AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1996

                                                 Registration No. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             HI-LO AUTOMOTIVE, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                  76-0232254
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification No.)

                               2575 WEST BELLFORT
                              HOUSTON, TEXAS 77054
          (Address of principal executive offices, including zip code)

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

                  HI-LO AUTOMOTIVE, INC. 1990 STOCK OPTION PLAN
                            (Full title of the plan)

                                K. GRANT HUTCHINS
                       VICE PRESIDENT AND GENERAL COUNSEL
                               2575 WEST BELLFORT
                              HOUSTON, TEXAS 77054
                     (Name and address of agent for service)

                                 (713) 663-9286
          (Telephone number, including area code, of agent for service)

                       copy to:     Jeffery B. Floyd
                                    Vinson & Elkins L.L.P.
                                    2500 First City Tower
                                    Houston, Texas 77002-6760

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
       Titles of                                     Proposed Maximum        Proposed maximum
   securities to be           Amount to be            offering price             aggregate               Amount of
      registered               registered                per unit*            offering price*         Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                    <C>                        <C>
     Common Stock,
    $.01 par value
       per share                 300,000                 $ 6.893                $2,067,975                 $1,034
======================================================================================================================
</TABLE>
*    Estimated, solely for purposes of calculating the registration fee, in
     accordance with Rule 457(h) on the basis of the exercise price of options,
     to the extent known, and otherwise on the price of securities of the same
     class, as determined in accordance with Rule 457(c), using the high and low
     prices reported on the New York Stock Exchange on May 10, 1996.

- --------------------------------------------------------------------------------
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENT BY REFERENCE.

     The following, which has been filed with the Securities and Exchange
Commission (the "Commission") by Hi-Lo Automotive, Inc., a Delaware corporation
(the "Company"), is incorporated herein by reference and made a part hereof:

     (a) Annual Report on Form 10-K for the year ended December 31, 1995;

     (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; and

     (c) Description of the Common Stock contained in the Registration Statement
         on Form 8-A filed on April 8, 1991 (Registration No. 0-19142).

     All documents filed subsequent to the effective date of this Registration
Statement 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 to this Registration Statement 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 herein
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 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Certificate of Incorporation of the Company, as amended, limits the
liability of directors of the Company to the Company and its stockholders (in
their capacity as directors but not in their capacity as officers) for monetary
damages for breach of their fiduciary duty to the fullest extent permitted by
Delaware law. Specifically, Delaware law provides that directors of the Company
will not be personally liable for monetary damages for breach of their fiduciary
duty as directors, except for liability resulting from (i) any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful payments of dividends or unlawful stock
repurchases or redemptions under Section 174 of the Delaware General Corporation
Law or (iv) any transaction from which the director derived an improper personal
benefit.

     The Company has authority under Section 145 of the General Corporation Law
of the State of Delaware to indemnify its officers, directors, employees and
agents to the extent provided in such statute. Article VI of the Company's
Bylaws provides for indemnification of the Company's officers, directors,
employees and agents. Article VI of the Company's Bylaws also provides that the
Company may maintain insurance, at its expense, to protect itself and any of its
directors, officers, employees or agents or any person serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other

                                       -2-

enterprise, against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

 4.1  -- Hi-Lo Automotive, Inc. 1990 Stock Option Plan, as amended and
         restated through December 8, 1992 and Amendment to Hi-Lo 1990 Stock
         Option Plan dated January 25, 1993 (Incorporated by reference to
         Exhibit 10.2 to the Company's current report on Form 8-K dated January
         25, 1993 (File No. 1-10823)); and 1995 Amendment to Hi-Lo Stock Option
         Plan dated February 10, 1995 (Incorporated by reference to Exhibit 10.2
         to the Company's Annual Report on Form 10-K for the year ended December
         31, 1994). . 4.2 -- Specimen Common Stock Certificate (Incorporated by
         reference to Exhibit 4.1 to the Registration Statement on Form S-1 of
         the Company (File No. 33-39778)).

 4.3  -- Amended and Restated Certificate of Incorporation of the Company
         dated May 5, 1991, and filed with the Secretary of State of the State
         of Delaware on May 13, 1991 (Incorporated by reference to Exhibit 3.1
         to the Company's Quarterly Report on Form 10-Q for the period ended
         June 30, 1991 (File No. 0-19142)).

