<PAGE>

As filed with the Securities and Exchange Commission on December 20, 1996
                                                  Registration No. 333-
-----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

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

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

                          AFTERMARKET TECHNOLOGY CORP.
             (Exact Name of Registrant as Specified in its Charter)


              DELAWARE                                         95-4486486   
     (State or Other Jurisdiction                          (I.R.S. Employer
   of Incorporation or Organization)                     Identification Number)

  33309 FIRST WAY SOUTH, SUITE A-206                              98003
       FEDERAL WAY, WASHINGTON                                  (Zip Code)
(Address of Principal Executive Offices)

                            1996 STOCK INCENTIVE PLAN
                                       and
                                HARTNETT WARRANT
                            (Full Title of the Plans)

                               STEPHEN J. PERKINS
                             CHIEF EXECUTIVE OFFICER
                          AFTERMARKET TECHNOLOGY CORP.
                       33309 FIRST WAY SOUTH, SUITE A-206
                         FEDERAL WAY, WASHINGTON  98003
                                 (206) 838-0346
      (Name, Address, Including Zip Code, and Telephone Number, Including Area 
                            Code, of Agent for Service)

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

                                   Copies to:

                              BRUCE D. MEYER, ESQ.
                         GIBSON, DUNN & CRUTCHER LLP
                            333 SOUTH GRAND AVENUE
                    LOS ANGELES, CALIFORNIA  90071-3197
                                  (213) 229-7000

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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
                                       CALCULATION OF REGISTRATION FEE 
---------------------------------------------------------------------------------------------------------------
                                                    PROPOSED            PROPOSED MAXIMUM       AMOUNT OF   
TITLE OF SECURITIES           AMOUNT TO BE    MAXIMUM OFFERING PRICE   AGGREGATE OFFERING    REGISTRATION
TO BE REGISTERED             REGISTERED (1)      PER SHARE (2)              PRICE (2)             FEE
<S>                         <C>               <C>                      <C>                   <C>
--------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share. . . . . .      2,470,176               N/A                  $8,144,891          $2,469
--------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Of the 2,470,176 shares of Common Stock being registered 
    hereunder, up to (i) 2,400,000 of the shares are reserved for issuance 
    pursuant to the 1996 Stock Incentive Plan (the "1996 Plan") and 
    (ii) 70,176 of the shares are reserved for issuance pursuant to the 
    Warrant Agreement, dated as of December 20, 1996, between Michael 
    J. Hartnett and Aftermarket Technology Corp. (the "Hartnett 
    Warrant"). Pursuant to Rule 416, there also is being registered 
    such number of additional shares of Common Stock which may become 
    available for issuance pursuant to the foregoing 1996 Plan and 
    Hartnett Warrant in the event of certain changes in outstanding 
    shares, including reorganizations, recapitalizations, stock splits, 
    stock dividends and reverse stock splits.

(2) Estimated solely for the purpose of calculating the 
    registration fee. The registration fee has been calculated in 
    accordance with Rule 457(h) under the Securities Act of 1933 (a) in 
    the case of 127,782 shares registered with respect to options that are
    available for award under the 1996 Plan, based upon the 
    average price of the Common Stock on December 17, 1996, which was 
    $15.6875; (b) in the case of 2,342,394 shares registered with 
    respect to options and warrants being granted under the 1996 Plan and 
    Hartnett Warrant, with an aggregate exercise price of $6,140,310, 
    based upon the price at which the options and warrants may be 
    exercised, which averages approximately $2.62 per share.

<PAGE>
                                       
                                    PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.PLAN INFORMATION.

     Not filed as part of this Registration Statement pursuant to Note to 
Part 1 of Form S-8.

ITEM 2.REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not filed as part of this Registration Statement pursuant to Note to 
Part 1 of Form S-8.
                                       
                                    PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents of the Registrant heretofore filed with the 
Securities and Exchange Commission (the "Commission") are hereby incorporated 
in this Registration Statement by reference:

(1)  The Registrant's latest prospectus filed pursuant to Rule 424(b) under
     the Securities Act of 1933, as amended (the "Securities Act"), that 
     contains audited financial statements for the Registrant's latest fiscal
     year for which such statements have been  filed;

(2)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), since 
     the end of the fiscal year covered by Registrant's prospectus referred to 
     in (1) above;

(3)  The description of the Common Stock set forth under the caption 
     "Description of Capital Stock" in the Registrant's registration 
     statement on Form 8-A, filed with the Commission on November 27, 1996, 
     File No. 000-21803, together with any amendment or report filed with the 
     Commission for the purpose of updating such description. 

