<PAGE> 1
    As filed with the Securities and Exchange Commission on April 29, 1994
                                                      Registration No. _______

____________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


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


                             TRAK AUTO CORPORATION
            (Exact name of registrant as specified in its charter)

          Delaware                                   52-1281465
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

        3300 75th Avenue                               20785
       Landover, Maryland                           (Zip Code)
     (Address of Principal
       Executive Offices)

                 TRAK AUTO CORPORATION 1993 STOCK OPTION PLAN
                          (Full title of the plan)

        R. Keith Green                       Michael R. Klein, Esq.
          President                        Wilmer, Cutler & Pickering
    Trak Auto Corporation                     2445 M Street, N.W.
       3300 75th Avenue                     Washington, D.C.  20037
   Landover, Maryland 20785                     (202) 663-6125
        (202) 429-9888                             (Copy to)
  (Name and address of agent
        for service)

       (301) 731-1200
(Telephone number, including area
   code, of agent for service)

<PAGE> 2

<TABLE>
                                              Calculation of Registration Fee

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

                                                      Proposed                  Proposed
                                  Amount              maximum                   maximum
    Title of securities           to be            offering price              aggregate                  Amount of
     to be registered           registered           per share               offering price            registration fee


       Common Stock            1,250,000<F1>         $12.39<F2>            $15,483,086.25<F2>             $5,339.00
      $0.01 par value


<FN>
<F1>      The Trak Auto Books Corporation 1993 Stock Option Plan (the "Plan") authorizes the issuance of a maximum
          of 1,250,000 shares of common stock, $0.01 par value ("Common Stock"), all of which are being registered
          hereunder.  Of the 1,250,000 shares authorized to be issued under the Plan, as of January 29, 1994,
          114,690 were subject to outstanding options granted under the Plan and 1,135,310 were available for
          future grants thereunder.

<F2>      Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h).  The
          proposed maximum aggregate offering price is the per share weighted average exercise price of $12.50
          with respect to the 114,690 options previously granted under the Plan, plus $14,049,461.25, the average
          of the high and low sales prices of the Common Stock in the over-the-counter market, as reported on the
          National Association of Securities Dealers Automated Quotation System, on April 22, 1994 (which were
          $12-3/8 and $12-3/8, respectively) with respect to the remaining options available for future grants
          under the Plan.

</TABLE>

<PAGE> 3

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1).  In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Trak Auto Corporation (the "Company"),
Commission File No. 0-12202, are incorporated by reference in this
Registration Statement:

                 (a)      The Company's Annual Report on Form 10-K for the
         fiscal year ended January 29, 1994, filed with the Commission on
         April 29, 1994.

                 (b)      The description of the Common Stock contained in the
         Company's Form 8-A Registration Statement, filed with the Commission
         on May 30, 1984, and all amendments and reports subsequently filed
         for the purpose of updating that description.

         In addition to the foregoing documents, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (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 the filing of
such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Registration Statement 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

<PAGE> 4

reference herein 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 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "GCL")
provides that a business corporation may indemnify directors and officers
against liabilities they may incur in such capacities provided certain
standards are met, including good faith and the reasonable belief that the
particular action was in, or not opposed to, the best interest of the
corporation.  Subsection (a) of Section 145 of the GCL empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation), by reason of the fact that 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 or enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner 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 that his conduct was unlawful.

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

<PAGE> 5

         Section 145 of the GCL further provides that, among other things, to
the extent that a director or officer of a corporation has been successful in
the defense of any action, suit or proceeding referred to in Subsections (a)
and (b) of Section 145, or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that a
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
against such liability under Section 145.

         The Certificate of Incorporation and Bylaws of the Company provide
for the mandatory indemnification of directors and officers to the full
extent permitted by law.

         As permitted by Section 102(b)(7) of the GCL, the Certificate of
Incorporation of the Company also provides that a director shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of his or her fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the GCL (dealing with unlawful dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which the director derived an
improper personal benefit.

<PAGE> 6

Item 8.  Exhibits.

4.1      --      Trak Auto Corporation 1993 Stock Option Plan (incorporated
                 by reference from Exhibit A to the Company's Proxy Statement
                 with respect to its Annual Meeting of Shareholders on
                 June 30, 1993, as filed with the Commission on June 16,
                 1993).

