<PAGE>
 
     As filed with the Securities and Exchange Commission on June 26, 1998
                                                 Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

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

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

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

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

                               JAMES C. LOCKWOOD
                        Vice President - General Counsel
                      Keystone Automotive Industries, Inc.
                             700 East Bonita Avenue
                            Pomona, California 91767
                    (Name and address of agent for service)

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

                                    Copy to:

                              PAUL H. IRVING, ESQ.
                         Manatt, Phelps & Phillips, LLP
                          11355 West Olympic Boulevard
                         Los Angeles, California 90064
                                 (310) 312-4200

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================= 
                                             Proposed          Proposed
                             Amount           maximum          maximum         Amount of
Title of securities          to be        offering price      aggregate      registration
to be registered         registered (1)    per share (2)    offering price        fee
-----------------------------------------------------------------------------------------
<S>                      <C>              <C>               <C>              <C>
Common Stock                   370,000       $25.125         $9,296,250         $2,742.39
==========================================================================================
</TABLE>

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

(2)  Estimated solely for purposes of calculating the amount of the registration
     fee pursuant to Rule 457(h) and Rule 457(c), based upon the average of the
     high and low prices of the Common Stock as reported on the Nasdaq National
     Market System on June 19, 1998.

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

<PAGE>
 
                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

Item 1.   Plan Information.
          ---------------- 

          a.   Prospectus for the 1996 Employee Stock Incentive Plan

          b.   1996 Employee Stock Incentive Plan

          c.   Amendment No. 1 to 1996 Employee Stock Incentive Plan

          d.   Form of Incentive Stock Option Agreement

          e.   Form of Non-Qualified Stock Option Agreement

Item 2.   Registrant Information and Employee Plan Annual Information.
          ----------------------------------------------------------- 

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

                                      I-1
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Keystone Automotive Industries, Inc. (the "Registrant") hereby files
this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "Commission") to register 370,000 shares (the "Shares") of the
Registrant's Common Stock for issuance pursuant to the Registrant's 1996
Employee Stock Incentive Plan, as amended (the "Plan"), and such indeterminate
number of shares as may become available under the Plan as a result of the
adjustment provisions thereof. The Shares are in addition to 730,000 shares of
the Registrant's Common Stock registered on a Registration Statement on Form S-8
filed with and declared effective by the Securities and Exchange Commission on
March 27, 1997. The Plan covers an aggregate of 1,100,000 shares of the
Registrant's Common Stock.

Item 3.   Incorporation of Documents by Reference.
          --------------------------------------- 

          The following documents previously filed by the Registrant with the
Commission are incorporated in this Registration Statement by reference:
 
          (a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 27, 1998, filed with the Securities and Exchange Commission on
          June 25, 1998;

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

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

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

          Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.   Description of Securities.
          ------------------------- 

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          -------------------------------------- 

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

          Section 204 of the General Corporation Law of the State of California
(the "California Law") permits the limitation of the personal liability of a
director for monetary damages in an action brought by or in the right of the

                                      II-1
<PAGE>
 
corporation for breach of a director's duties to the corporation and its
shareholders under certain conditions and subject to certain limitations.

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

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

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

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

          Section 3.16   Indemnification of Directors, Officers, Employees, and
                         ------------------------------------------------------
Other Agents.
------------ 

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

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

                                      II-2
<PAGE>
 
          the corporation, (ii) who is or was serving at the request of the
          corporation as an officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise, or (iii) who
          was an officer, employee or agent of the corporation which was a
          predecessor corporation of the corporation or of another enterprise at
          the request of such predecessor corporation.

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

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

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

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

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

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

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

          The Registrant maintains an insurance policy pursuant to which the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result 

                                      II-3
<PAGE>
 
of such claims, actions, suits or proceedings, which may be brought against them
by reason of their being or having been such directors and officers.

Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 

          Not applicable.