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

     Any statement contained herein or in a document incorporated or deemed 
to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of 

                                     II-1

<PAGE>

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 earlier 
statement.  Any statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this 
Registration Statement. 

ITEM 4.DESCRIPTION OF SECURITIES. 

     Not applicable. 

ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL. 
     
     In 1994, in connection with the formation of the Registrant, certain 
partners of Gibson, Dunn & Crutcher LLP acquired beneficial interests in 
shares representing in the aggregate less than 1% of all outstanding Common 
Stock at the same price per share paid by other purchasers of Common Stock on 
or prior to that date.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

     Section 145 of the Delaware General Corporation Law (the "DGCL") makes 
provision for the indemnification of officers and directors in terms 
sufficiently broad to indemnify officers and directors of the Registrant 
under certain circumstances from liabilities (including reimbursement for 
expenses incurred) arising under the Securities Act. The Registrant's 
Certificate of Incorporation and Bylaws provide, in effect, that, to the 
fullest extent and under the circumstances permitted by Section 145 of the 
DGCL, the Registrant will indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed action, 
suit or proceeding, whether civil, criminal, administrative or investigative, 
by reason of the fact that he is a director or officer of the Registrant or 
is or was serving at the request of the Registrant as a director or officer 
of another corporation or enterprise. The Registrant may, in its discretion, 
similarly indemnify its employees and agents. The Certificate of 
Incorporation relieves its directors from monetary damages to the Registrant 
or its stockholders for breach of such director's fiduciary duty as directors 
to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of the 
DGCL, a corporation may relieve its directors from personal liability to such 
corporation 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 failure to act in good faith, (iii) for intentional misconduct or 
knowing violation of law, (iv) for willful or negligent violation of certain 
provisions in the DGCL imposing certain requirements with respect to stock 
repurchases, redemption and dividends, or (v) for any transactions from which 
the director derived an improper personal benefit. Depending upon the 
character of the proceeding, under Delaware law, the Registrant may indemnify 
against expenses (including attorneys' fees), judgments, fines and amounts 
paid in settlement actually and reasonably incurred in connection with any 
action, suit or proceeding if the person indemnified acted in good faith and 
in a manner he or she reasonably believed to be in or not opposed to the best 
interest of the Registrant, and, with respect to any criminal action or 
proceeding, had no cause to believe his or her conduct was unlawful. To the 
extent that a director or officer of the Registrant has been successful in 
the defense of any action, suit or proceeding referred to above, the 
Registrant will be obligated to indemnify him or her against expenses 
(including attorneys' fees) actually and reasonably incurred in connection 
therewith. 

                                     II-2

<PAGE>

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 Registrant with the Commission, each of the following 
exhibits is filed herewith:

     5     Opinion of Gibson, Dunn & Crutcher LLP.
     23.1  Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
     23.2  Consent of Ernst & Young LLP (independent auditors).

ITEM 9.UNDERTAKINGS.

     (1)  The undersigned Registrant hereby undertakes:

          (a)  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;

                    (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 and of the estimated 
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the 
               aggregate, the changes in volume and price represent no more 
               than a 20 percent change in the maximum aggregate offering price
               set forth in the "Calculation of Registration Fee" table in the 
               effective registration statement;

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

     PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(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 Registrant 
pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
incorporated by reference in this registration statement.           

                                     II-3

<PAGE>

          (b)  That, for the purpose of determining any liability under the 
               Securities Act, each such post-effective amendment shall be 
               deemed to be a new registration statement relating to the 
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial BONA FIDE 
               offering thereof.
          
          (c)  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.

     (2)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act 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.

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

                                     II-4

<PAGE>
                                       
                                   SIGNATURES 

Pursuant to the requirements of the Securities Act, the Registrant certifies 
that it has reasonable grounds to believe that it meets all the requirements 
for filing on Form S-8 and has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, there-unto duly authorized, in the 
City of Federal Way, State of Washington, on this 20th day of December, 1996. 

