<PAGE>

    As filed with the Securities and Exchange Commission on December 7, 2001

                                                         Registration No. ______
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

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

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

                   DELAWARE                                  38-3139487
        (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                  Identification No.)

              20101 HOOVER ROAD
              DETROIT, MICHIGAN                                48205
   (Address of Principal Executive Offices)                  (Zip Code)

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

                            NOBLE INTERNATIONAL, LTD.
                 2001 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

                            NOBLE INTERNATIONAL, LTD.
                            2001 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                              MICHAEL C. AZAR, ESQ.
                            NOBLE INTERNATIONAL, LTD.
                                20101 HOOVER ROAD
                             DETROIT, MICHIGAN 48205
                     (Name and address of agent for service)

                                 (313) 245-5600
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                   PROPOSED MAXIMUM         PROPOSED MAXIMUM
   TITLE OF SECURITIES         AMOUNT TO BE            OFFERING            AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED           REGISTERED          PRICE PER SHARE               PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                      <C>                     <C>
 Common Stock, par value
     $.001 per share          600,000 shares          $6.75                    $4,050,000             $1,012.50
======================================================================================================================
</TABLE>
<PAGE>
                                     PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by Noble International, Ltd.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement: (1) Annual Report
on Form 10-K for the year ended December 31, 2000; (2) Quarterly Reports on Form
10-Q for the quarters ended March 31 and June 30, 2001; (3) all other reports
filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2000;
and (4) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A (File No. 000-26595), including any
amendments or reports filed for the purpose of updating such description.

                  All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered pursuant to
this Registration Statement have been sold or that de-registers all shares of
Common Stock 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 consolidated financial statements of the Company
incorporated by reference in this Registration Statement have been audited by
Grant Thornton, LLP, independent public accountants for the periods indicated in
their report thereon which is incorporated by reference in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000. Such consolidated
financial statements have been incorporated herein by reference in reliance upon
the report of Grant Thornton, LLP, given on the authority of that firm as
experts in accounting and auditing. To the extent that Deloitte & Touche, LLP
audits and reports on the financial statements of the Company issued at future
dates, and consents to the use of their report thereon, such financial
statements will also be incorporated by reference in the Registration Statement
in reliance upon their report and said authority as experts.

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable. The Company's Common Stock to be offered
pursuant to this Registration Statement has been registered under Section 12 of
the Exchange Act as described in Item 3 of this Part II.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.






                                       2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Subsection (a) of Section 145 of the General Corporation Law
of Delaware ("DGCL") empowers 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 (other than an action by or in the right of the corporation), by
reason of the fact that such person 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 or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.

                  Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is a party or threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

                  Section 145 further provides that, to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the scope of indemnification extends to directors, officers,
employees or agents of a constituent corporation absorbed in a consolidation or
merger and persons serving in that capacity at the request of the constituent
corporation for another. Section 145 also empowers the corporation to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against or incurred by such person in any such
capacity or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liabilities under Section 145, including liabilities under the Securities Act.

                  Article VII of the Company's Bylaws and Article VI of the
Company's Certificate of Incorporation provides (a) for indemnification of the
Company's officers and directors to the full extent allowed by Delaware law and
(b) that the Company's directors do not have personal liability to the Company
or its stockholders for monetary damages for any breach of their fiduciary duty
as directors, except (i) for a breach of the duty of loyalty, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of the law, (iii)





                                       3
<PAGE>
for willful or negligent violations of certain provisions under the DGCL
imposing certain requirements with respect to stock repurchases, redemptions and
dividends, or (iv) for any transaction from which the director derived an
improper personal benefit. Subject to these exceptions, under Article VII of the
Bylaws and Article VI of the Certificate of Incorporation, directors do not have
any personal liability to the Company or its stockholders for any violation of
their fiduciary duty.

                  The Company has directors and officers liability insurance
which protects each director or officer from certain claims and suits, including
stockholder derivative suits, even where the director may be determined to not
be entitled to indemnification under the DGCL and claims and suits arising under
the Securities Act. The policy may also afford coverage under circumstances
where the facts do not justify a finding that the director or officer acted in
good faith and in a manner that was in or not opposed to the best interests of
the Company.

                  The foregoing represents a summary of the general effect of
the DGCL, the Company's Bylaws and Certificate of Incorporation, and the
Company's directors and officers liability insurance coverage for purposes of
general description only.

ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.

