As filed with the Securities and Exchange Commission on September 23, 1996
                                               Registration No. 333-



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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933
                              --------------------

                                 PST VANS, INC.
             (Exact name of registrant as specified in its charter)

              Utah                                 87-0411704
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                   Identification No.)

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

                              1901 West 2100 South
                           Salt Lake City, Utah 84119
                    (Address of Principal Executive Offices,
                               including Zip Code)

                              STOCK INCENTIVE PLAN
                                       OF
                                 PST VANS, INC.

                            (Full title of the plan)

       KENNETH R. NORTON                             Copy to: 
  Chairman of the Board and                      RICHARD G. BROWN 
   Chief Executive Officer             Kimball, Parr, Waddoups, Brown & Gee
         PST Vans, Inc.                  185 South State Street, Suite 1300  
     1901 West 2100 South                     Salt Lake City, Utah 84111
  Salt Lake City, Utah  84119                     (801) 532-7840
         (801) 975-2500
 (Name, address and telephone
   number, including area code,
       of agent for service)
                            --------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                  Proposed        Proposed
                                  Maximum          Maximum                    
Title of                          Offering        Aggregate
Securities to   Amount to be      Price per       Offering         Amount of 
be Registered    Registered        Share(1)       Price(1)   Registration Fee(1)
- -------------------------------------------------------------------------------
Common Shares, 
$.001 par value  370,000 shares     $4.08          $1,509,600        $521.00
===============================================================================

(1)      Pursuant to Rules  457(h)(1) and 457(c),  the offering price per share,
         aggregate offering price and registration fee are computed on the basis
         of the  average  of the high and low sales  prices as  reported  on the
         NASDAQ Stock Market (National Market System) on September 19, 1996.




<PAGE>



                                       PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Plan Annual Information.*

         *        Information  required by Part I to be contained in the Section
                  10(a) prospectus is omitted from this  Registration  Statement
                  in accordance  with Rule 428 under the Securities Act of 1933,
                  as amended (the  "Securities  Act"), and the Note to Part I of
                  Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by PST Vans, Inc. (the "Registrant") with
the Securities and Exchange  Commission are hereby  incorporated by reference in
this Registration Statement:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
 December 31, 1995.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the 
 quarterly period ended March 31, 1996.

         (c)      The Registrant's Quarterly Report on Form 10-Q for the 
quarterly period ended June 30, 1996.

         (d) The description of the Registrant's Common Stock, $0.001 par value,
contained in the Registrant's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  including any
amendment  or report  filed under the  Exchange  Act for the purpose of updating
such description.

         In  addition,  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
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 a part hereof from the date of filing of such documents.

         The financial statements and schedule of the Registrant included in the
Registrant's  Annual  Report on Form 10-K for the year ended  December 31, 1995,
and incorporated by reference in this Registration Statement,  have been audited
by Arthur Andersen LLP,  independent public  accountants,  as indicated in their
reports with respect thereto,  and are incorporated  herein in reliance upon the
authority of said firm as experts in giving said reports.

         Future  financial  statements of the Registrant and the reports thereon
by  Arthur   Andersen  LLP  also  will  be  incorporated  by  reference  in  the
Registration Statement in reliance upon the authority of that firm as experts in
giving those reports;  provided,  however, only to the extent that said firm has
audited  those  financial  statements  and consented to the use of their reports
thereon.


                                       2

<PAGE>




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  16-10a-902  ("Section  902")  of  the  Utah  Revised  Business
Corporation  Act (the "Revised Act")  provides that a corporation  may indemnify
any  individual  who was, is, or is threatened  to be made a named  defendant or
respondent (a "Party") in any threatened,  pending or completed action,  suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or  informal  (a  "Proceeding"),  because he is or was a director  of the
corporation or is or was serving at its request as a director, officer, partner,
trustee, employee,  fiduciary or agent of another corporation or other person or
of an employee benefit plan (an "Indemnified Director"),  against any obligation
incurred  with respect to a  Proceeding,  including  any  judgment,  settlement,
penalty,  fine or reasonable expenses (including  attorneys' fees),  incurred in
the Proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the best interests of the  corporation,  and,
in the case of any criminal  Proceeding,  he had no reasonable  cause to believe
his conduct was unlawful;  except that (i) indemnification  under Section 902 in
connection with a Proceeding by or in the right of the corporation is limited to
payment  of  reasonable  expenses   (including   attorneys'  fees)  incurred  in
connection  with the  Proceeding and (ii) the  corporation  may not indemnify an
Indemnified  Director in connection  with a Proceeding by or in the right of the
corporation  in which  the  Indemnified  Director  was  adjudged  liable  to the
corporation,  or in  connection  with any  other  Proceeding  charging  that the
Indemnified  Director  derived  an  improper  personal  benefit,  whether or not
involving action in his official  capacity,  in which Proceeding he was adjudged
liable on the basis that he derived an improper personal benefit.

