<PAGE>

     As filed with the Securities and Exchange Commission on July 18, 1996.
                                             Registration No. 333-_______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8

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

                         INSURANCE AUTO AUCTIONS, INC.
               (Exact name of issuer as specified in its charter)

         CALIFORNIA                                    95-3790111
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                   Identification Number)

                          1270 WEST NORTHWEST HIGHWAY
                            PALATINE, ILLINOIS 60067
               (Address of principal executive offices)(Zip Code)

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

                         INSURANCE AUTO AUCTIONS, INC.
                             1991 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                JAMES P. ALAMPI
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         INSURANCE AUTO AUCTIONS, INC.
                          1270 WEST NORTHWEST HIGHWAY
                            PALATINE, ILLINOIS 60067
                    (Name and address of agent for service)
                                 (847) 705-9550
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
                                                           PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES                      AMOUNT TO          OFFERING PRICE           AGGREGATE            AMOUNT OF
TO BE REGISTERED                      BE REGISTERED (1)     PER SHARE (2)        OFFERING PRICE (2)   REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                   <C>                  <C>                  <C>
Options to Purchase Common Stock       250,000 shares              N/A                   N/A                  N/A
Common Stock                           250,000 shares             $9.56              $2,390,000               $825
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1991 Stock Option Plan by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the outstanding shares of Common
     Stock of Insurance Auto Auctions, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933 on the basis of the average of the high and low
     prices per share of Common Stock of Insurance Auto Auctions, Inc., on July
     12, 1996, as reported by the Nasdaq National Market.

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

<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               Insurance Auto Auctions, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):

          a.   The Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1995;
               
          b.   The Registrant's Quarterly Report on Form 10-Q for the
               fiscal quarter ended March 31, 1996;
               
          c.   The Registrant's Registration Statement No. 0-19594 on
               Form 8-A filed with the Commission on October 17, 1991, together
               with Amendments No. 1, 2 and 3 on Form 8 filed with the
               Commission on November 1, November 13, and November 15, 1991,
               respectively, in which there is described the terms, rights and
               provisions applicable to the Registrant's outstanding Common
               Stock; and
               
          d.   Any similar report filed subsequently with the
               Commission and distributed to the Registrant's shareholders.
               

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and 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 into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

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 California General Corporation Law provides that directors
will not be liable to the Registrant for monetary damages arising from a breach
of their fiduciary duty as directors in certain circumstances, including such
conduct during a merger or tender offer.  Such limitation does not affect
liability for any breach of a director's duty to the Registrant or its
shareholders (i) with respect to approval by the director of any transaction
from which he or she derives an improper personal benefit; (ii) with respect to
any acts or omissions involving an absence of good faith, which he or she
believes to be contrary to the best interests of the Company or its
shareholders, which involve intentional misconduct or a knowing and culpable
violation of law, which constitute an unexcused pattern of inattention that
amounts to an abdication of his or her duty to the Registrant or its
shareholders, or which show a reckless disregard for his or her duty to the
Registrant or its shareholders in circumstances in which he or she was, or
should have been, aware, in the ordinary course of performing his or her duties,
of a risk of serious injury to the Registrant or its shareholders; or
(iii) based on transactions between the Registrant and its directors or another
corporation with interrelated directors, or on improper distributions, loans or
guarantees under applicable sections of the California Corporations Code.  In
addition, such limitation of liability does not affect the availability of


                                     II-1

<PAGE>

equitable remedies such as injunctive relief or rescission, although in certain
circumstances equitable relief may not be available as a practical matter.  Such
limitation may relieve the directors of monetary liability to the Registrant for
grossly negligent conduct, including conduct in situations involving attempted
takeovers of the Registrant.  No claim or litigation is currently pending
against the Registrant's directors that would be affected by such limitation of
liability.