Item 8.   Exhibits.
          -------- 
<TABLE> 
<CAPTION> 
    Exhibit
    Number     Description
    ------     -----------
    <C>        <S> 
      3.1(1)   Amended and Restated Articles of Incorporation of the Registrant,
               as amended.
      3.2(2)   Amended and Restated Bylaws of the Registrant, as amended.
      5.1      Opinion of Manatt, Phelps & Phillips, LLP.
     23.1      Consent of Manatt, Phelps & Phillip, LLP (see Exhibit 5.1).
     23.2      Consent of Independent Auditors (Ernst & Young LLP).
     24.1      Power of Attorney (See page II-6).
     99.1(3)   1996 Employee Stock Incentive Plan.
     99.2(4)   Amendment No. 1 to 1996 Employee Stock Incentive Plan.
     99.3      Form of Incentive Stock Option Agreement.
     99.4      Form of Non-Qualified Stock Option Agreement.
</TABLE> 

(1)  Filed as an exhibit to Amendment No. 2 to the Registration Statement on
     Form S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and
     as an exhibit to the Registrant's Annual Report on Form 10-K filed with the
     Commission on June 25, 1998, and incorporated herein by reference.

(2)  Filed as an exhibit to Amendment No. 2 to the Registration Statement on
     Form S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and
     as an exhibit to the Registration Statement on Form S-1 filed with the
     Commission on June 6, 1997 (File No. 333-28709), and incorporated herein by
     reference.

(3)  Filed as Exhibit 10.10 to the Registration Statement on Form S-1 filed with
     the Commission on April 18, 1996 (File No. 333-3994), and incorporated
     herein by reference.

(4)  Filed as Exhibit 10.15 to the Registrant's Registration Statement on Form
     S-4 filed with the Commission on May 18, 1998 (File No. 333-52969), and
     incorporated herein by reference.

Item 9.  Undertakings.
         ------------ 

         (a)  The undersigned Registrant hereby undertakes:

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

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

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

                                      II-4
<PAGE>
 
any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-5
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pomona, State of California, on this 25th day of
June, 1998.

                                     KEYSTONE AUTOMOTIVE INDUSTRIES, INC.



                                     By  /s/ Charles J. Hogarty
                                       ---------------------------------
                                       Charles J. Hogarty, President

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

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

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

/s/ Charles J. Hogarty            President, Chief Executive Officer             June 25, 1998
------------------------      and Director (Principal Executive Officer)
   Charles J. Hogarty         
                                                                         
/s/ Al A. Ronco                        Executive Vice President,                 June 25, 1998
------------------------                Secretary and Director 
   Al A. Ronco          
                                                                         
/s/ John M. Palumbo           Vice President, Treasurer and Chief Financial      June 25, 1998
------------------------   Officer (Principal Financial and Accounting Officer) 
   John M. Palumbo      
                                                                         
/s/ Timothy C. McQuay                         Director                          June 25, 1998
------------------------
   Timothy C. McQuay                                                     
                                                                         
/s/ George E. Seebart                         Director                          June 25, 1998
------------------------
   George E. Seebart

/s/ Ronald G. Brown                           Director                          June 25, 1998
------------------------
   Ronald G. Brown
</TABLE>

                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
    Exhibit
    Sequential
    Number     Description                                                        Page Number
    ------     -----------                                                        -----------
    <C>       <S>                                                                 <C> 
     3.1(1)   Amended and Restated Articles of Incorporation of the Registrant,
              as amended.
     3.2(2)   Amended and Restated Bylaws of the Registrant, as amended.
     5.1      Opinion of Manatt, Phelps & Phillips, LLP.
    23.1      Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1).
    23.2      Consent of Independent Auditors (Ernst & Young LLP).
    24.1      Power of Attorney (See page II-6).
    99.1(3)   1996 Employee Stock Incentive Plan.
    99.2(4)   Amendment No. 1 to 1996 Employee Stock Incentive Plan.
    99.3      Form of Incentive Stock Option Agreement.
    99.4      Form of Non-Qualified Stock Option Agreement.
</TABLE> 

(1) Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form
    S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and as an
    exhibit to the Registrant's Annual Report on Form 10-K filed with the
    Commission on June 25, 1998, and incorporated herein by reference.

(2) Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form
    S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and as an
    exhibit to the Registration Statement on Form S-1 filed with the Commission
    on June 6, 1997 (File No. 333-28709), and incorporated herein by reference.

(3) Filed as Exhibit 10.10 to the Registration Statement on Form S-1 filed with
    the Commission on April 18, 1996 (File No. 333-3994), and incorporated
    herein by reference.

