<PAGE>
     As filed with the Securities and Exchange Commission on March 27, 1997
                                             Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

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

                      KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

           California                                        95-2920557
       (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

          700 East Bonita Avenue                              91767
            Pomona, California                             (Zip code)
 (Address of principal executive offices)
                                                  
                                    ----------

                       1996 EMPLOYEE STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                                  
                                    ----------

                               CHARLES J. HOGARTY
                             Chief Operating Officer
                      Keystone Automotive Industries, Inc.
                             700 East Bonita Avenue
                            Pomona, California 91767
                     (Name and address of agent for service)

                                 (909) 624-8041
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              PAUL H. IRVING, ESQ.
                         Manatt, Phelps & Phillips, LLP
                          11355 West Olympic Boulevard
                          Los Angeles, California 90064
                                 (310) 312-4209

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE          
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
<S>                     <C>              <C>                <C>            <C>
                                            Proposed          Proposed     
                           Amount            maximum           maximum      Amount of   
Title of securities        to be         offering price       aggregate    registration 
to be registered        registered (1)    per share (2)     offering price     fee      
----------------------------------------------------------------------------------------

Common Stock              730,000           $16.50            $12,045,000     $3,650
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement covers, in addition to the number of shares of
     Common Stock stated above, such indeterminate number of shares of Common
     Stock as may be issued upon exercise of options granted under the 1996
     Employee Stock Incentive Plan as a result of the adjustment provisions
     thereof.

(2)  Estimated solely for purposes of calculating the amount of the registration
     fee pursuant to Rule 457 based upon the last sale price of the Common Stock
     as reported on the Nasdaq National Market System on March 21, 1997.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
                                                                                
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act"), and are
incorporated herein by reference.

Item 1.   PLAN INFORMATION.

     a.   Prospectus for the 1996 Employee Stock Incentive Plan

     b.   1996 Employee Stock Incentive Plan

     c.   Form of Incentive Stock Option Agreement

     d.   Form of Non-Qualified Stock Option Agreement

     e.   Form of Restricted Stock Agreement

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          The written statement required to be provided to participants pursuant
to this Item is set forth in the Prospectus referred to in Item 1 above.

                                       I-1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Keystone Automotive Industries, Inc. (the "Registrant") hereby files
this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "Commission") to register 730,000 shares of the Registrant's
Common Stock for issuance pursuant to the Registrant's 1996 Employee Stock
Incentive Plan (the "Plan"), and such indeterminate number of shares as may
become available under the Plan as a result of the adjustment provisions
thereof.

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents previously filed by the Registrant with the
Commission are incorporated in this Registration Statement by reference:

          (a)  That certain Prospectus dated June 20, 1996 filed by
          the Registrant pursuant to Rule 424(b) promulgated under the
          Securities Act that contain audited financial statements for
          the Registrant's latest fiscal year for which such
          statements have been filed.

          (b)  All other reports filed by the Registrant pursuant to
          Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), since the end of the fiscal year covered
          by the document referred to in (a) above.

          (c)  The description of the Common Stock of the Registrant contained
          in the Registrant's Registration Statement on Form 8-A, as declared
          effective by the Commission on June 20, 1996, including any amendment
          or report filed for the purpose of updating such information.

          All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to 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.

          Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by 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 4.   DESCRIPTION OF SECURITIES.

               Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 204 of the General Corporation Law of the State of California
(the "California Law") permits the limitation of the personal liability of a
director for monetary damages in an action brought by or in the right of the
corporation for breach of a director's duties to the corporation and its
shareholders under certain conditions and subject to certain limitations.

                                      II-1

<PAGE>

          Section 317 of the California Law (i) permits indemnification of
directors, officers, employees and other agents of the corporation under certain
conditions and subject to certain limitations and (ii) provides that the
corporation has the power to purchase and maintain insurance on behalf of its
directors, officers, employees and other agents against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such.