         Section  16-10a-906 of the Revised Act provides that a corporation  may
not indemnify a director under Section 902 unless authorized and a determination
has been made (by the board of directors,  a committee of the board of directors
or by the stockholders)  that  indemnification of the director is permissible in
the  circumstances  because  the  director  has met the  applicable  standard of
conduct set forth in Section 902.

         Section  16-10a-903  ("Section  903") of the Revised Act provides that,
unless limited by its articles of incorporation, a corporation shall indemnify a
director who was successful,  on the merits or otherwise,  in the defense of any
Proceeding,  or in the defense of any claim,  issue or matter in the proceeding,
to which he was a Party  because  he is or was a  director  of the  corporation,
against  reasonable  expenses  (including  attorneys'  fees)  incurred by him in
connection with the Proceeding or claim.

         In addition to the  indemnification  provided by Sections  902 and 903,
Section  16-10a-905  ("Section  905") of the Revised Act provides  that,  unless
otherwise limited by a corporation's  articles of incorporation,  a director may
apply for  indemnification  to the court conducting the Proceeding or to another
court of competent  jurisdiction.  On receipt of an application and after giving
any  notice the court  considers  necessary,  (i) the court may order  mandatory
indemnification  under Section 903, in which case the court shall also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification,  or (ii) upon the court's  determination  that the  director is
fairly and reasonably  entitled to  indemnification  in view of all the relevant
circumstances and regardless of whether the director met the applicable standard
of conduct set forth in Section 902, the court may order  indemnification as the
court  determines  to be proper,  except that  indemnification  with  respect to
certain  Proceedings  resulting  in a director  being  found  liable for certain
actions against the corporation may be limited to reasonable expenses (including
attorneys' fees) incurred by the director.

                                        3

<PAGE>




         Section  16-10a-904  ("Section 904") of the Revised Act provides that a
corporation  may  pay  for  or  reimburse  the  reasonable  expenses  (including
attorneys'  fees)  incurred  by a  director  who is a Party to a  Proceeding  in
advance of the final disposition of the Proceeding if (i) the director furnishes
the  corporation a written  affirmation of his good faith belief that he has met
the applicable  standard of conduct  described in Section 902, (ii) the director
furnishes to the corporation a written  undertaking,  executed  personally or in
his behalf, to repay the advance if it is ultimately  determined that he did not
meet the required  standard of conduct,  and (iii) a determination  is made that
the facts  then  known to those  making  the  determination  would not  preclude
indemnification under Section 904.

         Section   16-10a-907  of  the  Revised  Act  provides  that,  unless  a
corporation's articles of incorporation provide otherwise, (i) an officer of the
corporation  is entitled to mandatory  indemnification  under Section 903 and is
entitled to apply for court-ordered  indemnification  under Section 905, in each
case to the same extent as a director,  (ii) the  corporation  may indemnify and
advance expenses to an officer, employee,  fiduciary or agent of the corporation
to the same extent as a director, and (iii) a corporation may also indemnify and
advance  expenses  to an  officer,  employee,  fiduciary  or agent  who is not a
director  to a greater  extent  than the  right of  indemnification  granted  to
directors,  if not inconsistent  with public policy,  and if provided for by its
articles of  incorporation,  bylaws,  general or specific action of its board of
directors or contract.

         The Registrant's Amended and Restated Articles of Incorporation provide
that  the  Registrant  shall  indemnify  any  person  who is or was a  director,
officer,  employee  or  agent of the  Registrant,  or is or was  serving  at the
request of the Registrant as a director,  officer,  employee or agent of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise to the fullest  extent  permitted by the Revised Act, as the same may
hereafter be amended, or as otherwise permitted by law.