                                       AFTERMARKET TECHNOLOGY CORP.
                                       
                                       By:       /s/                        
                                          ------------------------
                                          Stephen J. Perkins
                                          President and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Stephen J. 
Perkins and John C. Kent, and each of them, his true and lawful 
attorney-in-fact, each with full power of substitution and resubstitution, 
severally, for him and in his name, place and stead, in any and all 
capacities, to sign any and 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 and necessary to be done in and about the premises, as fully to all 
intents and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.  

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

      Signature                   Title                          Date
      ---------                   -----                          ---- 
         /s/       
-------------------    President and Chief Executive        December 20, 1996
Stephen J. Perkins     Officer and Director (Principal 
                              Executive Officer)

         /s/                           
-------------------    Chief Financial Officer (Principal   December 20, 1996
John C. Kent                  Financial Officer)

         /s/                           
-------------------    Corporation Controller (Principal    December 20, 1996
Daniel C. Buie                Accounting Officer)

         /s/                           
-------------------    Chairman of the Board of Directors   December 20, 1996
William A. Smith         

         /s/                           
-------------------                 Director                December 20, 1996
Richard R. Crowell 

         /s/                           
-------------------                 Director                December 20, 1996
Mark C. Hardy      

         /s/                           
-------------------                 Director                December 20, 1996
Michael J. Hartnett 

         /s/                           
-------------------                 Director                December 20, 1996
Kurt B. Larsen         

                                     II-5

<PAGE>

         /s/                           
-------------------                 Director                December 20, 1996
William E. Myers, Jr.  

         /s/                           
-------------------                 Director                December 20, 1996
Richard K. Roeder      





                                     II-6

<PAGE>

                                INDEX TO EXHIBITS


 EXHIBIT
  NUMBER                   DESCRIPTION OF EXHIBIT
 -------                   ----------------------

    5         Opinion of Gibson, Dunn & Crutcher LLP.

  23.1        Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).

  23.2        Consent of Ernst & Young LLP.

  24.1        Power of Attorney (included on the signature pages of this 
              Registration Statement).





                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20386}]
{"company-data": {"conformed-name": "AFTERMARKET TECHNOLOGY CORP", "cik": "0000933405", "assigned-sic": "3714", "irs-number": "954486486", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18495", "film-number": "96684416"}, "business-address": {"street1": "33309 1ST WAY SOUTH", "street2": "STE A 206", "city": "FEDERAL WAY", "state": "WA", "zip": "98003", "phone": "2068380346"}, "mail-address": {"street1": "33309 FIRST WAY S", "street2": "SUITE A 206", "city": "FEDERAL WAY", "state": "WA", "zip": "98003"}}
As filed with the Securities and Exchange Commission on December 20, 1996
                                                  Registration No. 333-
-----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

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

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

                          AFTERMARKET TECHNOLOGY CORP.
             (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                                         95-4486486   
     (State or Other Jurisdiction                          (I.R.S. Employer
   of Incorporation or Organization)                     Identification Number)

  33309 FIRST WAY SOUTH, SUITE A-206                              98003
       FEDERAL WAY, WASHINGTON                                  (Zip Code)
(Address of Principal Executive Offices)

                            1996 STOCK INCENTIVE PLAN
                                       and
                                HARTNETT WARRANT
                            (Full Title of the Plans)

                               STEPHEN J. PERKINS
                             CHIEF EXECUTIVE OFFICER
                          AFTERMARKET TECHNOLOGY CORP.
                       33309 FIRST WAY SOUTH, SUITE A-206
                         FEDERAL WAY, WASHINGTON  98003
                                 (206) 838-0346
      (Name, Address, Including Zip Code, and Telephone Number, Including Area 
                            Code, of Agent for Service)

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

                                   Copies to:

                              BRUCE D. MEYER, ESQ.
                         GIBSON, DUNN & CRUTCHER LLP
                            333 SOUTH GRAND AVENUE
                    LOS ANGELES, CALIFORNIA  90071-3197
                                  (213) 229-7000

