As filed with the Securities and Exchange Commission on June 30, 1997

                                                            Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ______________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ______________________________

                             THE PARTS SOURCE, INC.
               (Exact name of issuer as specified in its charter)

         FLORIDA                                                  59-3149403
  ----------------------                                       ---------------
 (State of Incorporation)                                     (I.R.S. Employer)

                             1751 S. Missouri Avenue
                            Clearwater, Florida 34616
                    (Address of Principal Executive Offices)

               1996 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
               --------------------------------------------------
                            (Full title of the plan)

                                  Thomas D. Cox
                             The Parts Source, Inc.
                             1751 S. Missouri Avenue
                            Clearwater, Florida 34616
                            Telephone: (813)588-0377
           (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent for Service)
                         ______________________________
 
                                    Copy to:
                            WILLIAM J. SCHIFINO, ESQ.
                           Schifino & Fleischer, P.A.
                                   Suite 2700
                              One Tampa City Center
                              Tampa, Florida 33602
                         ______________________________ 

        Approximate Date of Commencement of Proposed Sale to the Public:
 As soon as practicable after the effective date of the Registration Statement.
                         ______________________________ 

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
___________________________________________________________________________________________
                                 Proposed        Proposed
                                  Amount         Maximum        Maximum        Amount of
Title of Securities               to be        Offering Price   Aggregate     Registration
 to be Registered               Registered(1)   Per Share(2)  Offering Price     Fee
___________________________________________________________________________________________
<S>                              <C>             <C>          <C>               <C>    
Common Stock, $.001 par value    300,000         $9.75        $2,925,000.00     $887.00

___________________________________________________________________________________________

(1)   Pursuant to Rule 416,  this  Registration  Statement  also covers such  indeterminate
      number of  additional  shares as may  hereinafter  be  offered  or issued to  prevent
      dilution  resulting  from stock  splits,  stock  dividends  or  similar  transactions
      effected without receipt of consideration as provided by the Plan.

(2)   Based on the  average of the high and low  prices  reported  on the  Nasdaq  National
      Market on June 25, 1997.
</TABLE>

<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        By this reference,  the following  documents filed or to be filed by The
Parts Source,  Inc. (the "Company") with the Securities and Exchange  Commission
(the  "Commission")  are incorporated  into and made a part of this Registration
Statement:

        (a)     The  Company's  Annual  Report on Form 10-KSB for the year ended
                December 31, 1996 filed pursuant to Section 13 of the Securities
                Exchange Act of 1934, as amended.

        b(1)    Quarterly  Report on Form 10-QSB for the quarter ended March 31,
                1997,  filed pursuant to Section 13 of the  Securities  Exchange
                Act of 1934.

        b(2)    Proxy  Statement  dated April 15, 1997 filed in connection  with
                the Company's Annual Meeting of Shareholders held May 15, 1997.

        b(3)    All  documents   filed  by  the  Company  with  the   Commission
                subsequent  to the  date of this  Registration  Statement  under
                Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange
                Act  of  1934,  as  amended,  and  prior  to  the  filing  of  a
                post-effective  amendment  which  indicates  that all securities
                offered have been sold or which  deregisters all securities then
                remaining  unsold,  shall be deemed to be incorporated  into and
                made a part of this  Registration  Statement  from  the  date of
                filing of such documents with the Commission.