 4.4  -- Bylaws of the Company, as amended (Incorporated by reference to
         Exhibit 3.4 to the Registration Statement on Form S-1 of the Company
         (File No. 33-39778)).

 5.1  -- Opinion of Vinson & Elkins L.L.P.

23.1  -- Consent of Arthur Andersen LLP.

23.2  -- Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).

24    -- Powers of Attorney.

ITEM 9. UNDERTAKINGS.

     The undersigned Company hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

                                       -3-

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

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

     PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Company pursuant
     to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in the Registration Statement.

     (2) That, for the purpose 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.

     (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.

     (4) That, for the purposes of determining any liability under the
     Securities Act of 1933, each filing of the Company's annual report pursuant
     to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
     (and, where applicable, each filing of an employee benefit plan's annual
     report pursuant to 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.

     (5) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the Company pursuant to the foregoing provisions, or otherwise, the
     Company 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
     Company of expenses incurred or paid by a director, officer or controlling
     persons of the Company in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling persons in
     connection with the securities being registered, the Company will, unless
     in the opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

                                       -4-

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 6th day of June,
1996.

                                               HI-LO AUTOMOTIVE, INC.



                                               By: /s/ T. MICHAEL YOUNG
                                                       T. Michael Young
                                                       Chairman, President and
                                                       Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the dates indicated.
<TABLE>
<CAPTION>
        Signature                                 Title                             Date
        ---------                                 -----                             ----
<S>                                      <C>                                     <C>
/s/ T. MICHAEL YOUNG                     Chairman, President, Chief              June 6, 1996
- -------------------------------------    Executive Officer and Director
    T. Michael Young                     (Principal Executive Officer)

/s/ GARY D. WALTHER                      Vice President -- Finance and Chief     June 6, 1996
- --------------------------------------   Financial Officer
    Gary D. Walther                      (Principal Financial Officer)

/s/ RICHARD C. ADKERSON*
- --------------------------------------   Director                                June 6, 1996
    Richard C. Adkerson

/s/ RICHARD Q. ARMSTRONG*
- --------------------------------------   Director                                June 6, 1996
    Richard Q. Armstrong

/s/ CHARLES P. DURKIN, JR.*
- --------------------------------------   Director                                June 6, 1996
    Charles P. Durkin, Jr.

/s/ E. JAMES LOWREY*
- --------------------------------------   Director                                June 6, 1996
    E. James Lowrey

/s/ EDWARD T. STORY*
- --------------------------------------   Director                                June 6, 1996
    Edward T. Story

*By: /s/ T. MICHAEL YOUNG                                                        June 6, 1996
    ----------------------------------
         T. Michael Young
         Attorney-in-Fact
</TABLE>

                                       -5-

                                  EXHIBIT INDEX

 4.1  -- Hi-Lo Automotive, Inc. 1990 Stock Option Plan, as amended and
         restated through December 8, 1992 and Amendment to Hi-Lo 1990 Stock
         Option Plan dated January 25, 1993 (Incorporated by reference to
         Exhibit 10.2 to the Company's current report on Form 8-K dated January
         25, 1993 (File No. 1-10823)); and 1995 Amendment to Hi-Lo Stock Option
         Plan dated February 10, 1995 (Incorporated by reference to Exhibit 10.2
         to the Company's Annual Report on Form 10-K for the year ended December
         31, 1994).

 4.2  -- Specimen Common Stock Certificate (Incorporated by reference to
         Exhibit 4.1 to the Registration Statement on Form S-1 of the Company
         (File No. 33-39778)).

 4.3  -- Amended and Restated Certificate of Incorporation of the Company
         dated May 5, 1991, and filed with the Secretary of State of the State
         of Delaware on May 13, 1991 (Incorporated by reference to Exhibit 3.1
         to the Company's Quarterly Report on Form 10-Q for the period ended
         June 30, 1991 (File No. 0-19142)).

 4.4  -- Bylaws of the Company, as amended (Incorporated by reference to
         Exhibit 3.4 to the Registration Statement on Form S-1 of the Company
         (File No. 33-39778)).

 5.1  -- Opinion of Vinson & Elkins L.L.P.

23.1  -- Consent of Arthur Andersen LLP.

23.2  -- Consent of Vinson & Elkins (Contained in Exhibit 5.1).

24    -- Powers of Attorney.