                                --------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
                                       CALCULATION OF REGISTRATION FEE 
---------------------------------------------------------------------------------------------------------------
                                                    PROPOSED            PROPOSED MAXIMUM       AMOUNT OF   
TITLE OF SECURITIES           AMOUNT TO BE    MAXIMUM OFFERING PRICE   AGGREGATE OFFERING    REGISTRATION
TO BE REGISTERED             REGISTERED (1)      PER SHARE (2)              PRICE (2)             FEE
--------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share. . . . . .      2,470,176               N/A                  $8,144,891          $2,469
--------------------------------------------------------------------------------------------------------------
(1) Of the 2,470,176 shares of Common Stock being registered 
    hereunder, up to (i) 2,400,000 of the shares are reserved for issuance 
    pursuant to the 1996 Stock Incentive Plan (the "1996 Plan") and 
    (ii) 70,176 of the shares are reserved for issuance pursuant to the 
    Warrant Agreement, dated as of December 20, 1996, between Michael 
    J. Hartnett and Aftermarket Technology Corp. (the "Hartnett 
    Warrant"). Pursuant to Rule 416, there also is being registered 
    such number of additional shares of Common Stock which may become 
    available for issuance pursuant to the foregoing 1996 Plan and 
    Hartnett Warrant in the event of certain changes in outstanding 
    shares, including reorganizations, recapitalizations, stock splits, 
    stock dividends and reverse stock splits.

(2) Estimated solely for the purpose of calculating the 
    registration fee. The registration fee has been calculated in 
    accordance with Rule 457(h) under the Securities Act of 1933 (a) in 
    the case of 127,782 shares registered with respect to options that are
    available for award under the 1996 Plan, based upon the 
    average price of the Common Stock on December 17, 1996, which was 
    $15.6875; (b) in the case of 2,342,394 shares registered with 
    respect to options and warrants being granted under the 1996 Plan and 
    Hartnett Warrant, with an aggregate exercise price of $6,140,310, 
    based upon the price at which the options and warrants may be 
    exercised, which averages approximately $2.62 per share.
PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.PLAN INFORMATION.

     Not filed as part of this Registration Statement pursuant to Note to 
Part 1 of Form S-8.

ITEM 2.REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not filed as part of this Registration Statement pursuant to Note to 
Part 1 of Form S-8.
                                       
                                    PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents of the Registrant heretofore filed with the 
Securities and Exchange Commission (the "Commission") are hereby incorporated 
in this Registration Statement by reference:

(1)  The Registrant's latest prospectus filed pursuant to Rule 424(b) under
     the Securities Act of 1933, as amended (the "Securities Act"), that 
     contains audited financial statements for the Registrant's latest fiscal
     year for which such statements have been  filed;

(2)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), since 
     the end of the fiscal year covered by Registrant's prospectus referred to 
     in (1) above;

(3)  The description of the Common Stock set forth under the caption 
     "Description of Capital Stock" in the Registrant's registration 
     statement on Form 8-A, filed with the Commission on November 27, 1996, 
     File No. 000-21803, together with any amendment or report filed with the 
     Commission for the purpose of updating such description. 

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

     Any statement contained herein or in a document incorporated or deemed 
to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of 

                                     II-1
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 earlier 
statement.  Any statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this 
Registration Statement. 

ITEM 4.DESCRIPTION OF SECURITIES. 

     Not applicable. 

ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL. 
     
     In 1994, in connection with the formation of the Registrant, certain 
partners of Gibson, Dunn & Crutcher LLP acquired beneficial interests in 
shares representing in the aggregate less than 1% of all outstanding Common 
Stock at the same price per share paid by other purchasers of Common Stock on 
or prior to that date.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

     Section 145 of the Delaware General Corporation Law (the "DGCL") makes 
provision for the indemnification of officers and directors in terms 
sufficiently broad to indemnify officers and directors of the Registrant 
under certain circumstances from liabilities (including reimbursement for 
expenses incurred) arising under the Securities Act. The Registrant's 
Certificate of Incorporation and Bylaws provide, in effect, that, to the 
fullest extent and under the circumstances permitted by Section 145 of the 
DGCL, the Registrant will indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed action, 
suit or proceeding, whether civil, criminal, administrative or investigative, 
by reason of the fact that he is a director or officer of the Registrant or 
is or was serving at the request of the Registrant as a director or officer 
of another corporation or enterprise. The Registrant may, in its discretion, 
similarly indemnify its employees and agents. The Certificate of 
Incorporation relieves its directors from monetary damages to the Registrant 
or its stockholders for breach of such director's fiduciary duty as directors 
to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of the 
DGCL, a corporation may relieve its directors from personal liability to such 
corporation 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 failure to act in good faith, (iii) for intentional misconduct or 
knowing violation of law, (iv) for willful or negligent violation of certain 
provisions in the DGCL imposing certain requirements with respect to stock 
repurchases, redemption and dividends, or (v) for any transactions from which 
the director derived an improper personal benefit. Depending upon the 
character of the proceeding, under Delaware law, the Registrant may indemnify 
against expenses (including attorneys' fees), judgments, fines and amounts 
paid in settlement actually and reasonably incurred in connection with any 
action, suit or proceeding if the person indemnified acted in good faith and 
in a manner he or she reasonably believed to be in or not opposed to the best 
interest of the Registrant, and, with respect to any criminal action or 
proceeding, had no cause to believe his or her conduct was unlawful. To the 
extent that a director or officer of the Registrant has been successful in 
the defense of any action, suit or proceeding referred to above, the 
Registrant will be obligated to indemnify him or her against expenses 
(including attorneys' fees) actually and reasonably incurred in connection 
therewith. 

