As filed with the Securities and Exchange Commission on February 12, 1999.
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------

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

                           UNITED ROAD SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                              94-3278455
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                                8 AUTOMATION LANE
                                ALBANY, NY 12205
                    (Address of Principal Executive Offices)

                           UNITED ROAD SERVICES, INC.
                         1998 EMPLOYEE STOCK OPTION PLAN

                           UNITED ROAD SERVICES, INC.
                         NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plans)

                                EDWARD T. SHEEHAN
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND SECRETARY
                                8 AUTOMATION LANE
                                ALBANY, NY 12205
                     (Name and Address of Agent For Service)

                                 (518) 446-0140
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                              KAREN A. DEWIS, ESQ.
                             MCDERMOTT, WILL & EMERY
                            600 THIRTEENTH STREET, NW
                            WASHINGTON, DC 20005-3096

<TABLE>
<CAPTION>

================================================================================

                         CALCULATION OF REGISTRATION FEE

                                              Proposed      Proposed
               Title of                        Maximum       Maximum
              Securities        Amount        Offering      Aggregate        Amount of
                 to be           to be          Price       Offering       Registration
              Registered    Registered (1)  Per Share (2)   Price (2)           Fee


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

Common Stock, $.001 par
value                          1,778,885       $17.50      $31,130,488        $8,654

================================================================================

(1)    Includes a maximum of 1,278,885 shares to be issued upon exercise of
       options granted pursuant to the United Road Services, Inc. 1998 Employee
       Stock Option Plan and a maximum of 500,000 shares to be issued upon
       exercise of options granted pursuant to the United Road Services, Inc.
       Non-Qualified Stock Option Plan.

(2)    Estimated solely for the purpose of calculating the registration fee in
       accordance with Rules 457(c) and (h) under the Securities Act of 1933 on
       the basis of the average of the high and low sale prices of the Common
       Stock of United Road Services, Inc. (the "Company") as quoted on the
       Nasdaq National Market on February 10, 1999.

</TABLE>

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated herein by reference and made a
part hereof:

         1.     Prospectus, dated January 8, 1999, included in Post-Effective
                Amendment No. 2 to the Company's Registration Statement on Form
                S-1 (Registration No. 333-56603), filed by the Company with the
                Securities and Exchange Commission (the "Commission") pursuant
                to the Securities Act of 1933, as amended (the "Securities Act")
                as supplemented by the Prospectus Supplement dated January 11,
                1999;

         2.     The Company's Quarterly Report on Form 10-Q for the period ended
                March 31, 1998, filed by the Company with the Commission
                pursuant to the Securities Exchange Act of 1934, as amended (the
                "Exchange Act");

         3.     The Company's Quarterly Report on Form 10-Q for the period ended
                June 30, 1998, filed by the Company with the Commission pursuant
                to the Exchange Act;

         4.     The Company's Quarterly Report on Form 10-Q for the period ended
                September 30, 1998, filed by the Company with the Commission
                pursuant to the Exchange Act;

         5.     The Company's Current Report on Form 8-K, dated August 21, 1998,
                filed by the Company with the Commission pursuant to the
                Exchange Act on September 1, 1998;

         6.     The Company's Amended Current Report on Form 8-K/A, dated August
                21, 1998, filed by the Company with the Commission pursuant to
                the Exchange Act on October 26, 1998;

         7.     The Company's Current Report on Form 8-K, dated November 19,
                1998, filed by the Company with the Commission pursuant to the
                Exchange Act on December 8, 1998;

         8.     The Company's Current Report on Form 8-K, dated December 9,
                1998, filed by the Company with the Commission pursuant to the
                Exchange Act on December 24, 1998; and

         9.     The Company's Amended Current Report on Form 8-K/A, dated
                December 9, 1998, filed by the Company with the Commission
                pursuant to the Exchange Act on January 11, 1999.

         The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A, filed by the Company pursuant to the
Exchange Act on April 13, 1998, is also incorporated herein by reference and
made a part hereof.

