r<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1996
                                                     Registration No. 333-   
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             APS HOLDING CORPORATION
           (Exact name of registrant as specified in its charter)

             DELAWARE                                76-0306940
   (State or other jurisdiction of                (I.R.S.Employer
    incorporation or organization)               Identification No.)

                               WORLD HOUSTON PLAZA
                         15710 JOHN F. KENNEDY BOULEVARD
                                    SUITE 700
                           HOUSTON, TEXAS  77032-2347

       (Address of principal executive offices, including zip code)

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

                   A.P.S., INC. EXECUTIVE 401(k) DEFERRAL PLAN
                            (Full title of the plan)

                                E. EUGENE LAUVER
                             APS HOLDING CORPORATION
                               WORLD HOUSTON PLAZA
                         15710 JOHN F. KENNEDY BOULEVARD
                                    SUITE 700
                           HOUSTON, TEXAS  77032-2347
                    (Name and address of agent for service)

                                 (713) 507-1100
         (Telephone number, including area code, of agent for service)

                                   COPIES TO:

                                Michael P. Finch
                             Vinson & Elkins L.L.P.
                              2300 First City Tower
                               1001 Fannin Street
                           Houston, Texas  77002-6760

                         CALCULATION OF REGISTRATION FEE

<TABLE>
- -------------------------------------------------------------------------------------------------------
          TITLE OF                    AMOUNT          PROPOSED             PROPOSED          AMOUNT OF
      SECURITIES TO BE                TO BE        MAXIMUM OFFERING    MAXIMUM AGGREGATE    REGISTRATION
       REGISTERED(1)               REGISTERED(2)   PRICE PER SHARE     OFFERING PRICE (2)      FEE
- -------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>                <C>                   <C>
 Deferred Compensation
 Obligations . . . . . . . . . . .
- -------------------------------------------------------------------------------------------------------
 Common Stock, par value $.01
 per share (the "Common Stock"). .
- -------------------------------------------------------------------------------------------------------
      Total  . . . . . . . . . . .  $10,000,000           100%            $10,000,000           $3,449
- -------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Deferred Compensation Obligations of the Registrant to pay deferred
     compensation in the future in accordance with the terms of the A.P.S., Inc.
     Executive 401(k) Deferral Plan for a select group of eligible employees.
(2)  The amount to be registered is estimated solely for purposes of calculating
     the registration fee and includes such indeterminate number of shares of
     the Registrant's Common Stock as may be issued at indeterminate prices from
     time to time as one of the various investment options for participants in
     the A.P.S., Inc. Executive 401(k) Deferral Plan.

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

<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by APS Holding Corporation, a Delaware
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:

          (a)  Annual Report on Form 10-K for the fiscal year ended January 27,
               1996;

          (b)  Quarterly Report on Form 10-Q for the quarter ended April 25,
               1996;

          (c)  Current Report on Form 8-K dated January 25, 1996;

          (d)  Current Report on Form 8-KA dated January 25, 1996; and

          (e)  Description of the Common Stock contained in the Company's
               Prospectus dated September 23, 1993 which description is included
               in the Company's Registration Statement on Form S-1 (Registration
               Statement No. 33-66412).

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in any 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 in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.

ITEM 4.   DESCRIPTION OF SECURITIES.

          The Deferred Compensation Obligations registered hereunder (the
"Obligations") are unsecured obligations of the Registrant to pay deferred
compensation in the future in accordance with the terms of the A.P.S., Inc.
Executive 401(k) Deferral Plan (the "Plan") and the A.P.S., Inc. Executive
401(k) Deferral Plan Trust Agreement, dated as of August 14, 1996, between
A.P.S., Inc. and Texas Commerce Bank National Association, as Trustee (the
"Trust Agreement"), which are filed as Exhibits 4.3 and 4.4 to this Registration
Statement.  Such Exhibits set forth a description of the Obligations and are
incorporated herein by reference in their entirety in response to this Item 4.,
pursuant to Rule 411(b)(3) under the Securities Act of 1933.

          No participant under the Plan shall have any preferred claim to, or
any beneficial ownership interest in, any assets which are subject to the Trust
established by the Trust Agreement (the "Trust").  All such assets are subject
to the claims of the creditors of the participant's employer until they are paid
out of the Trust to the participant in accordance with the terms of the Plan. 
The Plan provides that payment of all Obligations of the Registrant's
subsidiaries under the Plan is guaranteed by the Registrant, and that any such
payment by the Registrant shall be made directly and not through the Trust.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.



                                    II-1


<PAGE>

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit the
personal liability of a director for violations of the director's fiduciary
duty, except (i) for acts or for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.  The Second Restated Certificate of Incorporation and Bylaws of the
Company contain provisions eliminating the liability of directors to the extent
permitted by Section 102(b)(7) of the DGCL.

