<PAGE>
 
                                                    Registration No. ___________

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          --------------------------


                         FirstAmerica Automotive, Inc.
       -----------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


           Delaware                                      88-0206732
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)


                              601 Brannan Street
                            San Francisco, CA 94107
                      ----------------------------------  
             (Address of principal executive offices)  (Zip code)


                         FirstAmerica Automotive, Inc.
                            1997 Stock Option Plan
       -----------------------------------------------------------------
                            (Full title of the plan)

                                Debra Smithart
                            Chief Financial Officer
                              601 Brannan Street
                            San Francisco, CA 94107
                       ---------------------------------
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (415) 284-0444.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
                                               Proposed maximum    Proposed maximum      Amount of
  Title of securities        Amount to be       offering price        aggregate        registration    
   to be registered/1/        registered          per share/2/     offering price/2/        fee
------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                 <C>                 <C>
FirstAmerica
------------
Automotive, Inc.
----------------
1997 Stock Option Plan
----------------------

Common Stock                 1,500,000            $2.71              $4,065,000 
par value $0.00001

TOTALS                       1,500,000                               $4,065,000          $1130.07           
</TABLE>

-----------------------
/1/ The securities to be registered include options to acquire such Common
    Stock.

/2/ Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee. The offering price is calculated using the weighted
    average of the exercise prices of shares subject to outstanding but
    unexercised options under the FirstAmerica Automotive, Inc. 1997 Stock
    Option Plan and the book value of the remaining shares under the
    FirstAmerica Automotive, Inc. 1997 Stock Option Plan computed as of January
    31, 1999.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
              --------------------------------------------------


Item 3.  Incorporation of Documents by Reference
------   ---------------------------------------

         FirstAmerica Automotive, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

         (a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1997, as filed with the Commission.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         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 to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
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.

Item 4.  Description of Securities
------   -------------------------

         The class of securities to be offered is Class A Common Stock, par
value $0.00001.

         Holders of Class A Common Stock are, together with holders of Class B
Common Stock, entitled to one vote for each share held of record by them on all
matters submitted to a vote of the stockholders, including the election of all
directors; provided, however, that one director is elected by the holders of
Class B Common Stock, voting separately as a class (the "Class B Director").
Voting on the election of directors is not cumulative.  The Class A Common Stock
is not entitled to any preemptive or other subscription rights, and does not
have any redemption or sinking fund provisions.  The Class A Common Stock is
convertible, at the option of the holder thereof, into Class C Common Stock, a
non-voting stock.

         In general, subject to the payment of cumulated dividends on preferred
stock designated as 8% cumulative redeemable preferred stock (the "8% Preferred
Stock"), holders of Class A Common Stock are entitled to receive dividends when
and as declared by the Board of Directors out of funds legally available
therefor, provided the Class B Director has approved such dividend.  However,
under certain circumstances the Company is prohibited from paying dividends on
its Common Stock pursuant to the terms of the: (A) Stockholders' Agreement dated
July 11, 1997, by and among the Company and its stockholders, Thomas Price,
Donald Strough, Steven Hallock, Fred Cziska, Al Babbington, John Driebe,
Embarcadero Automotive, LLC, 
<PAGE>
 
Raintree Capital LLC, BB Investments and certain affiliates of Trust Company of
the West, including any amendments thereto, and (B) Securities Purchase
Agreement dated as of July 11, 1997, by and among the Company, certain of its
wholly-owned subsidiaries and Trust Company of the West and certain of its
affiliates, including any amendment thereto.

         Upon any voluntary or involuntary liquidation, the holders of Class A
Common Stock are entitled to share in all net assets of the Company remaining
available for distribution to stockholders after payment of all liabilities and
the payment of liquidation preferences to each series of preferred stock.  The
liquidation preference of each series of preferred stock is as follows:  (A)
the holders of 8% Preferred Stock are entitled to receive a payment of $1,000
per share, in addition to any accumulated and unpaid dividends thereon, and (B)
the holders of preferred stock designated as redeemable preferred stock are
entitled to receive $1,160 per share, increased by $80 per share on each annual
anniversary following June 30, 1998; provided, however, that such amount shall
not exceed $1,720 per share (i.e., the last increase shall be on June 30, 2005).

         The Board of Directors is authorized to determine and alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of preferred stock and to increase or decrease (but not below
the number of shares then outstanding) the number of shares of any such series
subsequent to the issue of shares of such series.  Rights granted to any series
of preferred stock may create stock which ranks senior to Class A Common Stock
with respect to the payment of dividends and the distribution of assets on
liquidation.  The Board of Directors, without stockholder approval, can issue
preferred stock with voting and conversion rights which could adversely affect
the voting power of the holders of Class A Common Stock.  The issuance of
preferred stock could have the effect of delaying, deferring or preventing a
change in control of the Company.

