As filed with the Securities and Exchange Commission on September 16, 1997
                                               Registration No. 333-___________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                    Automobile Protection Corporation - APCO
             (Exact name of registrant as specified in its charter)


        Georgia                                            58-1582432
  State or Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization                        Identification Number)

                        15 Dunwoody Park Drive, Suite 100
                             Atlanta, Georgia 30338
                    (Address of principal executive offices)

                          1997 PERFORMANCE EQUITY PLAN

                            (Full title of the Plans)

                           Martin J. Blank, Secretary
                    Automobile Protection Corporation - APCO
                       15 Dunwoody Park Drive - Suite 100
                             Atlanta, Georgia 30338
                                 (770) 394-7070
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                             ANDREW D. HUDDERS, ESQ.
                            Graubard Mollen & Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                                 (212) 818-8800

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                                      Proposed maximum       Proposed maximum
                                                    Amount to be       offering price            aggregate           Amount of
Title of Securities to be registered                 registered          per share            offering price      registration fee
================================================ ==================  ==================== ====================  ===================
<S>                                                      <C>                 <C>                    <C>                 <C> 
Common Stock issuable upon exercise of awards      500,000 shares         $4.46875              $2,234,375            $677.08
which may be granted under the 1997 Plan(1)
------------------------------------------------ ------------------  -------------------- --------------------  -------------------
         TOTAL                                                                                                        $677.08
================================================ ==================  ==================== ====================  ===================
<FN>

(1)      Based on the last sale price of the Common Stock as reported by The Nasdaq Stock Market on September 15, 1997
         in accordance with Rules 457(c) and 457(h) promulgated under the Securities Act.
                              ---------------------
</FN>
</TABLE>

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act, the  Registration  Statement will become  effective upon filing
with the Securities and Exchange Commission.

         The  Registration  Statement,  including all exhibits and  attachments,
contains  21  pages.  The  exhibit  index  may be  found  on  page  II-5  of the
Registration Statement.


<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, and the Note to Part I of the
         Instructions to Form S-8.


                                       I-1

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

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

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year  ended  December  31,  1996  filed  with  the  Commission
                  pursuant to Section  13(a) of the  Securities  Exchange Act of
                  1934 ("Exchange Act");

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 31, 1997 and June 30, 1997 filed with the
                  Commission pursuant to Section 13(a) of the Exchange Act;

         (c)      The Registrant's Proxy Statement dated May 9, 1997 relating to
                  the Annual Meeting of  Stockholders  filed with the Commission
                  pursuant to Section 14 of the Exchange Act; and

         (d)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant's  8-A   Registration   Statement  filed  with  the
                  Commission  pursuant  to Section  12(b) of the  Exchange  Act,
                  including any subsequent  amendment(s)  or report(s) filed for
                  the purpose of updating such description.

         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  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.


Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


Item 6.  Indemnification of Directors and Officers.

         Article VII of the  Registrant's  Restated  Articles  of  Incorporation
provides that directors of the  Registrant  will not be liable to the Registrant
or the Registrant's stockholders for monetary damages for breach of duty of care
or other duty as a director,  other than liability for any  misappropriation  of
any business  opportunity of the  Registrant,  for acts or omissions not in good
faith which involve  intentional  misconduct or a knowing  violation of law, for
the types of liabilities set forth in Section 14-2-202(4) (formerly 14-2-134) of
the Georgia  Business  Corporation  Code,  and for a transaction  from which the
director derived an improper personal benefit.


                                      II-1

<PAGE>



         Article VI of the  Registrant's  By-Laws sets forth the extent to which
the  Registrant's  directors and officers may be  indemnified  by the Registrant
against   liabilities   which   they  may   incur  in  such   capacities.   Such
indemnification  is authorized by Sections  14-2-851 and 14-2-857 of the Georgia
Business Corporation Code. These provisions generally provide that an officer or
director  of  the  Registrant  may be  indemnified  by  the  Registrant  against
liability and expenses arising in connection with any action, suit or proceeding
related to his service in such  capacity  if he acted in a manner he  reasonably
believed  to be in good  faith in or not  opposed  to the best  interest  of the
Registrant, and, with respect to any criminal action or proceeding, if he had no
reasonable  cause to believe  his  conduct was  unlawful.  Such person  shall be
entitled to such indemnification if he is successful on the merits. In the event
of a settlement  of any such action,  suit or  proceeding,  such person shall be
entitled to indemnification  only upon a determination  that  indemnification is
proper  under  the  circumstances  because  the  person  has met the  applicable
standard of conduct.  Such  determination  shall be made by a majority vote of a
quorum  consisting  of  disinterested  directors  or,  if  such  quorum  is  not
obtainable  by majority  vote of a  committee  duly  designated  by the board of
directors (in which designation  directors who are parties to the proceeding may
participate)  consisting solely of two or more directors not at the time parties
to the proceeding,  by the Registrant's  independent  legal counsel in a written
opinion, or by the affirmative vote of a majority of the shares entitled to vote
thereon.