          The Company is empowered by Section 145 of the DGCL, subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of his or her being or having been a director,
officer, employee or agent of the Company.  The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise.  Article VI of
the Bylaws of the Company provides for indemnification of each of the Company's
directors, officers and employees to the full extent permitted by the DGCL.

          An Indemnification Agreement exists among the Company, APS, Inc.,
Clayton, Dubilier & Rice, Inc. ("CD&R") and The Clayton & Dubilier Private
Equity Fund IV Limited Partnership ("Fund IV") that requires the Company and
APS, Inc. to indemnify CD&R, Fund IV, the general partner of Fund IV, and their
respective directors, officers, partners, employees, agents and controlling
persons (within the meaning of the Securities Act of 1933) and each other person
who is or becomes a director of the Company or APS, Inc. (the "Indemnitees") (i)
from and against all claims relating to certain potential liabilities and claims
that might arise under the securities laws from the operations of APS, Inc. and
its predecessors and, except in the case of gross negligence or intentional
misconduct, from providing management consulting and financial advisory services
and (ii) to the fullest extent permitted by applicable Delaware law, from acting
as directors of the Company and its subsidiaries or any breach or alleged breach
of his or her fiduciary duty as a director of the Company and its subsidiaries. 
In addition, the Company has agreed to indemnify the Indemnitees against any
suits, claims, damages or expenses which may be made against or incurred by them
under applicable securities laws in connection with offerings of securities of
the Company.  However, the Company will not be obligated to indemnify any
Indemnitee in the event that any such suit, claim, damage or expense is based
upon an untrue statement in any document, contract or agreement related to an
offering in reliance upon written information furnished by such Indemnitee
specifically for use in such document, contract and agreement.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

           4.1   Second Restated Certificate of Incorporation of the Company 
                 filed September 20, 1993 (Incorporated by reference to the 
                 exhibits filed with APS Holding Corporation's Form 10-Q for 
                 the quarter ended October 25, 1993.)

          *4.2   Amended and Restated Bylaws of the Company amended as of
                 November 14, 1994.

          *4.3   A.P.S., Inc. Executive 401(k) Deferral Plan, as adopted by 
                 the Registrant.

          *4.4   A.P.S., Inc. Executive 401(k) Deferral Plan Trust Agreement, 
                 dated August 14, 1996, between A.P.S., Inc. and Texas Commerce
                 Bank National Association, as Trustee, as adopted by the 
                 Registrant.

          *5.1   Opinion of E. Eugene Lauver, Esq.

          *23.1  Consent of Coopers & Lybrand L.L.P.

          *24.1  Powers of Attorney (included on signature page).

- -----------------------------
*    Filed with this Registration Statement.



                                    II-2


<PAGE>

                                  UNDERTAKINGS

          The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

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

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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
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.

          The undersigned Registrant hereby undertakes that, for the 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 Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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 Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 15th day of
August, 1996.

                                   APS HOLDING CORPORATION



                                   By: /s/ MARK S. HOFFMAN
                                       -----------------------------------
                                           Mark S. Hoffman
                                           President and Chief Executive Officer


          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on August 15, 1996.


                                POWER OF ATTORNEY

          Each person whose signature appears below appoints Mark S. Hoffman and
E. Eugene Lauver, and each of them, his true and lawful attorneys-in-fact and
agents (with full power to each of them to act alone), with full power of
substitution and resubstitution, for him, and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done (with full power to each of them to act alone), as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.


        SIGNATURE                          TITLE
        ---------                          -----


/s/ MARK S. HOFFMAN Director,      President and Chief Executive Officer
- ------------------------------     (Principal Executive Officer)
Mark S. Hoffman


/s/ THOMAS T. McENTIRE             Acting Chief Financial and Accounting Officer
- ------------------------------
Thomas T. McEntire


                                   Director
- ------------------------------
Theodore Barry


/s/ WILEY N. CALDWELL              Director
- ------------------------------
Wiley N. Caldwell


/s/ MICHAEL J. DUBILIER            Director
- ------------------------------
Michael J. Dubilier



                                    II-4


<PAGE>

/s/ JOSEPH P. FLANNERY             Director
- ------------------------------
Joseph P. Flannery


/s/ DONALD J. GOGEL                Director
- ------------------------------
Donald J. Gogel


/s/ HUBBARD C. HOWE                Director
- ------------------------------
Hubbard C. Howe


/s/ H. JACK MEANY                  Director
- ------------------------------
H. Jack Meany


/s JERRY K. MYERS                  Director
- ------------------------------
Jerry K. Myers



                                    II-5
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19806}]
{"company-data": {"conformed-name": "APS HOLDING CORPORATION", "cik": "0000860420", "assigned-sic": "5013", "irs-number": "760306940", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10217", "film-number": "96616332"}, "business-address": {"street1": "15710 JOHN F KENNEDY BLVD", "street2": "WORLD HOUSTON PLZ STE 700", "city": "HOUSTON", "state": "TX", "zip": "77032", "phone": "7137412470"}, "mail-address": {"street1": "15710 JOHN F KENNEDY BLVD", "city": "HOUSTON", "state": "TX", "zip": "77032-2347"}}
r
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1996
                                                     Registration No. 333-   
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             APS HOLDING CORPORATION
           (Exact name of registrant as specified in its charter)

             DELAWARE                                76-0306940
   (State or other jurisdiction of                (I.R.S.Employer
    incorporation or organization)               Identification No.)

