<TABLE>
<CAPTION>
<S>                                                                                                      <C>
                              As Filed with the Securities and Exchange Commission on January 28, 2000

                                                                                                         Registration No. 333-______

====================================================================================================================================

                                                 SECURITIES AND EXCHANGE COMMISSION

                                                        Washington, DC 20549

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

                                                           FORM S-8 / S-3
                                                       REGISTRATION STATEMENT

                           (including registration of shares for resale by means of a Form S-3 Prospectus)

                                                                Under
                                                     The Securities Act of 1933

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

                                                        U.S. ELECTRICAR, INC.
                                       (Exact name of registrant as specified in its charter)

                           California                                                         95-3056150
                     (State Incorporation)                                       (I.R.S. Employer Identification No.)

                                                     19850 South Magellan Drive
                                                     Torrance, California 90502

                                              (Address of principal executive offices)

                                                       1996 STOCK OPTION PLAN
                                                    SHARES ISSUED AS COMPENSATION
                                                            CARL D. PERRY
                                                       Chief Executive Officer
                                                       U. S. ELECTRICAR, INC.
                                                     19850 South Magellan Drive
                                                     Torrance, California 90502

                                               (Name and address of agent for service)

                                                           (310) 527-2800
                               (Telephone number, including area code, of agent for service) Copy to:

                                                       Donald C. Reinke, Esq.
                                                      Bay Venture Counsel, LLP
                                                  1999 Harrison Street, Suite 1300
                                                      Oakland, California 94612
                                                            510-273-8750

                                                       -----------------------
</TABLE>
<TABLE>

<CAPTION>

                                                CALCULATION OF REGISTRATION FEE

===================================================================================================================================
                                                                  Proposed Maximum       Proposed Maximum
            Title of Each Class of             Amount to be      Offering Price Per     Aggregate Offering         Amount of
         Securities to be Registered            Registered              Share                  Price            Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>                   <C>                     <C>
    Common Stock, no par value per share:
    subject to outstanding options under
    the 1996 Stock Option Plan;                     40,331,818       $ 0.21(1)             $ 8,469,682(1)          $2,236.00
    reserved under the 1996 Stock Option
    Plan;                                            4,668,182       $ 0.55(2)             $ 2,567,500(2)          $  677.82
    issued to employees as compensation
                                                       808,400       $ 0.55(3)             $   444,620(3)          $  117.82

===================================================================================================================================
<FN>

(1)  Estimated  in  accordance  with Rule 457 (h) solely for the purpose of  calculating  the  registration  fee on the basis of the
     weighted average exercise price of $0.21 per share for outstanding  options to purchase a total of 40, 331,818 shares of Common
     Stock
(2)  $0.55 per share (which is the average of the high and low prices of  Registrant's  Common Stock as reported on the OTC Bulletin
     Board on January 21, 2000) for 4, 668, 182 shares of Common Stock reserved for issuance thereunder.
(3)  Estimated in accordance with Rule 457 (h) solely for the purpose of calculating the  registration fee on the basis of $0.55 per
     share,  which is the average of the high and low prices of  Registrant's  Common Stock as reported on the OTC Bulletin Board on
     January 21, 2000.

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

====================================================================================================================================
</FN>
</TABLE>



<PAGE>



                                    PART I.

                  INFORMATION REQUIRED IN THE 10 (a) PROSPECTUS

                                EXPLANATORY NOTE

         At our Annual  Meeting held on May 9, 1997, our  shareholders  approved
our 1996 Stock  Option  Plan.  The  options  granted  under the 1996 Plan may be
either  incentive  stock  options  ("ISOs")  as defined  in  Section  422 of the
Internal Revenue Code of 1986, as amended, or options not intended to qualify as
incentive  stock options  ("Non-Qualified  Options").  The authorized  number of
shares  reserved  for  issuance  under  the  1996  Plan  was   15,000,000.   Our
shareholders increased the authorized number of shares from 15,000,000 shares to
45,000,000  shares on July 29,  1999.  This  registration  statement  contains a
Reoffer  Prospectus  prepared in accordance  with the  requirements of Part I of
Form S-3. The prospectus  covers offers and sales of shares of common stock,  no
par value of U.S. Electricar, Inc. by: (i) employees,  directors and consultants
of U.S.  Electricar with respect to shares of our common stock that are reserved
under  our  1996  Plan or that may be  issued  upon the  exercise  of  currently
outstanding  options granted under our 1996 Plan; and (ii)  Messieurs.  Kang and
Goodarzi  with respect to 808,404  shares of our common stock that may be issued
to them upon the  exercise  of options  granted to them as  compensation.  These
shareholders   are  identified  below  in  the  section  entitled  "The  Selling
Shareholders."  Options or shares of common  stock also may be issued  under the
1996 Plan in amounts and to persons not presently known by us. Such information,
when know, may be included in an amendment to this prospectus.

         The 1996 Plan  provide  for the grant of stock  options  to  employees,
directors and consultants of U.S.  Electricar.  The option price with respect to
ISOs may not be less than 100% of the fair market value of the underlying shares
on the date of grant of the option.  However, in the case of an ISO granted to a
person  owning over 10% of the common  stock,  the option  price may not be less
than 110% of such fair market  value.  The exercise  price or the  Non-Qualified
Options may not be less than 85% of the fair market value. The fair market value
is the  closing  sale  price of the Common  Stock as  reported  on the  National
Association of Securities  Dealers Bulletin Board on the last market trading day
prior to the time of the grant.  The aggregate fair market value  (determined at
the time of grant) of the common stock subject to ISOs may not exceed  $100,000.
ISOs are exercisable over the exercise period specified in the applicable option
agreement,  but in no event may such  period  exceed five years from the date of
grant. In the case of an ISO granted to any person owning over 10% of the common
stock,  the  exercise  period may not exceed  five years from the date of grant.
Non-Qualified Options are exercisable over a period of up to five years from the
date of grant. Options granted under the 1996 Plan are generally nontransferable
and,  with certain  exceptions  in the event of the death or  disability  of the
optionee,  options granted under the 1996 Plan generally  terminate  ninety days
after  termination  of an optionee's  employment  with us. The 1996 Stock Option
Plan, as amended, is an exhibit to our Annual Report on Form 10-K filed with the
Securities  and  Exchange  Commission  on October 29, 1999 and should be read in
connection herewith.

                               REOFFER PROSPECTUS

                              U.S. ELECTRICAR, INC.

                         808,404 SHARES OF COMMON STOCK
             Issued to Messieurs. Kang and Goodarzi as Compensation

         This prospectus  relates to the offering of up to 808,404 shares of our
common stock which may be sold from time to time in one or more  transactions by
Messieurs.  Don Kang and  Gholam  A.  Goodarzi,  employees  of U.S.  Electricar.
Messieurs.  Kang and Goodarzi are also identified  below in the section entitled
"The Selling Shareholders."

         We  will  not  receive  any  proceeds  from  the  sale  by the  selling
shareholders of the shares covered by this prospectus.

                                       1

<PAGE>

         The  selling  shareholders  will sell the  shares  at prices  which are
current  when the sales take  place or at other  prices  upon which the  parties
agree. The selling  shareholders may or may not use brokers and dealers in these
transactions,  but will pay brokerage fees or  commissions if relevant.  We will
pay all of the expenses  associated with the registration of the shares and this
prospectus.

         Our Common Stock is traded on the over-the-counter market and quoted on
the National  Association of Securities  Dealers (NASD) Bulletin Board under the
symbol  "ECAR." On January 21, 2000,  the closing sale price of our Common Stock
on the OTC Bulletin Board was $0.55 per share.

Investment in our common stock involves  risk.  See "risk factors"  beginning on
page 5 of this prospectus.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved these  securities,  or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

         The date of this prospectus is January 28, 2000.



                                       2
<PAGE>



                               TABLE OF CONTENTS

                                                                            Page

Prospectus ................................................................    4
U. S. Electricar ..........................................................    5
Risk Factors ..............................................................    5
Disclosure Regarding Forward-Looking Statements ...........................   10
Use of Proceeds ...........................................................   10
The Selling Shareholders ..................................................   10
Plan of Distribution ......................................................   11
Legal Matters .............................................................   12
Experts ...................................................................   12
Documents Incorporated by Reference .......................................   12
Where to Find More Information About U.S. Electricar ......................   13
Indemnification and the SEC's Position on Enforceability ..................   13
Information Required in Registration Statement ............................   13
Signatures ................................................................   16
Power of Attorney .........................................................   17
Index to Exhibits .........................................................   18






                                       3





<PAGE>


                                   PROSPECTUS

         You should read the entire  prospectus,  especially the risks discussed
under  "Risk  Factors"  beginning  on page 5 of this  prospectus  and the  other
information  incorporated  by  reference  in this  prospectus  before  making an
investment decision.



                                       4
<PAGE>


                                 U.S. ELECTRICAR

         Our  principal  executive  offices are located at 19850 South  Magellan
Drive,  Torrance,  California  90502.  The telephone  number at that location is
(310) 527-2800.

         U.S.  Electricar  designs,  develops  and markets  electric  and hybrid
electric  drive-trains and their related  components as well as alternative fuel
vehicles. The drive-trains  incorporate our proprietary Panther technology which
consists of an electric motor and electronic  controls that regulate the flow of
electricity  to and from the  batteries  (at various  voltage and  amperages) to
propel the vehicle. We are also developing new battery technologies based on our
Panther(TM)  technology  that are so precise that they could be used for battery
conditioning.  Other  components  such as air  conditioning,  heat  pump  units,
electro-hydraulic  power steering units are being  developed and designed by us.
We are currently  focusing our  development  efforts  primarily in the following
areas:

         o        Technical  proposals  and program  development  under the U.S.
                  government's  Defense Advanced Research Project Agency and the
                  Department of Transportation;
         o        Power  Control and Drive Systems and related  technologies;
         o        Shuttle and Transit Bus  integration  and  development;  and
         o        Subsystem   development   (i.e.,   climate   control,    power
                  management).

         We have  made our  Panther(TM)  technology  available  to  third  party
vendors  for  integration  into  their  own  products.   We  are  also  offering
BatterCare(TM), a battery management system to Original Equipment Manufacturers.
We have  several  key  contracts  with the U.S.  government's  Defense  Advanced
Research  Project  Agency and the  Department of  Transportation,  including the
analysis  of a new  plastic  lithium ion  vehicle  battery  concept,  testing of
advanced vehicle batteries and development of an airport electric passenger tram
system.  We also have several  major  engineering  contracts  with Hyundai Motor
Company to design,  develop and test electric drive-trains and related products.
Hyundai  Motor Company is also  contracting  with us for the  development  of an
advanced charging unit and a hybrid electric vehicle.