                  No securities are to be offered or resold pursuant to this
Registration Statement.

ITEM 8. EXHIBITS.

EXHIBIT NO.

4.1               Certificate of Incorporation of the Company (Incorporated by
                  reference to the Company's Registration Statement on Form 8-A
                  (File No. 000-26595)).

5.1               Opinion and Consent of Oppenheimer Wolff & Donnelly LLP (Filed
                  herewith electronically.)

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

23.2              Consent of Grant Thornton LLP (Filed herewith electronically.)

24.1              Power of Attorney (Included on page II-5 of this Registration
                  Statement.)

99.1              Noble International, Ltd. 2001 Non-Employee Director Stock
                  Incentive Plan (Incorporated by reference to the Company's
                  Definitive Proxy Statement on Form 14A filed with the
                  Commission on May 4, 2001 (File No. 001-13581).)

99.2              Noble International, Ltd. 2001 Stock Incentive Plan
                  (Incorporated by reference to the Company's Definitive Proxy
                  Statement on Form 14A filed with the Commission on May 4, 2001
                  (File No. 001-13581).)






                                       4
<PAGE>
ITEM 9. UNDERTAKINGS.

         (a)   The undersigned registrant hereby undertakes:

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

                     (i)    To include, any prospectus required by Section
                            10(a)(3) of the Securities Act 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 the 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 end of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to
                            Rule 424(b) under the Securities Act of 1933 if, in
                            the aggregate, the changes in volume and price
                            represent no more than a 20% 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 the registration statement.

                     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is contained
                     in periodic reports filed with or furnished to the
                     Commission by the registrant pursuant to Section 13 or
                     section 15(d) of the Securities Exchange Act of 1934 that
                     are incorporated by reference in the registration
                     statement.









                                       5
<PAGE>
               (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.

         (b)   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
               (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.

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








                                       6
<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 of 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 Detroit, State of Michigan, on December 7, 2001.

                                       NOBLE INTERNATIONAL, LTD.


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

                                POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on, December 7, 2001 by the following
persons in the capacities indicated.


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

/s/ Robert J. Skandalaris
------------------------------
Robert J. Skandalaris                     Chairman, Chief Executive Officer
                                          (Principal Executive Officer) and
                                          Director
/s/ David V. Harper
------------------------------
David V. Harper                           Chief Financial Officer (Principal
                                          Financial and Accounting Officer)

/s/ Mark T. Behrman
------------------------------
Mark T. Behrman                           Director

/s/ Lee M. Canaan
------------------------------
Lee M. Canaan                             Director




                                       7
<PAGE>
/s/ Stuart I. Greenbaum
------------------------------
Stuart I. Greenbaum                       Director

/s/ Daniel J. McEnroe
------------------------------
Daniel J. McEnroe                         Director

/s/ Jonathan P. Rye
------------------------------
Jonathan P. Rye                           Director

/s/ Anthony R. Tersigni
------------------------------
Anthony R. Tersigni                       Director



















                                       8
<PAGE>
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
NO.      ITEM                                                 METHOD OF FILING
---      ----                                                 ----------------
<S>      <C>                                                <C>
4.1      Certificate of Incorporation of the                Incorporated by reference to the Company's
         Company                                            Registration Statement on Form 8-A (File No.
                                                            000-26595)

5.1      Opinion and Consent of Oppenheimer                 Filed herewith electronically.
         Wolff & Donnelly LLP

23.1     Consent of Oppenheimer Wolff &                     Included in Exhibit 5.1.
         Donnelly LLP

23.2     Consent of Grant Thornton, LLP                     Filed herewith electronically.

24.1     Power of Attorney                                  Included on page II-5 of this Registration
                                                            Statement.

99.1     Noble International, Ltd. 2001 Non-                Incorporated by reference to the Company's
         Employee Director Stock Incentive Plan             Definitive Proxy Statement on Form 14A filed
                                                            with the Commission on May 4, 2001 (File No.
                                                            001-13581)

99.2     Noble International, Ltd. 2001 Stock               Incorporated by reference to the Company's
         Incentive Plan                                     Definitive Proxy Statement on Form 14A filed
                                                            with the Commission on May 4, 2001 (File No.
                                                            001-13581)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "k65395s-8.txt", "description": "REGISTRATION ON FORM S-8", "secsgml_size_bytes": 23549}]
{"company-data": {"conformed-name": "NOBLE INTERNATIONAL LTD", "cik": "0001034258", "assigned-sic": "3714", "irs-number": "383139487", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74784", "film-number": "1809064"}, "business-address": {"street1": "20101 HOOVER", "city": "DETROIT", "state": "MI", "zip": "48205", "phone": "2484333093"}, "mail-address": {"street1": "20101 HOOVER", "city": "DETROIT", "state": "MI", "zip": "48205"}}
As filed with the Securities and Exchange Commission on December 7, 2001

                                                         Registration No. ______
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

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

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

                   DELAWARE                                  38-3139487
        (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                  Identification No.)