         The Class A Common Stock will be traded in the over-the-counter market
in the United States.

Item 5.  Interests of Named Experts and Counsel
------   --------------------------------------

         Inapplicable.

Item 6.  Indemnification of Directors and Officers
------   -----------------------------------------

              Section 102(b) of the Delaware General Corporation Law authorizes
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change the directors' duty of care,
it enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest
<PAGE>
 
extent permissible under Delaware law the personal liability of its directors to
the Company and its stockholders for monetary damages for breach of their
fiduciary duties.

              Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers, directors, employees and
agents of a corporation. The Bylaws of the Company provide for indemnification
of its directors, officers, employees and agents to the full extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law; provided, however, that with
respect to actions, suits or proceedings initiated by any such person, the
Company will indemnify such person only if certain circumstances are satisfied.
The Company's Bylaws also empower it to enter into indemnification agreements
with its directors and officers and to purchase insurance on behalf of any
person whom it is required or permitted to indemnify. However, the Company has
not entered into any such indemnification agreements with its directors and
officers.

              Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.

Item 7.  Exemption From Registration Claimed
------   -----------------------------------

         Inapplicable.

Item 8.  Exhibits
------   --------

         See Exhibit Index.

Item 9.  Undertakings
------   ------------

         (a)  Rule 415 Offering
              -----------------

              The undersigned registrant hereby undertakes:

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

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

                   (ii)    To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
<PAGE>
 
                   (iii)   To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
-----------------                                                              
registration statement is on Form S-3 or Form S-8, and 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 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.

         (b)  Filing incorporating subsequent Exchange Act documents by
              ---------------------------------------------------------
              reference
              ---------

              The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

         (h)  Request for acceleration of effective date or filing of
              -------------------------------------------------------
              registration statement on Form S-8
              ----------------------------------

              Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
<PAGE>
 
                                   SIGNATURE
                                   ---------

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on March 16,
1999.


                                    FirstAmerica Automotive, Inc.


                                    By: /s/ Debra Smithart
                                        ----------------------------------
                                         Debra Smithart
                                         Chief Financial Officer
<PAGE>
 
                       SIGNATURES AND POWER OF ATTORNEY
                       --------------------------------

         The officers and directors of FirstAmerica Automotive, Inc., whose
signatures appear below, hereby constitute and appoint Debra Smithart and Thomas
A. Price, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on March 16, 1999.

Signature                          Title
---------                          -----

/s/ Thomas A. Price                President, Chief Executive Officer and
----------------------------- 
Thomas A. Price                    Director (Principal Executive Officer)


/s/ Debra Smithart                 Chief Financial Officer (Principal Financial
-----------------------------   
Debra Smithart                     Officer and Accounting Officer)


/s/ Donald V. Strough              Chairman of the Board of Directors
-----------------------------   
Donald V. Strough


/s/ W. Bruce Bercovich             Director
-----------------------------   
W. Bruce Bercovich


/s/ Jean-Marc Chapus               Director
-----------------------------   
Jean-Marc Chapus


/s/ H. Robert Heller               Director
-----------------------------   
H. Robert Heller
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

4.1   Amended and Restated Certificate of Incorporation of the Company, as
      amended, filed with the Secretary of State of the State of Delaware on
      July 8, 1997, is incorporated by reference to Exhibit 3.1 to the Company's
      Annual Report on Form 10-K, as filed with the Securities Exchange
      Commission on May 14, 1998 (No. 2-97254-NY).

4.2   Bylaws of the Company.

4.4   Stockholders' Agreement dated July 11, 1997, by and among the Company and
      its stockholders, Thomas Price, Donald Strough, Steven Hallock, Fred
      Cziska, Al Babbington, John Driebe, Embarcadero Automotive, LLC, Raintree
      Capital LLC, BB Investments and certain affiliates of Trust Company of the
      West, is incorporated by reference to Exhibit 4.1 to the Company's Annual
      Report on Form 10-K, as filed with the Securities Exchange Commission on
      May 14, 1998 (No. 2-97254-NY).

4.5   Amendment No. 1 to the Stockholder's Agreement dated as of October 13,
      1998, by and among the Company, Thomas A. Price, Donald Stough and certain
      affiliates of Trust Company of the West.