(4) Filed as Exhibit 10.15 to the Registrant's Registration Statement on Form
    S-4 filed with the Commission on May 18, 1998 (File No. 333-52969), and
    incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29144}]
{"company-data": {"conformed-name": "KEYSTONE AUTOMOTIVE INDUSTRIES INC", "cik": "0001012393", "assigned-sic": "5013", "irs-number": "952920557", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57799", "film-number": "98654859"}, "business-address": {"street1": "700 E BONITA AVE", "city": "POMONA", "state": "CA", "zip": "91767", "phone": "9096248041"}, "mail-address": {"street1": "700 EAST BONITA AVE", "city": "POMONA", "state": "CA", "zip": "91767"}}
As filed with the Securities and Exchange Commission on June 26, 1998
                                                 Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

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

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

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

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

                               JAMES C. LOCKWOOD
                        Vice President - General Counsel
                      Keystone Automotive Industries, Inc.
                             700 East Bonita Avenue
                            Pomona, California 91767
                    (Name and address of agent for service)

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

                                    Copy to:

                              PAUL H. IRVING, ESQ.
                         Manatt, Phelps & Phillips, LLP
                          11355 West Olympic Boulevard
                         Los Angeles, California 90064
                                 (310) 312-4200

                        CALCULATION OF REGISTRATION FEE
========================================================================================= 
                                             Proposed          Proposed
                             Amount           maximum          maximum         Amount of
Title of securities          to be        offering price      aggregate      registration
to be registered         registered (1)    per share (2)    offering price        fee
-----------------------------------------------------------------------------------------
Common Stock                   370,000       $25.125         $9,296,250         $2,742.39
==========================================================================================
(1)  This Registration Statement covers, in addition to the number of shares of
     Common Stock stated above, such indeterminate number of shares of Common
     Stock as may be issued upon exercise of options and the grant of certain
     other awards under the 1996 Employee Stock Incentive Plan as a result of
     the adjustment provisions thereof.

(2)  Estimated solely for purposes of calculating the amount of the registration
     fee pursuant to Rule 457(h) and Rule 457(c), based upon the average of the
     high and low prices of the Common Stock as reported on the Nasdaq National
     Market System on June 19, 1998.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

Item 1.   Plan Information.
          ---------------- 

          a.   Prospectus for the 1996 Employee Stock Incentive Plan

          b.   1996 Employee Stock Incentive Plan

          c.   Amendment No. 1 to 1996 Employee Stock Incentive Plan

          d.   Form of Incentive Stock Option Agreement

          e.   Form of Non-Qualified Stock Option Agreement

Item 2.   Registrant Information and Employee Plan Annual Information.
          ----------------------------------------------------------- 

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

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Keystone Automotive Industries, Inc. (the "Registrant") hereby files
this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "Commission") to register 370,000 shares (the "Shares") of the
Registrant's Common Stock for issuance pursuant to the Registrant's 1996
Employee Stock Incentive Plan, as amended (the "Plan"), and such indeterminate
number of shares as may become available under the Plan as a result of the
adjustment provisions thereof. The Shares are in addition to 730,000 shares of
the Registrant's Common Stock registered on a Registration Statement on Form S-8
filed with and declared effective by the Securities and Exchange Commission on
March 27, 1997. The Plan covers an aggregate of 1,100,000 shares of the
Registrant's Common Stock.

Item 3.   Incorporation of Documents by Reference.
          --------------------------------------- 

          The following documents previously filed by the Registrant with the
Commission are incorporated in this Registration Statement by reference:
 
          (a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 27, 1998, filed with the Securities and Exchange Commission on
          June 25, 1998;

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

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

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

          Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.   Description of Securities.
          ------------------------- 

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          -------------------------------------- 

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

          Section 204 of the General Corporation Law of the State of California
(the "California Law") permits the limitation of the personal liability of a
director for monetary damages in an action brought by or in the right of the

                                      II-1
corporation for breach of a director's duties to the corporation and its
shareholders under certain conditions and subject to certain limitations.

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

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

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

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

          Section 3.16   Indemnification of Directors, Officers, Employees, and
                         ------------------------------------------------------
Other Agents.
------------ 

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

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

                                      II-2
the corporation, (ii) who is or was serving at the request of the
          corporation as an officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise, or (iii) who
          was an officer, employee or agent of the corporation which was a
          predecessor corporation of the corporation or of another enterprise at
          the request of such predecessor corporation.

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

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

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

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

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

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

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

          The Registrant maintains an insurance policy pursuant to which the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result 

                                      II-3
of such claims, actions, suits or proceedings, which may be brought against them
by reason of their being or having been such directors and officers.

Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 

          Not applicable.