                                  RISK FACTORS

         You should  carefully  consider the risks described below before making
an investment decision. The risks and uncertainties  described below are not the
only ones facing us.  Additional risks and  uncertainties not presently known to
us or that we currently deem immaterial may also impair our business operations.
This prospectus also contains  "forward-looking"  statements which involve risks
and  uncertainties.  Our  actual  results  could  differ  materially  from those
anticipated in these forward-looking  statements as a result of certain factors,
including those set forth below and elsewhere in this prospectus.

If we do not  raise  significant  additional  capital,  we  will  be  unable  to
commercialize our products or to fund continuing  operations.

         We need  substantial  working  capital  to fund our  operations.  As of
October 31, 1999, we had an accumulated  deficit of  $85,686,000.  Our long-term
capital  requirements will depend on numerous  factors,  including among others,
the extent and progress of additional  development and manufacturing  activities
related to electric  vehicles.  During the three years ended July 31,  1999,  we
obtained  approximately  $3  million  (net of  debt  repayments)  in  cash  from
financial  activities  through  private  placements of common stock and Series A
preferred  stock,  the  exercise of options and  warrants,  and the  issuance of
convertible  subordinated notes payable and secured convertible bonds and notes.
During the fiscal year ended July 31, 1999, we received $200,000 from a European
investor  group in the form of a  short-term,  non-interest  bearing  promissory
note.  Unless  we are  successful  in our  efforts  to  establish  collaborative
agreements to sell our electric and hybrid  drive-trains and electric  vehicles,
our cash resources will be used to satisfy our existing liabilities, and we will
therefore  be unable to fund our  operations,  which may  result in  significant
delay of our planned  activities or the cessation



                                       5
<PAGE>


of operations.  Even if we are  successful in these efforts to raise  additional
funds,  such funds may not be  adequate  to fund our  operations  on a long-term
basis.  We expect that we will  continue to incur  losses  through 2000 and will
have to rely extensively on cash from external financing.

         We will need to obtain  additional  funding  through  public or private
equity or debt  financing,  collaborative  agreements  or from other  sources to
continue our research and development  activities,  fund operating  expenses and
commercialize  our  products.  If we raise  additional  funds by issuing  equity
securities,  current  stockholders may experience  significant  dilution.  If we
obtain additional funds through collaborative  agreements, we may be required to
relinquish  rights  to  certain  of  our  technologies,  products  or  marketing
territories that we would otherwise seek to develop or commercialize  ourselves.
We may be unable to obtain adequate  financing on acceptable  terms when needed.
If we are  unable  to  obtain  adequate  funds,  we may be  required  to  reduce
significantly our spending and delay, scale back or eliminate one or more of our
research,  development,  or  commercialization  programs,  which  would  have  a
material  adverse  effect on our  business,  financial  condition and results of
operations.

We cannot predict our future profitability.

         We have spent  substantial  amounts of money on research,  development,
administrative  and  other  costs  associated  with our  efforts  to  become  an
international   manufacturer  and  distributor  of  electric  vehicles.  We  are
obligated to perform research and development  activities under  development and
licensing agreements.  We intend to continue increasing certain of our operating
expenditures, including our research and development and sales and marketing. We
cannot assure you that we will generate a sufficient  level of revenue to offset
these expenditures or achieve or sustain profitability,  or that we will be able
to adjust spending in a timely manner to respond to any unanticipated decline in
revenue  due to the fact  that our  expenditures  for sales  and  marketing  and
research and development are, in the short term,  relatively  fixed. Our ability
to increase  revenues or achieve  profitability in the future will depend on our
ability to increase sales of our products, reduce the cost of manufacturing, and
successfully  introduce and sell enhanced  versions of our existing products and
new products.

Our operating  results are likely to fluctuate in future periods and may fail to
meet the expectations of securities analysts or investors.

         Our annual and quarterly  operating results have fluctuated in the past
and may fluctuate  significantly in the future as a result of numerous  factors,
some of which are outside of our control. These factors include:

         o        market acceptance of our products;
         o        competitive  pressures,  including  pricing pressures from our
                  partners and competitors;
         o        the timing or cancellation of key contracts;
         o        the  timing  of  new  product  by  us,  our  partners  or  our
                  competitors;
         o        variations in the mix of products offered by us;
         o        changes in the pricing policies of our suppliers;
         o        the availability and cost of key components; and
         o        the timing of personnel hiring.

         We may also  experience  substantial  period to period  fluctuations in
future operating results and declines in gross margin as a result of the erosion
of average  selling  prices for electric  propulsion  systems and components for
electric and hybrid vehicles due to a number of factors,  including  competition
and rapid  technological  change.  We anticipate that average selling prices for
our products will decrease over time due to  competitive  pressures.  Decreasing
average selling prices could cause us to experience  decreased  revenues despite
an increase in the number of units  sold.  We cannot  assure you that we will be
able to sustain or improve our gross  margins in the future,  or that we will be
able to offset future price declines with cost reductions.



                                       6
<PAGE>

         As a result of these and other  factors,  it is  possible  that in some
future period our operating results will be below the expectations of securities
analysts and  investors.  In that event,  the trading  price of our common stock
would likely decline.

Product  liability  claims  asserted  against us in the future  could exceed our
insurance coverage and result in substantial liability.

         Our business exposes us to potential  product  liability risks that are
inherent in the development,  testing, manufacture,  marketing and sale of motor
vehicles.  Product liability insurance for the motor vehicles industry generally
is expensive.  Our present product liability insurance coverage,  which includes
coverage for acts by third parties,  including manufacturers of our product, may
not be  adequate.  We will also need to increase  our  insurance  coverage as we
further develop our products,  and we may be unable to obtain adequate insurance
coverage  against  all  potential  claims  at a  reasonable  cost.  Some  of our
development and manufacturing  agreements contain insurance and  indemnification
provisions   pursuant  to  which  we  could  be  held  accountable  for  certain
occurrences.  If we are  subject to product  liability  claims for which we have
inadequate insurance,  we could be required to use a large amount of cash, which
would  then  not  be  available  for  funding   operations  or  development  and
commercialization of our products.

Our market is subject to rapid technological change.

         The electric vehicle  industry is still in its infancy.  These products
encompass a wide variety of  technologies  aimed at both consumer and commercial
markets.  The critical role of technology in this market is demonstrated through
several product offerings.  Applied  technologies range from direct current (DC)
motor drives to alternate  current (AC) induction motor drives,  from conversion
vehicles to  purpose-built  (OEM)  vehicles,  from  lead-acid  batteries to more
advanced  power  storage  technologies  and from  traditional  materials to more
advanced  composite  materials.  As the industry  matures,  key technologies and
capabilities are expected to play critical  competitive roles. If we do not meet
these  technological  changes and  challenges by introducing  new products,  our
product line will become obsolete which would have a material  adverse effect on
our business,  financial  condition and results of operations.  We cannot assure
you that we will be able to respond  quickly and  effectively  to  technological
change.

The market in which we operate is highly competitive,  and we may not be able to
compete effectively.

         The competition to develop and market  electric  vehicles has increased
during the last year.  There are many large and small  companies,  both domestic
and foreign,  now in, poised to enter,  or entering this  industry.  Most of the
major  domestic  and  foreign   automobile   manufacturers   (1)  have  produced
design-concept  electric  vehicles,  and/or (2) have developed improved electric
storage, propulsion and control systems, and/or (3) are now entering or planning
to enter into production.  Several non-automotive  companies are also developing
improved  electric storage,  propulsion and control systems.  Our most immediate
competitors are:  Solectria,  Inc.,  Siemens AG, and Lockheed  Martin,  Inc. Our
future  prospects will be highly  dependent upon the successful  development and
introduction  of new  products  that are  responsive  to market needs and can be
manufactured  and sold at a  profit.  The  development  of  hybrid-electric  and
alternative fuel vehicles, such as compressed natural gas, fuel cells and hybrid
cars poses a competitive  threat to us in markets for low emission  vehicles but
not in markets where government mandates call for zero emission vehicles. Growth
of the present limited demand for electric  vehicles depends upon the ability of
electric and  hybrid-electric  vehicles to  successfully  compete with  vehicles
powered with internal combustion engines on price and performance.  There can be
no assurance that we will be able to successfully develop or market new products
that will compete effectively.

         Some of our competitors and potential  competitors  have  substantially
greater name recognition and technical,  financial and marketing  resources than
we do,  and we can  give  you no  assurance  that we  will  be  able to  compete
effectively in our target  markets.  As a result,  they may be able to undertake
more extensive marketing  campaigns,  adopt more aggressive pricing policies and
devote  substantially  more resources to developing new products than we can. We
cannot



                                       7
<PAGE>

assure you that we will have the  financial  resources,  technical  expertise or
marketing, manufacturing, and support capabilities to compete successfully. This
competition could result in price reductions, reduced profit margins and loss of
market  share,  which  could  materially  and  adversely  affect  our  business,
financial condition and results of operations.

Our success depends on environmental  initiatives and legislation to promote the
use of alternative fuel vehicles.

         Federal  legislation was enacted to promote the use of alternative fuel
vehicles,   including  electric  vehicles.  Several  states  have  also  adopted
legislation that sets deadlines for the  introduction of zero emission  vehicles
("ZEVs"). The State of California delayed the mandated introduction of ZEVs from
1998 to 2003,  but still retained the original  required  percentage of ZEVs and
now hybrid-electric  vehicles for 2003 at 10%. The State of California estimates
that a  combination  of 100,000  electric and hybrid  electric  vehicles will be
required to meet the State's 2003  mandate.  The U.S.  Department of Energy also
modified  their rules  governing how state fleets and utility fleets must comply
with the Energy Policy Act of 1992 on alternative fuel transportation  programs.
A reverse  in the  trend  requiring  the use of  non-polluting  or low  emission
vehicles  could  have a  material  adverse  effect  on our  business,  financial
condition and results of operations.

Our reliance on key contracts.