         All documents subsequently filed 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 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 in this Registration Statement and to be
a part hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

         Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such 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.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company has included in its Certificate of Incorporation and Bylaws
provisions to (i) eliminate the personal liability of its directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by the General Corporation Law of the State of Delaware (the "DGCL") and (ii)
indemnify its directors and officers to the fullest extent permitted by the
DGCL, including circumstances in which indemnification is otherwise
discretionary.

         Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by each in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they 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
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses (including attorneys' fees) actually and reasonably incurred by
directors, officers, employees or agents in connection with the defense or
settlement of an action or suit, and only with respect to a matter as to which
they shall have acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to
the corporation, unless and only to the extent that the court in which the
action or suit was brought shall determine upon application that the defendant
directors, officers, employees or agents are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.

         The Company has entered into indemnification agreements with its
directors and certain key officers pursuant to which the Company is generally
obligated to indemnify its directors and such officers to the fullest extent
permitted by the DGCL as described above. The Company has purchased insurance
for its directors and officers indemnifying them against certain civil
liabilities, including liabilities under the federal securities laws, which
might be incurred by them in such capacity.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     4.1   The Amended and Restated Certificate of Incorporation of the
           Company (incorporated by reference to Exhibit 3.1 to the
           Company's Registration Statement on Form S-1 (Registration No.
           333-46925)).

     4.2   The  Amended  and  Restated  Bylaws of the  Company  (incorporated  
           by  reference  to  Exhibit  3.2 to the Company's Registration 
           Statement on Form S-1 (Registration No. 333-46925)).

     5.1   Opinion of McDermott, Will & Emery (filed herewith).

    23.1   Consent of KPMG LLP (filed herewith).

    23.2   Consent of McDermott, Will & Emery (included in Exhibit 5.1).

    24.1   Powers of Attorney (included on the signature page to this
           Registration Statement).

Item 9.  Undertakings.

         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:

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

                (b)      To reflect in the prospectus any facts or events
                         arising after the effective date of this 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 this Registration Statement; and

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

                provided, however, that paragraphs (1) (a) and (1) (b) 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.

         (2)    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.

         (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, 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 this Registration Statement
                shall be deemed to be a new registration statement relating to
                the securities offered herein, 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 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 Commission such indemnification is against
                public policy as expressed in the Securities 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 Securities 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
undersigned 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 Albany, State of New York, on this 12th day of
January, 1999.

                            UNITED ROAD SERVICES, INC.


                            By: /s/ Edward T. Sheehan
                                Edward T. Sheehan
                                Chairman of the Board, Chief Executive Officer
                                and Secretary



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward T. Sheehan and Allan D. Pass, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and in his 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 attorneys-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
attorneys-in-fact and agents or any of them, or their 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 indicated on this 12th day of January 1999.

              Signature                                     Title

    /s/ Edward T. Sheehan         Chairman of the Board, Chief Executive Officer
          Edward T. Sheehan       and Secretary (Principal Executive Officer)


     /s/ Donald J. Marr           Senior Vice President and Chief Financial
           Donald J. Marr         Officer
                                  (Principal Financial and Accounting Officer)


/s/ Edward W. Morawski            Vice President and Director
         Edward W. Morawski


    /s/    Grace M. Hawkins       Director
          Grace M. Hawkins


  /s/ Donald F. Moorehead, Jr.    Director
      Donald F. Moorehead, Jr.


   /s/ Todd Q. Smart              Director
            Todd Q. Smart


 /s/ Richard A. Molyneux          Director
         Richard A. Molyneux


   /s/ Mark J. Henninger          Director
          Mark J. Henninger





<PAGE>


                                  EXHIBIT INDEX

Exhibit Number                           Description


     5.1                 Opinion (including consent) of McDermott, Will & Emery.

     23.1                Consent of KPMG LLP.

     24.1                Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18371}]
{"company-data": {"conformed-name": "UNITED ROAD SERVICES INC", "cik": "0001056562", "assigned-sic": "7500", "irs-number": "943278455", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72271", "film-number": "99535695"}, "business-address": {"street1": "8 AUTOMATION LANE", "city": "ALBANY", "state": "NY", "zip": "12205", "phone": "5184460140"}}
As filed with the Securities and Exchange Commission on February 12, 1999.
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------