Item 8.   Exhibits.
          --------
Exhibit
    Number     Description
    ------     -----------
3.1(1)   Amended and Restated Articles of Incorporation of the Registrant,
               as amended.
      3.2(2)   Amended and Restated Bylaws of the Registrant, as amended.
      5.1      Opinion of Manatt, Phelps & Phillips, LLP.
     23.1      Consent of Manatt, Phelps & Phillip, LLP (see Exhibit 5.1).
     23.2      Consent of Independent Auditors (Ernst & Young LLP).
     24.1      Power of Attorney (See page II-6).
     99.1(3)   1996 Employee Stock Incentive Plan.
     99.2(4)   Amendment No. 1 to 1996 Employee Stock Incentive Plan.
     99.3      Form of Incentive Stock Option Agreement.
     99.4      Form of Non-Qualified Stock Option Agreement.
(1)  Filed as an exhibit to Amendment No. 2 to the Registration Statement on
     Form S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and
     as an exhibit to the Registrant's Annual Report on Form 10-K filed with the
     Commission on June 25, 1998, and incorporated herein by reference.

(2)  Filed as an exhibit to Amendment No. 2 to the Registration Statement on
     Form S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and
     as an exhibit to the Registration Statement on Form S-1 filed with the
     Commission on June 6, 1997 (File No. 333-28709), and incorporated herein by
     reference.

(3)  Filed as Exhibit 10.10 to the Registration Statement on Form S-1 filed with
     the Commission on April 18, 1996 (File No. 333-3994), and incorporated
     herein by reference.

(4)  Filed as Exhibit 10.15 to the Registrant's Registration Statement on Form
     S-4 filed with the Commission on May 18, 1998 (File No. 333-52969), and
     incorporated herein by reference.

Item 9.  Undertakings.
         ------------ 

         (a)  The undersigned Registrant hereby undertakes:

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

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

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

                                      II-4
any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-5
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pomona, State of California, on this 25th day of
June, 1998.

                                     KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

                                     By  /s/ Charles J. Hogarty
                                       ---------------------------------
                                       Charles J. Hogarty, President

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

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                                 Title                               Date
       ---------                                 -----                               ----
/s/ Charles J. Hogarty            President, Chief Executive Officer             June 25, 1998
------------------------      and Director (Principal Executive Officer)
   Charles J. Hogarty         
                                                                         
/s/ Al A. Ronco                        Executive Vice President,                 June 25, 1998
------------------------                Secretary and Director 
   Al A. Ronco          
                                                                         
/s/ John M. Palumbo           Vice President, Treasurer and Chief Financial      June 25, 1998
------------------------   Officer (Principal Financial and Accounting Officer) 
   John M. Palumbo      
                                                                         
/s/ Timothy C. McQuay                         Director                          June 25, 1998
------------------------
   Timothy C. McQuay                                                     
                                                                         
/s/ George E. Seebart                         Director                          June 25, 1998
------------------------
   George E. Seebart

/s/ Ronald G. Brown                           Director                          June 25, 1998
------------------------
   Ronald G. Brown
II-6
EXHIBIT INDEX
Exhibit
    Sequential
    Number     Description                                                        Page Number
    ------     -----------                                                        -----------
3.1(1)   Amended and Restated Articles of Incorporation of the Registrant,
              as amended.
     3.2(2)   Amended and Restated Bylaws of the Registrant, as amended.
     5.1      Opinion of Manatt, Phelps & Phillips, LLP.
    23.1      Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1).
    23.2      Consent of Independent Auditors (Ernst & Young LLP).
    24.1      Power of Attorney (See page II-6).
    99.1(3)   1996 Employee Stock Incentive Plan.
    99.2(4)   Amendment No. 1 to 1996 Employee Stock Incentive Plan.
    99.3      Form of Incentive Stock Option Agreement.
    99.4      Form of Non-Qualified Stock Option Agreement.
(1) Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form
    S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and as an
    exhibit to the Registrant's Annual Report on Form 10-K filed with the
    Commission on June 25, 1998, and incorporated herein by reference.

(2) Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form
    S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and as an
    exhibit to the Registration Statement on Form S-1 filed with the Commission
    on June 6, 1997 (File No. 333-28709), and incorporated herein by reference.

(3) Filed as Exhibit 10.10 to the Registration Statement on Form S-1 filed with
    the Commission on April 18, 1996 (File No. 333-3994), and incorporated
    herein by reference.

(4) Filed as Exhibit 10.15 to the Registrant's Registration Statement on Form
    S-4 filed with the Commission on May 18, 1998 (File No. 333-52969), and
    incorporated herein by reference.