         Net  sales  of  $2,774,000  for  1999  increased  $836,000  or 43% from
$1,938,000 in 1998. Two primary factors caused this increase. First, in 1999, we
sold a technology license to Hyundai Heavy Industries for $600,000.  Second, the
Company  increased  engineering,  development and testing of electric and hybrid
drive-trains and related components in conjunction with Hyundai Motor Company of
Korea and the U.S.  Government  through  United States Postal  Service,  Defense
Advanced Research Project Agency and the Department of Transportation  programs.
Of the Company's total sales for 1999, $1,954,000, or 70% were revenues realized
on engineering  contracts with Defense  Advanced  Research  Project Agency,  the
Hyundai  Group of Korea and other  customers.  Although we  anticipate  deriving
further  development  contracts  from these  relationships  as well as utilizing
Hyundai Heavy  Industries  to  manufacture  our drive systems for  international
sales,  we cannot  assure  you that  these  events  will  occur.  Our  business,
financial condition and result of operations if we cannot develop joint ventures
with global vehicle and bus manufacturers,  or other strategic  partnership will
be adversely affected.

Our  ability to protect  our  intellectual  property  may affect our  ability to
compete.

         Our future success and ability to compete is dependent in part upon our
proprietary technology. We rely on a combination of copyright, patent, trademark
and trade secrets laws and nondisclosure agreements to establish and protect our
proprietary technology.  We currently hold one United States patent and have one
United States patent application pending and several United States trademark and
service mark applications pending. However, we cannot assure you that patents or
trademarks will be issued with respect to pending or future patent and trademark
applications  or that our  patents  will be upheld as valid or will  prevent the
development  of  competitive  products  or that any  actions  we have taken will
adequately protect our intellectual property rights.

         We generally enter into confidentiality  agreements with our employees,
consultants,  customers and potential  customers to limit the disclosure and use
of our proprietary  information.  Despite our efforts to protect our proprietary
rights,  unauthorized parties may attempt to copy or otherwise obtain or use our
products or technology.  We also cannot assure you that our competitors will not
independently develop technologies that are substantially equivalent or superior
to our  technology.  In  addition,  the laws of some  foreign  countries  do not
protect our  proprietary  rights to the same extent as do the laws of the United
States.

         We are  also  subject  to the risk of  adverse  claims  and  litigation
alleging  infringement of the intellectual  property rights of others. We cannot
assure you that third parties will not assert  infringement claims in the future
with respect to




                                       8
<PAGE>

our current or future  products.  Any such  assertion,  regardless of its merit,
could  require us to pay damages or  settlement  amounts and could require us to
develop non-infringing  technology or acquire licenses to the technology that is
the subject of asserted  infringement.  This litigation or potential  litigation
could result in product delays,  increased costs or both. In addition,  the cost
of any  litigation and the resulting  distraction  of our  management  resources
could have a material  adverse effect on our business,  results of operations or
financial  condition.  We also cannot assure you that any licenses of technology
necessary  for our  business  will be  available or that,  if  available,  these
licenses can be obtained on commercially reasonable terms. Our failure to obtain
these licenses could have a material adverse effect on our business,  results of
operations and financial condition.

The liquidity and marketability of our stock.

         Our stock is currently  traded on National  Association  of  Securities
Dealers,  Inc.'s OTC Bulletin Board. Although our securities are included on the
OTC Bulletin Board,  there can be no assurance that a regular trading market for
the  securities  will be sustained in the future.  The OTC Bulletin  Board is an
unorganized, inter-dealer,  over-the-counter market which provides significantly
less liquidity than The Nasdaq Stock Market,  and quotes for stocks  included on
the OTC Bulletin Board are not listed in the financial sections of newspapers as
are those for The Nasdaq Stock Market.  Therefore,  prices for securities traded
solely on the OTC  Bulletin  Board  may be  difficult  to  obtain.  The  reduced
liquidity of our stock and the reduced public access to quotations for our stock
could depress the market price of our stock.

"Penny Stock" regulations may impose restrictions on marketability of our stock.

         The Securities and Exchange  Commission has adopted  regulations  which
generally define "penny stock" to be any equity security that is not traded on a
national  securities exchange or Nasdaq and that has a market price of less than
$5.00 per share or an  exercise  price of less than $5.00 per share,  subject to
certain  exceptions.  In the past, our  securities  that are included on the OTC
Bulletin Board have traded at less than $5.00 per share, our stock may therefore
become  subject  at any time to rules  that  impose  additional  sales  practice
requirements  on  broker-dealers  who sell such securities to persons other than
established customers and accredited  investors.  Accredited investors generally
include  investors  that have assets in excess of  $1,000,000  or an  individual
annual income  exceeding  $200,000,  or, together with the investor's  spouse, a
joint  income  of  $300,000.  For  transactions  covered  by  these  rules,  the
broker-dealer must make a special suitability  determination for the purchase of
such  securities  and have  received  the  purchaser's  written  consent  to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require, among other things, the delivery,
prior to the  transaction,  of a risk  disclosure  document  mandated by the SEC
relating  to the penny  stock  market and the risks  associated  therewith.  The
broker-dealer   must  also   disclose  the   commission   payable  to  both  the
broker-dealer  and the  registered  representative,  current  quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must  disclose  this  fact and the  broker-dealer's  presumed  control  over the
market.  Finally,  monthly  statements  must be  sent  disclosing  recent  price
information  for the penny  stock held in the  account  and  information  on the
limited market in penny stocks. Consequently, the penny stock rules may restrict
the ability of  broker-dealers to sell our securities and may affect the ability
of stockholders to sell our securities in the secondary market.

Volatility of our stock price.

         The price of our common stock has been  particularly  volatile and will
likely  continue to  fluctuate  in the future.  Announcements  of  technological
innovations,  regulatory  matters  or  new  commercial  products  by us  or  our
competitors,  developments or disputes  concerning patent or proprietary rights,
publicity  regarding  actual or potential  product results  relating to products
under development by us or our competitors,  regulatory developments in both the
United  States and foreign  countries,  public  concern as to the safety and the
future of electric vehicles, and economic and other external factors, as well as
period-to-period  fluctuations  in  financial  results,  may have a  significant
impact on the market price of our common stock. In addition,  from time to time,
the stock market experiences  significant price and volume fluctuations



                                       9
<PAGE>

that may be unrelated to the operating  performance  of particular  companies or
industries.  The market price of our common stock, like the stock prices of many
publicly  traded  smaller  companies,  has been and may  continue  to be  highly
volatile.

Dependence on key personnel.

         Our future  success  depends  largely on the  continued  service of our
management,  key product and  application  engineers and technical sales support
personnel as well as our ability to identify,  hire and retain additional senior
personnel. We face intense competition for qualified personnel, and we cannot be
certain  that we will  successfully  attract  and  retain  additional  qualified
personnel in the future. In particular, our success is highly dependent upon the
personal abilities of our senior management and technical  personnel.  We do not
have employment  contracts with any of our executive  officers.  We believe that
our future success will depend in large part upon our continued ability to hire,
retain and motivate highly skilled  employees who are in great demand. We cannot
assure you that we will be able to do so. We do not anticipate  that we will pay
cash  dividends  on our common  stock.  We have never  declared or paid any cash
dividends on our common stock and do not anticipate paying cash dividends on our
common stock in the foreseeable future. In addition, our debt securities contain
limitations on our ability to declare and pay cash dividends.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         This  prospectus  includes   "forward-looking   statements"   including
statements containing the words "believes," anticipates," "expends" and words of
similar import. All statements other than statements of historical fact included
in this prospectus,  including without limitation,  statements under "Prospectus
Summary,"  "Risk  Factors,"  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" in documents incorporated by
reference herein and located elsewhere herein,  regarding U.S. Electricar or any
of  the  transactions  described  herein,   including  the  timing,   financing,
strategies and effects of these transactions,  are  forward-looking  statements.
Although we believe that the  expectations  reflected  in these  forward-looking
statements are reasonable, we can give no assurance that these expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from expectations are disclosed in this prospectus, including,
without limitation,  in conjunction with the forward-looking  statements in this
prospectus  and/or  under  "Risk  Factors."  We do not  intend to  update  these
forward-looking statements.

                                 USE OF PROCEEDS

         The shares covered by this  prospectus are being offered by the selling
shareholders  and not by us. As a result,  we will not receive any proceeds from
the sale of the shares.

                              SELLING SHAREHOLDERS

         The selling  shareholders  listed below have or will acquire the shares
being registered  pursuant to the exercise of options previously granted to them
by U.S. Electricar.  The selling  shareholders  acquired beneficial ownership of
their respective shares through the purchase of restricted securities.

         The following table shows, in each case as of January 21, 2000:

         o        the name of each selling shareholder;

         o        how many  shares  of  common  stock  the  selling  shareholder
                  beneficially owns;

                                       10
<PAGE>

         o        how many shares of common  stock the selling  shareholder  can
                  resell   under  this   prospectus;   and  assuming  a  selling
                  shareholder sells all of the share of common stock listed next
                  to his or her name,  how many shares the  selling  shareholder
                  will beneficially own after completion of the offering.

         We have  calculated  the  number of  shares  each  selling  shareholder
"beneficially  owns" in  accordance  with Rule  13d-3  under the  Exchange  Act.
Beneficial  ownership  as defined in Rule  13d-3 does not  necessarily  indicate
beneficial  ownership  for  any  other  purpose.  Under  Rule  13d-3,  a  person
beneficially  owns all  shares as to which he or she has  either  sole or shared
voting  power or sole or shared  investment  power,  as well as all shares which
they  have the  right  to  acquire  within  60 days of the  calculation  date by
exercising  any stock option or other  right.  Since the list below speaks as of
January 21, 2000,  beneficial  ownership therefore includes all shares which the
selling  shareholder has the right to acquire within 60 days of January 21, 2000
(i.e., on or before March 22, 2000).  Shares  beneficially owned by each selling
shareholder  represent  less than one  percent  (1%) of our  outstanding  common
stock.

<TABLE>
<CAPTION>

                                                                        Shares which May be Sold             Shares Beneficially
   Selling Shareholder             Shares Beneficially Owned              Under this Prospectus              Owned after Offering
--------------------------      --------------------------------      ------------------------------       -------------------------
<S>                                        <C>                                   <C>                                  <C>
Gholam Abas Goodarzi                       404,200                               404,200                              -0-
Don Kang                                   404,200                               404,200                              -0-
</TABLE>


                              PLAN OF DISTRIBUTION

         We have been  advised by the selling  shareholders  that they intend to
sell  all or a  portion  of  the  shares  from  time  to  time  in the  National
Association of Securities Dealers,  Inc.'s  over-the-counter  Bulletin Board and
that sales will be made at prices  prevailing  on the OTC Bulletin  Board at the
time of such  sales.  The  selling  shareholders  may also  make  private  sales
directly or through a broker or brokers,  who may act as agent or as  principal.
Further, the selling shareholders may choose to dispose of the shares by gift to
a third party or as a donation to a charitable or other  non-profit  entity.  In
connection   with  any  sales,   the  selling   shareholders   and  any  brokers
participating in such sales may be deemed to be underwriters  within the meaning
of the Securities Act.