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

                           UNITED ROAD SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                              94-3278455
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                                8 AUTOMATION LANE
                                ALBANY, NY 12205
                    (Address of Principal Executive Offices)

                           UNITED ROAD SERVICES, INC.
                         1998 EMPLOYEE STOCK OPTION PLAN

                           UNITED ROAD SERVICES, INC.
                         NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plans)

                                EDWARD T. SHEEHAN
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND SECRETARY
                                8 AUTOMATION LANE
                                ALBANY, NY 12205
                     (Name and Address of Agent For Service)

                                 (518) 446-0140
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                              KAREN A. DEWIS, ESQ.
                             MCDERMOTT, WILL & EMERY
                            600 THIRTEENTH STREET, NW
                            WASHINGTON, DC 20005-3096
================================================================================

                         CALCULATION OF REGISTRATION FEE

                                              Proposed      Proposed
               Title of                        Maximum       Maximum
              Securities        Amount        Offering      Aggregate        Amount of
                 to be           to be          Price       Offering       Registration
              Registered    Registered (1)  Per Share (2)   Price (2)           Fee
Common Stock, $.001 par
value                          1,778,885       $17.50      $31,130,488        $8,654

================================================================================

(1)    Includes a maximum of 1,278,885 shares to be issued upon exercise of
       options granted pursuant to the United Road Services, Inc. 1998 Employee
       Stock Option Plan and a maximum of 500,000 shares to be issued upon
       exercise of options granted pursuant to the United Road Services, Inc.
       Non-Qualified Stock Option Plan.

(2)    Estimated solely for the purpose of calculating the registration fee in
       accordance with Rules 457(c) and (h) under the Securities Act of 1933 on
       the basis of the average of the high and low sale prices of the Common
       Stock of United Road Services, Inc. (the "Company") as quoted on the
       Nasdaq National Market on February 10, 1999.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated herein by reference and made a
part hereof:

         1.     Prospectus, dated January 8, 1999, included in Post-Effective
                Amendment No. 2 to the Company's Registration Statement on Form
                S-1 (Registration No. 333-56603), filed by the Company with the
                Securities and Exchange Commission (the "Commission") pursuant
                to the Securities Act of 1933, as amended (the "Securities Act")
                as supplemented by the Prospectus Supplement dated January 11,
                1999;

         2.     The Company's Quarterly Report on Form 10-Q for the period ended
                March 31, 1998, filed by the Company with the Commission
                pursuant to the Securities Exchange Act of 1934, as amended (the
                "Exchange Act");

         3.     The Company's Quarterly Report on Form 10-Q for the period ended
                June 30, 1998, filed by the Company with the Commission pursuant
                to the Exchange Act;

         4.     The Company's Quarterly Report on Form 10-Q for the period ended
                September 30, 1998, filed by the Company with the Commission
                pursuant to the Exchange Act;

         5.     The Company's Current Report on Form 8-K, dated August 21, 1998,
                filed by the Company with the Commission pursuant to the
                Exchange Act on September 1, 1998;

         6.     The Company's Amended Current Report on Form 8-K/A, dated August
                21, 1998, filed by the Company with the Commission pursuant to
                the Exchange Act on October 26, 1998;

         7.     The Company's Current Report on Form 8-K, dated November 19,
                1998, filed by the Company with the Commission pursuant to the
                Exchange Act on December 8, 1998;

         8.     The Company's Current Report on Form 8-K, dated December 9,
                1998, filed by the Company with the Commission pursuant to the
                Exchange Act on December 24, 1998; and

         9.     The Company's Amended Current Report on Form 8-K/A, dated
                December 9, 1998, filed by the Company with the Commission
                pursuant to the Exchange Act on January 11, 1999.