4.6   Securities Purchase Agreement dated as of July 11, 1997, by and among the
      Company, certain of its wholly-owned subsidiaries and Trust Company of the
      West and certain of its affiliates, as Purchasers, is incorporated by
      reference to Exhibit 4.1.1 to the Company's Annual Report on Form 10-K, as
      filed with the Securities Exchange Commission on May 14, 1998 
      (No. 2-97254-NY).

4.7   Amendment No. 1 to Securities Purchase Agreement, dated as of January 9,
      1998, by and among each of FAA Capital N, Inc., FAA Auto Factory, Inc. and
      each of the parties to the Securities Purchase Agreement dated as of July
      11, 1997, is incorporated by reference to Exhibit 4.1.2 to the Company's
      Annual Report on Form 10-K, as filed with the Securities Exchange
      Commission on May 14, 1998 (No. 2-97254-NY).

4.8   Amendment No. 2 to Securities Purchase Agreement, dated as of June 10,
      1998, by and among each of FAA Beverly Hills, Inc., FAA Poway G, Inc., FAA
      Serramonte H, Inc. and each of the parties to the Securities Purchase
      Agreement dated as of July 11, 1997.

4.9   Amendment No. 3 to Securities Purchase Agreement, dated as of October 13,
      1998, by and among each of FAA Concord T, Inc., a California corporation
      and each of the parties to the Securities Purchase Agreement dated as of
      July 11, 1997.

4.10  Amendment No. 4 to the Securities Purchase Agreement, dated as of November
      19, 1998, by and among each of FAA Woodland Hills VW, Inc. and each of the
      parties to the Securities Purchase Agreement dated as of July 11, 1997.

<PAGE>
 
4.11  Amendment No. 5 to the Securities Purchase Agreement, dated as of December
      31, 1998, by and among each of DSW Associates, Inc. and each of the
      parties to the Securities Purchase Agreement dated as of July 11, 1997.

5     Opinion re legality.

23.1  Consent of Counsel (included in Exhibit 5).

23.2  Consent of KPMG LLP.

24    Power of Attorney (included in signature pages to this registration
      statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21739}]
{"company-data": {"conformed-name": "FIRSTAMERICA AUTOMOTIVE INC /DE/", "cik": "0000766886", "assigned-sic": "5500", "irs-number": "880206732", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74505", "film-number": "99566470"}, "business-address": {"street1": "601 BRANNAN STREET", "street2": "C/O S EDMUND RESCINITI", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "7023294990"}, "mail-address": {"street1": "601 BRANNAN STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107"}, "former-company": {"former-conformed-name": "PACIFIC NATIONAL VENTURE INC", "date-changed": "19980501"}}
Registration No. ___________

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          --------------------------

                         FirstAmerica Automotive, Inc.
       -----------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Delaware                                      88-0206732
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)

                              601 Brannan Street
                            San Francisco, CA 94107
                      ----------------------------------  
             (Address of principal executive offices)  (Zip code)

                         FirstAmerica Automotive, Inc.
                            1997 Stock Option Plan
       -----------------------------------------------------------------
                            (Full title of the plan)

                                Debra Smithart
                            Chief Financial Officer
                              601 Brannan Street
                            San Francisco, CA 94107
                       ---------------------------------
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (415) 284-0444.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
------------------------------------------------------------------------------------------------------
                                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
                                               Proposed maximum    Proposed maximum      Amount of
  Title of securities        Amount to be       offering price        aggregate        registration    
   to be registered/1/        registered          per share/2/     offering price/2/        fee
------------------------------------------------------------------------------------------------------
FirstAmerica
------------
Automotive, Inc.
----------------
1997 Stock Option Plan
----------------------

Common Stock                 1,500,000            $2.71              $4,065,000 
par value $0.00001

TOTALS                       1,500,000                               $4,065,000          $1130.07
-----------------------
/1/ The securities to be registered include options to acquire such Common
    Stock.

/2/ Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee. The offering price is calculated using the weighted
    average of the exercise prices of shares subject to outstanding but
    unexercised options under the FirstAmerica Automotive, Inc. 1997 Stock
    Option Plan and the book value of the remaining shares under the
    FirstAmerica Automotive, Inc. 1997 Stock Option Plan computed as of January
    31, 1999.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
              --------------------------------------------------

Item 3.  Incorporation of Documents by Reference
------   ---------------------------------------

         FirstAmerica Automotive, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

         (a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1997, as filed with the Commission.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         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 to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
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.

Item 4.  Description of Securities
------   -------------------------

         The class of securities to be offered is Class A Common Stock, par
value $0.00001.

