As filed with the Securities and Exchange Commission on April 2, 2002

                                                       Registration No. 333-
================================================================================


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

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

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

              California                                    95-2481914
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                    Identification Number)

                                1991 Tarob Court
                           Milpitas, California 95035
                                 (408) 262-6611

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                                 1996 STOCK PLAN
                            (Full title of the Plans)
                           --------------------------

                                Gordon R. Arnold
                                    President
                           Sierra Monitor Corporation
                                1991 Tarob Court
                           Milpitas, California 95035
                                 (408) 262-6611
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                           --------------------------

                                   Copies to:
                              Aaron J. Alter, Esq.
                              Thomas J. Lorr, Esq.
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
                           --------------------------
<TABLE>
<CAPTION>
                                                      CALCULATION OF REGISTRATION FEE
---------------------------------------------------- --------------- -------------------- -------------------- ------------------
                                                         Amount       Proposed Maximum     Proposed Maximum
              Title of Each Class of                     to be         Offering Price          Aggregate           Amount of
            Securities to be Registered              Registered (1)     Per Share (2)     Offering Price (2)   Registration Fee
---------------------------------------------------- --------------- -------------------- -------------------- ------------------
<S>                                                    <C>                    <C>          <C>                         <C>
Common Stock - 1996 Stock Plan
   Shares subject to outstanding options                 302,458              $1.48          $447,638                  $41.18
   Shares subject to outstanding options                 125,000              $1.50          $187,500                  $17.25
   Shares subject to outstanding options                 100,000              $0.95           $95,000                   $8.74
   Shares available for future option grant              472,542              $0.65          $307,152                  $28.26
TOTALS                                                 1,000,000                           $1,037,290                  $95.43
                                                       =========                           ==========                  ======

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

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable  under the 1996 Stock Plan by reason of
     any  stock  dividend,  stock  split,   recapitalization  or  other  similar
     transaction  effected without the receipt of consideration which results in
     an  increase  in the number of the  outstanding  shares of Common  Stock of
     Sierra Monitor Corporation.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457 (c) and (h) under the Securities Act
     of 1933,  as amended  (the "Act")  based on the average of the high and low
     sales  prices  of  the  Registrant's   Common  Stock  as  reported  on  the
     over-the-counter  bulletin board of Nasdaq on March 25, 2002 (which was the
     last reported sale of the Registrant's Common Stock).

================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This  registration  statement  is filed  solely to register  an  additional
1,000,000 shares of the $0.001 par value common stock of the registrant reserved
for  issuance  under the  registrant's  1996 Stock  Plan.  The  contents  of the
registrant's registration statement on Form S-8 relating to the 1996 Stock Plan,
File No. 333-18241 are hereby incorporated by reference.


Item 8. Exhibits.

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement.


  Exhibit Number                       Exhibit Document
------------------  ------------------------------------------------------------

       5.1          Opinion of Wilson  Sonsini  Goodrich & Rosati,  Professional
                    Corporation,   as  to  the  legality  of  securities   being
                    registered (Counsel to the Registrant)

      10.2          1996 Stock Plan, as amended

      23.1          Independent Auditors' Consent

      23.2          Consent of Wilson  Sonsini  Goodrich & Rosati,  Professional
                    Corporation (contained in Exhibit 5.1 hereto)

      24.1          Power of Attorney (see page II-3)


                                      II-1
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Milpitas, State of California on April 1, 2002.

                                        SIERRA MONITOR CORPORATION


                                        By  /s/  Gordon R. Arnold
                                            ------------------------------------
                                            Gordon R. Arnold
                                            President


                                      II-2
<PAGE>

                                POWER OF ATTORNEY

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
<TABLE>
<CAPTION>
                      SIGNATURE                                            TITLE                                  DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                                                 <C>
                                                          President,   Chief  Financial  Officer,
/s/ Gordon R. Arnold                                      Secretary,      Director     (Principal
----------------------------------------------------      Executive,   Financial  and  Accounting
    Gordon R. Arnold                                      Officer)                                            April 1, 2002


/s/ Robert C. Marshall
-----------------------------------------------------
    Robert C. Marshall                                    Director                                            April 1, 2002


/s/ C. Richard Kramlich
----------------------------------------------------
    C. Richard Kramlich                                   Director                                            April 1, 2002


/s/ Jay T. Last
----------------------------------------------------
    Jay T. Last                                           Director                                            April 1, 2002
</TABLE>

                                                                   II-3
<PAGE>


1561034

                                INDEX TO EXHIBITS


  Exhibit Number                        Exhibit Document
------------------  ------------------------------------------------------------

         5.1        Opinion of Wilson  Sonsini  Goodrich & Rosati,  Professional
                    Corporation,   as  to  the  legality  of  securities   being
                    registered (Counsel to the Registrant)

        10.2        1996 Stock Plan, as amended

        23.1        Independent Auditors' Consent

        23.2        Consent of Wilson  Sonsini  Goodrich & Rosati,  Professional
                    Corporation (contained in Exhibit 5.1 hereto)