          Articles IV and V of the Amended Articles of Incorporation of the
Registrant and Article VI of the Registrant's Amended and Restated Bylaws
provide for indemnification of its directors, officers and other agents to the
maximum extent permitted by the California Corporations Code. The underwriting
agreement entered into by the Registrant and the other parties names therein in
connection with the Registrant's initial public offering and secondary offerings
of its shares of Common Stock provides for the underwriters to indemnify the
Registrant, its directors and executive officers and other persons for certain
liabilities, including liabilities arising under the Securities Act of 1933, as
amended (the "1933 Act"). The amended and restated registration rights agreement
entered into by the Registrant and certain of its shareholders also provides for
indemnification by the Registrant in favor of such shareholders against certain
liabilities, including liabilities arising under the securities laws. The
Registrant also maintains insurance for the benefit of its current directors and
officers that insures such persons against certain liabilities, including
liabilities under the securities laws.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED
          
               Not Applicable.

Item 8.   EXHIBITS
          

EXHIBIT NUMBER    EXHIBIT
- --------------    -------

   5              Opinion and Consent of Gunderson Dettmer Stough
                  Villeneuve Franklin & Hachigian, LLP.

   23.1           Consent of Independent Auditors - KPMG Peat Marwick
                  LLP.

   23.2           Consent of Gunderson Dettmer Stough Villeneuve
                  Franklin & Hachigian, LLP is contained in Exhibit 5.

   24             Power of Attorney.  Reference is made to page II-4 of
                  this Registration Statement.

   99.1           Amended and Restated 1991 Stock Option Plan.

   99.2           Form of Notice of Grant with Option Agreement -
                  Employee (incorporated by reference to Exhibit 28.2 of
                  Registration Statement No. 33-647444).

   99.3           Form of Notice of Grant with Option Agreement -
                  Officer (incorporated by reference to Exhibit 28.3 of
                  Registration Statement No. 33-647444).

   99.4           Form of Notice of Grant with Option Agreement - Non-
                  Employee Director (incorporated by reference to
                  Exhibit 28.4 of Registration Statement No. 33-647444).

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 1933 Act, (ii) 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 (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change in such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required by those clauses to be included in a post-
effective amendment is contained in the periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference into this Registration Statement; (2) that, for the purpose of
determining any liability under the 1933 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

                                      II-2


<PAGE>

securities at that time shall be deemed to be the initial bona fide offering
thereof; and (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 Registrant's 1991 Stock Option Plan.

               B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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 tide offering thereof.

               C.   Insofar as indemnification for liabilities arising under the
1933 Act maybe permitted to directors officers or controlling persons of the
Registrant pursuant to the provisions and agreements summarized in Item 6 above
or otherwise, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.


                                      II-3

<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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 Palatine, State of Illinois, on this 18th day of July, 1996.

                                   INSURANCE AUTO AUCTIONS, INC.

                                   By:  /S/  James P. Alampi
                                        --------------------------------------
                                        James P. Alampi
                                        President and Chief Executive Officer



                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS

          That the undersigned officers and directors of INSURANCE AUTO
AUCTIONS, INC., a California Corporation, do hereby constitute and appoint James
P. Alampi and Linda Larrabee, and each one of them, the lawful attorneys and
agents, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the 1933 Act, and any rules or regulations or
requirements of the Commission in connection with this Registration Statement.
Without limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof.  This Power of Attorney may be signed in
several counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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


SIGNATURES                      TITLE                          DATE
- ----------                      -----                          ----
                                                              
/S/  James P. Alampi                                          
- ------------------------------                                 July 18, 1996
James P. Alampi                 President, Chief Executive                  
                                Officer and Director 
                                (Principal Executive Officer)
/S/  Linda Larrabee                                            July 18, 1996
- ------------------------------
Linda Larrabee                  Senior Vice President and                 
                                Chief Financial Officer 
                                (Principal Financial and 
                                Accounting Officer)                      
                              
                                     II-4


<PAGE>

SIGNATURES                          TITLE                      Date
- ----------                          -----                      ----

/S/  Bradley S. Scott                                          
- ------------------------------
Bradley S. Scott                    Chairman of the Board      July 18, 1996

/S/  Susan B. Gould                                                   
- ------------------------------
Susan B. Gould                      Director                   July 18, 1996

/S/  Melvin R. Martin                                                 
- ------------------------------
Melvin R. Martin                    Director                   July 18, 1996

/S/  Thomas J. O'Malia                                                
- ------------------------------
Thomas J. O'Malia                   Director                   July 18, 1996

/S/  Christopher G. Knowles                         
- ------------------------------
Christopher G. Knowles              Director                   July 18, 1996

/S/  Glen E. Tullman                                
- ------------------------------
Glen E. Tullman                     Director                   June 24, 1996

/S/  Richard A. Rosenthal                           
- ------------------------------
Richard A. Rosenthal                Director                   July 18, 1996


                                        II-5

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                      EXHIBITS

                                         TO

                                      FORM S-8

                                        UNDER

                                SECURITIES ACT OF 1933

                             INSURANCE AUTO AUCTIONS, INC.