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
<TABLE>
<CAPTION>

 Exhibit No.                Description
<S>                            <C>   
 4.1*                       1997 Performance Equity Plan of the Registrant

 5.1*                       Opinion of Graubard Mollen & Miller

 23.1*                      Consent of Price Waterhouse LLP, independent accountants for Registrant

 23.2*                      Consent of Graubard Mollen & Miller (included in Exhibit 5.1)

</TABLE>

----------------------------
*        Filed herewith.

                                      II-2

<PAGE>



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;

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

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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(a) 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 (and where  applicable,  each filing of an employee  benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing procedures,  or otherwise,  the Regi strant
has been advised that in the opinion of the 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.

                                      II-3

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Atlanta, Georgia on this 16th day of September, 1997.

                                     AUTOMOBILE PROTECTION CORPORATION - APCO



                                     By:      /s/ Larry I. Dorfman
                                        ----------------------------------
                                            Larry I. Dorfman, President


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Martin J. Blank and Larry I. Dorfman his true and
lawful  attorneys-in-fact  and  agents,  each acting  alone,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits  thereto,  and  all  documents  in  connection   therewith,   with  the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
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,  and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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


Signatures                                 Title                                                        Date
<S>                                         <C>                                                          <C>
         /s/ Larry I. Dorfman              President, Chief Executive Officer and                   September 16, 1997
------------------------------------------ Director
         Larry I. Dorfman                  


         /s/ Martin J. Blank               Chairman of the Board, Chief Operating                   September 16, 1997
------------------------------------------ Officer, Secretary and Director
         Martin J. Blank                   


         /s/ Anthony R. Levinson           Chief Financial Officer and Treasurer                    September 16, 1997
------------------------------------------ (Principal Financial and Accounting Officer)
         Anthony R. Levinson               


         /s/ Howard C. Miller              Director                                                 September 16, 1997
------------------------------------------
         Howard C. Miller


         /s/ Mechlin D. Moore              Director                                                 September 16, 1997
------------------------------------------
         Mechlin D. Moore

</TABLE>

                                      II-4

<PAGE>



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


 Exhibit No.                Description
<S>                             <C>   
 4.1*                       1997 Performance Equity Plan of the Registrant

 5.1*                       Opinion of Graubard Mollen & Miller

 23.1*                      Consent of Price Waterhouse LLP, independent accountants for Registrant

 23.2*                      Consent of Graubard Mollen & Miller (included in Exhibit 5.1)

</TABLE>

------------------------------
*        Filed herewith.

                                      II-5

<PAGE>
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{"company-data": {"conformed-name": "AUTOMOBILE PROTECTION CORP APCO", "cik": "0000833441", "assigned-sic": "8741", "irs-number": "581582432", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35763", "film-number": "97681413"}, "business-address": {"street1": "15 DUNWOODY PK DR STE 100", "city": "ATLANTA", "state": "GA", "zip": "30338", "phone": "4043947070"}}
As filed with the Securities and Exchange Commission on September 16, 1997
                                               Registration No. 333-___________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                    Automobile Protection Corporation - APCO
             (Exact name of registrant as specified in its charter)

        Georgia                                            58-1582432
  State or Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization                        Identification Number)

                        15 Dunwoody Park Drive, Suite 100
                             Atlanta, Georgia 30338
                    (Address of principal executive offices)

                          1997 PERFORMANCE EQUITY PLAN

                            (Full title of the Plans)

                           Martin J. Blank, Secretary
                    Automobile Protection Corporation - APCO
                       15 Dunwoody Park Drive - Suite 100
                             Atlanta, Georgia 30338
                                 (770) 394-7070
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                             ANDREW D. HUDDERS, ESQ.
                            Graubard Mollen & Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                                 (212) 818-8800

                         CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum
                                                    Amount to be       offering price            aggregate           Amount of
Title of Securities to be registered                 registered          per share            offering price      registration fee
================================================ ==================  ==================== ====================  ===================
Common Stock issuable upon exercise of awards      500,000 shares         $4.46875              $2,234,375            $677.08
which may be granted under the 1997 Plan(1)
------------------------------------------------ ------------------  -------------------- --------------------  -------------------
         TOTAL                                                                                                        $677.08
================================================ ==================  ==================== ====================  ===================
(1)      Based on the last sale price of the Common Stock as reported by The Nasdaq Stock Market on September 15, 1997
         in accordance with Rules 457(c) and 457(h) promulgated under the Securities Act.
                              ---------------------
In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act, the  Registration  Statement will become  effective upon filing
with the Securities and Exchange Commission.