         The Registrant's Amended and Restated Articles of Incorporation provide
that the personal  liability of any director of the Registrant to the Registrant
or its  shareholders for a breach of fiduciary duty is eliminated to the fullest
extent permitted by the Revised Act. The extent to which the Revised Act permits
director  liability to be  eliminated  is governed by Section  16-10a-841 of the
Revised  Act,  which  provides  that  the  liability  of a  director  may not be
eliminated  or limited  for (i) the amount of  financial  benefit  received by a
director to which he is not entitled;  (ii) an intentional infliction of harm on
the corporation or its shareholders;  (iii) a violation of Section 16-10a-842 of
the Revised Act which prohibits  unlawful  distributions by a corporation to its
shareholders; or (iv) an intentional violation of criminal law.

         Indemnification may be granted pursuant to any other agreement,  bylaw,
or  vote of  shareholders  or  directors.  In  addition  to the  foregoing,  the
Registrant   maintains   insurance  from  commercial  carriers  against  certain
liabilities  which may be incurred by its directors and officers.  The foregoing
description is necessarily  general and does not describe all details  regarding
the  indemnification  of  officers,  directors  or  controlling  persons  of the
Registrant.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         See the Exhibit Index on page 7.


Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                                      4

<PAGE>



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

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

                           (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;

                           (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 the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in the Registration Statement.

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


                                           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 Salt Lake City, State of Utah, on September 6, 1996.


                                 PST VANS, INC.


                                       By    /s/ Kenneth R. Norton
                                             Kenneth R. Norton
                                             Chairman of the Board and 
                                              Chief Executive Officer


                             POWER OF ATTORNEY

         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.  Each person  whose  signature  to this
Registration  Statement appears below hereby constitutes and appoints Kenneth R.
Norton and John Adams, and each of them, as his true and lawful attorney-in-fact
and agent, with full power of substitution,  to sign on his behalf  individually
and in the capacity stated below and to perform any acts necessary to be done in
order to file all amendments and post-effective  amendments to this Registration
Statement,  and any and all  instruments  or  documents  filed  as part of or in
connection with this Registration  Statement or the amendments  thereto and each
of the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue hereof.

      Signature                     Title                           Date


/s/ Kenneth R. Norton     Chairman of the Board and Chief       August 27, 1996
Kenneth R. Norton         Executive Officer (Principal
                          Executive Officer)


/s/ Robert D. Hill        President, Chief Operating Officer    August 26, 1996
Rober D. Hill             and Director



/s/ Charles A. Lynch      Director                              August 27, 1996
Charles A. Lynch



/s/ James F. Redfern      Director                            September 6, 1996
James F. Redfern


                                        6

<PAGE>


                                 PST VANS, INC.

                                  EXHIBIT INDEX


Regulation S-K                                                 Sequential System
  Exhibit No.                  Description                           Page No.

       4.1         Revised Articles of Incorporation of the
                   Registrant (incorporated by reference to
                   Exhibit No. 3.1 of the Registrant's Registration
                   Statement on Form S-1 (Reg. No. 33-87212)).            -

       4.2         Amended and Restated Bylaws of the Registrant
                   (incorporated by reference to Exhibit No. 3.2 of
                   the Registrant's Registration Statement on Form
                   S-1 (Reg. No. 33-87212)).                              -

       4.3         Specimen Certificate (incorporated by reference
                   to Exhibit No. 4.3 of the Registrant's Registration
                   Statement on Form S-1 (Reg. No. 33-87212)).            -

       5           Opinion of Kimball, Parr, Waddoups, Brown &
                   Gee, a professional corporation, as to the legality
                   of the securities offered.                             8 

       23.1        Consent of Arthur Andersen LLP.                        9

       23.2        Consent of Kimball, Parr, Waddoups, Brown &
                   Gee (included in Exhibit No. 5).                       -

       24          Powers of Attorney (included on page 6 hereof).        -




                                           7

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22273}]
{"company-data": {"conformed-name": "PST VANS INC", "cik": "0000933589", "assigned-sic": "4213", "irs-number": "870411704", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12489", "film-number": "96633222"}, "business-address": {"street1": "1901 W 2100 SOUTH", "city": "SALT LAKE CITY", "state": "UT", "zip": "84119", "phone": "8019752500"}, "mail-address": {"street1": "1901 W 2100 S", "city": "SALT LAKE CITY", "state": "UT", "zip": "84119"}}
As filed with the Securities and Exchange Commission on September 23, 1996
                                               Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933
                              --------------------

                                 PST VANS, INC.
             (Exact name of registrant as specified in its charter)

              Utah                                 87-0411704
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                   Identification No.)