4.2      --      Article FOURTH of Certificate of Incorporation of Trak Auto
                 Corporation (incorporated by reference from Exhibit 3(a) to
                 the Company's Annual Report on Form 10-K for the fiscal year
                 ended January 30, 1987, filed with the Commission on
                 April 24, 1987).

4.3      --      Bylaws of Trak Auto Corporation, as amended and restated as
                 of September 14, 1993 (incorporated by reference from
                 Exhibit 3(b) to the Company's Annual Report on Form 10-K for
                 the fiscal year ended January 29, 1994, filed with the
                 Commission on April 29, 1994).

5.1      --      Opinion of Wilmer, Cutler & Pickering regarding legality of
                 securities being registered.

24.1     --      Consent of Arthur Andersen & Co.

24.2     --      Consent of Wilmer, Cutler & Pickering (included in Exhibit
                 5.1).

25.1     --      Power of Attorney (included on pages 10-11).

Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

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

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

<PAGE> 7

                          (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; and

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

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

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a post-
         effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and

<PAGE> 8

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 Securities Act of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.

<PAGE> 9

                                  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 Landover, State of Maryland, on
April 29, 1994.

                          TRAK AUTO CORPORATION


                          By:     _____________________
                                  R. Keith Green
                                  President


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

<PAGE> 10

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that, the undersigned directors and
officers of Trak Auto Corporation, a Delaware corporation (the
"Corporation"), hereby constitute and appoint each of R. Keith Green and Ron
Marshall, with full power of substitution, their true and lawful attorney and
agent to sign the names of the undersigned directors and officers in the
capacities indicated below to the registration statement to which this Power
of Attorney is filed as an exhibit, and all amendments (including post-
effective amendments) and supplements thereto, and all instruments or
documents filed as a part thereof or in connection therewith and to file the
same, with all exhibits thereto, and all other instruments or documents in
connection therewith, with the Securities and Exchange Commission; and each
of the undersigned hereby ratifies and confirms that all said attorney or
agent shall do or cause to be done by virtue hereof.


Signature and Title                                          Date



________________________________________                     April 29, 1994
Herbert H. Haft
Chairman of the Board and Chief Executive Officer
 and Director (Principal
 Executive Officer)



________________________________________                     April 29, 1994
R. Keith Green
President and Director



________________________________________                     April 29, 1994
Ron Marshall
Treasurer and Principal Financial
 Officer

<PAGE> 11

________________________________________                     April 29, 1994
David B. McGlashan
Principal Accounting Officer



________________________________________                     April 29, 1994
Douglas M. Bregman
Director



________________________________________                     April 29, 1994
H. Ridgely Bullock
Director



________________________________________                     April 29, 1994
Ronald S. Haft
Director



________________________________________                     April 29, 1994
Larry G. Schafran
Director



________________________________________                     April 29, 1994
Bonita A. Wilson
Director

<PAGE> 12

                                 Exhibit Index


Exhibit                                                                   Page

4.1      --      Trak Auto Corporation 1993 Stock Option Plan              --
                 (incorporated by reference from Exhibit A
                 to the Company's Proxy Statement with
                 respect to its Annual Meeting of
                 Shareholders on June 30, 1993, as filed
                 with the Commission on June 16, 1993).      


4.2      --      Article FOURTH of Certificate of                          --
                 Incorporation of Trak Auto Corporation
                 (incorporated by reference from Exhibit
                 3(a) to the Company's Annual Report on Form
                 10-K for the fiscal year ended January 30,
                 1987, filed with the Commission on April
                 24, 1987).

4.3      --      Bylaws of Trak Auto Corporation, as amended               --
                 and restated as of September 14, 1993
                 (incorporated by reference from Exhibit
                 3(b) to the Company's Annual Report on Form
                 10-K for the fiscal year ended January 29,
                 1994, filed with the Commission on April
                 29, 1994).

5.1      --      Opinion of Wilmer, Cutler & Pickering                     --
                 regarding legality of securities being
                 registered.

24.1     --      Consent of Arthur Andersen & Co.                          --

24.2     --      Consent of Wilmer, Cutler & Pickering                     --
                 (included in Exhibit 5.1).  