                                       -6-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17435}]
{"company-data": {"conformed-name": "HI LO AUTOMOTIVE INC /DE", "cik": "0000874188", "assigned-sic": "5531", "irs-number": "760232254", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05323", "film-number": "96577451"}, "business-address": {"street1": "2575 W BELLFORT", "city": "HOUSTON", "state": "TX", "zip": "77054", "phone": "7136636700"}, "mail-address": {"street1": "2575 W BELLFORT", "city": "HOUSTON", "state": "TX", "zip": "77054"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1996

                                                 Registration No. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             HI-LO AUTOMOTIVE, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                  76-0232254
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification No.)

                               2575 WEST BELLFORT
                              HOUSTON, TEXAS 77054
          (Address of principal executive offices, including zip code)

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

                  HI-LO AUTOMOTIVE, INC. 1990 STOCK OPTION PLAN
                            (Full title of the plan)

                                K. GRANT HUTCHINS
                       VICE PRESIDENT AND GENERAL COUNSEL
                               2575 WEST BELLFORT
                              HOUSTON, TEXAS 77054
                     (Name and address of agent for service)

                                 (713) 663-9286
          (Telephone number, including area code, of agent for service)

                       copy to:     Jeffery B. Floyd
                                    Vinson & Elkins L.L.P.
                                    2500 First City Tower
                                    Houston, Texas 77002-6760

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
       Titles of                                     Proposed Maximum        Proposed maximum
   securities to be           Amount to be            offering price             aggregate               Amount of
      registered               registered                per unit*            offering price*         Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock,
    $.01 par value
       per share                 300,000                 $ 6.893                $2,067,975                 $1,034
======================================================================================================================
*    Estimated, solely for purposes of calculating the registration fee, in
     accordance with Rule 457(h) on the basis of the exercise price of options,
     to the extent known, and otherwise on the price of securities of the same
     class, as determined in accordance with Rule 457(c), using the high and low
     prices reported on the New York Stock Exchange on May 10, 1996.

- --------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENT BY REFERENCE.

     The following, which has been filed with the Securities and Exchange
Commission (the "Commission") by Hi-Lo Automotive, Inc., a Delaware corporation
(the "Company"), is incorporated herein by reference and made a part hereof:

     (a) Annual Report on Form 10-K for the year ended December 31, 1995;

     (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; and

     (c) Description of the Common Stock contained in the Registration Statement
         on Form 8-A filed on April 8, 1991 (Registration No. 0-19142).

     All documents filed subsequent to the effective date of this Registration
Statement 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 to this Registration Statement 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 herein
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 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Certificate of Incorporation of the Company, as amended, limits the
liability of directors of the Company to the Company and its stockholders (in
their capacity as directors but not in their capacity as officers) for monetary
damages for breach of their fiduciary duty to the fullest extent permitted by
Delaware law. Specifically, Delaware law provides that directors of the Company
will not be personally liable for monetary damages for breach of their fiduciary
duty as directors, except for liability resulting from (i) any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful payments of dividends or unlawful stock
repurchases or redemptions under Section 174 of the Delaware General Corporation
Law or (iv) any transaction from which the director derived an improper personal
benefit.

     The Company has authority under Section 145 of the General Corporation Law
of the State of Delaware to indemnify its officers, directors, employees and
agents to the extent provided in such statute. Article VI of the Company's
Bylaws provides for indemnification of the Company's officers, directors,
employees and agents. Article VI of the Company's Bylaws also provides that the
Company may maintain insurance, at its expense, to protect itself and any of its
directors, officers, employees or agents or any person serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other

                                       -2-

enterprise, against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

 4.1  -- Hi-Lo Automotive, Inc. 1990 Stock Option Plan, as amended and
         restated through December 8, 1992 and Amendment to Hi-Lo 1990 Stock
         Option Plan dated January 25, 1993 (Incorporated by reference to
         Exhibit 10.2 to the Company's current report on Form 8-K dated January
         25, 1993 (File No. 1-10823)); and 1995 Amendment to Hi-Lo Stock Option
         Plan dated February 10, 1995 (Incorporated by reference to Exhibit 10.2
         to the Company's Annual Report on Form 10-K for the year ended December
         31, 1994). . 4.2 -- Specimen Common Stock Certificate (Incorporated by
         reference to Exhibit 4.1 to the Registration Statement on Form S-1 of
         the Company (File No. 33-39778)).