<PAGE>

                                    EXHIBIT INDEX

EXHIBIT NUMBER    EXHIBIT                              SEQUENTIALLY
- --------------    -------                              NUMBERED PAGE
                                                       -------------

   5              Opinion and Consent of Gunderson     
                  Dettmer Stough Villeneuve Franklin
                  & Hachigian, LLP.

   23.1           Consent of Independent Auditors -    
                  KPMG Peat Marwick LLP.

   23.2           Consent of Gunderson Dettmer         
                  Stough Villeneuve Franklin &
                  Hachigian, LLP is contained in
                  Exhibit 5.

   24             Power of Attorney.  Reference is     
                  made to page II-4 of this
                  Registration Statement.

   99.1           Amended and Restated 1991 Stock      
                  Option Plan.

   99.2           Form of Notice of Grant with         
                  Option Agreement - Employee
                  (incorporated by reference to
                  Exhibit 28.2 of Registration
                  Statement No. 33-647444).

   99.3           Form of Notice of Grant with         
                  Option Agreement - Officer
                  (incorporated by reference to
                  Exhibit 28.3 of Registration
                  Statement No. 33-647444).

   99.4           Form of Notice of Grant with         
                  Option Agreement - Non-Employee
                  Director (incorporated by
                  reference to Exhibit 28.4 of
                  Registration Statement
                  No. 33-647444).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21364}]
{"company-data": {"conformed-name": "INSURANCE AUTO AUCTIONS INC /CA", "cik": "0000880026", "assigned-sic": "5010", "irs-number": "953790111", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08339", "film-number": "96596179"}, "business-address": {"street1": "1270 WEST NORTHWEST HIGHWAY", "city": "PALATINE", "state": "IL", "zip": "60067", "phone": "8477059550"}}
As filed with the Securities and Exchange Commission on July 18, 1996.
                                             Registration No. 333-_______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8

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

                         INSURANCE AUTO AUCTIONS, INC.
               (Exact name of issuer as specified in its charter)

         CALIFORNIA                                    95-3790111
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                   Identification Number)

                          1270 WEST NORTHWEST HIGHWAY
                            PALATINE, ILLINOIS 60067
               (Address of principal executive offices)(Zip Code)

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

                         INSURANCE AUTO AUCTIONS, INC.
                             1991 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                JAMES P. ALAMPI
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         INSURANCE AUTO AUCTIONS, INC.
                          1270 WEST NORTHWEST HIGHWAY
                            PALATINE, ILLINOIS 60067
                    (Name and address of agent for service)
                                 (847) 705-9550
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
                                                           PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES                      AMOUNT TO          OFFERING PRICE           AGGREGATE            AMOUNT OF
TO BE REGISTERED                      BE REGISTERED (1)     PER SHARE (2)        OFFERING PRICE (2)   REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
Options to Purchase Common Stock       250,000 shares              N/A                   N/A                  N/A
Common Stock                           250,000 shares             $9.56              $2,390,000               $825
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1991 Stock Option Plan by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the outstanding shares of Common
     Stock of Insurance Auto Auctions, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933 on the basis of the average of the high and low
     prices per share of Common Stock of Insurance Auto Auctions, Inc., on July
     12, 1996, as reported by the Nasdaq National Market.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               Insurance Auto Auctions, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):

          a.   The Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1995;
               
          b.   The Registrant's Quarterly Report on Form 10-Q for the
               fiscal quarter ended March 31, 1996;
               
          c.   The Registrant's Registration Statement No. 0-19594 on
               Form 8-A filed with the Commission on October 17, 1991, together
               with Amendments No. 1, 2 and 3 on Form 8 filed with the
               Commission on November 1, November 13, and November 15, 1991,
               respectively, in which there is described the terms, rights and
               provisions applicable to the Registrant's outstanding Common
               Stock; and
               
          d.   Any similar report filed subsequently with the
               Commission and distributed to the Registrant's shareholders.
               