25.1     --      Power of Attorney (included on pages 10-11).              --
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20447}]
{"company-data": {"conformed-name": "TRAK AUTO CORP", "cik": "0000716438", "assigned-sic": "5531", "irs-number": "521281465", "state-of-incorporation": "DE", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53389", "film-number": "94525447"}, "business-address": {"street1": "3300 75TH AVE", "street2": "ATTN: RICHARD J KOLL", "city": "LANDOVER", "state": "MD", "zip": "20785", "phone": "3017311200"}, "mail-address": {"street1": "3300 75TH AVENUE", "city": "LANDOVER", "state": "MD", "zip": "20785"}}
1
    As filed with the Securities and Exchange Commission on April 29, 1994
                                                      Registration No. _______

____________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                             TRAK AUTO CORPORATION
            (Exact name of registrant as specified in its charter)

          Delaware                                   52-1281465
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

        3300 75th Avenue                               20785
       Landover, Maryland                           (Zip Code)
     (Address of Principal
       Executive Offices)

                 TRAK AUTO CORPORATION 1993 STOCK OPTION PLAN
                          (Full title of the plan)

        R. Keith Green                       Michael R. Klein, Esq.
          President                        Wilmer, Cutler & Pickering
    Trak Auto Corporation                     2445 M Street, N.W.
       3300 75th Avenue                     Washington, D.C.  20037
   Landover, Maryland 20785                     (202) 663-6125
        (202) 429-9888                             (Copy to)
  (Name and address of agent
        for service)

       (301) 731-1200
(Telephone number, including area
   code, of agent for service)
2

                                              Calculation of Registration Fee
Proposed                  Proposed
                                  Amount              maximum                   maximum
    Title of securities           to be            offering price              aggregate                  Amount of
     to be registered           registered           per share               offering price            registration fee

       Common Stock            1,250,000
$12.39
$15,483,086.25
$5,339.00
      $0.01 par value
The Trak Auto Books Corporation 1993 Stock Option Plan (the "Plan") authorizes the issuance of a maximum
          of 1,250,000 shares of common stock, $0.01 par value ("Common Stock"), all of which are being registered
          hereunder.  Of the 1,250,000 shares authorized to be issued under the Plan, as of January 29, 1994,
          114,690 were subject to outstanding options granted under the Plan and 1,135,310 were available for
          future grants thereunder.
Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h).  The
          proposed maximum aggregate offering price is the per share weighted average exercise price of $12.50
          with respect to the 114,690 options previously granted under the Plan, plus $14,049,461.25, the average
          of the high and low sales prices of the Common Stock in the over-the-counter market, as reported on the
          National Association of Securities Dealers Automated Quotation System, on April 22, 1994 (which were
          $12-3/8 and $12-3/8, respectively) with respect to the remaining options available for future grants
          under the Plan.
3

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1).  In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Trak Auto Corporation (the "Company"),
Commission File No. 0-12202, are incorporated by reference in this
Registration Statement:

                 (a)      The Company's Annual Report on Form 10-K for the
         fiscal year ended January 29, 1994, filed with the Commission on
         April 29, 1994.

                 (b)      The description of the Common Stock contained in the
         Company's Form 8-A Registration Statement, filed with the Commission
         on May 30, 1984, and all amendments and reports subsequently filed
         for the purpose of updating that description.

         In addition to the foregoing documents, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (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 the filing of
such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Registration Statement 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
4

reference herein 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 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "GCL")
provides that a business corporation may indemnify directors and officers
against liabilities they may incur in such capacities provided certain
standards are met, including good faith and the reasonable belief that the
particular action was in, or not opposed to, the best interest of the
corporation.  Subsection (a) of Section 145 of the GCL empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation), by reason of the fact that 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 or enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner 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 that his conduct was unlawful.

         Subsection (b) of Section 145 of the GCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, by reason of the
fact that such person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted under standards similar to those set forth above, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Delaware Court of Chancery or the
court in which such action or suit was brought shall determine that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to be indemnified for
such expenses which the court shall deem proper.
5

         Section 145 of the GCL further provides that, among other things, to
the extent that a director or officer of a corporation has been successful in
the defense of any action, suit or proceeding referred to in Subsections (a)
and (b) of Section 145, or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that a
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
against such liability under Section 145.

         The Certificate of Incorporation and Bylaws of the Company provide
for the mandatory indemnification of directors and officers to the full
extent permitted by law.

         As permitted by Section 102(b)(7) of the GCL, the Certificate of
Incorporation of the Company also provides that a director shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of his or her fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the GCL (dealing with unlawful dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which the director derived an
improper personal benefit.
6

Item 8.  Exhibits.