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

                              1901 West 2100 South
                           Salt Lake City, Utah 84119
                    (Address of Principal Executive Offices,
                               including Zip Code)

                              STOCK INCENTIVE PLAN
                                       OF
                                 PST VANS, INC.

                            (Full title of the plan)

       KENNETH R. NORTON                             Copy to: 
  Chairman of the Board and                      RICHARD G. BROWN 
   Chief Executive Officer             Kimball, Parr, Waddoups, Brown & Gee
         PST Vans, Inc.                  185 South State Street, Suite 1300  
     1901 West 2100 South                     Salt Lake City, Utah 84111
  Salt Lake City, Utah  84119                     (801) 532-7840
         (801) 975-2500
 (Name, address and telephone
   number, including area code,
       of agent for service)
                            --------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                  Proposed        Proposed
                                  Maximum          Maximum                    
Title of                          Offering        Aggregate
Securities to   Amount to be      Price per       Offering         Amount of 
be Registered    Registered        Share(1)       Price(1)   Registration Fee(1)
- -------------------------------------------------------------------------------
Common Shares, 
$.001 par value  370,000 shares     $4.08          $1,509,600        $521.00
===============================================================================

(1)      Pursuant to Rules  457(h)(1) and 457(c),  the offering price per share,
         aggregate offering price and registration fee are computed on the basis
         of the  average  of the high and low sales  prices as  reported  on the
         NASDAQ Stock Market (National Market System) on September 19, 1996.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Plan Annual Information.*

         *        Information  required by Part I to be contained in the Section
                  10(a) prospectus is omitted from this  Registration  Statement
                  in accordance  with Rule 428 under the Securities Act of 1933,
                  as amended (the  "Securities  Act"), and the Note to Part I of
                  Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by PST Vans, Inc. (the "Registrant") with
the Securities and Exchange  Commission are hereby  incorporated by reference in
this Registration Statement:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
 December 31, 1995.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the 
 quarterly period ended March 31, 1996.

         (c)      The Registrant's Quarterly Report on Form 10-Q for the 
quarterly period ended June 30, 1996.

         (d) The description of the Registrant's Common Stock, $0.001 par value,
contained in the Registrant's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  including any
amendment  or report  filed under the  Exchange  Act for the purpose of updating
such description.

         In  addition,  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
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 a part hereof from the date of filing of such documents.

         The financial statements and schedule of the Registrant included in the
Registrant's  Annual  Report on Form 10-K for the year ended  December 31, 1995,
and incorporated by reference in this Registration Statement,  have been audited
by Arthur Andersen LLP,  independent public  accountants,  as indicated in their
reports with respect thereto,  and are incorporated  herein in reliance upon the
authority of said firm as experts in giving said reports.

         Future  financial  statements of the Registrant and the reports thereon
by  Arthur   Andersen  LLP  also  will  be  incorporated  by  reference  in  the
Registration Statement in reliance upon the authority of that firm as experts in
giving those reports;  provided,  however, only to the extent that said firm has
audited  those  financial  statements  and consented to the use of their reports
thereon.