          Article Seven of the Restated Articles of Incorporation of the
Registrant provides as follows:

          SEVEN:  The liability of the directors of this corporation
          for monetary damages shall be eliminated to the fullest
          extent permissible under California law.  This corporation
          is authorized to provide indemnification of agents (as
          defined in Section 317 of the California Law) through bylaw
          provisions, agreements with agents, vote of shareholders or
          disinterested directors or otherwise, in excess of the
          indemnification otherwise permitted by Section 317 of the
          California Law, subject only to the applicable limits set
          forth in Section 204 of the California Law with respect to
          actions for breach of duty to the corporation and its
          shareholders.  This corporation is authorized to purchase
          and maintain insurance on behalf of its agents against any
          liability asserted against or incurred by the agent in such
          capacity or arising out of the agent's status as such from a
          company, the shares of which are owned in whole or in part
          by this corporation, provided that any policy issued by such
          company is limited to the extent required by applicable law. 
          Any repeal or modification of the foregoing provisions of
          this Article Seven by the shareholders of this corporation
          shall not adversely affect any right or protection of an
          agent of this corporation existing at the time of that
          repeal or modification.

          Section 3.16 of the Amended and Restated Bylaws of the Registrant
provides as follows:

          Section 3.16   INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND
OTHER AGENTS.

          (a)  The corporation shall, to the maximum extent and in the
          manner permitted by the California Corporations Code
          ("Code"), indemnify each of its directors against expenses
          (as defined in Section 317(a) of the Code), judgments,
          fines, settlements, and other amounts actually and
          reasonably incurred in connection with any proceeding (as
          defined in Section 317(a) of the Code), arising by reason of
          the fact that such person is or was an agent of the
          corporation.  For purposes of this Section 3.16, a
          "director" of the corporation includes any person (i) who is
          or was a director of the corporation, (ii) who is or was
          serving at the request of the corporation as a director of
          another corporation, partnership, joint venture, trust or
          other enterprise, or (iii) who was a director of a
          corporation which was a predecessor corporation of the
          corporation or of another enterprise at the request of such
          predecessor corporation.

          (b)  The corporation shall have the power, to the extent and
          in the manner permitted by the Code, to indemnify each of
          its officers, employees and agents against expenses (as
          defined in Section 317(a) of the Code), judgments, fines,
          settlements, and other amounts actually and reasonably
          incurred in connection with any proceeding (as defined in
          Section 317(a) of the Code), arising by reason of the fact
          that such person is or was an officer, employee or agent of
          the corporation.  For purposes of this Section 3.16, an
          "officer," "employee" or "agent" of the corporation includes
          any person (i) who is or was an officer, employee or agent
          of the corporation, (ii) who is or was serving at the
          request of the corporation as an officer, employee or agent
          of another corporation, partnership, joint venture, trust or
          other enterprise, or (iii) who was an officer, employee or
          agent of the corporation 

                                       II-2
<PAGE>

          which was a predecessor corporation of the corporation or 
          of another enterprise at the request of such predecessor 
          corporation.

          (c)  Expenses incurred in defending any civil or criminal
          action or proceeding for which indemnification is required
          pursuant to Section 3.16(a) shall be paid by the corporation
          in advance of the final disposition of such action or
          proceeding upon receipt of an undertaking by or on behalf of
          the indemnified party to repay such amount if it shall
          ultimately be determined that the indemnified party is not
          entitled to be indemnified as authorized in this
          Section 3.16.  Expenses incurred in defending any civil or
          criminal action or proceeding for which indemnification is
          permitted pursuant to Section 3.16(b) may be paid by the
          corporation in advance of the final disposition of such
          action or proceeding upon receipt of an undertaking by or on
          behalf of the indemnified party to repay such amount if it
          shall ultimately be determined that the indemnified party is
          not entitled to be indemnified as authorized in this
          Section 3.16.

          (d)  The indemnification provided by this Section 3.16 shall
          not be deemed exclusive of any other rights to which those
          seeking indemnification may be entitled under any bylaw,
          agreement, vote of shareholders or disinterested directors
          or otherwise, both as to action in an official capacity and
          as to action in another capacity while holding such office,
          to the extent that such additional rights to indemnification
          are authorized in the Articles of Incorporation.

          (e)  The corporation shall have the power to purchase and
          maintain insurance on behalf of any person who is or was an
          agent of the corporation against any liability asserted
          against or incurred by such person in such capacity or
          arising out of such person's status as such, whether or not
          the corporation would have the power to indemnify him
          against such liability under the provisions of this
          Section 3.16.

