SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               ----------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933


                                 EARL SCHEIB, INC.
                     (Exact name of Registrant as specified in charter)



          DELAWARE                                               95-1759002
          -----------------------------------------------------------------
          (State or other jurisdiction of                  (I.R.S. Employer
          incorporation or organization)                Identification No.)


          8737 WILSHIRE BOULEVARD, BEVERLY HILLS, CALIFORNIA          90211
          -----------------------------------------------------------------
          (Address of Registrant's Principal Executive Offices)  (Zip Code)

                       ---------------------------------------
                                 EARL SCHEIB, INC.
                            1995 STOCK OPTION AGREEMENT
                              (Full title of the plan)

                     JOHN K. MINNIHAN, CHIEF FINANCIAL OFFICER
              8737 WILSHIRE BOULEVARD, BEVERLY HILLS, CALIFORNIA 90211
                                   (310) 652-4880
             (Name, address and telephone number of agent for service)
                      ---------------------------------------
                                      Copy to:
                               DAVID I. SUNKIN, ESQ.
                        BUCHALTER, NEMER, FIELDS & YOUNGER,
                             A PROFESSIONAL CORPORATION
                       601 SOUTH FIGUEROA STREET, SUITE 2400
                           LOS ANGELES, CALIFORNIA  90017
                                   (213) 891-0700


                          CALCULATION OF REGISTRATION FEE
          <TABLE>
          ============================================================================================================
          <CAPTION>

                                                                      Proposed            Proposed
                                                                       Maximum            Maximum
           Title of Securities                    Amount              Offering           Aggregate           Amount of
           to be Registered                        to be                Price             Offering         Registration
                                                Registered          Per Unit (1)           Price                Fee      
           ------------------------------------------------------------------------------------------------------------
           <S>                                <C>                    <C>                <C>                 <C>
           Common Stock, $1.00 par value      200,000 shares          $6.125              $1,225,000          $423.00

           ============================================================================================================
           </TABLE>

                 (1)  Estimated solely for purposes of calculating the
          registration fee pursuant to Rule 457(c) based upon the average
          of the high and low prices reported in the Consolidated Reporting
          System on October 6, 1995.

                                          1
<PAGE>
          PART I--INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          ITEM 1.  PLAN INFORMATION.

               The Board of Directors (the "Board") of Earl Scheib, Inc.,
          (the "Corporation") has adopted, the Earl Scheib, Inc. 1995
          Stock Option Agreement between the Corporation and Christian K.
          Bement (the "Option Agreement") which provides for the continuous
          participation of Christian K. Bement as Executive Vice President
          and Chief Operating Officer ("Executive Vice President") of the
          Corporation.

               The following discussion summarizes the principal features
          of the Option Agreement.  This description of the Option
          Agreement is qualified in its entirety by reference to the full
          text of the Option Agreement, a copy of which may be requested
          from the Corporation.

               The Corporation's principal executive offices are located at
          8737 Wilshire Boulevard, Beverly Hills, California 90211, (310)
          652-4880.

          PURPOSE

               The purpose of the Option Agreement is to strengthen the
          Corporation by providing to the Executive Vice President added
          incentives for high levels of performance and to encourage stock
          ownership in the Corporation.  The Option Agreement seeks to
          accomplish these goals by providing a means whereby the Executive
          Vice President may be given an opportunity to purchase, by way of
          option, Common Stock of the Corporation.  The Option Agreement is
          also intended to enable the Corporation and its subsidiaries to
          compete effectively for and retain the services of the Executive
          Vice President and to provide incentives for such person to exert
          maximum efforts for the success of the Corporation and its
          subsidiaries.

               The Corporation intends that the options issued under the
          Option Agreement shall be options which do not qualify as
          incentive stock options, as that term is used in Section 422 of
          the Internal Revenue Code of 1986, as amended (the "Code")
          ("Non-Qualified Stock Options").  The Option Agreement is not
          subject to any provisions of the Employee Retirement Income
          Security Act of 1974 ("ERISA").

          ADMINISTRATION

               The Board has delegated administration of the Option
          Agreement to its Compensation Committee ("Committee").  The
          Committee shall have full power and authority in its discretion
          to take any and all action required or permitted to be taken
          under the Option Agreement, including the determination of the
          number of shares which may be covered by stock options, the
          purchase price, and other terms and conditions thereof.  Further
          information may be obtained from John K. Minnihan at 8737
          Wilshire Boulevard, Beverly Hills, California 90211 or by calling
          (310) 652-4880.

