<PAGE>

  As Filed with the Securities and Exchange Commission on June 30, 1995

                                                   Registration No. 33
===========================================================================
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549

                            ---------

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

                            ---------

                STERLING ELECTRONICS CORPORATION
     (Exact name of registrant as specified in its charter)

NEVADA                                     74-1261194
(State or other jurisdiction of            (I.R.S. Employer Identification
organization)                              Number)

                     4201 SOUTHWEST FREEWAY
                      HOUSTON, TEXAS 77027
  (Address of principal executive offices, including zip code)

     STERLING ELECTRONICS CORPORATION 1994 STOCK OPTION PLAN
                      (Full title of plan)

                       RONALD S. SPOLANE
                     4201 SOUTHWEST FREEWAY
                      HOUSTON, TEXAS 77027
             (Name and address of agent for service)

                         (713) 627-9800
  (Telephone number, including area code, of agent for service)

                            ---------

                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================
Title of securities to be   Amount to be    Proposed maximum     Proposed         Amount of
registered                  registered      offering price per   maximum          registration
                                            unit*                aggregate        fee
                                                                 offering price*
- --------------------------------------------------------------------------------------------
<S>                         <C>             <C>                  <C>              <C>
Common Stock, $0.50         500,000 Shares  $13.964              $6,982,000       $2,408
par value per share
============================================================================================
<FN>
*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended, based on the option exercise price of options granted to purchase
192,000 shares of Common Stock, and the average of the high and low prices of
the Common Stock on June 26, 1995, as to 308,000 shares of Common Stock.
</TABLE>
<PAGE>

                             Part II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following, which have been filed with the Securities and Exchange
Commission (the "Commission") by Sterling Electronics Corporation, a Nevada
corporation ("Sterling" or the "Company"), are incorporated herein by
reference and made a part hereof:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
April 1, 1995.

     (b) 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
fiscal year ended April 1, 1995.

     (c) The description of the Company's common stock, par value $0.50 per
share (the "Common Stock"), which is contained in a Registration Statement on
Form S-1 (File No. 33-28665) as amended, filed with the Commission on May 11,
1989, and a Registration Statement on Form 8-A (File No. 1-1522), as amended,
filed with the Commission June 27, 1994 under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

     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 Exchange Act 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 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

     As provided for in Section 78.037 of the Nevada Revised Statutes
("NRS"), Article XII of the Company's Articles of incorporation, as amended
(the "Articles") ("Article XII"), eliminates or limits the personal liability
of directors for damages for breach of fiduciary duty as a director, except
for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of the law, or the unlawful payment of a dividend.

     Article XII further provides that any person who is or was made a party
or is threatened to be made a party to an action by reason of the fact that
he is a director or officer of the Company shall be indemnified and held
harmless by the Company to the full extent authorized  by Nevada law against
all expense liability and loss incurred in connection therewith.

<PAGE>

     With respect to the extent a corporation is permitted to indemnify its
directors and officers, NRS Section 78.751 provides as follows:

   1) A corporation may 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,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he 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 his conduct
was unlawful.  The termination of any action, suit or proceeding, by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, or itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.

   2) A corporation may indemnify any person who was or is a party or is
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 he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation.  Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expense as the court deems proper.

   3) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to the subsections 1 and 2, or in defense
of any claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

   4) Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances.  The determination must be made:

     (a)  By the stockholders;

     (b)  By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding;

     (c)  If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or

     (d)  If a quorum consisting of directors who were not parties to the
act, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.


<PAGE>

   5) The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final deposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights to advancement of
expenses to which corporate personnel other than directors or officers may be
entitled under any contract or otherwise by law.

   6) The indemnification and advancement of expenses authorized in or
ordered  by a court pursuant to this section:

     (a)  Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omission involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.

     (b)   Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

     Article V of the Company's bylaws provides that each director and
officer of the Company shall be indemnified by the Company against
liabilities and expenses incurred by him in connection with any claim made
against him by reason of having been such a director or officer except:
(i) when he is adjudged to be liable for negligence or misconduct in the
performance of a duty; (ii) with respect to matters settled, independent
counsel shall have deemed the settlement payment not to be reasonable; or
(iii) where such indemnification would be against public policy.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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  Securities and Exchange 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 - Sterling Electronics Corporation 1994 Stock Option Plan

4.2 - Form of Stock Option Agreement of Sterling Electronics Corporation 1994
      Stock Option Plan

4.3 - Specimen stock certificates evidencing Common Stock of Sterling
      Electronics Corporation (Incorporated by reference to Exhibit 4.3 to the
      Registration Statement on Form S-1 of the Company (File No. 33-28665)
      filed with the Securities and Exchange Commission on May 11, 1989)

<PAGE>

4.4 - Articles of Incorporation, as amended, of the Company (Incorporated by
      reference to Exhibit 3.1 to the Registration Statement on Form S-1 of
      the Company (File No. 33-28665) filed with the Securities and Exchange
      Commission on May 11, 1989)

4.5 - Bylaws, as amended, of the Company (Incorporated by reference to
      Exhibit 3.2 to the Registration Statement on Form S-1 of the Company
      (File No. 33-28665) filed with the Securities and Exchange Commission on
      May 11, 1989)

5.1 - Opinion of Schlanger, Mills, Mayer & Grossberg, L.L.P.