                               WORLD HOUSTON PLAZA
                         15710 JOHN F. KENNEDY BOULEVARD
                                    SUITE 700
                           HOUSTON, TEXAS  77032-2347

       (Address of principal executive offices, including zip code)

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

                   A.P.S., INC. EXECUTIVE 401(k) DEFERRAL PLAN
                            (Full title of the plan)

                                E. EUGENE LAUVER
                             APS HOLDING CORPORATION
                               WORLD HOUSTON PLAZA
                         15710 JOHN F. KENNEDY BOULEVARD
                                    SUITE 700
                           HOUSTON, TEXAS  77032-2347
                    (Name and address of agent for service)

                                 (713) 507-1100
         (Telephone number, including area code, of agent for service)

                                   COPIES TO:

                                Michael P. Finch
                             Vinson & Elkins L.L.P.
                              2300 First City Tower
                               1001 Fannin Street
                           Houston, Texas  77002-6760

                         CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------------------------------
          TITLE OF                    AMOUNT          PROPOSED             PROPOSED          AMOUNT OF
      SECURITIES TO BE                TO BE        MAXIMUM OFFERING    MAXIMUM AGGREGATE    REGISTRATION
       REGISTERED(1)               REGISTERED(2)   PRICE PER SHARE     OFFERING PRICE (2)      FEE
- -------------------------------------------------------------------------------------------------------
Deferred Compensation
 Obligations . . . . . . . . . . .
- -------------------------------------------------------------------------------------------------------
 Common Stock, par value $.01
 per share (the "Common Stock"). .
- -------------------------------------------------------------------------------------------------------
      Total  . . . . . . . . . . .  $10,000,000           100%            $10,000,000           $3,449
- -------------------------------------------------------------------------------------------------------
(1)  The Deferred Compensation Obligations of the Registrant to pay deferred
     compensation in the future in accordance with the terms of the A.P.S., Inc.
     Executive 401(k) Deferral Plan for a select group of eligible employees.
(2)  The amount to be registered is estimated solely for purposes of calculating
     the registration fee and includes such indeterminate number of shares of
     the Registrant's Common Stock as may be issued at indeterminate prices from
     time to time as one of the various investment options for participants in
     the A.P.S., Inc. Executive 401(k) Deferral Plan.

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by APS Holding Corporation, a Delaware
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:

          (a)  Annual Report on Form 10-K for the fiscal year ended January 27,
               1996;

          (b)  Quarterly Report on Form 10-Q for the quarter ended April 25,
               1996;

          (c)  Current Report on Form 8-K dated January 25, 1996;

          (d)  Current Report on Form 8-KA dated January 25, 1996; and

          (e)  Description of the Common Stock contained in the Company's
               Prospectus dated September 23, 1993 which description is included
               in the Company's Registration Statement on Form S-1 (Registration
               Statement No. 33-66412).

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in any 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 in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.

ITEM 4.   DESCRIPTION OF SECURITIES.

          The Deferred Compensation Obligations registered hereunder (the
"Obligations") are unsecured obligations of the Registrant to pay deferred
compensation in the future in accordance with the terms of the A.P.S., Inc.
Executive 401(k) Deferral Plan (the "Plan") and the A.P.S., Inc. Executive
401(k) Deferral Plan Trust Agreement, dated as of August 14, 1996, between
A.P.S., Inc. and Texas Commerce Bank National Association, as Trustee (the
"Trust Agreement"), which are filed as Exhibits 4.3 and 4.4 to this Registration
Statement.  Such Exhibits set forth a description of the Obligations and are
incorporated herein by reference in their entirety in response to this Item 4.,
pursuant to Rule 411(b)(3) under the Securities Act of 1933.

          No participant under the Plan shall have any preferred claim to, or
any beneficial ownership interest in, any assets which are subject to the Trust
established by the Trust Agreement (the "Trust").  All such assets are subject
to the claims of the creditors of the participant's employer until they are paid
out of the Trust to the participant in accordance with the terms of the Plan. 
The Plan provides that payment of all Obligations of the Registrant's
subsidiaries under the Plan is guaranteed by the Registrant, and that any such
payment by the Registrant shall be made directly and not through the Trust.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                    II-1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit the
personal liability of a director for violations of the director's fiduciary
duty, except (i) for acts or for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.  The Second Restated Certificate of Incorporation and Bylaws of the
Company contain provisions eliminating the liability of directors to the extent
permitted by Section 102(b)(7) of the DGCL.