        (c)     The  Company's  Certificate  of  Incorporation   authorizes  the
                issuance of up to 10,000,000  shares of Common Stock,  $.001 par
                value. The holders of the shares of Common Stock are entitled to
                one vote for each share  held of record on all  matters on which
                stockholders are entitled or permitted to vote. Such holders may
                not cumulate votes in the election of directors.  The holders of
                Common  Stock are  entitled  to receive  such  dividends  as may
                lawfully  be  declared  by the Board of  Directors  out of funds
                legally  available  therefor  and to share pro rata in any other
                distribution  to the  holders of Common  Stock.  The  holders of
                Common Stock are entitled to share  ratably in the assets of the
                Company  remaining after the payment of liabilities in the event
                of any liquidation,  dissolution or winding up of the affairs of
                the Company. There are no preemptive rights,  conversion rights,
                redemption or sinking fund  provisions or fixed dividend  rights
                with respect to Common Stock.  All outstanding  shares of Common
                Stock  are  fully  paid and  non-assessable,  and the  shares of
                Common  Stock  to be  issued  in  this  offering,  upon  payment
                therefor, will be fully paid and non-assessable.

ITEM 4. DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The  validity of the Common  Stock  issuable  by the  Company  under the
Company's 1996 Incentive and Non-Statutory Stock Option Plan will be passed upon
for the Company by Schifino & Fleischer, P.A., Tampa, Florida.



<PAGE>




ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company has  authority  under  applicable  provisions of the Florida
Business  Corporation  Act to indemnify its directors and officers to the extent
provided under such Act. The Company's Bylaws provide additional indemnification
provisions for the benefit of the Company's directors and officers.  See Item 8,
Exhibit 3(b).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The exhibit  numbers on the following list  correspond to the numbers in
the exhibit table required pursuant to Item 601 of Regulation SB:

Exhibit
Number            Description
------            -----------


3(a)    Certificate of  Incorporation  incorporated by reference to Exhibit 3(a)
        of the Company's  Registration  Statement (File No.  33-1568-A)  ordered
        effective April 8, 1996.

3(b)    By-Laws  incorporated  by  reference  to Exhibit  3(b) of the  Company's
        Registration  Statement (File No. 33-1568-A)  ordered effective April 8,
        1996.

4(a)    1996  Incentive  and  Non-Statutory  Stock Option Plan  incorporated  by
        reference to Exhibit 4 of the Company's Registration Statement (File No.
        33-1568-A) ordered effective April 8, 1996.

4(b)    Amendment to 1996 Incentive and Non-Statutory  Option Plan dated May 15,
        1997.

5.      Opinion of Schifino & Fleischer, P.A.

23(a)   Consent of Schifino & Fleischer, P.A. See Exhibit 5.

23(b)   Consent of Grant Thornton LLP.

ITEM 9. UNDERTAKINGS.

        The undersigned Company hereby undertakes:

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















                                      2


<PAGE>



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

        (ii)    To reflect in the  prospectus  any facts or event  arising after
      the  effective  date of the  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 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  (1)(i)  and  (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 Company  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

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

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

      The  undersigned   Company  hereby   undertakes   that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of  1934  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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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 Act and will be governed by the final adjudication of
such issue.












                                        3


<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 St. Petersburg and State of Florida, on the 24 day of
June, 1997.


                                          THE PARTS SOURCE, INC.


                                          By:  /s/ Thomas D. Cox
                                             -----------------------------------
                                              Thomas D. Cox
                                              Chief Executive Officer


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


        Signature                        Title                   Date
        ---------                        -----                   ----

 /s/ Thomas D. Cox
---------------------------
Thomas D. Cox                   Chief Executive Officer       June 24, 1997
                                     and Director


 /s/ Robert B. Morgan
---------------------------
Robert B. Morgan               Chief Financial Officer        June 24, 1997


 /s/ Robert A. Cox, Jr.
---------------------------
Robert A. Cox, Jr.                     Director               June 24, 1997


 /s/ James M. Chadwick
---------------------------
James M. Chadwick                      Director               June 24, 1997


 /s/ M. Steven Sembler
---------------------------
M. Steven Sembler                      Director               June 24, 1997