          (f)  No indemnification or advance shall be made under this
          Section 3.16, except where such indemnification or advance
          is mandated by law or the order, judgment or decree of any
          court of competent jurisdiction, in any circumstance where
          it appears:

               (1)  That it would be inconsistent with a provision of
          the Articles of Incorporation, these Bylaws, a resolution of
          the shareholders or an agreement in effect at the time of
          the accrual of the alleged cause of action asserted in the
          proceeding in which the expenses were incurred or other
          amounts were paid, which prohibits or otherwise limits
          indemnification; or

               (2)  That it would be inconsistent with any condition
          expressly imposed by a court in approving a settlement.

          The Registrant has entered into indemnification agreements with
certain of its directors and executive officers which require the Registrant to
indemnify such persons to the fullest extent permitted by applicable law.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                       II-3
<PAGE>

Item 8.   EXHIBITS.

   Exhibit                                                                    
   Number         Description                                                 
   -------        -----------
    3.1        Restated Articles of Incorporation of the Registrant.
    3.2        Amended and Restated Bylaws of the Registrant.
    5.1        Opinion of Manatt, Phelps & Phillips, LLP.                       
   23.1        Consent of Manatt, Phelps & Phillip, LLP (see Exhibit 5.1).      
   23.2        Consent of Independent Auditors (Ernst & Young LLP).
   24.1        Power of Attorney (See page II-6).                               
   99.1        1996 Employee Stock Incentive Plan.                              
   99.2        Form of Incentive Stock Option Agreement.
   99.3        Form of Non-Qualified Stock Option Agreement.
   99.4        Form of Restricted Stock Agreement.                              

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;

                    (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 to such information in this Registration Statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this 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 Securities Exchange Act of 1934 that are
incorporated by reference into this 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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 fide offering thereof.

                                       II-4
<PAGE>

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

          (d)  The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus, to each person the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14-c under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.

                                       II-5

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pomona, State of California, on this twenty-first day
of March, 1997.

                         KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

                               By /s/Charles J. Hogarty                
                                 --------------------------------------
                                     Charles J. Hogarty,
                                     Chief Operating Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Charles J. Hogarty and John M.
Palumbo his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent, or his substitute, may lawfully 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 and on the dates indicated.

<TABLE>
<CAPTION>

         Signature                         Title                             Date
         ---------                         -----                             ----
<S>                            <C>                                       <C>


/s/ Virgil K. Benton II                Chairman, Chief                   March 21, 1997
--------------------------     Executive Officer and Director 
    Virgil K. Benton II          (Principal Executive Officer) 
                                
                                                            
/s/ Charles J. Hogarty       President, Chief Operating Officer          March 21, 1997
--------------------------             and Director
    Charles J. Hogarty
                                 
                                 
/s/ Al A. Ronco                     Executive Vice President,            March 21, 1997
--------------------------           Secretary and Director  
    Al A. Ronco                   
                                  

/s/ Robert L. Blanton               Vice President - Finance             March 21, 1997
-------------------------- (Principal Financial and Accounting Officer) 
    Robert L. Blanton
                                                  
                                                  
/s/ John M. Palumbo               
--------------------------        Vice President and Treasurer           March 21, 1997
    John M. Palumbo   
                                                            
                                                                   
/s/ Timothy C. McQuay                                       
--------------------------                  Director                     March 21, 1997
    Timothy C. McQuay
                                                               
/s/ George E. Seebart
--------------------------                  Director                     March 21, 1997
    George E. Seebart

</TABLE>

                                        II-6

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------

                                    EXHIBITS
                                       TO
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                                 
                                    --------


                      KEYSTONE AUTOMOTIVE INDUSTRIES, INC.


<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

 Exhibit                                                                     
Sequential
  Number               Description                                             Page Number
----------             -----------                                             -----------
<S>            <C>                                                             <C>
   3.1         Restated Articles of Incorporation of the Registrant.                11
   3.2         Amended and Restated Bylaws of the Registrant.                       16
   5.1         Opinion of Manatt, Phelps & Phillips, LLP                            32
  23.1         Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1).         --
  23.2         Consent of Independent Auditors (Ernst & Young LLP).                 36
  24.1         Power of Attorney (See page II-6).                                   --
  99.1         1996 Employee Stock Incentive Plan.                                  38
  99.2         Form of Incentive Stock Option Agreement.                            44
  99.3         Form of Non-Qualified Stock Option Agreement.                        50
  99.4         Form of Restricted Stock Agreement.                                  56