         Any  broker-dealer  participating  in such  transaction  as  agent  may
receive  commissions from the selling  shareholder  (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Broker-dealers may
agree with the selling  shareholders  to sell a specified  number of shares at a
stipulated  price per share, and to the extent such a broker-dealer is unable to
do so acting as agent for the selling shareholders, to purchase as principal any
unsold shares at the price required to fulfill the  broker-dealer  commitment to
the selling  shareholders.  Broker-dealers  who acquire  shares as principal may
thereafter  resell  such  shares  from time to time in  transactions  (which may
involve  crosses  and block  transactions  and which  may  involve  sales to and
through other  broker-dealers,  including  transactions of the nature  described
above) in the over-the-counter  market, in negotiated  transactions or otherwise
at market prices prevailing at the time of sale or at negotiated  prices, and in
connection  with such resales may pay to or receive from the  purchasers of such
shares commissions computed as described above.

         Any  securities  covered  by this  prospectus  which  qualify  for sale
pursuant  to Rules 144 and 701 under the  Securities  Act may be sold under Rule
144 rather than  pursuant  to this  prospectus.  In  general,  under Rule 144 as
currently  in  effect,  a person  (or  persons  whose  shares  are  aggregated),
including  any person who may be deemed to be our  "affiliate",  is  entitled to
sell within any three month period "restricted shares" beneficially owned by him
or her in am amount  that does not exceed the  greater of (i) one percent of the
then  outstanding  shares of common  stock or (ii) the  average  weekly  trading
volume in shares of common stock during the four calendar  weeks  preceding such
sale,  provided  that at least  one year has  elapsed  since  such  shares  were
acquired from our affiliate.  Sales are also subject to certain  requirements as
to the manner of sale,  notice and  availability  of current public  information
regarding us.  However,  a person who has not been our  "affiliate"  at any time
within three months prior to the



                                       11
<PAGE>

sale  is  entitled  to sell  his or her  shares  without  regard  to the  volume
limitations or other  requirements of Rule 144,  provided that at least one year
has  elapsed  since such  shares  were  acquired  from us or our  affiliate.  In
general,  under Rule 701 as currently in effect,  any  employee,  consultant  or
advisor of us who  purchases  shares from us in connection  with a  compensatory
stock or option  plan or other  written  agreement  relates to  compensation  is
eligible to resell such shares in reliance on Rule 144,  but without  compliance
with certain restrictions contained in Rule 144.

         There can be no assurance that the selling  shareholders  will sell any
or all of the shares hereunder.

                                  LEGAL MATTERS

         The  validity  of the Shares of common  stock  offered  hereby  will be
passed upon by Bay Venture Counsel, LLP, Oakland,  California,  counsel for U.S.
Electricar.

                                     EXPERTS

         The financial  statements  incorporated by reference in this prospectus
by reference to the annual report on Form 10-K for the year ended July 31, 1999,
have been so  incorporated  herein in  reliance on the report of Moss Adams LLP,
given on the authority of said firm as experts in auditing and accounting.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The SEC allows us to incorporate  by reference the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC  will  automatically  update  and  supersede  this  information.  We are
incorporating by reference in this prospectus the following documents:

o        our annual report on Form 10-K for our fiscal year ended July 31, 1999;
o        our  quarterly  reports on Form 10-Q for the quarter  ended October 31,
         1999;
o        our registration statement on Form S-1, as amended dated July 31, 1994;
         and
o        our registration statement on Form 8-A dated August 12, 1994.

         We are also  incorporating  by reference in this prospectus all reports
and other documents that we file after the date of this  prospectus  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the termination of the offering of securities  under this  prospectus.  These
reports and documents will be  incorporated by reference in and considered to be
a part  of this  prospectus  as of the  date  of  filing  of  such  reports  and
documents.

         Any statement  contained in this  prospectus or in a document  which is
incorporated by reference herein and will be modified or superseded for purposes
of this  prospectus  to the extent that a statement in any document that we file
after the date of this prospectus that also is incorporated by reference  herein
modifies or supersedes such prior  statement.  Any such statement so modified or
superseded  will not, except as so modified or superseded , constitute a part of
this prospectus.

         This  prospectus  incorporates  by  reference  documents  which are not
presented in this  prospectus or delivered to you with it. You may request,  and
we will send to you,  without  charge,  copies of these  documents,  other  than
exhibits to these  documents,  which we will send to you for a  reasonable  fee.
Requests should be directed to the Office of the Secretary, 19850 South Magellan
Drive, Torrance, California 90502 (telephone 310-527-2800).




                                       12
<PAGE>


                       WHERE YOU CAN FIND MORE INFORMATION

<TABLE>
<CAPTION>
         We file annual  quarterly and special  reports,  proxy  statements  and
other  information  with the SEC. You may read and copy  materials  that we have
filed with the SEC, including the registration  statement,  at the following SEC
public reference rooms:

<S>                                    <C>                                     <C>
Judiciary Plaza                        7 World Trade Center                    Northwest Atrium Center
450 Fifth Street, N.W, Suite 1300      500 West Madison Street, Room 1024      Suite 1400
Washington, D.C.  20549                New York, New York  10048               Chicago, Illinois  60661
</TABLE>

         You can also obtain copies of filed documents,  at prescribed rates, by
mail  from  the  Public  Reference  Section  of the SEC at its  Judiciary  Plaza
location,  listed above,  or by telephone at  1-800-SEC-0330  or  electronically
through the SEC's Web Site at http://www.sec.gov.

         We furnish our stockholders with annual reports  containing our audited
financial  statements and with proxy material for our annual meetings  complying
with the proxy requirements of the Securities Exchange Act of 1934.

            INDEMNIFICATION AND THE SEC'S POSITION ON ENFORCEABILITY

         Section 317 of the  California  General  Corporation  Law  authorizes a
corporation  to indemnify its  directors  and  officers.  This may under certain
circumstances   include   indemnification  for  liabilities  arising  under  the
Securities Act as well as for expenses incurred in that regard.  Our certificate
of  incorporation  and bylaws  provide  for the  indemnification  of present and
former  directors  and  employees  and agents of U.S.  Electricar  to the extent
permitted by the California General Corporation Law.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling  us
pursuant to the foregoing provisions, we have been informed that, in the opinion
of the SEC, such  indemnification  is against  public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         All documents subsequently filed by the Registrant pursuant to sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment  which  indicates that all securities  registered have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing of such documents.

     The  following   documents  and  information   previously  filed  with  the
Securities and Exchange  Commission by the Registrant are hereby incorporated by
reference in this Registration Statement:


                                       13
<PAGE>

o        our annual report on Form 10-K for our fiscal year ended July 31, 1999;
o        our quarterly  reports on Form 10-Q for the quarters  ended October 31,
         1999;
o        our registration statement on Form S-1, as amended dated July 31, 1994;
         and
o        our registration statement on Form 8-A dated August 12, 1994.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment  which indicates that all securities have been sold of
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of filing such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's  Certificate of Incorporation  limits,  to the maximum
extent  permitted by  California  law, the  liability of directors  for monetary
damages.  The  Registrant's  Bylaws provide that the company shall indemnify its
officers, directors, employees, and other agents to the fullest extent permitted
by California law.

         Section 317 of the California  General  Corporation law provides that a
corporation  may  indemnify  a  director,  officer,  employee,  or agent made or
threatened  to be made a party to a proceeding  by reason of the fact that he or
she was a director, officer, employee or agent of the corporation or was serving
at the request of the  corporation,  against  expenses  actually and  reasonably
incurred by him or her in connection  with such proceeding if he or she acted in
good  faith  and in a manner  he or she  reasonably  believed  to be in the best
interests of the corporation and with respect to any criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         4.1      1996  Stock  Plan,  as  amended,  and  form  of  Stock  Option
                  Agreement thereunder.*

         5.1      Opinion  of  Bay  Venture  Counsel,  LLP,  as to  legality  of
                  securities being registered.

         23.1     Consent of Moss Adams, LLP, independent accountants.

         23.2     Consent of Counsel (contained in Exhibit 5.1).

         24.1     Power of Attorney (see Page II-2).

*Incorporated by reference to the Registrant's  Annual Report on Form 10-K filed
on October 29, 1999.


                                       14
<PAGE>

Item 9. Undertakings.

         (a)  The 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 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.

                  (2) That, for the purpose of determining  any liability  under
the Securities 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.

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.


                                       15
<PAGE>


                                      II-2

                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  U.S.
Electricar,  Inc., a corporation  organized  and existing  under the laws of the
State of California, certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form  S-8/S-3  and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Torrance, State of California, on this
28th day of January, 2000.

                                     U.S. ELECTRICAR, INC.

                   By:      /s/ Carl D. Perry
                            ----------------------------------------------------
                            Carl D. Perry, President and Chief Executive Officer


                                       16
<PAGE>




                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints Carl D. Perry as his  attorney-in-fact,
with full power of  substitution  for him in any and all  capacities to sign any
amendments to this Registration Statement on Form S-8/S-3, and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his substitutes, may do or cause to be done by virtue
hereof.

<TABLE>

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

<CAPTION>
             Signature                                    Title                              Date
             ---------                                    -----                              ----
<S>                                  <C>                                               <C>
 /s/ Carl D. Perry                                                                     January 28, 2000
--------------------------
     Carl D. Perry                   President, Chief Executive Officer and Director
                                     (Principal Executive Officer)

 /s/ Carl D. Perry                                                                     January 28, 2000
---------------------------
     Carl D. Perry                   Acting Chief Financial Officer
                                     (Principal Financial and Accounting Officer)

/s/ Anthony Rawlinson
---------------------------                                                            January 28, 2000
      Anthony Rawlinson              Chairman of the Board


---------------------------
        Malcom Currie                Director

 /s/ Edwin O. Riddell                                                                  January 28, 2000
---------------------------
      Edwin O. Riddell               Director


---------------------------
      John J. Micek III              Director

  /s/Donald H. Dreyer                                                                  January 28, 2000
---------------------------
      Donald H. Dreyer               Director
</TABLE>


                                       17
<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                              DESCRIPTION
------                              -----------

4.1      1996  Stock  Plan,  as  amended,  and  form of Stock  Option  Agreement
         thereunder.*

5.1      Opinion of Bay Venture Counsel, LLP, as to legality of securities being
         registered.

23.1     Consent of Moss Adams, LLP, independent accountants.

23.2     Consent of Counsel (contained in Exhibit 5.1).

24.1     Power of Attorney (see Page II-2).

*Incorporated by reference to the Registrant's  Annual Report on Form 10-K filed
on October 29, 1999.