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and 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 into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

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 California General Corporation Law provides that directors
will not be liable to the Registrant for monetary damages arising from a breach
of their fiduciary duty as directors in certain circumstances, including such
conduct during a merger or tender offer.  Such limitation does not affect
liability for any breach of a director's duty to the Registrant or its
shareholders (i) with respect to approval by the director of any transaction
from which he or she derives an improper personal benefit; (ii) with respect to
any acts or omissions involving an absence of good faith, which he or she
believes to be contrary to the best interests of the Company or its
shareholders, which involve intentional misconduct or a knowing and culpable
violation of law, which constitute an unexcused pattern of inattention that
amounts to an abdication of his or her duty to the Registrant or its
shareholders, or which show a reckless disregard for his or her duty to the
Registrant or its shareholders in circumstances in which he or she was, or
should have been, aware, in the ordinary course of performing his or her duties,
of a risk of serious injury to the Registrant or its shareholders; or
(iii) based on transactions between the Registrant and its directors or another
corporation with interrelated directors, or on improper distributions, loans or
guarantees under applicable sections of the California Corporations Code.  In
addition, such limitation of liability does not affect the availability of

                                     II-1
equitable remedies such as injunctive relief or rescission, although in certain
circumstances equitable relief may not be available as a practical matter.  Such
limitation may relieve the directors of monetary liability to the Registrant for
grossly negligent conduct, including conduct in situations involving attempted
takeovers of the Registrant.  No claim or litigation is currently pending
against the Registrant's directors that would be affected by such limitation of
liability.

          Articles IV and V of the Amended Articles of Incorporation of the
Registrant and Article VI of the Registrant's Amended and Restated Bylaws
provide for indemnification of its directors, officers and other agents to the
maximum extent permitted by the California Corporations Code. The underwriting
agreement entered into by the Registrant and the other parties names therein in
connection with the Registrant's initial public offering and secondary offerings
of its shares of Common Stock provides for the underwriters to indemnify the
Registrant, its directors and executive officers and other persons for certain
liabilities, including liabilities arising under the Securities Act of 1933, as
amended (the "1933 Act"). The amended and restated registration rights agreement
entered into by the Registrant and certain of its shareholders also provides for
indemnification by the Registrant in favor of such shareholders against certain
liabilities, including liabilities arising under the securities laws. The
Registrant also maintains insurance for the benefit of its current directors and
officers that insures such persons against certain liabilities, including
liabilities under the securities laws.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED
          
               Not Applicable.

Item 8.   EXHIBITS
          

EXHIBIT NUMBER    EXHIBIT
- --------------    -------

   5              Opinion and Consent of Gunderson Dettmer Stough
                  Villeneuve Franklin & Hachigian, LLP.

   23.1           Consent of Independent Auditors - KPMG Peat Marwick
                  LLP.

   23.2           Consent of Gunderson Dettmer Stough Villeneuve
                  Franklin & Hachigian, LLP is contained in Exhibit 5.

   24             Power of Attorney.  Reference is made to page II-4 of
                  this Registration Statement.

   99.1           Amended and Restated 1991 Stock Option Plan.

   99.2           Form of Notice of Grant with Option Agreement -
                  Employee (incorporated by reference to Exhibit 28.2 of
                  Registration Statement No. 33-647444).

   99.3           Form of Notice of Grant with Option Agreement -
                  Officer (incorporated by reference to Exhibit 28.3 of
                  Registration Statement No. 33-647444).

   99.4           Form of Notice of Grant with Option Agreement - Non-
                  Employee Director (incorporated by reference to
                  Exhibit 28.4 of Registration Statement No. 33-647444).