                                     II-2
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 Registrant with the Commission, each of the following 
exhibits is filed herewith:

     5     Opinion of Gibson, Dunn & Crutcher LLP.
     23.1  Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
     23.2  Consent of Ernst & Young LLP (independent auditors).

ITEM 9.UNDERTAKINGS.

     (1)  The undersigned Registrant hereby undertakes:

          (a)  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;

                    (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 and of the estimated 
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the 
               aggregate, the changes in volume and price represent no more 
               than a 20 percent change in the maximum aggregate offering price
               set forth in the "Calculation of Registration Fee" table in the 
               effective registration statement;

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

     PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(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 Registrant 
pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
incorporated by reference in this registration statement.           

                                     II-3
(b)  That, for the purpose of determining any liability under the 
               Securities Act, each such post-effective amendment shall be 
               deemed to be a new registration statement relating to the 
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial BONA FIDE 
               offering thereof.
          
          (c)  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.

     (2)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act 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.

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

                                     II-4
SIGNATURES 

Pursuant to the requirements of the Securities Act, the Registrant certifies 
that it has reasonable grounds to believe that it meets all the requirements 
for filing on Form S-8 and has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, there-unto duly authorized, in the 
City of Federal Way, State of Washington, on this 20th day of December, 1996. 

                                       AFTERMARKET TECHNOLOGY CORP.
                                       
                                       By:       /s/                        
                                          ------------------------
                                          Stephen J. Perkins
                                          President and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Stephen J. 
Perkins and John C. Kent, and each of them, his true and lawful 
attorney-in-fact, each with full power of substitution and resubstitution, 
severally, for him and in his name, place and stead, in any and all 
capacities, to sign any and 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 and necessary to be done in and about the premises, as fully to all 
intents and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.  

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

      Signature                   Title                          Date
      ---------                   -----                          ---- 
         /s/       
-------------------    President and Chief Executive        December 20, 1996
Stephen J. Perkins     Officer and Director (Principal 
                              Executive Officer)

         /s/                           
-------------------    Chief Financial Officer (Principal   December 20, 1996
John C. Kent                  Financial Officer)

         /s/                           
-------------------    Corporation Controller (Principal    December 20, 1996
Daniel C. Buie                Accounting Officer)

         /s/                           
-------------------    Chairman of the Board of Directors   December 20, 1996
William A. Smith         

         /s/                           
-------------------                 Director                December 20, 1996
Richard R. Crowell 

         /s/                           
-------------------                 Director                December 20, 1996
Mark C. Hardy      

         /s/                           
-------------------                 Director                December 20, 1996
Michael J. Hartnett 

         /s/                           
-------------------                 Director                December 20, 1996
Kurt B. Larsen         

                                     II-5
/s/                           
-------------------                 Director                December 20, 1996
William E. Myers, Jr.  

         /s/                           
-------------------                 Director                December 20, 1996
Richard K. Roeder      

                                     II-6
INDEX TO EXHIBITS

 EXHIBIT
  NUMBER                   DESCRIPTION OF EXHIBIT
 -------                   ----------------------

    5         Opinion of Gibson, Dunn & Crutcher LLP.

  23.1        Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).

  23.2        Consent of Ernst & Young LLP.

  24.1        Power of Attorney (included on the signature pages of this 
              Registration Statement).

                                     II-7