                                       18
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 62138}]
{"company-data": {"conformed-name": "US ELECTRICAR INC", "cik": "0000922237", "assigned-sic": "3711", "irs-number": "953056150", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95701", "film-number": "517008"}, "business-address": {"street1": "19850 SOUTH MAGELLAN DR", "street2": "SUITE 305", "city": "TORRANCE", "state": "CA", "zip": "90502", "phone": "3105272800"}, "mail-address": {"street1": "19850 SOUTH MAGELLAN DR", "street2": "SUITE 305", "city": "TORRANCE", "state": "CA", "zip": "90502"}}
As Filed with the Securities and Exchange Commission on January 28, 2000

                                                                                                         Registration No. 333-______

====================================================================================================================================

                                                 SECURITIES AND EXCHANGE COMMISSION

                                                        Washington, DC 20549

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

                                                           FORM S-8 / S-3
                                                       REGISTRATION STATEMENT

                           (including registration of shares for resale by means of a Form S-3 Prospectus)

                                                                Under
                                                     The Securities Act of 1933

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

                                                        U.S. ELECTRICAR, INC.
                                       (Exact name of registrant as specified in its charter)

                           California                                                         95-3056150
                     (State Incorporation)                                       (I.R.S. Employer Identification No.)

                                                     19850 South Magellan Drive
                                                     Torrance, California 90502

                                              (Address of principal executive offices)

                                                       1996 STOCK OPTION PLAN
                                                    SHARES ISSUED AS COMPENSATION
                                                            CARL D. PERRY
                                                       Chief Executive Officer
                                                       U. S. ELECTRICAR, INC.
                                                     19850 South Magellan Drive
                                                     Torrance, California 90502

                                               (Name and address of agent for service)

                                                           (310) 527-2800
                               (Telephone number, including area code, of agent for service) Copy to:

                                                       Donald C. Reinke, Esq.
                                                      Bay Venture Counsel, LLP
                                                  1999 Harrison Street, Suite 1300
                                                      Oakland, California 94612
                                                            510-273-8750

                                                       -----------------------
CALCULATION OF REGISTRATION FEE

===================================================================================================================================
                                                                  Proposed Maximum       Proposed Maximum
            Title of Each Class of             Amount to be      Offering Price Per     Aggregate Offering         Amount of
         Securities to be Registered            Registered              Share                  Price            Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share:
    subject to outstanding options under
    the 1996 Stock Option Plan;                     40,331,818       $ 0.21(1)             $ 8,469,682(1)          $2,236.00
    reserved under the 1996 Stock Option
    Plan;                                            4,668,182       $ 0.55(2)             $ 2,567,500(2)          $  677.82
    issued to employees as compensation
                                                       808,400       $ 0.55(3)             $   444,620(3)          $  117.82

===================================================================================================================================
(1)  Estimated  in  accordance  with Rule 457 (h) solely for the purpose of  calculating  the  registration  fee on the basis of the
     weighted average exercise price of $0.21 per share for outstanding  options to purchase a total of 40, 331,818 shares of Common
     Stock
(2)  $0.55 per share (which is the average of the high and low prices of  Registrant's  Common Stock as reported on the OTC Bulletin
     Board on January 21, 2000) for 4, 668, 182 shares of Common Stock reserved for issuance thereunder.
(3)  Estimated in accordance with Rule 457 (h) solely for the purpose of calculating the  registration fee on the basis of $0.55 per
     share,  which is the average of the high and low prices of  Registrant's  Common Stock as reported on the OTC Bulletin Board on
     January 21, 2000.

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

====================================================================================================================================
PART I.

                  INFORMATION REQUIRED IN THE 10 (a) PROSPECTUS

                                EXPLANATORY NOTE

         At our Annual  Meeting held on May 9, 1997, our  shareholders  approved
our 1996 Stock  Option  Plan.  The  options  granted  under the 1996 Plan may be
either  incentive  stock  options  ("ISOs")  as defined  in  Section  422 of the
Internal Revenue Code of 1986, as amended, or options not intended to qualify as
incentive  stock options  ("Non-Qualified  Options").  The authorized  number of
shares  reserved  for  issuance  under  the  1996  Plan  was   15,000,000.   Our
shareholders increased the authorized number of shares from 15,000,000 shares to
45,000,000  shares on July 29,  1999.  This  registration  statement  contains a
Reoffer  Prospectus  prepared in accordance  with the  requirements of Part I of
Form S-3. The prospectus  covers offers and sales of shares of common stock,  no
par value of U.S. Electricar, Inc. by: (i) employees,  directors and consultants
of U.S.  Electricar with respect to shares of our common stock that are reserved
under  our  1996  Plan or that may be  issued  upon the  exercise  of  currently
outstanding  options granted under our 1996 Plan; and (ii)  Messieurs.  Kang and
Goodarzi  with respect to 808,404  shares of our common stock that may be issued
to them upon the  exercise  of options  granted to them as  compensation.  These
shareholders   are  identified  below  in  the  section  entitled  "The  Selling
Shareholders."  Options or shares of common  stock also may be issued  under the
1996 Plan in amounts and to persons not presently known by us. Such information,
when know, may be included in an amendment to this prospectus.

         The 1996 Plan  provide  for the grant of stock  options  to  employees,
directors and consultants of U.S.  Electricar.  The option price with respect to
ISOs may not be less than 100% of the fair market value of the underlying shares
on the date of grant of the option.  However, in the case of an ISO granted to a
person  owning over 10% of the common  stock,  the option  price may not be less
than 110% of such fair market  value.  The exercise  price or the  Non-Qualified
Options may not be less than 85% of the fair market value. The fair market value
is the  closing  sale  price of the Common  Stock as  reported  on the  National
Association of Securities  Dealers Bulletin Board on the last market trading day
prior to the time of the grant.  The aggregate fair market value  (determined at
the time of grant) of the common stock subject to ISOs may not exceed  $100,000.
ISOs are exercisable over the exercise period specified in the applicable option
agreement,  but in no event may such  period  exceed five years from the date of
grant. In the case of an ISO granted to any person owning over 10% of the common
stock,  the  exercise  period may not exceed  five years from the date of grant.
Non-Qualified Options are exercisable over a period of up to five years from the
date of grant. Options granted under the 1996 Plan are generally nontransferable
and,  with certain  exceptions  in the event of the death or  disability  of the
optionee,  options granted under the 1996 Plan generally  terminate  ninety days
after  termination  of an optionee's  employment  with us. The 1996 Stock Option
Plan, as amended, is an exhibit to our Annual Report on Form 10-K filed with the
Securities  and  Exchange  Commission  on October 29, 1999 and should be read in
connection herewith.

                               REOFFER PROSPECTUS

                              U.S. ELECTRICAR, INC.

                         808,404 SHARES OF COMMON STOCK
             Issued to Messieurs. Kang and Goodarzi as Compensation

         This prospectus  relates to the offering of up to 808,404 shares of our
common stock which may be sold from time to time in one or more  transactions by
Messieurs.  Don Kang and  Gholam  A.  Goodarzi,  employees  of U.S.  Electricar.
Messieurs.  Kang and Goodarzi are also identified  below in the section entitled
"The Selling Shareholders."

         We  will  not  receive  any  proceeds  from  the  sale  by the  selling
shareholders of the shares covered by this prospectus.

                                       1
The  selling  shareholders  will sell the  shares  at prices  which are
current  when the sales take  place or at other  prices  upon which the  parties
agree. The selling  shareholders may or may not use brokers and dealers in these
transactions,  but will pay brokerage fees or  commissions if relevant.  We will
pay all of the expenses  associated with the registration of the shares and this
prospectus.

         Our Common Stock is traded on the over-the-counter market and quoted on
the National  Association of Securities  Dealers (NASD) Bulletin Board under the
symbol  "ECAR." On January 21, 2000,  the closing sale price of our Common Stock
on the OTC Bulletin Board was $0.55 per share.

Investment in our common stock involves  risk.  See "risk factors"  beginning on
page 5 of this prospectus.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved these  securities,  or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

         The date of this prospectus is January 28, 2000.

                                       2
TABLE OF CONTENTS

                                                                            Page

Prospectus ................................................................    4
U. S. Electricar ..........................................................    5
Risk Factors ..............................................................    5
Disclosure Regarding Forward-Looking Statements ...........................   10
Use of Proceeds ...........................................................   10
The Selling Shareholders ..................................................   10
Plan of Distribution ......................................................   11
Legal Matters .............................................................   12
Experts ...................................................................   12
Documents Incorporated by Reference .......................................   12
Where to Find More Information About U.S. Electricar ......................   13
Indemnification and the SEC's Position on Enforceability ..................   13
Information Required in Registration Statement ............................   13
Signatures ................................................................   16
Power of Attorney .........................................................   17
Index to Exhibits .........................................................   18

                                       3
PROSPECTUS

         You should read the entire  prospectus,  especially the risks discussed
under  "Risk  Factors"  beginning  on page 5 of this  prospectus  and the  other
information  incorporated  by  reference  in this  prospectus  before  making an
investment decision.

                                       4
U.S. ELECTRICAR

         Our  principal  executive  offices are located at 19850 South  Magellan
Drive,  Torrance,  California  90502.  The telephone  number at that location is
(310) 527-2800.

         U.S.  Electricar  designs,  develops  and markets  electric  and hybrid
electric  drive-trains and their related  components as well as alternative fuel
vehicles. The drive-trains  incorporate our proprietary Panther technology which
consists of an electric motor and electronic  controls that regulate the flow of
electricity  to and from the  batteries  (at various  voltage and  amperages) to
propel the vehicle. We are also developing new battery technologies based on our
Panther(TM)  technology  that are so precise that they could be used for battery
conditioning.  Other  components  such as air  conditioning,  heat  pump  units,
electro-hydraulic  power steering units are being  developed and designed by us.
We are currently  focusing our  development  efforts  primarily in the following
areas:

         o        Technical  proposals  and program  development  under the U.S.
                  government's  Defense Advanced Research Project Agency and the
                  Department of Transportation;
         o        Power  Control and Drive Systems and related  technologies;
         o        Shuttle and Transit Bus  integration  and  development;  and
         o        Subsystem   development   (i.e.,   climate   control,    power
                  management).