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 1933 Act, (ii) 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 (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change in such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required by those clauses to be included in a post-
effective amendment is contained in the periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference into this Registration Statement; (2) that, for the purpose of
determining any liability under the 1933 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

                                      II-2
securities at that time shall be deemed to be the initial bona fide offering
thereof; and (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 Registrant's 1991 Stock Option Plan.

               B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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 tide offering thereof.

               C.   Insofar as indemnification for liabilities arising under the
1933 Act maybe permitted to directors officers or controlling persons of the
Registrant pursuant to the provisions and agreements summarized in Item 6 above
or otherwise, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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 Palatine, State of Illinois, on this 18th day of July, 1996.

                                   INSURANCE AUTO AUCTIONS, INC.

                                   By:  /S/  James P. Alampi
                                        --------------------------------------
                                        James P. Alampi
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS

          That the undersigned officers and directors of INSURANCE AUTO
AUCTIONS, INC., a California Corporation, do hereby constitute and appoint James
P. Alampi and Linda Larrabee, and each one of them, the lawful attorneys and
agents, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the 1933 Act, and any rules or regulations or
requirements of the Commission in connection with this Registration Statement.
Without limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof.  This Power of Attorney may be signed in
several counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

SIGNATURES                      TITLE                          DATE
- ----------                      -----                          ----
                                                              
/S/  James P. Alampi                                          
- ------------------------------                                 July 18, 1996
James P. Alampi                 President, Chief Executive                  
                                Officer and Director 
                                (Principal Executive Officer)
/S/  Linda Larrabee                                            July 18, 1996
- ------------------------------
Linda Larrabee                  Senior Vice President and                 
                                Chief Financial Officer 
                                (Principal Financial and 
                                Accounting Officer)                      
                              
                                     II-4
SIGNATURES                          TITLE                      Date
- ----------                          -----                      ----

/S/  Bradley S. Scott                                          
- ------------------------------
Bradley S. Scott                    Chairman of the Board      July 18, 1996

/S/  Susan B. Gould                                                   
- ------------------------------
Susan B. Gould                      Director                   July 18, 1996

/S/  Melvin R. Martin                                                 
- ------------------------------
Melvin R. Martin                    Director                   July 18, 1996

/S/  Thomas J. O'Malia                                                
- ------------------------------
Thomas J. O'Malia                   Director                   July 18, 1996

/S/  Christopher G. Knowles                         
- ------------------------------
Christopher G. Knowles              Director                   July 18, 1996

/S/  Glen E. Tullman                                
- ------------------------------
Glen E. Tullman                     Director                   June 24, 1996

/S/  Richard A. Rosenthal                           
- ------------------------------
Richard A. Rosenthal                Director                   July 18, 1996

                                        II-5
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                      EXHIBITS

                                         TO

                                      FORM S-8

                                        UNDER

                                SECURITIES ACT OF 1933

                             INSURANCE AUTO AUCTIONS, INC.
EXHIBIT INDEX

EXHIBIT NUMBER    EXHIBIT                              SEQUENTIALLY
- --------------    -------                              NUMBERED PAGE
                                                       -------------

   5              Opinion and Consent of Gunderson     
                  Dettmer Stough Villeneuve Franklin
                  & Hachigian, LLP.

   23.1           Consent of Independent Auditors -    
                  KPMG Peat Marwick LLP.

   23.2           Consent of Gunderson Dettmer         
                  Stough Villeneuve Franklin &
                  Hachigian, LLP is contained in
                  Exhibit 5.

   24             Power of Attorney.  Reference is     
                  made to page II-4 of this
                  Registration Statement.

   99.1           Amended and Restated 1991 Stock      
                  Option Plan.

   99.2           Form of Notice of Grant with         
                  Option Agreement - Employee
                  (incorporated by reference to
                  Exhibit 28.2 of Registration
                  Statement No. 33-647444).

   99.3           Form of Notice of Grant with         
                  Option Agreement - Officer
                  (incorporated by reference to
                  Exhibit 28.3 of Registration
                  Statement No. 33-647444).

   99.4           Form of Notice of Grant with         
                  Option Agreement - Non-Employee
                  Director (incorporated by
                  reference to Exhibit 28.4 of
                  Registration Statement
                  No. 33-647444).