          The Company is empowered by Section 145 of the DGCL, subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of his or her being or having been a director,
officer, employee or agent of the Company.  The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise.  Article VI of
the Bylaws of the Company provides for indemnification of each of the Company's
directors, officers and employees to the full extent permitted by the DGCL.

          An Indemnification Agreement exists among the Company, APS, Inc.,
Clayton, Dubilier & Rice, Inc. ("CD&R") and The Clayton & Dubilier Private
Equity Fund IV Limited Partnership ("Fund IV") that requires the Company and
APS, Inc. to indemnify CD&R, Fund IV, the general partner of Fund IV, and their
respective directors, officers, partners, employees, agents and controlling
persons (within the meaning of the Securities Act of 1933) and each other person
who is or becomes a director of the Company or APS, Inc. (the "Indemnitees") (i)
from and against all claims relating to certain potential liabilities and claims
that might arise under the securities laws from the operations of APS, Inc. and
its predecessors and, except in the case of gross negligence or intentional
misconduct, from providing management consulting and financial advisory services
and (ii) to the fullest extent permitted by applicable Delaware law, from acting
as directors of the Company and its subsidiaries or any breach or alleged breach
of his or her fiduciary duty as a director of the Company and its subsidiaries. 
In addition, the Company has agreed to indemnify the Indemnitees against any
suits, claims, damages or expenses which may be made against or incurred by them
under applicable securities laws in connection with offerings of securities of
the Company.  However, the Company will not be obligated to indemnify any
Indemnitee in the event that any such suit, claim, damage or expense is based
upon an untrue statement in any document, contract or agreement related to an
offering in reliance upon written information furnished by such Indemnitee
specifically for use in such document, contract and agreement.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

           4.1   Second Restated Certificate of Incorporation of the Company 
                 filed September 20, 1993 (Incorporated by reference to the 
                 exhibits filed with APS Holding Corporation's Form 10-Q for 
                 the quarter ended October 25, 1993.)

          *4.2   Amended and Restated Bylaws of the Company amended as of
                 November 14, 1994.

          *4.3   A.P.S., Inc. Executive 401(k) Deferral Plan, as adopted by 
                 the Registrant.

          *4.4   A.P.S., Inc. Executive 401(k) Deferral Plan Trust Agreement, 
                 dated August 14, 1996, between A.P.S., Inc. and Texas Commerce
                 Bank National Association, as Trustee, as adopted by the 
                 Registrant.

          *5.1   Opinion of E. Eugene Lauver, Esq.

          *23.1  Consent of Coopers & Lybrand L.L.P.

          *24.1  Powers of Attorney (included on signature page).

- -----------------------------
*    Filed with this Registration Statement.

                                    II-2
UNDERTAKINGS

          The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

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

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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
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.

          The undersigned Registrant hereby undertakes that, for the 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 Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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 Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 15th day of
August, 1996.

                                   APS HOLDING CORPORATION

                                   By: /s/ MARK S. HOFFMAN
                                       -----------------------------------
                                           Mark S. Hoffman
                                           President and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on August 15, 1996.

                                POWER OF ATTORNEY

          Each person whose signature appears below appoints Mark S. Hoffman and
E. Eugene Lauver, and each of them, his true and lawful attorneys-in-fact and
agents (with full power to each of them to act alone), with full power of
substitution and resubstitution, for him, and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done (with full power to each of them to act alone), as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        SIGNATURE                          TITLE
        ---------                          -----

/s/ MARK S. HOFFMAN Director,      President and Chief Executive Officer
- ------------------------------     (Principal Executive Officer)
Mark S. Hoffman

/s/ THOMAS T. McENTIRE             Acting Chief Financial and Accounting Officer
- ------------------------------
Thomas T. McEntire

                                   Director
- ------------------------------
Theodore Barry

/s/ WILEY N. CALDWELL              Director
- ------------------------------
Wiley N. Caldwell

/s/ MICHAEL J. DUBILIER            Director
- ------------------------------
Michael J. Dubilier

                                    II-4
/s/ JOSEPH P. FLANNERY             Director
- ------------------------------
Joseph P. Flannery

/s/ DONALD J. GOGEL                Director
- ------------------------------
Donald J. Gogel

/s/ HUBBARD C. HOWE                Director
- ------------------------------
Hubbard C. Howe

/s/ H. JACK MEANY                  Director
- ------------------------------
H. Jack Meany

/s JERRY K. MYERS                  Director
- ------------------------------
Jerry K. Myers

                                    II-5