         We have  made our  Panther(TM)  technology  available  to  third  party
vendors  for  integration  into  their  own  products.   We  are  also  offering
BatterCare(TM), a battery management system to Original Equipment Manufacturers.
We have  several  key  contracts  with the U.S.  government's  Defense  Advanced
Research  Project  Agency and the  Department of  Transportation,  including the
analysis  of a new  plastic  lithium ion  vehicle  battery  concept,  testing of
advanced vehicle batteries and development of an airport electric passenger tram
system.  We also have several  major  engineering  contracts  with Hyundai Motor
Company to design,  develop and test electric drive-trains and related products.
Hyundai  Motor Company is also  contracting  with us for the  development  of an
advanced charging unit and a hybrid electric vehicle.

                                  RISK FACTORS

         You should  carefully  consider the risks described below before making
an investment decision. The risks and uncertainties  described below are not the
only ones facing us.  Additional risks and  uncertainties not presently known to
us or that we currently deem immaterial may also impair our business operations.
This prospectus also contains  "forward-looking"  statements which involve risks
and  uncertainties.  Our  actual  results  could  differ  materially  from those
anticipated in these forward-looking  statements as a result of certain factors,
including those set forth below and elsewhere in this prospectus.

If we do not  raise  significant  additional  capital,  we  will  be  unable  to
commercialize our products or to fund continuing  operations.

         We need  substantial  working  capital  to fund our  operations.  As of
October 31, 1999, we had an accumulated  deficit of  $85,686,000.  Our long-term
capital  requirements will depend on numerous  factors,  including among others,
the extent and progress of additional  development and manufacturing  activities
related to electric  vehicles.  During the three years ended July 31,  1999,  we
obtained  approximately  $3  million  (net of  debt  repayments)  in  cash  from
financial  activities  through  private  placements of common stock and Series A
preferred  stock,  the  exercise of options and  warrants,  and the  issuance of
convertible  subordinated notes payable and secured convertible bonds and notes.
During the fiscal year ended July 31, 1999, we received $200,000 from a European
investor  group in the form of a  short-term,  non-interest  bearing  promissory
note.  Unless  we are  successful  in our  efforts  to  establish  collaborative
agreements to sell our electric and hybrid  drive-trains and electric  vehicles,
our cash resources will be used to satisfy our existing liabilities, and we will
therefore  be unable to fund our  operations,  which may  result in  significant
delay of our planned  activities or the cessation

                                       5
of operations.  Even if we are  successful in these efforts to raise  additional
funds,  such funds may not be  adequate  to fund our  operations  on a long-term
basis.  We expect that we will  continue to incur  losses  through 2000 and will
have to rely extensively on cash from external financing.

         We will need to obtain  additional  funding  through  public or private
equity or debt  financing,  collaborative  agreements  or from other  sources to
continue our research and development  activities,  fund operating  expenses and
commercialize  our  products.  If we raise  additional  funds by issuing  equity
securities,  current  stockholders may experience  significant  dilution.  If we
obtain additional funds through collaborative  agreements, we may be required to
relinquish  rights  to  certain  of  our  technologies,  products  or  marketing
territories that we would otherwise seek to develop or commercialize  ourselves.
We may be unable to obtain adequate  financing on acceptable  terms when needed.
If we are  unable  to  obtain  adequate  funds,  we may be  required  to  reduce
significantly our spending and delay, scale back or eliminate one or more of our
research,  development,  or  commercialization  programs,  which  would  have  a
material  adverse  effect on our  business,  financial  condition and results of
operations.

We cannot predict our future profitability.

         We have spent  substantial  amounts of money on research,  development,
administrative  and  other  costs  associated  with our  efforts  to  become  an
international   manufacturer  and  distributor  of  electric  vehicles.  We  are
obligated to perform research and development  activities under  development and
licensing agreements.  We intend to continue increasing certain of our operating
expenditures, including our research and development and sales and marketing. We
cannot assure you that we will generate a sufficient  level of revenue to offset
these expenditures or achieve or sustain profitability,  or that we will be able
to adjust spending in a timely manner to respond to any unanticipated decline in
revenue  due to the fact  that our  expenditures  for sales  and  marketing  and
research and development are, in the short term,  relatively  fixed. Our ability
to increase  revenues or achieve  profitability in the future will depend on our
ability to increase sales of our products, reduce the cost of manufacturing, and
successfully  introduce and sell enhanced  versions of our existing products and
new products.

Our operating  results are likely to fluctuate in future periods and may fail to
meet the expectations of securities analysts or investors.

         Our annual and quarterly  operating results have fluctuated in the past
and may fluctuate  significantly in the future as a result of numerous  factors,
some of which are outside of our control. These factors include:

         o        market acceptance of our products;
         o        competitive  pressures,  including  pricing pressures from our
                  partners and competitors;
         o        the timing or cancellation of key contracts;
         o        the  timing  of  new  product  by  us,  our  partners  or  our
                  competitors;
         o        variations in the mix of products offered by us;
         o        changes in the pricing policies of our suppliers;
         o        the availability and cost of key components; and
         o        the timing of personnel hiring.

         We may also  experience  substantial  period to period  fluctuations in
future operating results and declines in gross margin as a result of the erosion
of average  selling  prices for electric  propulsion  systems and components for
electric and hybrid vehicles due to a number of factors,  including  competition
and rapid  technological  change.  We anticipate that average selling prices for
our products will decrease over time due to  competitive  pressures.  Decreasing
average selling prices could cause us to experience  decreased  revenues despite
an increase in the number of units  sold.  We cannot  assure you that we will be
able to sustain or improve our gross  margins in the future,  or that we will be
able to offset future price declines with cost reductions.

                                       6
As a result of these and other  factors,  it is  possible  that in some
future period our operating results will be below the expectations of securities
analysts and  investors.  In that event,  the trading  price of our common stock
would likely decline.

Product  liability  claims  asserted  against us in the future  could exceed our
insurance coverage and result in substantial liability.

         Our business exposes us to potential  product  liability risks that are
inherent in the development,  testing, manufacture,  marketing and sale of motor
vehicles.  Product liability insurance for the motor vehicles industry generally
is expensive.  Our present product liability insurance coverage,  which includes
coverage for acts by third parties,  including manufacturers of our product, may
not be  adequate.  We will also need to increase  our  insurance  coverage as we
further develop our products,  and we may be unable to obtain adequate insurance
coverage  against  all  potential  claims  at a  reasonable  cost.  Some  of our
development and manufacturing  agreements contain insurance and  indemnification
provisions   pursuant  to  which  we  could  be  held  accountable  for  certain
occurrences.  If we are  subject to product  liability  claims for which we have
inadequate insurance,  we could be required to use a large amount of cash, which
would  then  not  be  available  for  funding   operations  or  development  and
commercialization of our products.

Our market is subject to rapid technological change.

         The electric vehicle  industry is still in its infancy.  These products
encompass a wide variety of  technologies  aimed at both consumer and commercial
markets.  The critical role of technology in this market is demonstrated through
several product offerings.  Applied  technologies range from direct current (DC)
motor drives to alternate  current (AC) induction motor drives,  from conversion
vehicles to  purpose-built  (OEM)  vehicles,  from  lead-acid  batteries to more
advanced  power  storage  technologies  and from  traditional  materials to more
advanced  composite  materials.  As the industry  matures,  key technologies and
capabilities are expected to play critical  competitive roles. If we do not meet
these  technological  changes and  challenges by introducing  new products,  our
product line will become obsolete which would have a material  adverse effect on
our business,  financial  condition and results of operations.  We cannot assure
you that we will be able to respond  quickly and  effectively  to  technological
change.

The market in which we operate is highly competitive,  and we may not be able to
compete effectively.

         The competition to develop and market  electric  vehicles has increased
during the last year.  There are many large and small  companies,  both domestic
and foreign,  now in, poised to enter,  or entering this  industry.  Most of the
major  domestic  and  foreign   automobile   manufacturers   (1)  have  produced
design-concept  electric  vehicles,  and/or (2) have developed improved electric
storage, propulsion and control systems, and/or (3) are now entering or planning
to enter into production.  Several non-automotive  companies are also developing
improved  electric storage,  propulsion and control systems.  Our most immediate
competitors are:  Solectria,  Inc.,  Siemens AG, and Lockheed  Martin,  Inc. Our
future  prospects will be highly  dependent upon the successful  development and
introduction  of new  products  that are  responsive  to market needs and can be
manufactured  and sold at a  profit.  The  development  of  hybrid-electric  and
alternative fuel vehicles, such as compressed natural gas, fuel cells and hybrid
cars poses a competitive  threat to us in markets for low emission  vehicles but
not in markets where government mandates call for zero emission vehicles. Growth
of the present limited demand for electric  vehicles depends upon the ability of
electric and  hybrid-electric  vehicles to  successfully  compete with  vehicles
powered with internal combustion engines on price and performance.  There can be
no assurance that we will be able to successfully develop or market new products
that will compete effectively.

         Some of our competitors and potential  competitors  have  substantially
greater name recognition and technical,  financial and marketing  resources than
we do,  and we can  give  you no  assurance  that we  will  be  able to  compete
effectively in our target  markets.  As a result,  they may be able to undertake
more extensive marketing  campaigns,  adopt more aggressive pricing policies and
devote  substantially  more resources to developing new products than we can. We
cannot

                                       7
assure you that we will have the  financial  resources,  technical  expertise or
marketing, manufacturing, and support capabilities to compete successfully. This
competition could result in price reductions, reduced profit margins and loss of
market  share,  which  could  materially  and  adversely  affect  our  business,
financial condition and results of operations.

Our success depends on environmental  initiatives and legislation to promote the
use of alternative fuel vehicles.

         Federal  legislation was enacted to promote the use of alternative fuel
vehicles,   including  electric  vehicles.  Several  states  have  also  adopted
legislation that sets deadlines for the  introduction of zero emission  vehicles
("ZEVs"). The State of California delayed the mandated introduction of ZEVs from
1998 to 2003,  but still retained the original  required  percentage of ZEVs and
now hybrid-electric  vehicles for 2003 at 10%. The State of California estimates
that a  combination  of 100,000  electric and hybrid  electric  vehicles will be
required to meet the State's 2003  mandate.  The U.S.  Department of Energy also
modified  their rules  governing how state fleets and utility fleets must comply
with the Energy Policy Act of 1992 on alternative fuel transportation  programs.
A reverse  in the  trend  requiring  the use of  non-polluting  or low  emission
vehicles  could  have a  material  adverse  effect  on our  business,  financial
condition and results of operations.

Our reliance on key contracts.

