.2            Consent of KPMG Peat Marwick LLP

                  24.1            Power of Attorney (reference is made to the
                                  Signature Page of this Registration
                                  Statement)

                  99.1            Prime Medical Services, Inc. Amended and 
                                  Restated 1993 Stock Option Plan of Prime 
                                  Medical Services, Inc.
SIGNATURES

     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 Austin,  State of Texas, on this 26th day of August,
1998.

                                    PRIME MEDICAL SERVICES, INC.

                                    By       /s/: Cheryl Williams
                                             --------------------
                                             Cheryl Williams
                                             Vice President-Finance

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned  officers and directors of Prime Medical Services,
Inc.,  a Delaware  corporation,  do hereby  constitute  and  appoint  Kenneth S.
Shifrin and Cheryl Williams, and each of them, the lawful  attorneys-in-fact and
agents  with full power and  authority  to do any and all acts and things and to
execute any and all instruments which said attorneys and agents,  and either one
of them,  determine  may be  necessary  or  advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations  or  requirements  of the  Securities and Exchange  Commission in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
all that said attorneys and agents,  or either of them,  shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

           Signature                     Title                      Date

/s/: Kenneth S. Shifrin            Chairman of the Board and     August 26, 1998
---------------------------        Director 
    KENNETH S. SHIFRIN                                                         

/s/: Joseph Jenkins, M.D.          President, Chief Executive    August 26, 1998
---------------------------        Officer and Director
    JOSEPH JENKINS, M.D.                   

/s/: Cheryl Williams               Chief Financial Officer,      August 26, 1998
---------------------------        Vice President-Finance and
    CHERYL WILLIAMS                Secretary (Chief Accounting 
                                   Officer)

/s/: Paul R. Butrus                Director                      August 26, 1998
---------------------------                                                    
    PAUL R. BUTRUS

/s/: William E. Foree, M.D.        Director                      August 26, 1998
---------------------------  
    WILLIAM E. FOREE, M.D.

/s/: Irwin Katz                    Director                      August 26, 1998
---------------------------                  
    IRWIN KATZ

/s/: John A. McEntire              Director                      August 26, 1998
---------------------------             
    JOHN A. MCENTIRE IV

/s/: William A. Searles            Director                      August 26, 1998
---------------------------                               
    WILLIAM A. SEARLES

/s/: Michael J. Spalding, M.D.     Director                      August 26, 1998
------------------------------                                             
    MICHAEL J. SPALDING, M.D.
INDEX TO EXHIBITS

                                                                  Sequentially
                                                                    Numbered
Exhibit Number     Exhibit                                            Page

     5.1           Opinion of Akin, Gump, Strauss, Hauer & Feld,       i
                   L.L.P.                                    

     23.1          Consent of Akin, Gump, Strauss, Hauer & Feld,
                   L.L.P. (included in the Opinion filed as
                   Exhibit 5.1 to this Registration Statement)

     23.2          Consent of KPMG Peat Marwick LLP                    ii

     24.1          Power of Attorney (reference is made to the
                   Signature Page of this Registration Statement)

     99.1          Prime Medical Services, Inc. Amended and            iii
                   Restated 1993 Stock Option Plan