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 27934}]
{"company-data": {"conformed-name": "KEYSTONE AUTOMOTIVE INDUSTRIES INC", "cik": "0001012393", "assigned-sic": "5013", "irs-number": "952920557", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24047", "film-number": "97565081"}, "business-address": {"street1": "700 E BONITA AVE", "city": "POMONA", "state": "CA", "zip": "91767", "phone": "9096248041"}, "mail-address": {"street1": "700 EAST BONITA AVE", "city": "POMONA", "state": "CA", "zip": "91767"}}
As filed with the Securities and Exchange Commission on March 27, 1997
                                             Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

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

                      KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

           California                                        95-2920557
       (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

          700 East Bonita Avenue                              91767
            Pomona, California                             (Zip code)
 (Address of principal executive offices)
                                                  
                                    ----------

                       1996 EMPLOYEE STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                                  
                                    ----------

                               CHARLES J. HOGARTY
                             Chief Operating Officer
                      Keystone Automotive Industries, Inc.
                             700 East Bonita Avenue
                            Pomona, California 91767
                     (Name and address of agent for service)

                                 (909) 624-8041
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              PAUL H. IRVING, ESQ.
                         Manatt, Phelps & Phillips, LLP
                          11355 West Olympic Boulevard
                          Los Angeles, California 90064
                                 (310) 312-4209
CALCULATION OF REGISTRATION FEE          
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Proposed          Proposed     
                           Amount            maximum           maximum      Amount of   
Title of securities        to be         offering price       aggregate    registration 
to be registered        registered (1)    per share (2)     offering price     fee      
----------------------------------------------------------------------------------------

Common Stock              730,000           $16.50            $12,045,000     $3,650
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
(1)  This Registration Statement covers, in addition to the number of shares of
     Common Stock stated above, such indeterminate number of shares of Common
     Stock as may be issued upon exercise of options granted under the 1996
     Employee Stock Incentive Plan as a result of the adjustment provisions
     thereof.

(2)  Estimated solely for purposes of calculating the amount of the registration
     fee pursuant to Rule 457 based upon the last sale price of the Common Stock
     as reported on the Nasdaq National Market System on March 21, 1997.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act"), and are
incorporated herein by reference.

Item 1.   PLAN INFORMATION.

     a.   Prospectus for the 1996 Employee Stock Incentive Plan

     b.   1996 Employee Stock Incentive Plan

     c.   Form of Incentive Stock Option Agreement

     d.   Form of Non-Qualified Stock Option Agreement

     e.   Form of Restricted Stock Agreement

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          The written statement required to be provided to participants pursuant
to this Item is set forth in the Prospectus referred to in Item 1 above.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Keystone Automotive Industries, Inc. (the "Registrant") hereby files
this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "Commission") to register 730,000 shares of the Registrant's
Common Stock for issuance pursuant to the Registrant's 1996 Employee Stock
Incentive Plan (the "Plan"), and such indeterminate number of shares as may
become available under the Plan as a result of the adjustment provisions
thereof.

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents previously filed by the Registrant with the
Commission are incorporated in this Registration Statement by reference:

          (a)  That certain Prospectus dated June 20, 1996 filed by
          the Registrant pursuant to Rule 424(b) promulgated under the
          Securities Act that contain audited financial statements for
          the Registrant's latest fiscal year for which such
          statements have been filed.

          (b)  All other reports filed by the Registrant pursuant to
          Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), since the end of the fiscal year covered
          by the document referred to in (a) above.

          (c)  The description of the Common Stock of the Registrant contained
          in the Registrant's Registration Statement on Form 8-A, as declared
          effective by the Commission on June 20, 1996, including any amendment
          or report filed for the purpose of updating such information.

          All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to 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.

          Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by 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 4.   DESCRIPTION OF SECURITIES.

               Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 204 of the General Corporation Law of the State of California
(the "California Law") permits the limitation of the personal liability of a
director for monetary damages in an action brought by or in the right of the
corporation for breach of a director's duties to the corporation and its
shareholders under certain conditions and subject to certain limitations.

                                      II-1
Section 317 of the California Law (i) permits indemnification of
directors, officers, employees and other agents of the corporation under certain
conditions and subject to certain limitations and (ii) provides that the
corporation has the power to purchase and maintain insurance on behalf of its
directors, officers, employees and other agents against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such.