         Net  sales  of  $2,774,000  for  1999  increased  $836,000  or 43% from
$1,938,000 in 1998. Two primary factors caused this increase. First, in 1999, we
sold a technology license to Hyundai Heavy Industries for $600,000.  Second, the
Company  increased  engineering,  development and testing of electric and hybrid
drive-trains and related components in conjunction with Hyundai Motor Company of
Korea and the U.S.  Government  through  United States Postal  Service,  Defense
Advanced Research Project Agency and the Department of Transportation  programs.
Of the Company's total sales for 1999, $1,954,000, or 70% were revenues realized
on engineering  contracts with Defense  Advanced  Research  Project Agency,  the
Hyundai  Group of Korea and other  customers.  Although we  anticipate  deriving
further  development  contracts  from these  relationships  as well as utilizing
Hyundai Heavy  Industries  to  manufacture  our drive systems for  international
sales,  we cannot  assure  you that  these  events  will  occur.  Our  business,
financial condition and result of operations if we cannot develop joint ventures
with global vehicle and bus manufacturers,  or other strategic  partnership will
be adversely affected.

Our  ability to protect  our  intellectual  property  may affect our  ability to
compete.

         Our future success and ability to compete is dependent in part upon our
proprietary technology. We rely on a combination of copyright, patent, trademark
and trade secrets laws and nondisclosure agreements to establish and protect our
proprietary technology.  We currently hold one United States patent and have one
United States patent application pending and several United States trademark and
service mark applications pending. However, we cannot assure you that patents or
trademarks will be issued with respect to pending or future patent and trademark
applications  or that our  patents  will be upheld as valid or will  prevent the
development  of  competitive  products  or that any  actions  we have taken will
adequately protect our intellectual property rights.

         We generally enter into confidentiality  agreements with our employees,
consultants,  customers and potential  customers to limit the disclosure and use
of our proprietary  information.  Despite our efforts to protect our proprietary
rights,  unauthorized parties may attempt to copy or otherwise obtain or use our
products or technology.  We also cannot assure you that our competitors will not
independently develop technologies that are substantially equivalent or superior
to our  technology.  In  addition,  the laws of some  foreign  countries  do not
protect our  proprietary  rights to the same extent as do the laws of the United
States.

         We are  also  subject  to the risk of  adverse  claims  and  litigation
alleging  infringement of the intellectual  property rights of others. We cannot
assure you that third parties will not assert  infringement claims in the future
with respect to

                                       8
our current or future  products.  Any such  assertion,  regardless of its merit,
could  require us to pay damages or  settlement  amounts and could require us to
develop non-infringing  technology or acquire licenses to the technology that is
the subject of asserted  infringement.  This litigation or potential  litigation
could result in product delays,  increased costs or both. In addition,  the cost
of any  litigation and the resulting  distraction  of our  management  resources
could have a material  adverse effect on our business,  results of operations or
financial  condition.  We also cannot assure you that any licenses of technology
necessary  for our  business  will be  available or that,  if  available,  these
licenses can be obtained on commercially reasonable terms. Our failure to obtain
these licenses could have a material adverse effect on our business,  results of
operations and financial condition.

The liquidity and marketability of our stock.

         Our stock is currently  traded on National  Association  of  Securities
Dealers,  Inc.'s OTC Bulletin Board. Although our securities are included on the
OTC Bulletin Board,  there can be no assurance that a regular trading market for
the  securities  will be sustained in the future.  The OTC Bulletin  Board is an
unorganized, inter-dealer,  over-the-counter market which provides significantly
less liquidity than The Nasdaq Stock Market,  and quotes for stocks  included on
the OTC Bulletin Board are not listed in the financial sections of newspapers as
are those for The Nasdaq Stock Market.  Therefore,  prices for securities traded
solely on the OTC  Bulletin  Board  may be  difficult  to  obtain.  The  reduced
liquidity of our stock and the reduced public access to quotations for our stock
could depress the market price of our stock.

"Penny Stock" regulations may impose restrictions on marketability of our stock.

         The Securities and Exchange  Commission has adopted  regulations  which
generally define "penny stock" to be any equity security that is not traded on a
national  securities exchange or Nasdaq and that has a market price of less than
$5.00 per share or an  exercise  price of less than $5.00 per share,  subject to
certain  exceptions.  In the past, our  securities  that are included on the OTC
Bulletin Board have traded at less than $5.00 per share, our stock may therefore
become  subject  at any time to rules  that  impose  additional  sales  practice
requirements  on  broker-dealers  who sell such securities to persons other than
established customers and accredited  investors.  Accredited investors generally
include  investors  that have assets in excess of  $1,000,000  or an  individual
annual income  exceeding  $200,000,  or, together with the investor's  spouse, a
joint  income  of  $300,000.  For  transactions  covered  by  these  rules,  the
broker-dealer must make a special suitability  determination for the purchase of
such  securities  and have  received  the  purchaser's  written  consent  to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require, among other things, the delivery,
prior to the  transaction,  of a risk  disclosure  document  mandated by the SEC
relating  to the penny  stock  market and the risks  associated  therewith.  The
broker-dealer   must  also   disclose  the   commission   payable  to  both  the
broker-dealer  and the  registered  representative,  current  quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must  disclose  this  fact and the  broker-dealer's  presumed  control  over the
market.  Finally,  monthly  statements  must be  sent  disclosing  recent  price
information  for the penny  stock held in the  account  and  information  on the
limited market in penny stocks. Consequently, the penny stock rules may restrict
the ability of  broker-dealers to sell our securities and may affect the ability
of stockholders to sell our securities in the secondary market.

Volatility of our stock price.

         The price of our common stock has been  particularly  volatile and will
likely  continue to  fluctuate  in the future.  Announcements  of  technological
innovations,  regulatory  matters  or  new  commercial  products  by us  or  our
competitors,  developments or disputes  concerning patent or proprietary rights,
publicity  regarding  actual or potential  product results  relating to products
under development by us or our competitors,  regulatory developments in both the
United  States and foreign  countries,  public  concern as to the safety and the
future of electric vehicles, and economic and other external factors, as well as
period-to-period  fluctuations  in  financial  results,  may have a  significant
impact on the market price of our common stock. In addition,  from time to time,
the stock market experiences  significant price and volume fluctuations

                                       9
that may be unrelated to the operating  performance  of particular  companies or
industries.  The market price of our common stock, like the stock prices of many
publicly  traded  smaller  companies,  has been and may  continue  to be  highly
volatile.

Dependence on key personnel.

         Our future  success  depends  largely on the  continued  service of our
management,  key product and  application  engineers and technical sales support
personnel as well as our ability to identify,  hire and retain additional senior
personnel. We face intense competition for qualified personnel, and we cannot be
certain  that we will  successfully  attract  and  retain  additional  qualified
personnel in the future. In particular, our success is highly dependent upon the
personal abilities of our senior management and technical  personnel.  We do not
have employment  contracts with any of our executive  officers.  We believe that
our future success will depend in large part upon our continued ability to hire,
retain and motivate highly skilled  employees who are in great demand. We cannot
assure you that we will be able to do so. We do not anticipate  that we will pay
cash  dividends  on our common  stock.  We have never  declared or paid any cash
dividends on our common stock and do not anticipate paying cash dividends on our
common stock in the foreseeable future. In addition, our debt securities contain
limitations on our ability to declare and pay cash dividends.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         This  prospectus  includes   "forward-looking   statements"   including
statements containing the words "believes," anticipates," "expends" and words of
similar import. All statements other than statements of historical fact included
in this prospectus,  including without limitation,  statements under "Prospectus
Summary,"  "Risk  Factors,"  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" in documents incorporated by
reference herein and located elsewhere herein,  regarding U.S. Electricar or any
of  the  transactions  described  herein,   including  the  timing,   financing,
strategies and effects of these transactions,  are  forward-looking  statements.
Although we believe that the  expectations  reflected  in these  forward-looking
statements are reasonable, we can give no assurance that these expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from expectations are disclosed in this prospectus, including,
without limitation,  in conjunction with the forward-looking  statements in this
prospectus  and/or  under  "Risk  Factors."  We do not  intend to  update  these
forward-looking statements.

                                 USE OF PROCEEDS

         The shares covered by this  prospectus are being offered by the selling
shareholders  and not by us. As a result,  we will not receive any proceeds from
the sale of the shares.

                              SELLING SHAREHOLDERS

         The selling  shareholders  listed below have or will acquire the shares
being registered  pursuant to the exercise of options previously granted to them
by U.S. Electricar.  The selling  shareholders  acquired beneficial ownership of
their respective shares through the purchase of restricted securities.

         The following table shows, in each case as of January 21, 2000:

         o        the name of each selling shareholder;

         o        how many  shares  of  common  stock  the  selling  shareholder
                  beneficially owns;

                                       10
o        how many shares of common  stock the selling  shareholder  can
                  resell   under  this   prospectus;   and  assuming  a  selling
                  shareholder sells all of the share of common stock listed next
                  to his or her name,  how many shares the  selling  shareholder
                  will beneficially own after completion of the offering.

         We have  calculated  the  number of  shares  each  selling  shareholder
"beneficially  owns" in  accordance  with Rule  13d-3  under the  Exchange  Act.
Beneficial  ownership  as defined in Rule  13d-3 does not  necessarily  indicate
beneficial  ownership  for  any  other  purpose.  Under  Rule  13d-3,  a  person
beneficially  owns all  shares as to which he or she has  either  sole or shared
voting  power or sole or shared  investment  power,  as well as all shares which
they  have the  right  to  acquire  within  60 days of the  calculation  date by
exercising  any stock option or other  right.  Since the list below speaks as of
January 21, 2000,  beneficial  ownership therefore includes all shares which the
selling  shareholder has the right to acquire within 60 days of January 21, 2000
(i.e., on or before March 22, 2000).  Shares  beneficially owned by each selling
shareholder  represent  less than one  percent  (1%) of our  outstanding  common
stock.
Shares which May be Sold             Shares Beneficially
   Selling Shareholder             Shares Beneficially Owned              Under this Prospectus              Owned after Offering
--------------------------      --------------------------------      ------------------------------       -------------------------
Gholam Abas Goodarzi                       404,200                               404,200                              -0-
Don Kang                                   404,200                               404,200                              -0-
PLAN OF DISTRIBUTION

         We have been  advised by the selling  shareholders  that they intend to
sell  all or a  portion  of  the  shares  from  time  to  time  in the  National
Association of Securities Dealers,  Inc.'s  over-the-counter  Bulletin Board and
that sales will be made at prices  prevailing  on the OTC Bulletin  Board at the
time of such  sales.  The  selling  shareholders  may also  make  private  sales
directly or through a broker or brokers,  who may act as agent or as  principal.
Further, the selling shareholders may choose to dispose of the shares by gift to
a third party or as a donation to a charitable or other  non-profit  entity.  In
connection   with  any  sales,   the  selling   shareholders   and  any  brokers
participating in such sales may be deemed to be underwriters  within the meaning
of the Securities Act.