                                      4
[{"type": "S-8", "sequence": "1", "description": "THE PARTS SOURCE, INC.", "secsgml_size_bytes": 14347}]
{"company-data": {"conformed-name": "PARTS SOURCE INC", "cik": "0001009241", "assigned-sic": "5013", "irs-number": "593149403", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30319", "film-number": "97632527"}, "business-address": {"street1": "1751 S MISSOURI AVE", "city": "CLEARWATER", "state": "FL", "zip": "34616", "phone": "8135880377"}, "mail-address": {"street1": "1751 S MISSOURI AVE", "city": "CLEARWATER", "state": "FL", "zip": "34616"}}
As filed with the Securities and Exchange Commission on June 30, 1997

                                                            Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ______________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ______________________________

                             THE PARTS SOURCE, INC.
               (Exact name of issuer as specified in its charter)

         FLORIDA                                                  59-3149403
  ----------------------                                       ---------------
 (State of Incorporation)                                     (I.R.S. Employer)

                             1751 S. Missouri Avenue
                            Clearwater, Florida 34616
                    (Address of Principal Executive Offices)

               1996 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
               --------------------------------------------------
                            (Full title of the plan)

                                  Thomas D. Cox
                             The Parts Source, Inc.
                             1751 S. Missouri Avenue
                            Clearwater, Florida 34616
                            Telephone: (813)588-0377
           (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent for Service)
                         ______________________________
 
                                    Copy to:
                            WILLIAM J. SCHIFINO, ESQ.
                           Schifino & Fleischer, P.A.
                                   Suite 2700
                              One Tampa City Center
                              Tampa, Florida 33602
                         ______________________________ 

        Approximate Date of Commencement of Proposed Sale to the Public:
 As soon as practicable after the effective date of the Registration Statement.
                         ______________________________ 

                         CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________
                                 Proposed        Proposed
                                  Amount         Maximum        Maximum        Amount of
Title of Securities               to be        Offering Price   Aggregate     Registration
 to be Registered               Registered(1)   Per Share(2)  Offering Price     Fee
___________________________________________________________________________________________
Common Stock, $.001 par value    300,000         $9.75        $2,925,000.00     $887.00

___________________________________________________________________________________________

(1)   Pursuant to Rule 416,  this  Registration  Statement  also covers such  indeterminate
      number of  additional  shares as may  hereinafter  be  offered  or issued to  prevent
      dilution  resulting  from stock  splits,  stock  dividends  or  similar  transactions
      effected without receipt of consideration as provided by the Plan.

(2)   Based on the  average of the high and low  prices  reported  on the  Nasdaq  National
      Market on June 25, 1997.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        By this reference,  the following  documents filed or to be filed by The
Parts Source,  Inc. (the "Company") with the Securities and Exchange  Commission
(the  "Commission")  are incorporated  into and made a part of this Registration
Statement:

        (a)     The  Company's  Annual  Report on Form 10-KSB for the year ended
                December 31, 1996 filed pursuant to Section 13 of the Securities
                Exchange Act of 1934, as amended.

        b(1)    Quarterly  Report on Form 10-QSB for the quarter ended March 31,
                1997,  filed pursuant to Section 13 of the  Securities  Exchange
                Act of 1934.

        b(2)    Proxy  Statement  dated April 15, 1997 filed in connection  with
                the Company's Annual Meeting of Shareholders held May 15, 1997.

        b(3)    All  documents   filed  by  the  Company  with  the   Commission
                subsequent  to the  date of this  Registration  Statement  under
                Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange
                Act  of  1934,  as  amended,  and  prior  to  the  filing  of  a
                post-effective  amendment  which  indicates  that all securities
                offered have been sold or which  deregisters all securities then
                remaining  unsold,  shall be deemed to be incorporated  into and
                made a part of this  Registration  Statement  from  the  date of
                filing of such documents with the Commission.