                                       2
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  16-10a-902  ("Section  902")  of  the  Utah  Revised  Business
Corporation  Act (the "Revised Act")  provides that a corporation  may indemnify
any  individual  who was, is, or is threatened  to be made a named  defendant or
respondent (a "Party") in any threatened,  pending or completed action,  suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or  informal  (a  "Proceeding"),  because he is or was a director  of the
corporation or is or was serving at its request as a director, officer, partner,
trustee, employee,  fiduciary or agent of another corporation or other person or
of an employee benefit plan (an "Indemnified Director"),  against any obligation
incurred  with respect to a  Proceeding,  including  any  judgment,  settlement,
penalty,  fine or reasonable expenses (including  attorneys' fees),  incurred in
the Proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the best interests of the  corporation,  and,
in the case of any criminal  Proceeding,  he had no reasonable  cause to believe
his conduct was unlawful;  except that (i) indemnification  under Section 902 in
connection with a Proceeding by or in the right of the corporation is limited to
payment  of  reasonable  expenses   (including   attorneys'  fees)  incurred  in
connection  with the  Proceeding and (ii) the  corporation  may not indemnify an
Indemnified  Director in connection  with a Proceeding by or in the right of the
corporation  in which  the  Indemnified  Director  was  adjudged  liable  to the
corporation,  or in  connection  with any  other  Proceeding  charging  that the
Indemnified  Director  derived  an  improper  personal  benefit,  whether or not
involving action in his official  capacity,  in which Proceeding he was adjudged
liable on the basis that he derived an improper personal benefit.

         Section  16-10a-906 of the Revised Act provides that a corporation  may
not indemnify a director under Section 902 unless authorized and a determination
has been made (by the board of directors,  a committee of the board of directors
or by the stockholders)  that  indemnification of the director is permissible in
the  circumstances  because  the  director  has met the  applicable  standard of
conduct set forth in Section 902.

         Section  16-10a-903  ("Section  903") of the Revised Act provides that,
unless limited by its articles of incorporation, a corporation shall indemnify a
director who was successful,  on the merits or otherwise,  in the defense of any
Proceeding,  or in the defense of any claim,  issue or matter in the proceeding,
to which he was a Party  because  he is or was a  director  of the  corporation,
against  reasonable  expenses  (including  attorneys'  fees)  incurred by him in
connection with the Proceeding or claim.

         In addition to the  indemnification  provided by Sections  902 and 903,
Section  16-10a-905  ("Section  905") of the Revised Act provides  that,  unless
otherwise limited by a corporation's  articles of incorporation,  a director may
apply for  indemnification  to the court conducting the Proceeding or to another
court of competent  jurisdiction.  On receipt of an application and after giving
any  notice the court  considers  necessary,  (i) the court may order  mandatory
indemnification  under Section 903, in which case the court shall also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification,  or (ii) upon the court's  determination  that the  director is
fairly and reasonably  entitled to  indemnification  in view of all the relevant
circumstances and regardless of whether the director met the applicable standard
of conduct set forth in Section 902, the court may order  indemnification as the
court  determines  to be proper,  except that  indemnification  with  respect to
certain  Proceedings  resulting  in a director  being  found  liable for certain
actions against the corporation may be limited to reasonable expenses (including
attorneys' fees) incurred by the director.

                                        3
Section  16-10a-904  ("Section 904") of the Revised Act provides that a
corporation  may  pay  for  or  reimburse  the  reasonable  expenses  (including
attorneys'  fees)  incurred  by a  director  who is a Party to a  Proceeding  in
advance of the final disposition of the Proceeding if (i) the director furnishes
the  corporation a written  affirmation of his good faith belief that he has met
the applicable  standard of conduct  described in Section 902, (ii) the director
furnishes to the corporation a written  undertaking,  executed  personally or in
his behalf, to repay the advance if it is ultimately  determined that he did not
meet the required  standard of conduct,  and (iii) a determination  is made that
the facts  then  known to those  making  the  determination  would not  preclude
indemnification under Section 904.

         Section   16-10a-907  of  the  Revised  Act  provides  that,  unless  a
corporation's articles of incorporation provide otherwise, (i) an officer of the
corporation  is entitled to mandatory  indemnification  under Section 903 and is
entitled to apply for court-ordered  indemnification  under Section 905, in each
case to the same extent as a director,  (ii) the  corporation  may indemnify and
advance expenses to an officer, employee,  fiduciary or agent of the corporation
to the same extent as a director, and (iii) a corporation may also indemnify and
advance  expenses  to an  officer,  employee,  fiduciary  or agent  who is not a
director  to a greater  extent  than the  right of  indemnification  granted  to
directors,  if not inconsistent  with public policy,  and if provided for by its
articles of  incorporation,  bylaws,  general or specific action of its board of
directors or contract.