          Article Seven of the Restated Articles of Incorporation of the
Registrant provides as follows:

          SEVEN:  The liability of the directors of this corporation
          for monetary damages shall be eliminated to the fullest
          extent permissible under California law.  This corporation
          is authorized to provide indemnification of agents (as
          defined in Section 317 of the California Law) through bylaw
          provisions, agreements with agents, vote of shareholders or
          disinterested directors or otherwise, in excess of the
          indemnification otherwise permitted by Section 317 of the
          California Law, subject only to the applicable limits set
          forth in Section 204 of the California Law with respect to
          actions for breach of duty to the corporation and its
          shareholders.  This corporation is authorized to purchase
          and maintain insurance on behalf of its agents against any
          liability asserted against or incurred by the agent in such
          capacity or arising out of the agent's status as such from a
          company, the shares of which are owned in whole or in part
          by this corporation, provided that any policy issued by such
          company is limited to the extent required by applicable law. 
          Any repeal or modification of the foregoing provisions of
          this Article Seven by the shareholders of this corporation
          shall not adversely affect any right or protection of an
          agent of this corporation existing at the time of that
          repeal or modification.

          Section 3.16 of the Amended and Restated Bylaws of the Registrant
provides as follows:

          Section 3.16   INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND
OTHER AGENTS.

          (a)  The corporation shall, to the maximum extent and in the
          manner permitted by the California Corporations Code
          ("Code"), indemnify each of its directors against expenses
          (as defined in Section 317(a) of the Code), judgments,
          fines, settlements, and other amounts actually and
          reasonably incurred in connection with any proceeding (as
          defined in Section 317(a) of the Code), arising by reason of
          the fact that such person is or was an agent of the
          corporation.  For purposes of this Section 3.16, a
          "director" of the corporation includes any person (i) who is
          or was a director of the corporation, (ii) who is or was
          serving at the request of the corporation as a director of
          another corporation, partnership, joint venture, trust or
          other enterprise, or (iii) who was a director of a
          corporation which was a predecessor corporation of the
          corporation or of another enterprise at the request of such
          predecessor corporation.

          (b)  The corporation shall have the power, to the extent and
          in the manner permitted by the Code, to indemnify each of
          its officers, employees and agents against expenses (as
          defined in Section 317(a) of the Code), judgments, fines,
          settlements, and other amounts actually and reasonably
          incurred in connection with any proceeding (as defined in
          Section 317(a) of the Code), arising by reason of the fact
          that such person is or was an officer, employee or agent of
          the corporation.  For purposes of this Section 3.16, an
          "officer," "employee" or "agent" of the corporation includes
          any person (i) who is or was an officer, employee or agent
          of the corporation, (ii) who is or was serving at the
          request of the corporation as an officer, employee or agent
          of another corporation, partnership, joint venture, trust or
          other enterprise, or (iii) who was an officer, employee or
          agent of the corporation 

                                       II-2
which was a predecessor corporation of the corporation or 
          of another enterprise at the request of such predecessor 
          corporation.

          (c)  Expenses incurred in defending any civil or criminal
          action or proceeding for which indemnification is required
          pursuant to Section 3.16(a) shall be paid by the corporation
          in advance of the final disposition of such action or
          proceeding upon receipt of an undertaking by or on behalf of
          the indemnified party to repay such amount if it shall
          ultimately be determined that the indemnified party is not
          entitled to be indemnified as authorized in this
          Section 3.16.  Expenses incurred in defending any civil or
          criminal action or proceeding for which indemnification is
          permitted pursuant to Section 3.16(b) may be paid by the
          corporation in advance of the final disposition of such
          action or proceeding upon receipt of an undertaking by or on
          behalf of the indemnified party to repay such amount if it
          shall ultimately be determined that the indemnified party is
          not entitled to be indemnified as authorized in this
          Section 3.16.

          (d)  The indemnification provided by this Section 3.16 shall
          not be deemed exclusive of any other rights to which those
          seeking indemnification may be entitled under any bylaw,
          agreement, vote of shareholders or disinterested directors
          or otherwise, both as to action in an official capacity and
          as to action in another capacity while holding such office,
          to the extent that such additional rights to indemnification
          are authorized in the Articles of Incorporation.

          (e)  The corporation shall have the power to purchase and
          maintain insurance on behalf of any person who is or was an
          agent of the corporation against any liability asserted
          against or incurred by such person in such capacity or
          arising out of such person's status as such, whether or not
          the corporation would have the power to indemnify him
          against such liability under the provisions of this
          Section 3.16.