23.1 - Consent of Ernst & Young LLP

24.1 - Powers of Attorney


ITEM 9. UNDERTAKING

     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;

     (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 of any
     material change to such information in the 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 the 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,

<PAGE>

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
person 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.

<PAGE>

                            SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THE
27TH DAY OF JUNE, 1995.

                            STERLING ELECTRONICS CORPORATION

                            By: /s/ Mac McConnell
                                ----------------------------------
                                Mac McConnell, Vice President-Finance
                                and Chief Financial Officer

     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 DATE INDICATED.


Signature                     Title                       Date
- ---------                     -----                       ----

RONALD S. SPOLANE*       Chairman of the Board,      June 27, 1995
- ----------------------   President, Chief
Ronald S. Spolane        Executive Officer and
                         Director (Principal
                         Executive Officer)

DAVID A. SPOLANE*        Executive Vice President    June 27, 1995
- ----------------------   and Director
David A. Spolane

Mac McCONNELL            Vice President-Finance      June 27, 1995
- ----------------------   Chief Financial Officer
Mac McConnell            Principal Financial
                         and Accounting Officer)

LEON WEBB, JR.*          Vice President,             June 27, 1995
- ----------------------   Secretary and
Leon Webb, Jr.           Treasurer

JAY H. GOLDING*          Director                    June 27, 1995
- ----------------------
Jay H. Golding

S. M. LAMBERT*           Director                    June 27, 1995
- ----------------------
S. M. Lambert, Ph. D.

HERSCHEL G. MALTZ*       Director                    June 27, 1995
- ----------------------
Herschel G. Maltz

DAVID R. TOOMIM*         Director                    June 27, 1995
- ----------------------
David R. Toomim

*By: Mac McConnell
     -----------------
     Mac McConnell, Attorney-In-Fact                 June 27, 1995
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20222}]
{"company-data": {"conformed-name": "STERLING ELECTRONICS CORP", "cik": "0000094136", "assigned-sic": "5065", "irs-number": "741261194", "state-of-incorporation": "NV", "fiscal-year-end": "0330"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60777", "film-number": "95551525"}, "business-address": {"street1": "4201 SOUTHWEST FWY", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7136279800"}, "mail-address": {"street1": "P O BOX 1229", "city": "HOUSTON", "state": "TX", "zip": "77251-1229"}, "former-company": {"former-conformed-name": "STERLING ELECTRONICS INC", "date-changed": "19680718"}}
As Filed with the Securities and Exchange Commission on June 30, 1995

                                                   Registration No. 33
===========================================================================
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549

                            ---------

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

                            ---------

                STERLING ELECTRONICS CORPORATION
     (Exact name of registrant as specified in its charter)

NEVADA                                     74-1261194
(State or other jurisdiction of            (I.R.S. Employer Identification
organization)                              Number)

                     4201 SOUTHWEST FREEWAY
                      HOUSTON, TEXAS 77027
  (Address of principal executive offices, including zip code)

     STERLING ELECTRONICS CORPORATION 1994 STOCK OPTION PLAN
                      (Full title of plan)

                       RONALD S. SPOLANE
                     4201 SOUTHWEST FREEWAY
                      HOUSTON, TEXAS 77027
             (Name and address of agent for service)

                         (713) 627-9800
  (Telephone number, including area code, of agent for service)

                            ---------

                 CALCULATION OF REGISTRATION FEE
============================================================================================
Title of securities to be   Amount to be    Proposed maximum     Proposed         Amount of
registered                  registered      offering price per   maximum          registration
                                            unit*                aggregate        fee
                                                                 offering price*
- --------------------------------------------------------------------------------------------
Common Stock, $0.50         500,000 Shares  $13.964              $6,982,000       $2,408
par value per share
============================================================================================
*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended, based on the option exercise price of options granted to purchase
192,000 shares of Common Stock, and the average of the high and low prices of
the Common Stock on June 26, 1995, as to 308,000 shares of Common Stock.
Part II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following, which have been filed with the Securities and Exchange
Commission (the "Commission") by Sterling Electronics Corporation, a Nevada
corporation ("Sterling" or the "Company"), are incorporated herein by
reference and made a part hereof:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
April 1, 1995.

     (b) 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
fiscal year ended April 1, 1995.