         The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A, filed by the Company pursuant to the
Exchange Act on April 13, 1998, is also incorporated herein by reference and
made a part hereof.

         All documents subsequently filed 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 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 in this Registration Statement and to be
a part hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

         Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such 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.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company has included in its Certificate of Incorporation and Bylaws
provisions to (i) eliminate the personal liability of its directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by the General Corporation Law of the State of Delaware (the "DGCL") and (ii)
indemnify its directors and officers to the fullest extent permitted by the
DGCL, including circumstances in which indemnification is otherwise
discretionary.

         Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by each in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they 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
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses (including attorneys' fees) actually and reasonably incurred by
directors, officers, employees or agents in connection with the defense or
settlement of an action or suit, and only with respect to a matter as to which
they shall have acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to
the corporation, unless and only to the extent that the court in which the
action or suit was brought shall determine upon application that the defendant
directors, officers, employees or agents are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.

         The Company has entered into indemnification agreements with its
directors and certain key officers pursuant to which the Company is generally
obligated to indemnify its directors and such officers to the fullest extent
permitted by the DGCL as described above. The Company has purchased insurance
for its directors and officers indemnifying them against certain civil
liabilities, including liabilities under the federal securities laws, which
might be incurred by them in such capacity.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     4.1   The Amended and Restated Certificate of Incorporation of the
           Company (incorporated by reference to Exhibit 3.1 to the
           Company's Registration Statement on Form S-1 (Registration No.
           333-46925)).

     4.2   The  Amended  and  Restated  Bylaws of the  Company  (incorporated  
           by  reference  to  Exhibit  3.2 to the Company's Registration 
           Statement on Form S-1 (Registration No. 333-46925)).

     5.1   Opinion of McDermott, Will & Emery (filed herewith).

    23.1   Consent of KPMG LLP (filed herewith).

    23.2   Consent of McDermott, Will & Emery (included in Exhibit 5.1).

    24.1   Powers of Attorney (included on the signature page to this
           Registration Statement).

Item 9.  Undertakings.

         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:

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

                (b)      To reflect in the prospectus any facts or events
                         arising after the effective date of this 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 this Registration Statement; and

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

                provided, however, that paragraphs (1) (a) and (1) (b) 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.

         (2)    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.

         (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, 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 this Registration Statement
                shall be deemed to be a new registration statement relating to
                the securities offered herein, 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 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 Commission such indemnification is against
                public policy as expressed in the Securities 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 Securities Act and will be governed by the final
                adjudication of such issue.
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Albany, State of New York, on this 12th day of
January, 1999.

                            UNITED ROAD SERVICES, INC.

                            By: /s/ Edward T. Sheehan
                                Edward T. Sheehan
                                Chairman of the Board, Chief Executive Officer
                                and Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward T. Sheehan and Allan D. Pass, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and in his 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 attorneys-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
attorneys-in-fact and agents or any of them, or their 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 indicated on this 12th day of January 1999.

              Signature                                     Title

    /s/ Edward T. Sheehan         Chairman of the Board, Chief Executive Officer
          Edward T. Sheehan       and Secretary (Principal Executive Officer)

     /s/ Donald J. Marr           Senior Vice President and Chief Financial
           Donald J. Marr         Officer
                                  (Principal Financial and Accounting Officer)

/s/ Edward W. Morawski            Vice President and Director
         Edward W. Morawski

    /s/    Grace M. Hawkins       Director
          Grace M. Hawkins

  /s/ Donald F. Moorehead, Jr.    Director
      Donald F. Moorehead, Jr.

   /s/ Todd Q. Smart              Director
            Todd Q. Smart

 /s/ Richard A. Molyneux          Director
         Richard A. Molyneux

   /s/ Mark J. Henninger          Director
          Mark J. Henninger
EXHIBIT INDEX

Exhibit Number                           Description

     5.1                 Opinion (including consent) of McDermott, Will & Emery.

     23.1                Consent of KPMG LLP.

     24.1                Power of Attorney (included on signature page).