         The Registrant's Amended and Restated Articles of Incorporation provide
that  the  Registrant  shall  indemnify  any  person  who is or was a  director,
officer,  employee  or  agent of the  Registrant,  or is or was  serving  at the
request of the Registrant as a director,  officer,  employee or agent of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise to the fullest  extent  permitted by the Revised Act, as the same may
hereafter be amended, or as otherwise permitted by law.

         The Registrant's Amended and Restated Articles of Incorporation provide
that the personal  liability of any director of the Registrant to the Registrant
or its  shareholders for a breach of fiduciary duty is eliminated to the fullest
extent permitted by the Revised Act. The extent to which the Revised Act permits
director  liability to be  eliminated  is governed by Section  16-10a-841 of the
Revised  Act,  which  provides  that  the  liability  of a  director  may not be
eliminated  or limited  for (i) the amount of  financial  benefit  received by a
director to which he is not entitled;  (ii) an intentional infliction of harm on
the corporation or its shareholders;  (iii) a violation of Section 16-10a-842 of
the Revised Act which prohibits  unlawful  distributions by a corporation to its
shareholders; or (iv) an intentional violation of criminal law.

         Indemnification may be granted pursuant to any other agreement,  bylaw,
or  vote of  shareholders  or  directors.  In  addition  to the  foregoing,  the
Registrant   maintains   insurance  from  commercial  carriers  against  certain
liabilities  which may be incurred by its directors and officers.  The foregoing
description is necessarily  general and does not describe all details  regarding
the  indemnification  of  officers,  directors  or  controlling  persons  of the
Registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See the Exhibit Index on page 7.

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                                      4
(1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

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

                           (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;

                           (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 the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in the Registration Statement.

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

                                           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 Salt Lake City, State of Utah, on September 6, 1996.

                                 PST VANS, INC.

                                       By    /s/ Kenneth R. Norton
                                             Kenneth R. Norton
                                             Chairman of the Board and 
                                              Chief Executive Officer

                             POWER OF ATTORNEY

         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.  Each person  whose  signature  to this
Registration  Statement appears below hereby constitutes and appoints Kenneth R.
Norton and John Adams, and each of them, as his true and lawful attorney-in-fact
and agent, with full power of substitution,  to sign on his behalf  individually
and in the capacity stated below and to perform any acts necessary to be done in
order to file all amendments and post-effective  amendments to this Registration
Statement,  and any and all  instruments  or  documents  filed  as part of or in
connection with this Registration  Statement or the amendments  thereto and each
of the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue hereof.

      Signature                     Title                           Date

/s/ Kenneth R. Norton     Chairman of the Board and Chief       August 27, 1996
Kenneth R. Norton         Executive Officer (Principal
                          Executive Officer)

/s/ Robert D. Hill        President, Chief Operating Officer    August 26, 1996
Rober D. Hill             and Director

/s/ Charles A. Lynch      Director                              August 27, 1996
Charles A. Lynch

/s/ James F. Redfern      Director                            September 6, 1996
James F. Redfern

                                        6
PST VANS, INC.

                                  EXHIBIT INDEX

Regulation S-K                                                 Sequential System
  Exhibit No.                  Description                           Page No.

       4.1         Revised Articles of Incorporation of the
                   Registrant (incorporated by reference to
                   Exhibit No. 3.1 of the Registrant's Registration
                   Statement on Form S-1 (Reg. No. 33-87212)).            -

       4.2         Amended and Restated Bylaws of the Registrant
                   (incorporated by reference to Exhibit No. 3.2 of
                   the Registrant's Registration Statement on Form
                   S-1 (Reg. No. 33-87212)).                              -

       4.3         Specimen Certificate (incorporated by reference
                   to Exhibit No. 4.3 of the Registrant's Registration
                   Statement on Form S-1 (Reg. No. 33-87212)).            -

       5           Opinion of Kimball, Parr, Waddoups, Brown &
                   Gee, a professional corporation, as to the legality
                   of the securities offered.                             8 

       23.1        Consent of Arthur Andersen LLP.                        9

       23.2        Consent of Kimball, Parr, Waddoups, Brown &
                   Gee (included in Exhibit No. 5).                       -

       24          Powers of Attorney (included on page 6 hereof).        -

                                           7