          (f)  No indemnification or advance shall be made under this
          Section 3.16, except where such indemnification or advance
          is mandated by law or the order, judgment or decree of any
          court of competent jurisdiction, in any circumstance where
          it appears:

               (1)  That it would be inconsistent with a provision of
          the Articles of Incorporation, these Bylaws, a resolution of
          the shareholders or an agreement in effect at the time of
          the accrual of the alleged cause of action asserted in the
          proceeding in which the expenses were incurred or other
          amounts were paid, which prohibits or otherwise limits
          indemnification; or

               (2)  That it would be inconsistent with any condition
          expressly imposed by a court in approving a settlement.

          The Registrant has entered into indemnification agreements with
certain of its directors and executive officers which require the Registrant to
indemnify such persons to the fullest extent permitted by applicable law.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                       II-3
Item 8.   EXHIBITS.

   Exhibit                                                                    
   Number         Description                                                 
   -------        -----------
    3.1        Restated Articles of Incorporation of the Registrant.
    3.2        Amended and Restated Bylaws of the Registrant.
    5.1        Opinion of Manatt, Phelps & Phillips, LLP.                       
   23.1        Consent of Manatt, Phelps & Phillip, LLP (see Exhibit 5.1).      
   23.2        Consent of Independent Auditors (Ernst & Young LLP).
   24.1        Power of Attorney (See page II-6).                               
   99.1        1996 Employee Stock Incentive Plan.                              
   99.2        Form of Incentive Stock Option Agreement.
   99.3        Form of Non-Qualified Stock Option Agreement.
   99.4        Form of Restricted Stock Agreement.                              

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;

                    (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 to such information in this Registration Statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this 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 Securities Exchange Act of 1934 that are
incorporated by reference into this 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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 fide offering thereof.

                                       II-4
(c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or 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.

          (d)  The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus, to each person the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14-c under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.

                                       II-5
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 Pomona, State of California, on this twenty-first day
of March, 1997.

                         KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

                               By /s/Charles J. Hogarty                
                                 --------------------------------------
                                     Charles J. Hogarty,
                                     Chief Operating Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Charles J. Hogarty and John M.
Palumbo his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent, or his substitute, may lawfully 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 and on the dates indicated.
Signature                         Title                             Date
         ---------                         -----                             ----
/s/ Virgil K. Benton II                Chairman, Chief                   March 21, 1997
--------------------------     Executive Officer and Director 
    Virgil K. Benton II          (Principal Executive Officer) 
                                
                                                            
/s/ Charles J. Hogarty       President, Chief Operating Officer          March 21, 1997
--------------------------             and Director
    Charles J. Hogarty
                                 
                                 
/s/ Al A. Ronco                     Executive Vice President,            March 21, 1997
--------------------------           Secretary and Director  
    Al A. Ronco                   
                                  

/s/ Robert L. Blanton               Vice President - Finance             March 21, 1997
-------------------------- (Principal Financial and Accounting Officer) 
    Robert L. Blanton
                                                  
                                                  
/s/ John M. Palumbo               
--------------------------        Vice President and Treasurer           March 21, 1997
    John M. Palumbo   
                                                            
                                                                   
/s/ Timothy C. McQuay                                       
--------------------------                  Director                     March 21, 1997
    Timothy C. McQuay
                                                               
/s/ George E. Seebart
--------------------------                  Director                     March 21, 1997
    George E. Seebart
II-6
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------

                                    EXHIBITS
                                       TO
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                                 
                                    --------

                      KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
EXHIBIT INDEX
Exhibit                                                                     
Sequential
  Number               Description                                             Page Number
----------             -----------                                             -----------
3.1         Restated Articles of Incorporation of the Registrant.                11
   3.2         Amended and Restated Bylaws of the Registrant.                       16
   5.1         Opinion of Manatt, Phelps & Phillips, LLP                            32
  23.1         Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1).         --
  23.2         Consent of Independent Auditors (Ernst & Young LLP).                 36
  24.1         Power of Attorney (See page II-6).                                   --
  99.1         1996 Employee Stock Incentive Plan.                                  38
  99.2         Form of Incentive Stock Option Agreement.                            44
  99.3         Form of Non-Qualified Stock Option Agreement.                        50
  99.4         Form of Restricted Stock Agreement.                                  56