         Holders of Class A Common Stock are, together with holders of Class B
Common Stock, entitled to one vote for each share held of record by them on all
matters submitted to a vote of the stockholders, including the election of all
directors; provided, however, that one director is elected by the holders of
Class B Common Stock, voting separately as a class (the "Class B Director").
Voting on the election of directors is not cumulative.  The Class A Common Stock
is not entitled to any preemptive or other subscription rights, and does not
have any redemption or sinking fund provisions.  The Class A Common Stock is
convertible, at the option of the holder thereof, into Class C Common Stock, a
non-voting stock.

         In general, subject to the payment of cumulated dividends on preferred
stock designated as 8% cumulative redeemable preferred stock (the "8% Preferred
Stock"), holders of Class A Common Stock are entitled to receive dividends when
and as declared by the Board of Directors out of funds legally available
therefor, provided the Class B Director has approved such dividend.  However,
under certain circumstances the Company is prohibited from paying dividends on
its Common Stock pursuant to the terms of the: (A) Stockholders' Agreement dated
July 11, 1997, by and among the Company and its stockholders, Thomas Price,
Donald Strough, Steven Hallock, Fred Cziska, Al Babbington, John Driebe,
Embarcadero Automotive, LLC,
Raintree Capital LLC, BB Investments and certain affiliates of Trust Company of
the West, including any amendments thereto, and (B) Securities Purchase
Agreement dated as of July 11, 1997, by and among the Company, certain of its
wholly-owned subsidiaries and Trust Company of the West and certain of its
affiliates, including any amendment thereto.

         Upon any voluntary or involuntary liquidation, the holders of Class A
Common Stock are entitled to share in all net assets of the Company remaining
available for distribution to stockholders after payment of all liabilities and
the payment of liquidation preferences to each series of preferred stock.  The
liquidation preference of each series of preferred stock is as follows:  (A)
the holders of 8% Preferred Stock are entitled to receive a payment of $1,000
per share, in addition to any accumulated and unpaid dividends thereon, and (B)
the holders of preferred stock designated as redeemable preferred stock are
entitled to receive $1,160 per share, increased by $80 per share on each annual
anniversary following June 30, 1998; provided, however, that such amount shall
not exceed $1,720 per share (i.e., the last increase shall be on June 30, 2005).

         The Board of Directors is authorized to determine and alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of preferred stock and to increase or decrease (but not below
the number of shares then outstanding) the number of shares of any such series
subsequent to the issue of shares of such series.  Rights granted to any series
of preferred stock may create stock which ranks senior to Class A Common Stock
with respect to the payment of dividends and the distribution of assets on
liquidation.  The Board of Directors, without stockholder approval, can issue
preferred stock with voting and conversion rights which could adversely affect
the voting power of the holders of Class A Common Stock.  The issuance of
preferred stock could have the effect of delaying, deferring or preventing a
change in control of the Company.

         The Class A Common Stock will be traded in the over-the-counter market
in the United States.

Item 5.  Interests of Named Experts and Counsel
------   --------------------------------------

         Inapplicable.

Item 6.  Indemnification of Directors and Officers
------   -----------------------------------------

              Section 102(b) of the Delaware General Corporation Law authorizes
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change the directors' duty of care,
it enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest
extent permissible under Delaware law the personal liability of its directors to
the Company and its stockholders for monetary damages for breach of their
fiduciary duties.

              Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers, directors, employees and
agents of a corporation. The Bylaws of the Company provide for indemnification
of its directors, officers, employees and agents to the full extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law; provided, however, that with
respect to actions, suits or proceedings initiated by any such person, the
Company will indemnify such person only if certain circumstances are satisfied.
The Company's Bylaws also empower it to enter into indemnification agreements
with its directors and officers and to purchase insurance on behalf of any
person whom it is required or permitted to indemnify. However, the Company has
not entered into any such indemnification agreements with its directors and
officers.

              Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.

Item 7.  Exemption From Registration Claimed
------   -----------------------------------

         Inapplicable.

Item 8.  Exhibits
------   --------

         See Exhibit Index.

Item 9.  Undertakings
------   ------------

         (a)  Rule 415 Offering
              -----------------

              The undersigned registrant hereby undertakes:

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

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

                   (ii)    To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii)   To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
-----------------                                                              
registration statement is on Form S-3 or Form S-8, and 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 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.

         (b)  Filing incorporating subsequent Exchange Act documents by
              ---------------------------------------------------------
              reference
              ---------

              The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

         (h)  Request for acceleration of effective date or filing of
              -------------------------------------------------------
              registration statement on Form S-8
              ----------------------------------

              Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
SIGNATURE
                                   ---------

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on March 16,
1999.

