As filed with the Securities and Exchange Commission on December 20, 1996
                                              Registration No. 333-_____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           SIERRA MONITOR CORPORATION
             (Exact name of registrant as specified in its charter)

       California                                         95-2481914
(State of Incorporation)                       (IRS Employer Identification No.)

                                1991 Tarob Court
                           Milpitas, California 95035
                    (Address of Principal Executive Offices)

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

                                 1996 Stock Plan
                            (Full Title of the Plan)

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

                                GORDON R. ARNOLD
                                    PRESIDENT
                           SIERRA MONITOR CORPORATION
                                1991 Tarob Court
                           Milpitas, California 95035
                     (Name and address of agent for service)

                                 (408) 262-6611
          (Telephone number, including area code, of agent for service)

                                     Copy to
                              Aaron J. Alter, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

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



<PAGE>

<TABLE>

                         CALCULATION OF REGISTRATION FEE

<CAPTION>
=======================================================================================================================
                                                                  Proposed            Proposed
                Title of                       Amount              Maximum            Maximum
             Securities to                      to be             Offering           Aggregated         Amount of
             be Registered                   Registered        Price Per Share     Offering Price    Registration Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>                   <C>                 <C>
Common Stock
   - 1996 Stock Plan
      shares subject to outstanding             20,000           $ 0.375              $ 7,500              $ 2.27
      options
      shares available for future              580,000          $0.34375(1)           $199,375             $60.42
      option grant                                              --------
         TOTALS                                600,000                                $206,875            $100.00
                                               =======                                ========            =======
<FN>
----------------
(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
calculating  the  amount  of the  registration  fee on the  basis of 100% of the
closing  price of the last  reported  sale of the  Company's  Common Stock as of
December 18, 1996 as traded on the Nasdaq Bulletin Board.
</FN>
</TABLE>

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Information Incorporated by Reference.

      There are hereby incorporated by reference in this registration  statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

      1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1995,  filed pursuant to Section 13 of the Securities  Exchange Act
of 1934 (the "Exchange Act").

      2. The Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31, 1996,  June 30, 1996 and  September  30, 1996 filed  pursuant to
Section 13 of the Exchange Act.

      All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14
and 15(d) of the Exchange Act, after the date of this registration statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  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  such
documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Counsel for the Company,  Wilson Sonsini  Goodrich & Rosati,  Professional
Corporation,  650 Page Mill Road, Palo Alto, California 94304-1050, has rendered
an opinion to the effect that the Common Stock offered hereby will,  when issued
in  accordance  with the  registrant's  1996 Stock Plan,  be legally and validly
issued, fully paid and non-assessable.

Item 6. Indemnification of Directors and Officers.

       Section 317 of the  California  Corporations  Code  authorizes a court to
award,  or a corporation's  Board of Directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising under the Securities  Act of 1933, as amended.  The Company's
Articles of  Incorporation,  as amended,  limit the  liability of the  Company's
directors  for monetary  damages  arising from breach of their  fiduciary  duty,
except to the extent  otherwise  required by the California  Corporations  Code.
Article VI of the Company's Bylaws provides for indemnification of the Company's
directors, officers, employees, and other agents to the maximum extent permitted
by the California Corporations Code.

<PAGE>

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

           Exhibit
           Number
           ------
           4.1              1996 Stock Plan.
           4.2              Form of Stock Option Agreement.
           5.1              Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
           23.1             Consent of KPMG Peat Marwick LLP.
           23.2             Consent of Wilson Sonsini Goodrich & Rosati, P.C. 
                            (included in Exhibit 5.1 hereto).
           24.1             Power of Attorney (included herein on page 6 of the
                            registration statement).

Item 9.  Undertakings

      (a)  The undersigned registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
made, a post-effective  amendment to this registration  statement 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  of  1933  (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 undersigned  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.


<PAGE>


      (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.



<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Milpitas, California, on December 18, 1996.

                                           SIERRA MONITOR CORPORATION

                                           By:  /s/ GORDON R. ARNOLD
                                              ------------------------
                                                Gordon R. Arnold
                                                President

<TABLE>
                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Gordon R. Arnold,  his  attorney-in-fact,
each with the power of substitution,  for him in any and all capacities, to sign
any amendments to this registration statement on Form S-8, 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
each of said attorney-in-fact, or his substitute or 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  by  the  following  persons  in  the
capacities and on the dates indicated:

<CAPTION>
      Signature                                        Title                                       Date
      ---------                                        -----                                       ----
<S>                                       <C>                                               <C>
/s/ GORDON R. ARNOLD                      President, Chief Financial Officer,               December 18, 1996
--------------------                      Secretary, Director
Gordon R. Arnold                          (Principal Executive, Financial and
                                           Accounting Officer)

/s/ MICHAEL C. FARR                       Vice President of Operations                      December 18, 1996
-------------------
Michael C. Farr

/s/ STEPHEN R. FEREE                      Vice President of Marketing                       December 18, 1996
--------------------
Stephen R. Feree

/s/ C. RICHARD KRAMLICH                   Director                                          December 18, 1996
-----------------------
C. Richard Kramlich

/s/ JAY T. LAST                           Director                                          December 18, 1996
---------------
Jay T. Last

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12969}]
{"company-data": {"conformed-name": "SIERRA MONITOR CORP /CA/", "cik": "0000100625", "assigned-sic": "3829", "irs-number": "952481914", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18241", "film-number": "96683228"}, "business-address": {"street1": "1991 TAROB CT", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4082626611"}, "mail-address": {"street1": "1991 TAROB COURT", "city": "MILPITAS", "state": "CA", "zip": "95035"}, "former-company": [{"former-conformed-name": "UMF SYSTEMS INC", "date-changed": "19890928"}, {"former-conformed-name": "IMAGES ENTERPRISES INC", "date-changed": "19731011"}]}
As filed with the Securities and Exchange Commission on December 20, 1996
                                              Registration No. 333-_____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           SIERRA MONITOR CORPORATION
             (Exact name of registrant as specified in its charter)

       California                                         95-2481914
(State of Incorporation)                       (IRS Employer Identification No.)