              20101 HOOVER ROAD
              DETROIT, MICHIGAN                                48205
   (Address of Principal Executive Offices)                  (Zip Code)

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

                            NOBLE INTERNATIONAL, LTD.
                 2001 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

                            NOBLE INTERNATIONAL, LTD.
                            2001 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                              MICHAEL C. AZAR, ESQ.
                            NOBLE INTERNATIONAL, LTD.
                                20101 HOOVER ROAD
                             DETROIT, MICHIGAN 48205
                     (Name and address of agent for service)

                                 (313) 245-5600
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                   PROPOSED MAXIMUM         PROPOSED MAXIMUM
   TITLE OF SECURITIES         AMOUNT TO BE            OFFERING            AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED           REGISTERED          PRICE PER SHARE               PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value
     $.001 per share          600,000 shares          $6.75                    $4,050,000             $1,012.50
======================================================================================================================
PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by Noble International, Ltd.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement: (1) Annual Report
on Form 10-K for the year ended December 31, 2000; (2) Quarterly Reports on Form
10-Q for the quarters ended March 31 and June 30, 2001; (3) all other reports
filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2000;
and (4) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A (File No. 000-26595), including any
amendments or reports filed for the purpose of updating such description.

                  All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered pursuant to
this Registration Statement have been sold or that de-registers all shares of
Common Stock 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 consolidated financial statements of the Company
incorporated by reference in this Registration Statement have been audited by
Grant Thornton, LLP, independent public accountants for the periods indicated in
their report thereon which is incorporated by reference in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000. Such consolidated
financial statements have been incorporated herein by reference in reliance upon
the report of Grant Thornton, LLP, given on the authority of that firm as
experts in accounting and auditing. To the extent that Deloitte & Touche, LLP
audits and reports on the financial statements of the Company issued at future
dates, and consents to the use of their report thereon, such financial
statements will also be incorporated by reference in the Registration Statement
in reliance upon their report and said authority as experts.

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable. The Company's Common Stock to be offered
pursuant to this Registration Statement has been registered under Section 12 of
the Exchange Act as described in Item 3 of this Part II.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Subsection (a) of Section 145 of the General Corporation Law
of Delaware ("DGCL") empowers 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 (other than an action by or in the right of the corporation), by
reason of the fact that such person 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 or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.

                  Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is a party or threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

                  Section 145 further provides that, to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the scope of indemnification extends to directors, officers,
employees or agents of a constituent corporation absorbed in a consolidation or
merger and persons serving in that capacity at the request of the constituent
corporation for another. Section 145 also empowers the corporation to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against or incurred by such person in any such
capacity or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liabilities under Section 145, including liabilities under the Securities Act.

                  Article VII of the Company's Bylaws and Article VI of the
Company's Certificate of Incorporation provides (a) for indemnification of the
Company's officers and directors to the full extent allowed by Delaware law and
(b) that the Company's directors do not have personal liability to the Company
or its stockholders for monetary damages for any breach of their fiduciary duty
as directors, except (i) for a breach of the duty of loyalty, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of the law, (iii)

                                       3
for willful or negligent violations of certain provisions under the DGCL
imposing certain requirements with respect to stock repurchases, redemptions and
dividends, or (iv) for any transaction from which the director derived an
improper personal benefit. Subject to these exceptions, under Article VII of the
Bylaws and Article VI of the Certificate of Incorporation, directors do not have
any personal liability to the Company or its stockholders for any violation of
their fiduciary duty.

                  The Company has directors and officers liability insurance
which protects each director or officer from certain claims and suits, including
stockholder derivative suits, even where the director may be determined to not
be entitled to indemnification under the DGCL and claims and suits arising under
the Securities Act. The policy may also afford coverage under circumstances
where the facts do not justify a finding that the director or officer acted in
good faith and in a manner that was in or not opposed to the best interests of
the Company.