                                    FirstAmerica Automotive, Inc.

                                    By: /s/ Debra Smithart
                                        ----------------------------------
                                         Debra Smithart
                                         Chief Financial Officer
SIGNATURES AND POWER OF ATTORNEY
                       --------------------------------

         The officers and directors of FirstAmerica Automotive, Inc., whose
signatures appear below, hereby constitute and appoint Debra Smithart and Thomas
A. Price, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on March 16, 1999.

Signature                          Title
---------                          -----

/s/ Thomas A. Price                President, Chief Executive Officer and
----------------------------- 
Thomas A. Price                    Director (Principal Executive Officer)

/s/ Debra Smithart                 Chief Financial Officer (Principal Financial
-----------------------------   
Debra Smithart                     Officer and Accounting Officer)

/s/ Donald V. Strough              Chairman of the Board of Directors
-----------------------------   
Donald V. Strough

/s/ W. Bruce Bercovich             Director
-----------------------------   
W. Bruce Bercovich

/s/ Jean-Marc Chapus               Director
-----------------------------   
Jean-Marc Chapus

/s/ H. Robert Heller               Director
-----------------------------   
H. Robert Heller
EXHIBIT INDEX
                                 -------------

4.1   Amended and Restated Certificate of Incorporation of the Company, as
      amended, filed with the Secretary of State of the State of Delaware on
      July 8, 1997, is incorporated by reference to Exhibit 3.1 to the Company's
      Annual Report on Form 10-K, as filed with the Securities Exchange
      Commission on May 14, 1998 (No. 2-97254-NY).

4.2   Bylaws of the Company.

4.4   Stockholders' Agreement dated July 11, 1997, by and among the Company and
      its stockholders, Thomas Price, Donald Strough, Steven Hallock, Fred
      Cziska, Al Babbington, John Driebe, Embarcadero Automotive, LLC, Raintree
      Capital LLC, BB Investments and certain affiliates of Trust Company of the
      West, is incorporated by reference to Exhibit 4.1 to the Company's Annual
      Report on Form 10-K, as filed with the Securities Exchange Commission on
      May 14, 1998 (No. 2-97254-NY).

4.5   Amendment No. 1 to the Stockholder's Agreement dated as of October 13,
      1998, by and among the Company, Thomas A. Price, Donald Stough and certain
      affiliates of Trust Company of the West.

4.6   Securities Purchase Agreement dated as of July 11, 1997, by and among the
      Company, certain of its wholly-owned subsidiaries and Trust Company of the
      West and certain of its affiliates, as Purchasers, is incorporated by
      reference to Exhibit 4.1.1 to the Company's Annual Report on Form 10-K, as
      filed with the Securities Exchange Commission on May 14, 1998 
      (No. 2-97254-NY).

4.7   Amendment No. 1 to Securities Purchase Agreement, dated as of January 9,
      1998, by and among each of FAA Capital N, Inc., FAA Auto Factory, Inc. and
      each of the parties to the Securities Purchase Agreement dated as of July
      11, 1997, is incorporated by reference to Exhibit 4.1.2 to the Company's
      Annual Report on Form 10-K, as filed with the Securities Exchange
      Commission on May 14, 1998 (No. 2-97254-NY).

4.8   Amendment No. 2 to Securities Purchase Agreement, dated as of June 10,
      1998, by and among each of FAA Beverly Hills, Inc., FAA Poway G, Inc., FAA
      Serramonte H, Inc. and each of the parties to the Securities Purchase
      Agreement dated as of July 11, 1997.

4.9   Amendment No. 3 to Securities Purchase Agreement, dated as of October 13,
      1998, by and among each of FAA Concord T, Inc., a California corporation
      and each of the parties to the Securities Purchase Agreement dated as of
      July 11, 1997.

4.10  Amendment No. 4 to the Securities Purchase Agreement, dated as of November
      19, 1998, by and among each of FAA Woodland Hills VW, Inc. and each of the
      parties to the Securities Purchase Agreement dated as of July 11, 1997.
4.11  Amendment No. 5 to the Securities Purchase Agreement, dated as of December
      31, 1998, by and among each of DSW Associates, Inc. and each of the
      parties to the Securities Purchase Agreement dated as of July 11, 1997.

5     Opinion re legality.

23.1  Consent of Counsel (included in Exhibit 5).

23.2  Consent of KPMG LLP.

24    Power of Attorney (included in signature pages to this registration
      statement).