          SHARES RESERVED

               There are 200,000 shares of Common Stock, par value $1.00,
          reserved for issuance upon exercise of options granted under the
          Option Agreement.  Shares of Common Stock will be made available
          from the authorized but unissued shares of the Corporation or
          from shares reacquired by the Corporation, including shares
          purchased in the open market.

          ELIGIBILITY

               Only the Executive Vice President is eligible to participate
          under the Option Agreement.  On January 10, 1995, the Board
          authorized the issuance of an aggregate of Non-Qualified Stock
          Options to purchase 200,000 shares at the "exercise" prices
          stated below.


                                          2
<PAGE>
          OPTION PRICE

               The exercise price of each Non-Qualified Stock Option shall
          be as follows:

                    $5.50 with regard to the Option to Purchase the first
                    100,000 shares or any portion thereof.
                    $9.00 with regard to the Option to Purchase the second
                    100,000 shares or any portion thereof.

               An option shall be exercised by written notice to the
          Corporation upon terms and conditions as the Option Agreement
          provides and in accordance with such other procedures for the
          exercise of options as the Board of Directors or Committee may
          establish from time to time.  The purchase price of Common Stock
          acquired pursuant to an option shall be paid by such method or
          methods as the Committee may determine and may consist of cash or
          check payable to the order of the Corporation, in whole shares of
          Common Stock of the Corporation owned by the optionee having a
          fair market value on the exercise date (determined by the
          Committee in accordance with any reasonable valuation method)
          equal to the option price for the shares being purchased. 
          Payments of Common Stock shall be made by delivery of Common
          Stock certificates properly endorsed for transfer in negotiable
          form.  If other than the Executive Vice President, the person or
          persons exercising the option shall be required to furnish the
          Corporation appropriate documentation that such person or persons
          have the full legal right and power to exercise the option on
          behalf of and for the optionee.

          ADJUSTMENTS UPON CHANGES IN COMMON STOCK; REORGANIZATION, MERGER,
          CONSOLIDATION

               If the outstanding shares of the Common Stock of the
          Corporation are increased, decreased, or changed into, or
          exchanged for a different number or kind of shares or securities
          of the Corporation, without receipt of consideration by the
          Corporation, through reorganization, merger, recapitalization,
          reclassification, stock split, stock dividend, stock
          consolidation, or otherwise, an appropriate and proportionate
          adjustment shall be made in the number and kind of shares as to
          which options may be granted.  A corresponding adjustment
          changing the number or kind of shares and the exercise price per
          share allocated to unexercised options, or portions thereof,
          which shall have been granted prior to any such change shall
          likewise be made.  Adjustments shall be made by the Committee
          whose determination as to what adjustments shall be made, and the
          extent thereof, shall be final and conclusive.  No fractional
          shares of stock shall be issued under the Option Agreement on
          account of any such adjustment.  Upon the dissolution or
          liquidation of the Corporation, or upon any reorganization,
          merger or consolidation of the Corporation where the Corporation
          is the surviving corporation and the stockholders immediately
          prior to such transaction do not own at least 51% of the
          Corporation's Common Stock immediately after such transaction, or
          upon any reorganization, merger or consolidation of the
          Corporation where the Corporation is not the surviving
          corporation, or upon a sale of substantially all of the assets or
          51% of the outstanding Common Stock, the Option Agreement may, at
          the option of the Executive Vice President, terminate and any
          options granted prior thereto shall become immediately
          exercisable in full and shall remain exercisable until the
          effective date of such transaction.

          VESTING

               The vesting periods shall be as follows:

                         50% at 7:00 p.m. (PST) on 1/10/96
                         12-1/2% at 7:00 p.m. (PST) on 4/10/96
                         12-1/2% at 7:00 p.m. (PDT) on 7/10/96
                         12-1/2% at 7:00 p.m. (PDT) on 10/10/96
                         12-1/2% at 7:00 p.m. (PST) on 1/10/97


                                          3
<PAGE>
          ALTERNATE VESTING

               In the event that Executive Vice President is terminated for
          reasons other than "substantial cause" (as defined below), or if
          Executive Vice President shall die or become disabled as defined
          in Section 22(e)(3) of the Code, then the options shall vest in
          accordance with the following Alternate Vesting provisions:

                         12-1/2% at 7:00 p.m. (PST) on 4/10/95
                         12-1/2% at 7:00 p.m. (PDT) on 7/10/95
                         12-1/2% at 7:00 p.m. (PDT) on 10/10/95
                         12-1/2% at 7:00 p.m. (PST) on 1/10/96
                         12-1/2% at 7:00 p.m. (PST) on 4/10/96
                         12-1/2% at 7:00 p.m. (PDT) on 7/10/96
                         12-1/2% at 7:00 p.m. (PDT) on 10/10/96
                         12-1/2% at 7:00 p.m. (PST) on 1/10/97

          EXPIRATION, TERMINATION AND TRANSFER OF OPTIONS

               Subject to earlier termination as provided in the Option
          Agreement, each Non-Qualified Stock Option granted and all rights
          or obligations thereunder by its terms shall expire 5 years from
          the date of grant.  For purposes of the Option Agreement, the
          date of grant of an option shall be the date on which the
          Committee takes final action approving the award of the option,
          notwithstanding the date the optionee accepts the option, the
          date of execution of the Option Agreement, or any other date with
          respect to such option.   Except in the event of termination of
          employment due to death, disability or termination for
          "substantial cause" (as defined below), options will terminate
          according to the terms of the Option Agreement but only as to
          such number of shares as to which the option was exercisable on
          the date of termination.  If termination occurs by reason of
          disability (as defined in the Option Agreement) such termination
          period shall be one year.  If employment is terminated for
          "substantial cause," the optionee's right to exercise will
          terminate at the time notice of termination is given by the
          Corporation to the Employee.  Termination for "substantial cause"
          shall include (i) the commission of a criminal act against, or in
          derogation of the interests of the Corporation or any of its
          subsidiaries; (ii) knowingly divulging confidential information
          about the Corporation or any of its subsidiaries to a competitor
          or to the public; (iii) interference with the relationship
          between the Corporation or any of its Subsidiaries and any major
          customer of the Corporation; or (iv) the performance of any
          action that the Committee, in its reasonable discretion, may deem
          to be sufficiently injurious to the interests of the Corporation
          or any of its subsidiaries to constitute "substantial cause."  If
          the Executive Vice President dies while in the employ of the
          Corporation or within three months after cessation of such
          employment (except for "substantial cause"), his or her estate or
          personal representation shall have the right to exercise such
          option before the date such option would otherwise terminate, but
          only as to the number of shares as to which such option was
          exercisable on the date of death.  An option by its terms may
          only be transferred by will or by laws of descent or pursuant to
          a qualified domestic relations order, and, except as otherwise
          required pursuant to a qualified domestic relations order,
          options shall be exercisable during the lifetime of the person to
          whom the option is granted only by such person (or in the case of
          disability by his or her court appointed legal representative).

               In addition, subsequent to the grant of any option, the
          Committee, at any time before complete termination of such
          option, may accelerate the time or times at which such option may
          be exercised in whole or in part (without reducing the term of
          such option), notwithstanding the provision in the option stating
          the time during which the option may be exercised.

          TERMINATION AND AMENDMENT OF THE OPTION AGREEMENT

               The Option Agreement will terminate on 1/10/2000.  The
          Option Agreement may also terminate upon liquidation,
          reorganization, merger or consolidation of the Corporation as
          discussed above.  No options may be granted under the Option
          Agreement after it is terminated.  No termination, suspension,
          modification or

                                          4
<PAGE>
          amendment of the Option Agreement may, without the consent of the
          person to whom an option shall theretofore have been granted,
          adversely affect the rights of such person with respect to such
          option.  No modification, extension, renewal or other change in
          any option granted under the Option Agreement shall be made after
          the grant of such option, unless the same is consistent with the
          provisions of the Option Agreement.  With the consent of the
          holder of an option and subject to the terms and conditions of
          the Option Agreement, the Committee may amend outstanding stock
          option agreements with the Executive Vice President, including,
          without limitation, any amendment which would (i) accelerate the
          time or times at which the option may be exercised and/or (ii)
          extend the scheduled expiration date of the option.

          FEDERAL INCOME TAX CONSEQUENCES

               The following discussion is only a summary of the principal
          federal income tax consequences of the options and rights to be
          granted under the Option Agreement, and is based on existing
          federal law (including administration, regulations and rulings)
          which is subject to change, in some cases retroactively.  This
          discussion is also qualified by the particular circumstances of
          individual optionees, which may substantially alter or modify the
          federal income tax consequences herein discussed.