        24.1        Power of Attorney (see page II-3)
[{"type": "S-8", "sequence": "1", "filename": "p15215_s8.txt", "description": "SIERRA MONITOR", "secsgml_size_bytes": 10449}]
{"company-data": {"conformed-name": "SIERRA MONITOR CORP /CA/", "cik": "0000100625", "assigned-sic": "3829", "irs-number": "952481914", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85376", "film-number": "02600052"}, "business-address": {"street1": "1991 TAROB CT", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4082626611"}, "mail-address": {"street1": "1991 TAROB COURT", "city": "MILPITAS", "state": "CA", "zip": "95035"}, "former-company": [{"former-conformed-name": "UMF SYSTEMS INC", "date-changed": "19890928"}, {"former-conformed-name": "IMAGES ENTERPRISES INC", "date-changed": "19731011"}]}
As filed with the Securities and Exchange Commission on April 2, 2002

                                                       Registration No. 333-
================================================================================

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

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

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

              California                                    95-2481914
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                    Identification Number)

                                1991 Tarob Court
                           Milpitas, California 95035
                                 (408) 262-6611

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                                 1996 STOCK PLAN
                            (Full title of the Plans)
                           --------------------------

                                Gordon R. Arnold
                                    President
                           Sierra Monitor Corporation
                                1991 Tarob Court
                           Milpitas, California 95035
                                 (408) 262-6611
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                           --------------------------

                                   Copies to:
                              Aaron J. Alter, Esq.
                              Thomas J. Lorr, Esq.
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
                           --------------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------- --------------- -------------------- -------------------- ------------------
                                                         Amount       Proposed Maximum     Proposed Maximum
              Title of Each Class of                     to be         Offering Price          Aggregate           Amount of
            Securities to be Registered              Registered (1)     Per Share (2)     Offering Price (2)   Registration Fee
---------------------------------------------------- --------------- -------------------- -------------------- ------------------
Common Stock - 1996 Stock Plan
   Shares subject to outstanding options                 302,458              $1.48          $447,638                  $41.18
   Shares subject to outstanding options                 125,000              $1.50          $187,500                  $17.25
   Shares subject to outstanding options                 100,000              $0.95           $95,000                   $8.74
   Shares available for future option grant              472,542              $0.65          $307,152                  $28.26
TOTALS                                                 1,000,000                           $1,037,290                  $95.43
                                                       =========                           ==========                  ======

---------------------------------------------------- --------------- -------------------- -------------------- ------------------
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable  under the 1996 Stock Plan by reason of
     any  stock  dividend,  stock  split,   recapitalization  or  other  similar
     transaction  effected without the receipt of consideration which results in
     an  increase  in the number of the  outstanding  shares of Common  Stock of
     Sierra Monitor Corporation.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457 (c) and (h) under the Securities Act
     of 1933,  as amended  (the "Act")  based on the average of the high and low
     sales  prices  of  the  Registrant's   Common  Stock  as  reported  on  the
     over-the-counter  bulletin board of Nasdaq on March 25, 2002 (which was the
     last reported sale of the Registrant's Common Stock).

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This  registration  statement  is filed  solely to register  an  additional
1,000,000 shares of the $0.001 par value common stock of the registrant reserved
for  issuance  under the  registrant's  1996 Stock  Plan.  The  contents  of the
registrant's registration statement on Form S-8 relating to the 1996 Stock Plan,
File No. 333-18241 are hereby incorporated by reference.

Item 8. Exhibits.

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement.

  Exhibit Number                       Exhibit Document
------------------  ------------------------------------------------------------

       5.1          Opinion of Wilson  Sonsini  Goodrich & Rosati,  Professional
                    Corporation,   as  to  the  legality  of  securities   being
                    registered (Counsel to the Registrant)

      10.2          1996 Stock Plan, as amended

      23.1          Independent Auditors' Consent

      23.2          Consent of Wilson  Sonsini  Goodrich & Rosati,  Professional
                    Corporation (contained in Exhibit 5.1 hereto)

      24.1          Power of Attorney (see page II-3)

                                      II-1
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Milpitas, State of California on April 1, 2002.

                                        SIERRA MONITOR CORPORATION

                                        By  /s/  Gordon R. Arnold
                                            ------------------------------------
                                            Gordon R. Arnold
                                            President

                                      II-2
POWER OF ATTORNEY

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
SIGNATURE                                            TITLE                                  DATE
------------------------------------------------------------------------------------------------------------------------------------
President,   Chief  Financial  Officer,
/s/ Gordon R. Arnold                                      Secretary,      Director     (Principal
----------------------------------------------------      Executive,   Financial  and  Accounting
    Gordon R. Arnold                                      Officer)                                            April 1, 2002

/s/ Robert C. Marshall
-----------------------------------------------------
    Robert C. Marshall                                    Director                                            April 1, 2002

/s/ C. Richard Kramlich
----------------------------------------------------
    C. Richard Kramlich                                   Director                                            April 1, 2002

/s/ Jay T. Last
----------------------------------------------------
    Jay T. Last                                           Director                                            April 1, 2002
II-3
1561034

                                INDEX TO EXHIBITS

  Exhibit Number                        Exhibit Document
------------------  ------------------------------------------------------------

         5.1        Opinion of Wilson  Sonsini  Goodrich & Rosati,  Professional
                    Corporation,   as  to  the  legality  of  securities   being
                    registered (Counsel to the Registrant)

        10.2        1996 Stock Plan, as amended

        23.1        Independent Auditors' Consent

        23.2        Consent of Wilson  Sonsini  Goodrich & Rosati,  Professional
                    Corporation (contained in Exhibit 5.1 hereto)

        24.1        Power of Attorney (see page II-3)