         The  Registration  Statement,  including all exhibits and  attachments,
contains  21  pages.  The  exhibit  index  may be  found  on  page  II-5  of the
Registration Statement.
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, and the Note to Part I of the
         Instructions to Form S-8.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year  ended  December  31,  1996  filed  with  the  Commission
                  pursuant to Section  13(a) of the  Securities  Exchange Act of
                  1934 ("Exchange Act");

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 31, 1997 and June 30, 1997 filed with the
                  Commission pursuant to Section 13(a) of the Exchange Act;

         (c)      The Registrant's Proxy Statement dated May 9, 1997 relating to
                  the Annual Meeting of  Stockholders  filed with the Commission
                  pursuant to Section 14 of the Exchange Act; and

         (d)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant's  8-A   Registration   Statement  filed  with  the
                  Commission  pursuant  to Section  12(b) of the  Exchange  Act,
                  including any subsequent  amendment(s)  or report(s) filed for
                  the purpose of updating such description.

         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  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article VII of the  Registrant's  Restated  Articles  of  Incorporation
provides that directors of the  Registrant  will not be liable to the Registrant
or the Registrant's stockholders for monetary damages for breach of duty of care
or other duty as a director,  other than liability for any  misappropriation  of
any business  opportunity of the  Registrant,  for acts or omissions not in good
faith which involve  intentional  misconduct or a knowing  violation of law, for
the types of liabilities set forth in Section 14-2-202(4) (formerly 14-2-134) of
the Georgia  Business  Corporation  Code,  and for a transaction  from which the
director derived an improper personal benefit.

                                      II-1
Article VI of the  Registrant's  By-Laws sets forth the extent to which
the  Registrant's  directors and officers may be  indemnified  by the Registrant
against   liabilities   which   they  may   incur  in  such   capacities.   Such
indemnification  is authorized by Sections  14-2-851 and 14-2-857 of the Georgia
Business Corporation Code. These provisions generally provide that an officer or
director  of  the  Registrant  may be  indemnified  by  the  Registrant  against
liability and expenses arising in connection with any action, suit or proceeding
related to his service in such  capacity  if he acted in a manner he  reasonably
believed  to be in good  faith in or not  opposed  to the best  interest  of the
Registrant, and, with respect to any criminal action or proceeding, if he had no
reasonable  cause to believe  his  conduct was  unlawful.  Such person  shall be
entitled to such indemnification if he is successful on the merits. In the event
of a settlement  of any such action,  suit or  proceeding,  such person shall be
entitled to indemnification  only upon a determination  that  indemnification is
proper  under  the  circumstances  because  the  person  has met the  applicable
standard of conduct.  Such  determination  shall be made by a majority vote of a
quorum  consisting  of  disinterested  directors  or,  if  such  quorum  is  not
obtainable  by majority  vote of a  committee  duly  designated  by the board of
directors (in which designation  directors who are parties to the proceeding may
participate)  consisting solely of two or more directors not at the time parties
to the proceeding,  by the Registrant's  independent  legal counsel in a written
opinion, or by the affirmative vote of a majority of the shares entitled to vote
thereon.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit No.                Description
4.1*                       1997 Performance Equity Plan of the Registrant

 5.1*                       Opinion of Graubard Mollen & Miller

 23.1*                      Consent of Price Waterhouse LLP, independent accountants for Registrant

 23.2*                      Consent of Graubard Mollen & Miller (included in Exhibit 5.1)
----------------------------
*        Filed herewith.

                                      II-2
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;

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

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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(a) 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 (and where  applicable,  each filing of an employee  benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing procedures,  or otherwise,  the Regi strant
has been advised that in the opinion of the 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.

                                      II-3
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Atlanta, Georgia on this 16th day of September, 1997.

                                     AUTOMOBILE PROTECTION CORPORATION - APCO

                                     By:      /s/ Larry I. Dorfman
                                        ----------------------------------
                                            Larry I. Dorfman, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Martin J. Blank and Larry I. Dorfman his true and
lawful  attorneys-in-fact  and  agents,  each acting  alone,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits  thereto,  and  all  documents  in  connection   therewith,   with  the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
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,  and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signatures                                 Title                                                        Date
/s/ Larry I. Dorfman              President, Chief Executive Officer and                   September 16, 1997
------------------------------------------ Director
         Larry I. Dorfman                  

         /s/ Martin J. Blank               Chairman of the Board, Chief Operating                   September 16, 1997
------------------------------------------ Officer, Secretary and Director
         Martin J. Blank                   

         /s/ Anthony R. Levinson           Chief Financial Officer and Treasurer                    September 16, 1997
------------------------------------------ (Principal Financial and Accounting Officer)
         Anthony R. Levinson               

         /s/ Howard C. Miller              Director                                                 September 16, 1997
------------------------------------------
         Howard C. Miller

         /s/ Mechlin D. Moore              Director                                                 September 16, 1997
------------------------------------------
         Mechlin D. Moore
II-4
EXHIBIT INDEX
Exhibit No.                Description
4.1*                       1997 Performance Equity Plan of the Registrant

 5.1*                       Opinion of Graubard Mollen & Miller

 23.1*                      Consent of Price Waterhouse LLP, independent accountants for Registrant

 23.2*                      Consent of Graubard Mollen & Miller (included in Exhibit 5.1)
------------------------------
*        Filed herewith.

                                      II-5