               Generally, under present law, when an option does not
          qualify as an Incentive Stock Option under Section 422 of the
          Code (Non-Qualified Stock Options), no income generally is
          recognized by the optionee at the time of the grant of the
          option.  Under present law the optionee generally will recognize
          ordinary income at the time the Non-Qualified Stock Option is
          exercised equal to the aggregate fair market value of the shares
          acquired less the option price.  Ordinary income from a
          Non-Qualified Stock Option will constitute compensation for which
          withholding may be required under federal and state law.

               Subject to special rules applicable when an optionee uses
          Common Stock of the Corporation to exercise an option, shares
          acquired upon exercise of a Non-Qualified Stock Option will have
          a tax basis equal to their fair market value on the exercise date
          or other relevant date on which ordinary income is recognized and
          the holding period for the shares generally will begin on the
          date of exercise or such other relevant date.  Upon subsequent
          disposition of the shares, the optionee generally will recognize
          a capital gain or loss.  Provided the shares are held by the
          optionee for more than one year prior to disposition, such gain
          or loss will be treated as long-term capital gain or loss.

               The Corporation will generally be entitled to a deduction
          equal to the ordinary income (i.e., compensation) portion of the
          gain recognized by the optionee in the case of a "disqualifying
          disposition" of an Incentive Stock Option or in connection with
          the exercise of a Non-Qualified Stock Option provided the
          Corporation complies with any withholding requirements of federal
          and state law.

          RESTRICTION ON RESALE

               Certain directors and officers of the Corporation, including
          the Executive Vice President, may be deemed to be "affiliates" as
          that term is defined under the Securities Act of 1933, as amended
          (the "Securities Act of 1933").  Common Stock acquired under the
          Option Agreement by an affiliate may only be reoffered or resold
          under an effective registration statement, under Rule 144 or
          other exemption from the registration requirements of the
          Securities Act of 1933.


          ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
          INFORMATION.

               The Corporation will make available to the Executive Vice
          President, without change, upon written or oral request, the
          documents incorporated by reference in Item 3 of Part II of the
          registration statement, and such documents are hereby
          incorporated by reference into this Section 10(a) prospectus. 
          The Executive Vice President may, upon oral or written request
          and without charge, receive all other documents required to be
          delivered to participants pursuant to Rule 428(b) of the
          Securities Act of 1933.  Such requests

                                          5
<PAGE>
          are to be directed to John K. Minnihan, Chief Financial Officer
          of the Corporation at 8737 Wilshire Boulevard, Beverly Hills,
          California 90211, (310) 652-4880.


          PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents are hereby incorporated by reference
          in the registration statement and are deemed to be a part thereof
          from the date of filing such documents, and all documents
          subsequently filed by the registrant pursuant to Sections 13(a),
          13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
          amended, 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.

               (a)  The Corporation's Annual Report on Form 10-K for the
          fiscal year ended April 30, 1995;

               (b)  The Corporation's Quarterly Report on Form 10-Q for
          the quarter ended July 31, 1995;

               (c)  The Corporation's Registration Statement No. 2-49078 on
          Form S-8, as amended, effective as of June 19, 1973.

          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 145 of the General Corporation Law of Delaware
          provides, in summary, that the directors and officers of the
          Corporation may, under certain circumstances, be indemnified by
          the Corporation against all expenses incurred by or imposed upon
          them as a result of actions, suits or proceedings brought against
          them as such directors and officers, or as directors or officers
          of any other organization at the request of the Corporation, if
          they act in good faith and in a manner they reasonably believe to
          be in or not opposed to the best interests of the Corporation,
          and with respect to any criminal action or proceeding, have no
          reasonable cause to believe their conduct was unlawful, except
          that no indemnification shall be made against expenses in respect
          to any claim, issue or matter as to which they shall have been
          adjudged to be liable to the Corporation unless and only to the
          extent that the court in which such action or suit was brought
          shall determine upon application that, despite the adjudication
          of liability but in view of all the circumstances of the case,
          they are fairly and reasonably entitled to indemnity for such
          expenses which such court shall deem proper.  Section 145 of the
          Delaware General Corporation Law also provides that directors and
          officers of the Corporation are entitled to such indemnification
          by the Corporation to the extent that such persons are successful
          on the merits or otherwise in defending any such action, suit or
          proceeding.  The Corporation's Bylaws provide for the
          indemnification by the Corporation of officers and directors to
          the fullest extent permitted by Section 145 of the Delaware
          General Corporation Law.