     (c) The description of the Company's common stock, par value $0.50 per
share (the "Common Stock"), which is contained in a Registration Statement on
Form S-1 (File No. 33-28665) as amended, filed with the Commission on May 11,
1989, and a Registration Statement on Form 8-A (File No. 1-1522), as amended,
filed with the Commission June 27, 1994 under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

     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 Exchange Act 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 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

     As provided for in Section 78.037 of the Nevada Revised Statutes
("NRS"), Article XII of the Company's Articles of incorporation, as amended
(the "Articles") ("Article XII"), eliminates or limits the personal liability
of directors for damages for breach of fiduciary duty as a director, except
for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of the law, or the unlawful payment of a dividend.

     Article XII further provides that any person who is or was made a party
or is threatened to be made a party to an action by reason of the fact that
he is a director or officer of the Company shall be indemnified and held
harmless by the Company to the full extent authorized  by Nevada law against
all expense liability and loss incurred in connection therewith.
With respect to the extent a corporation is permitted to indemnify its
directors and officers, NRS Section 78.751 provides as follows:

   1) A corporation may 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,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he 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 his conduct
was unlawful.  The termination of any action, suit or proceeding, by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, or itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.

   2) A corporation may indemnify any person who was or is a party or is
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 he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation.  Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expense as the court deems proper.

   3) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to the subsections 1 and 2, or in defense
of any claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

   4) Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances.  The determination must be made:

     (a)  By the stockholders;

     (b)  By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding;

     (c)  If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or

     (d)  If a quorum consisting of directors who were not parties to the
act, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
5) The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final deposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights to advancement of
expenses to which corporate personnel other than directors or officers may be
entitled under any contract or otherwise by law.

   6) The indemnification and advancement of expenses authorized in or
ordered  by a court pursuant to this section:

     (a)  Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omission involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.

     (b)   Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

     Article V of the Company's bylaws provides that each director and
officer of the Company shall be indemnified by the Company against
liabilities and expenses incurred by him in connection with any claim made
against him by reason of having been such a director or officer except:
(i) when he is adjudged to be liable for negligence or misconduct in the
performance of a duty; (ii) with respect to matters settled, independent
counsel shall have deemed the settlement payment not to be reasonable; or
(iii) where such indemnification would be against public policy.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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  Securities and Exchange 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 - Sterling Electronics Corporation 1994 Stock Option Plan

4.2 - Form of Stock Option Agreement of Sterling Electronics Corporation 1994
      Stock Option Plan

4.3 - Specimen stock certificates evidencing Common Stock of Sterling
      Electronics Corporation (Incorporated by reference to Exhibit 4.3 to the
      Registration Statement on Form S-1 of the Company (File No. 33-28665)
      filed with the Securities and Exchange Commission on May 11, 1989)
4.4 - Articles of Incorporation, as amended, of the Company (Incorporated by
      reference to Exhibit 3.1 to the Registration Statement on Form S-1 of
      the Company (File No. 33-28665) filed with the Securities and Exchange
      Commission on May 11, 1989)

4.5 - Bylaws, as amended, of the Company (Incorporated by reference to
      Exhibit 3.2 to the Registration Statement on Form S-1 of the Company
      (File No. 33-28665) filed with the Securities and Exchange Commission on
      May 11, 1989)

5.1 - Opinion of Schlanger, Mills, Mayer & Grossberg, L.L.P.

23.1 - Consent of Ernst & Young LLP

24.1 - Powers of Attorney

ITEM 9. UNDERTAKING

     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;

     (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 of any
     material change to such information in the 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 the 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
person 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.
SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THE
27TH DAY OF JUNE, 1995.

                            STERLING ELECTRONICS CORPORATION

                            By: /s/ Mac McConnell
                                ----------------------------------
                                Mac McConnell, Vice President-Finance
                                and Chief Financial Officer

     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 DATE INDICATED.

Signature                     Title                       Date
- ---------                     -----                       ----

RONALD S. SPOLANE*       Chairman of the Board,      June 27, 1995
- ----------------------   President, Chief
Ronald S. Spolane        Executive Officer and
                         Director (Principal
                         Executive Officer)

DAVID A. SPOLANE*        Executive Vice President    June 27, 1995
- ----------------------   and Director
David A. Spolane

Mac McCONNELL            Vice President-Finance      June 27, 1995
- ----------------------   Chief Financial Officer
Mac McConnell            Principal Financial
                         and Accounting Officer)

LEON WEBB, JR.*          Vice President,             June 27, 1995
- ----------------------   Secretary and
Leon Webb, Jr.           Treasurer

JAY H. GOLDING*          Director                    June 27, 1995
- ----------------------
Jay H. Golding

S. M. LAMBERT*           Director                    June 27, 1995
- ----------------------
S. M. Lambert, Ph. D.

HERSCHEL G. MALTZ*       Director                    June 27, 1995
- ----------------------
Herschel G. Maltz

DAVID R. TOOMIM*         Director                    June 27, 1995
- ----------------------
David R. Toomim

*By: Mac McConnell
     -----------------
     Mac McConnell, Attorney-In-Fact                 June 27, 1995