                  The foregoing represents a summary of the general effect of
the DGCL, the Company's Bylaws and Certificate of Incorporation, and the
Company's directors and officers liability insurance coverage for purposes of
general description only.

ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.

                  No securities are to be offered or resold pursuant to this
Registration Statement.

ITEM 8. EXHIBITS.

EXHIBIT NO.

4.1               Certificate of Incorporation of the Company (Incorporated by
                  reference to the Company's Registration Statement on Form 8-A
                  (File No. 000-26595)).

5.1               Opinion and Consent of Oppenheimer Wolff & Donnelly LLP (Filed
                  herewith electronically.)

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

23.2              Consent of Grant Thornton LLP (Filed herewith electronically.)

24.1              Power of Attorney (Included on page II-5 of this Registration
                  Statement.)

99.1              Noble International, Ltd. 2001 Non-Employee Director Stock
                  Incentive Plan (Incorporated by reference to the Company's
                  Definitive Proxy Statement on Form 14A filed with the
                  Commission on May 4, 2001 (File No. 001-13581).)

99.2              Noble International, Ltd. 2001 Stock Incentive Plan
                  (Incorporated by reference to the Company's Definitive Proxy
                  Statement on Form 14A filed with the Commission on May 4, 2001
                  (File No. 001-13581).)

                                       4
ITEM 9. UNDERTAKINGS.

         (a)   The undersigned registrant hereby undertakes:

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

                     (i)    To include, any prospectus required by Section
                            10(a)(3) of the Securities Act 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 the 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 end of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to
                            Rule 424(b) under the Securities Act of 1933 if, in
                            the aggregate, the changes in volume and price
                            represent no more than a 20% 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 the registration statement.

                     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is contained
                     in periodic reports filed with or furnished to the
                     Commission by the registrant pursuant to Section 13 or
                     section 15(d) of the Securities Exchange Act of 1934 that
                     are incorporated by reference in the registration
                     statement.

                                       5
(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.

         (b)   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
               (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.

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

                                       6
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 of 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 Detroit, State of Michigan, on December 7, 2001.

                                       NOBLE INTERNATIONAL, LTD.

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

                                POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on, December 7, 2001 by the following
persons in the capacities indicated.

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

/s/ Robert J. Skandalaris
------------------------------
Robert J. Skandalaris                     Chairman, Chief Executive Officer
                                          (Principal Executive Officer) and
                                          Director
/s/ David V. Harper
------------------------------
David V. Harper                           Chief Financial Officer (Principal
                                          Financial and Accounting Officer)

/s/ Mark T. Behrman
------------------------------
Mark T. Behrman                           Director

/s/ Lee M. Canaan
------------------------------
Lee M. Canaan                             Director

                                       7
/s/ Stuart I. Greenbaum
------------------------------
Stuart I. Greenbaum                       Director

/s/ Daniel J. McEnroe
------------------------------
Daniel J. McEnroe                         Director

/s/ Jonathan P. Rye
------------------------------
Jonathan P. Rye                           Director

/s/ Anthony R. Tersigni
------------------------------
Anthony R. Tersigni                       Director

                                       8
INDEX TO EXHIBITS
NO.      ITEM                                                 METHOD OF FILING
---      ----                                                 ----------------
4.1      Certificate of Incorporation of the                Incorporated by reference to the Company's
         Company                                            Registration Statement on Form 8-A (File No.
                                                            000-26595)

5.1      Opinion and Consent of Oppenheimer                 Filed herewith electronically.
         Wolff & Donnelly LLP

23.1     Consent of Oppenheimer Wolff &                     Included in Exhibit 5.1.
         Donnelly LLP

23.2     Consent of Grant Thornton, LLP                     Filed herewith electronically.

24.1     Power of Attorney                                  Included on page II-5 of this Registration
                                                            Statement.

99.1     Noble International, Ltd. 2001 Non-                Incorporated by reference to the Company's
         Employee Director Stock Incentive Plan             Definitive Proxy Statement on Form 14A filed
                                                            with the Commission on May 4, 2001 (File No.
                                                            001-13581)

99.2     Noble International, Ltd. 2001 Stock               Incorporated by reference to the Company's
         Incentive Plan                                     Definitive Proxy Statement on Form 14A filed
                                                            with the Commission on May 4, 2001 (File No.
                                                            001-13581)