 4.3  -- Amended and Restated Certificate of Incorporation of the Company
         dated May 5, 1991, and filed with the Secretary of State of the State
         of Delaware on May 13, 1991 (Incorporated by reference to Exhibit 3.1
         to the Company's Quarterly Report on Form 10-Q for the period ended
         June 30, 1991 (File No. 0-19142)).

 4.4  -- Bylaws of the Company, as amended (Incorporated by reference to
         Exhibit 3.4 to the Registration Statement on Form S-1 of the Company
         (File No. 33-39778)).

 5.1  -- Opinion of Vinson & Elkins L.L.P.

23.1  -- Consent of Arthur Andersen LLP.

23.2  -- Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).

24    -- Powers of Attorney.

ITEM 9. UNDERTAKINGS.

     The undersigned Company hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

                                       -3-

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

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

     PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Company pursuant
     to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in the Registration Statement.

     (2) That, for the purpose 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.

     (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.

     (4) That, for the purposes of determining any liability under the
     Securities Act of 1933, each filing of the Company's annual report pursuant
     to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
     (and, where applicable, each filing of an employee benefit plan's annual
     report pursuant to 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.

     (5) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the Company pursuant to the foregoing provisions, or otherwise, the
     Company 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
     Company of expenses incurred or paid by a director, officer or controlling
     persons of the Company in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling persons in
     connection with the securities being registered, the Company will, unless
     in the opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

                                       -4-

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 6th day of June,
1996.

                                               HI-LO AUTOMOTIVE, INC.

                                               By: /s/ T. MICHAEL YOUNG
                                                       T. Michael Young
                                                       Chairman, President and
                                                       Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the dates indicated.
Signature                                 Title                             Date
        ---------                                 -----                             ----
/s/ T. MICHAEL YOUNG                     Chairman, President, Chief              June 6, 1996
- -------------------------------------    Executive Officer and Director
    T. Michael Young                     (Principal Executive Officer)

/s/ GARY D. WALTHER                      Vice President -- Finance and Chief     June 6, 1996
- --------------------------------------   Financial Officer
    Gary D. Walther                      (Principal Financial Officer)

/s/ RICHARD C. ADKERSON*
- --------------------------------------   Director                                June 6, 1996
    Richard C. Adkerson

/s/ RICHARD Q. ARMSTRONG*
- --------------------------------------   Director                                June 6, 1996
    Richard Q. Armstrong

/s/ CHARLES P. DURKIN, JR.*
- --------------------------------------   Director                                June 6, 1996
    Charles P. Durkin, Jr.

/s/ E. JAMES LOWREY*
- --------------------------------------   Director                                June 6, 1996
    E. James Lowrey

/s/ EDWARD T. STORY*
- --------------------------------------   Director                                June 6, 1996
    Edward T. Story

*By: /s/ T. MICHAEL YOUNG                                                        June 6, 1996
    ----------------------------------
         T. Michael Young
         Attorney-in-Fact
-5-

                                  EXHIBIT INDEX

 4.1  -- Hi-Lo Automotive, Inc. 1990 Stock Option Plan, as amended and
         restated through December 8, 1992 and Amendment to Hi-Lo 1990 Stock
         Option Plan dated January 25, 1993 (Incorporated by reference to
         Exhibit 10.2 to the Company's current report on Form 8-K dated January
         25, 1993 (File No. 1-10823)); and 1995 Amendment to Hi-Lo Stock Option
         Plan dated February 10, 1995 (Incorporated by reference to Exhibit 10.2
         to the Company's Annual Report on Form 10-K for the year ended December
         31, 1994).

 4.2  -- Specimen Common Stock Certificate (Incorporated by reference to
         Exhibit 4.1 to the Registration Statement on Form S-1 of the Company
         (File No. 33-39778)).

 4.3  -- Amended and Restated Certificate of Incorporation of the Company
         dated May 5, 1991, and filed with the Secretary of State of the State
         of Delaware on May 13, 1991 (Incorporated by reference to Exhibit 3.1
         to the Company's Quarterly Report on Form 10-Q for the period ended
         June 30, 1991 (File No. 0-19142)).

 4.4  -- Bylaws of the Company, as amended (Incorporated by reference to
         Exhibit 3.4 to the Registration Statement on Form S-1 of the Company
         (File No. 33-39778)).

 5.1  -- Opinion of Vinson & Elkins L.L.P.

23.1  -- Consent of Arthur Andersen LLP.

23.2  -- Consent of Vinson & Elkins (Contained in Exhibit 5.1).

24    -- Powers of Attorney.

                                       -6-