4.1      --      Trak Auto Corporation 1993 Stock Option Plan (incorporated
                 by reference from Exhibit A to the Company's Proxy Statement
                 with respect to its Annual Meeting of Shareholders on
                 June 30, 1993, as filed with the Commission on June 16,
                 1993).

4.2      --      Article FOURTH of Certificate of Incorporation of Trak Auto
                 Corporation (incorporated by reference from Exhibit 3(a) to
                 the Company's Annual Report on Form 10-K for the fiscal year
                 ended January 30, 1987, filed with the Commission on
                 April 24, 1987).

4.3      --      Bylaws of Trak Auto Corporation, as amended and restated as
                 of September 14, 1993 (incorporated by reference from
                 Exhibit 3(b) to the Company's Annual Report on Form 10-K for
                 the fiscal year ended January 29, 1994, filed with the
                 Commission on April 29, 1994).

5.1      --      Opinion of Wilmer, Cutler & Pickering regarding legality of
                 securities being registered.

24.1     --      Consent of Arthur Andersen & Co.

24.2     --      Consent of Wilmer, Cutler & Pickering (included in Exhibit
                 5.1).

25.1     --      Power of Attorney (included on pages 10-11).

Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

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

                          (i)     To include any prospectus required by
                 section 10(a)(3) of the Securities Act of 1933;
7

                          (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; and

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

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

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a post-
         effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
8

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 Securities Act of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.
9

                                  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 Landover, State of Maryland, on
April 29, 1994.

                          TRAK AUTO CORPORATION

                          By:     _____________________
                                  R. Keith Green
                                  President

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
10

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that, the undersigned directors and
officers of Trak Auto Corporation, a Delaware corporation (the
"Corporation"), hereby constitute and appoint each of R. Keith Green and Ron
Marshall, with full power of substitution, their true and lawful attorney and
agent to sign the names of the undersigned directors and officers in the
capacities indicated below to the registration statement to which this Power
of Attorney is filed as an exhibit, and all amendments (including post-
effective amendments) and supplements thereto, and all instruments or
documents filed as a part thereof or in connection therewith and to file the
same, with all exhibits thereto, and all other instruments or documents in
connection therewith, with the Securities and Exchange Commission; and each
of the undersigned hereby ratifies and confirms that all said attorney or
agent shall do or cause to be done by virtue hereof.

Signature and Title                                          Date

________________________________________                     April 29, 1994
Herbert H. Haft
Chairman of the Board and Chief Executive Officer
 and Director (Principal
 Executive Officer)

________________________________________                     April 29, 1994
R. Keith Green
President and Director

________________________________________                     April 29, 1994
Ron Marshall
Treasurer and Principal Financial
 Officer
11

________________________________________                     April 29, 1994
David B. McGlashan
Principal Accounting Officer

________________________________________                     April 29, 1994
Douglas M. Bregman
Director

________________________________________                     April 29, 1994
H. Ridgely Bullock
Director

________________________________________                     April 29, 1994
Ronald S. Haft
Director

________________________________________                     April 29, 1994
Larry G. Schafran
Director

________________________________________                     April 29, 1994
Bonita A. Wilson
Director
12

                                 Exhibit Index

Exhibit                                                                   Page

4.1      --      Trak Auto Corporation 1993 Stock Option Plan              --
                 (incorporated by reference from Exhibit A
                 to the Company's Proxy Statement with
                 respect to its Annual Meeting of
                 Shareholders on June 30, 1993, as filed
                 with the Commission on June 16, 1993).      

4.2      --      Article FOURTH of Certificate of                          --
                 Incorporation of Trak Auto Corporation
                 (incorporated by reference from Exhibit
                 3(a) to the Company's Annual Report on Form
                 10-K for the fiscal year ended January 30,
                 1987, filed with the Commission on April
                 24, 1987).

4.3      --      Bylaws of Trak Auto Corporation, as amended               --
                 and restated as of September 14, 1993
                 (incorporated by reference from Exhibit
                 3(b) to the Company's Annual Report on Form
                 10-K for the fiscal year ended January 29,
                 1994, filed with the Commission on April
                 29, 1994).

5.1      --      Opinion of Wilmer, Cutler & Pickering                     --
                 regarding legality of securities being
                 registered.

24.1     --      Consent of Arthur Andersen & Co.                          --

24.2     --      Consent of Wilmer, Cutler & Pickering                     --
                 (included in Exhibit 5.1).  

25.1     --      Power of Attorney (included on pages 10-11).              --