         Any  broker-dealer  participating  in such  transaction  as  agent  may
receive  commissions from the selling  shareholder  (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Broker-dealers may
agree with the selling  shareholders  to sell a specified  number of shares at a
stipulated  price per share, and to the extent such a broker-dealer is unable to
do so acting as agent for the selling shareholders, to purchase as principal any
unsold shares at the price required to fulfill the  broker-dealer  commitment to
the selling  shareholders.  Broker-dealers  who acquire  shares as principal may
thereafter  resell  such  shares  from time to time in  transactions  (which may
involve  crosses  and block  transactions  and which  may  involve  sales to and
through other  broker-dealers,  including  transactions of the nature  described
above) in the over-the-counter  market, in negotiated  transactions or otherwise
at market prices prevailing at the time of sale or at negotiated  prices, and in
connection  with such resales may pay to or receive from the  purchasers of such
shares commissions computed as described above.

         Any  securities  covered  by this  prospectus  which  qualify  for sale
pursuant  to Rules 144 and 701 under the  Securities  Act may be sold under Rule
144 rather than  pursuant  to this  prospectus.  In  general,  under Rule 144 as
currently  in  effect,  a person  (or  persons  whose  shares  are  aggregated),
including  any person who may be deemed to be our  "affiliate",  is  entitled to
sell within any three month period "restricted shares" beneficially owned by him
or her in am amount  that does not exceed the  greater of (i) one percent of the
then  outstanding  shares of common  stock or (ii) the  average  weekly  trading
volume in shares of common stock during the four calendar  weeks  preceding such
sale,  provided  that at least  one year has  elapsed  since  such  shares  were
acquired from our affiliate.  Sales are also subject to certain  requirements as
to the manner of sale,  notice and  availability  of current public  information
regarding us.  However,  a person who has not been our  "affiliate"  at any time
within three months prior to the

                                       11
sale  is  entitled  to sell  his or her  shares  without  regard  to the  volume
limitations or other  requirements of Rule 144,  provided that at least one year
has  elapsed  since such  shares  were  acquired  from us or our  affiliate.  In
general,  under Rule 701 as currently in effect,  any  employee,  consultant  or
advisor of us who  purchases  shares from us in connection  with a  compensatory
stock or option  plan or other  written  agreement  relates to  compensation  is
eligible to resell such shares in reliance on Rule 144,  but without  compliance
with certain restrictions contained in Rule 144.

         There can be no assurance that the selling  shareholders  will sell any
or all of the shares hereunder.

                                  LEGAL MATTERS

         The  validity  of the Shares of common  stock  offered  hereby  will be
passed upon by Bay Venture Counsel, LLP, Oakland,  California,  counsel for U.S.
Electricar.

                                     EXPERTS

         The financial  statements  incorporated by reference in this prospectus
by reference to the annual report on Form 10-K for the year ended July 31, 1999,
have been so  incorporated  herein in  reliance on the report of Moss Adams LLP,
given on the authority of said firm as experts in auditing and accounting.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The SEC allows us to incorporate  by reference the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC  will  automatically  update  and  supersede  this  information.  We are
incorporating by reference in this prospectus the following documents:

o        our annual report on Form 10-K for our fiscal year ended July 31, 1999;
o        our  quarterly  reports on Form 10-Q for the quarter  ended October 31,
         1999;
o        our registration statement on Form S-1, as amended dated July 31, 1994;
         and
o        our registration statement on Form 8-A dated August 12, 1994.

         We are also  incorporating  by reference in this prospectus all reports
and other documents that we file after the date of this  prospectus  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the termination of the offering of securities  under this  prospectus.  These
reports and documents will be  incorporated by reference in and considered to be
a part  of this  prospectus  as of the  date  of  filing  of  such  reports  and
documents.

         Any statement  contained in this  prospectus or in a document  which is
incorporated by reference herein and will be modified or superseded for purposes
of this  prospectus  to the extent that a statement in any document that we file
after the date of this prospectus that also is incorporated by reference  herein
modifies or supersedes such prior  statement.  Any such statement so modified or
superseded  will not, except as so modified or superseded , constitute a part of
this prospectus.

         This  prospectus  incorporates  by  reference  documents  which are not
presented in this  prospectus or delivered to you with it. You may request,  and
we will send to you,  without  charge,  copies of these  documents,  other  than
exhibits to these  documents,  which we will send to you for a  reasonable  fee.
Requests should be directed to the Office of the Secretary, 19850 South Magellan
Drive, Torrance, California 90502 (telephone 310-527-2800).

                                       12
WHERE YOU CAN FIND MORE INFORMATION
We file annual  quarterly and special  reports,  proxy  statements  and
other  information  with the SEC. You may read and copy  materials  that we have
filed with the SEC, including the registration  statement,  at the following SEC
public reference rooms:
Judiciary Plaza                        7 World Trade Center                    Northwest Atrium Center
450 Fifth Street, N.W, Suite 1300      500 West Madison Street, Room 1024      Suite 1400
Washington, D.C.  20549                New York, New York  10048               Chicago, Illinois  60661
You can also obtain copies of filed documents,  at prescribed rates, by
mail  from  the  Public  Reference  Section  of the SEC at its  Judiciary  Plaza
location,  listed above,  or by telephone at  1-800-SEC-0330  or  electronically
through the SEC's Web Site at http://www.sec.gov.

         We furnish our stockholders with annual reports  containing our audited
financial  statements and with proxy material for our annual meetings  complying
with the proxy requirements of the Securities Exchange Act of 1934.

            INDEMNIFICATION AND THE SEC'S POSITION ON ENFORCEABILITY

         Section 317 of the  California  General  Corporation  Law  authorizes a
corporation  to indemnify its  directors  and  officers.  This may under certain
circumstances   include   indemnification  for  liabilities  arising  under  the
Securities Act as well as for expenses incurred in that regard.  Our certificate
of  incorporation  and bylaws  provide  for the  indemnification  of present and
former  directors  and  employees  and agents of U.S.  Electricar  to the extent
permitted by the California General Corporation Law.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling  us
pursuant to the foregoing provisions, we have been informed that, in the opinion
of the SEC, such  indemnification  is against  public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         All documents subsequently filed by the Registrant pursuant to sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment  which  indicates that all securities  registered have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing of such documents.

     The  following   documents  and  information   previously  filed  with  the
Securities and Exchange  Commission by the Registrant are hereby incorporated by
reference in this Registration Statement:

                                       13
o        our annual report on Form 10-K for our fiscal year ended July 31, 1999;
o        our quarterly  reports on Form 10-Q for the quarters  ended October 31,
         1999;
o        our registration statement on Form S-1, as amended dated July 31, 1994;
         and
o        our registration statement on Form 8-A dated August 12, 1994.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment  which indicates that all securities have been sold of
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of filing such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's  Certificate of Incorporation  limits,  to the maximum
extent  permitted by  California  law, the  liability of directors  for monetary
damages.  The  Registrant's  Bylaws provide that the company shall indemnify its
officers, directors, employees, and other agents to the fullest extent permitted
by California law.

         Section 317 of the California  General  Corporation law provides that a
corporation  may  indemnify  a  director,  officer,  employee,  or agent made or
threatened  to be made a party to a proceeding  by reason of the fact that he or
she was a director, officer, employee or agent of the corporation or was serving
at the request of the  corporation,  against  expenses  actually and  reasonably
incurred by him or her in connection  with such proceeding if he or she acted in
good  faith  and in a manner  he or she  reasonably  believed  to be in the best
interests of the corporation and with respect to any criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         4.1      1996  Stock  Plan,  as  amended,  and  form  of  Stock  Option
                  Agreement thereunder.*

         5.1      Opinion  of  Bay  Venture  Counsel,  LLP,  as to  legality  of
                  securities being registered.

         23.1     Consent of Moss Adams, LLP, independent accountants.

         23.2     Consent of Counsel (contained in Exhibit 5.1).

         24.1     Power of Attorney (see Page II-2).

*Incorporated by reference to the Registrant's  Annual Report on Form 10-K filed
on October 29, 1999.

                                       14
Item 9. Undertakings.

         (a)  The 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 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.

                  (2) That, for the purpose of determining  any liability  under
the Securities 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.

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.

                                       15
II-2

                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  U.S.
Electricar,  Inc., a corporation  organized  and existing  under the laws of the
State of California, certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form  S-8/S-3  and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Torrance, State of California, on this
28th day of January, 2000.

                                     U.S. ELECTRICAR, INC.

                   By:      /s/ Carl D. Perry
                            ----------------------------------------------------
                            Carl D. Perry, President and Chief Executive Officer

                                       16
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints Carl D. Perry as his  attorney-in-fact,
with full power of  substitution  for him in any and all  capacities to sign any
amendments to this Registration Statement on Form S-8/S-3, and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his substitutes, may do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                    Title                              Date
             ---------                                    -----                              ----
/s/ Carl D. Perry                                                                     January 28, 2000
--------------------------
     Carl D. Perry                   President, Chief Executive Officer and Director
                                     (Principal Executive Officer)

 /s/ Carl D. Perry                                                                     January 28, 2000
---------------------------
     Carl D. Perry                   Acting Chief Financial Officer
                                     (Principal Financial and Accounting Officer)

/s/ Anthony Rawlinson
---------------------------                                                            January 28, 2000
      Anthony Rawlinson              Chairman of the Board

---------------------------
        Malcom Currie                Director

 /s/ Edwin O. Riddell                                                                  January 28, 2000
---------------------------
      Edwin O. Riddell               Director

---------------------------
      John J. Micek III              Director

  /s/Donald H. Dreyer                                                                  January 28, 2000
---------------------------
      Donald H. Dreyer               Director
17
INDEX TO EXHIBITS

EXHIBIT
NUMBER                              DESCRIPTION
------                              -----------

4.1      1996  Stock  Plan,  as  amended,  and  form of Stock  Option  Agreement
         thereunder.*

5.1      Opinion of Bay Venture Counsel, LLP, as to legality of securities being
         registered.

23.1     Consent of Moss Adams, LLP, independent accountants.

23.2     Consent of Counsel (contained in Exhibit 5.1).

24.1     Power of Attorney (see Page II-2).

*Incorporated by reference to the Registrant's  Annual Report on Form 10-K filed
on October 29, 1999.

                                       18