        (c)     The  Company's  Certificate  of  Incorporation   authorizes  the
                issuance of up to 10,000,000  shares of Common Stock,  $.001 par
                value. The holders of the shares of Common Stock are entitled to
                one vote for each share  held of record on all  matters on which
                stockholders are entitled or permitted to vote. Such holders may
                not cumulate votes in the election of directors.  The holders of
                Common  Stock are  entitled  to receive  such  dividends  as may
                lawfully  be  declared  by the Board of  Directors  out of funds
                legally  available  therefor  and to share pro rata in any other
                distribution  to the  holders of Common  Stock.  The  holders of
                Common Stock are entitled to share  ratably in the assets of the
                Company  remaining after the payment of liabilities in the event
                of any liquidation,  dissolution or winding up of the affairs of
                the Company. There are no preemptive rights,  conversion rights,
                redemption or sinking fund  provisions or fixed dividend  rights
                with respect to Common Stock.  All outstanding  shares of Common
                Stock  are  fully  paid and  non-assessable,  and the  shares of
                Common  Stock  to be  issued  in  this  offering,  upon  payment
                therefor, will be fully paid and non-assessable.

ITEM 4. DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The  validity of the Common  Stock  issuable  by the  Company  under the
Company's 1996 Incentive and Non-Statutory Stock Option Plan will be passed upon
for the Company by Schifino & Fleischer, P.A., Tampa, Florida.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company has  authority  under  applicable  provisions of the Florida
Business  Corporation  Act to indemnify its directors and officers to the extent
provided under such Act. The Company's Bylaws provide additional indemnification
provisions for the benefit of the Company's directors and officers.  See Item 8,
Exhibit 3(b).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The exhibit  numbers on the following list  correspond to the numbers in
the exhibit table required pursuant to Item 601 of Regulation SB:

Exhibit
Number            Description
------            -----------

3(a)    Certificate of  Incorporation  incorporated by reference to Exhibit 3(a)
        of the Company's  Registration  Statement (File No.  33-1568-A)  ordered
        effective April 8, 1996.

3(b)    By-Laws  incorporated  by  reference  to Exhibit  3(b) of the  Company's
        Registration  Statement (File No. 33-1568-A)  ordered effective April 8,
        1996.

4(a)    1996  Incentive  and  Non-Statutory  Stock Option Plan  incorporated  by
        reference to Exhibit 4 of the Company's Registration Statement (File No.
        33-1568-A) ordered effective April 8, 1996.

4(b)    Amendment to 1996 Incentive and Non-Statutory  Option Plan dated May 15,
        1997.

5.      Opinion of Schifino & Fleischer, P.A.

23(a)   Consent of Schifino & Fleischer, P.A. See Exhibit 5.

23(b)   Consent of Grant Thornton LLP.

ITEM 9. UNDERTAKINGS.

        The undersigned Company hereby undertakes:

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

                                      2
(i)     To include any  prospectus  required by Section  10(a)(3) of the
      Securities Act of 1933;

        (ii)    To reflect in the  prospectus  any facts or event  arising after
      the  effective  date of the  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 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  (1)(i)  and  (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 Company  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

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

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

      The  undersigned   Company  hereby   undertakes   that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of  1934  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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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 Act and will be governed by the final adjudication of
such issue.

                                        3
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 St. Petersburg and State of Florida, on the 24 day of
June, 1997.

                                          THE PARTS SOURCE, INC.

                                          By:  /s/ Thomas D. Cox
                                             -----------------------------------
                                              Thomas D. Cox
                                              Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                        Title                   Date
        ---------                        -----                   ----

 /s/ Thomas D. Cox
---------------------------
Thomas D. Cox                   Chief Executive Officer       June 24, 1997
                                     and Director

 /s/ Robert B. Morgan
---------------------------
Robert B. Morgan               Chief Financial Officer        June 24, 1997

 /s/ Robert A. Cox, Jr.
---------------------------
Robert A. Cox, Jr.                     Director               June 24, 1997

 /s/ James M. Chadwick
---------------------------
James M. Chadwick                      Director               June 24, 1997

 /s/ M. Steven Sembler
---------------------------
M. Steven Sembler                      Director               June 24, 1997

                                      4