                                1991 Tarob Court
                           Milpitas, California 95035
                    (Address of Principal Executive Offices)

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

                                 1996 Stock Plan
                            (Full Title of the Plan)

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

                                GORDON R. ARNOLD
                                    PRESIDENT
                           SIERRA MONITOR CORPORATION
                                1991 Tarob Court
                           Milpitas, California 95035
                     (Name and address of agent for service)

                                 (408) 262-6611
          (Telephone number, including area code, of agent for service)

                                     Copy to
                              Aaron J. Alter, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

================================================================================
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                  Proposed            Proposed
                Title of                       Amount              Maximum            Maximum
             Securities to                      to be             Offering           Aggregated         Amount of
             be Registered                   Registered        Price Per Share     Offering Price    Registration Fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock
   - 1996 Stock Plan
      shares subject to outstanding             20,000           $ 0.375              $ 7,500              $ 2.27
      options
      shares available for future              580,000          $0.34375(1)           $199,375             $60.42
      option grant                                              --------
         TOTALS                                600,000                                $206,875            $100.00
                                               =======                                ========            =======
----------------
(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
calculating  the  amount  of the  registration  fee on the  basis of 100% of the
closing  price of the last  reported  sale of the  Company's  Common Stock as of
December 18, 1996 as traded on the Nasdaq Bulletin Board.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Information Incorporated by Reference.

      There are hereby incorporated by reference in this registration  statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

      1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1995,  filed pursuant to Section 13 of the Securities  Exchange Act
of 1934 (the "Exchange Act").

      2. The Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31, 1996,  June 30, 1996 and  September  30, 1996 filed  pursuant to
Section 13 of the Exchange Act.

      All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14
and 15(d) of the Exchange Act, after the date of this registration statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  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  such
documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Counsel for the Company,  Wilson Sonsini  Goodrich & Rosati,  Professional
Corporation,  650 Page Mill Road, Palo Alto, California 94304-1050, has rendered
an opinion to the effect that the Common Stock offered hereby will,  when issued
in  accordance  with the  registrant's  1996 Stock Plan,  be legally and validly
issued, fully paid and non-assessable.

Item 6. Indemnification of Directors and Officers.

       Section 317 of the  California  Corporations  Code  authorizes a court to
award,  or a corporation's  Board of Directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising under the Securities  Act of 1933, as amended.  The Company's
Articles of  Incorporation,  as amended,  limit the  liability of the  Company's
directors  for monetary  damages  arising from breach of their  fiduciary  duty,
except to the extent  otherwise  required by the California  Corporations  Code.
Article VI of the Company's Bylaws provides for indemnification of the Company's
directors, officers, employees, and other agents to the maximum extent permitted
by the California Corporations Code.
Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

           Exhibit
           Number
           ------
           4.1              1996 Stock Plan.
           4.2              Form of Stock Option Agreement.
           5.1              Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
           23.1             Consent of KPMG Peat Marwick LLP.
           23.2             Consent of Wilson Sonsini Goodrich & Rosati, P.C. 
                            (included in Exhibit 5.1 hereto).
           24.1             Power of Attorney (included herein on page 6 of the
                            registration statement).

Item 9.  Undertakings

      (a)  The undersigned registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
made, a post-effective  amendment to this registration  statement 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  of  1933  (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 undersigned  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.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Milpitas, California, on December 18, 1996.

                                           SIERRA MONITOR CORPORATION

                                           By:  /s/ GORDON R. ARNOLD
                                              ------------------------
                                                Gordon R. Arnold
                                                President

                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Gordon R. Arnold,  his  attorney-in-fact,
each with the power of substitution,  for him in any and all capacities, to sign
any amendments to this registration statement on Form S-8, 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
each of said attorney-in-fact, or his substitute or 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  by  the  following  persons  in  the
capacities and on the dates indicated:
Signature                                        Title                                       Date
      ---------                                        -----                                       ----
/s/ GORDON R. ARNOLD                      President, Chief Financial Officer,               December 18, 1996
--------------------                      Secretary, Director
Gordon R. Arnold                          (Principal Executive, Financial and
                                           Accounting Officer)

/s/ MICHAEL C. FARR                       Vice President of Operations                      December 18, 1996
-------------------
Michael C. Farr

/s/ STEPHEN R. FEREE                      Vice President of Marketing                       December 18, 1996
--------------------
Stephen R. Feree

/s/ C. RICHARD KRAMLICH                   Director                                          December 18, 1996
-----------------------
C. Richard Kramlich

/s/ JAY T. LAST                           Director                                          December 18, 1996
---------------
Jay T. Last