               Section 102 of the Delaware General Corporation Law provides
          that a corporation, in its Certificate of Incorporation, may
          eliminate the personal liability of its directors to the
          corporation or its stockholders for monetary damages for breach
          of fiduciary duty as a director, other than liability for (1) any
          breach of the director's duty of loyalty to the corporation of
          its stockholders, (2) acts or omissions not in good faith or
          which involve intentional misconduct or a knowing violation of
          law, (3) any transaction from which the

                                          6
<PAGE>
          director derived an improper personal benefit and (4) unlawful
          payment of dividends or unlawful stock purchases or redemptions. 
          The Corporation's Certificate of Incorporation provides for the
          elimination of personal liability of its directors as permitted
          by Section 102 of the Delaware General Corporation Law.

               The Corporation maintains a Directors and Officer's
          Insurance Policy for the benefit of its directors and officers.

          ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.

          ITEM 8.  EXHIBITS.

               The Exhibits filed herewith are listed on the Exhibit Index
          on page 10.

          ITEM 9.  UNDERTAKINGS.

               1.   The undersigned registrant hereby undertakes:

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

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

                         (ii) To reflect in the prospectus any facts or
          events arising after the effective date of 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.

                    (b)  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.

                    (c)  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.

               2.   The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of the registrant's annual report pursuant to
          Section 13(a) or Section 15(d) of the Securities Exchange Act of
          1934 (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to Section 15(d) of the Securities
          Exchange Act of 1934) that is incorporated by reference in 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.

               3.   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 registrant 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

                                          7
<PAGE>
          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 of 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.


                                      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 Beverly Hills, State of California, on October 9,
          1995.

                                        EARL SCHEIB, INC., 
                                        a Delaware Corporation


                                        By s/    Daniel A. Seigel           
                                          ---------------------------------
                                             Daniel A. Seigel
                                             President and  
                                             Chief Executive Officer

                                          8
<PAGE>
               Name                   Title              Date
               ----                   -----              ----

          s/  Daniel A. Seigel        Chief              October 9, 1995
          -----------------------     Executive
          Daniel A. Seigel            Officer,
                                      (Principal
                                      Executive
                                      Officer)




          s/   John K. Minnihan       Vice               October 9, 1995
          -----------------------     President and
          John K. Minnihan            Chief
                                      Financial
                                      Officer
                                      (Principal
                                      Financial
                                      Officer)



          s/   Philip Wm. Colburn     Director           October 9, 1995
          -----------------------
          Philip Wm. Colburn




          s/   Alexander L. Kyman     Director           October 9, 1995
          -----------------------
          Alexander L. Kyman



          s/   Donald R. Scheib       Director           October 9, 1995
          -----------------------
          Donald R. Scheib



          s/   Robert L. Spencer      Director           October 9, 1995
          -----------------------
          Robert L. Spencer



          s/   Robert Wilkinson       Director           October 9, 1995
          -----------------------
          Robert Wilkinson 



                                          9
<PAGE>
                                    EXHIBIT INDEX

         Exhibit                                                     Page
          Number  Exhibit                                           Number
          ------  -------                                           ------

            5     Opinion of Buchalter, Nemer, Fields & Younger, 
                  a Professional corporation  . . . . . . . . . . .   11

           23.1   Independent Auditor's Consent . . . . . . . . . .   13

           23.2   Legal Counsel Consent is contained in Exhibit 5


                                          10
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               ----------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933

                                 EARL SCHEIB, INC.
                     (Exact name of Registrant as specified in charter)

          DELAWARE                                               95-1759002
          -----------------------------------------------------------------
          (State or other jurisdiction of                  (I.R.S. Employer
          incorporation or organization)                Identification No.)

          8737 WILSHIRE BOULEVARD, BEVERLY HILLS, CALIFORNIA          90211
          -----------------------------------------------------------------
          (Address of Registrant's Principal Executive Offices)  (Zip Code)

                       ---------------------------------------
                                 EARL SCHEIB, INC.
                            1995 STOCK OPTION AGREEMENT
                              (Full title of the plan)

                     JOHN K. MINNIHAN, CHIEF FINANCIAL OFFICER
              8737 WILSHIRE BOULEVARD, BEVERLY HILLS, CALIFORNIA 90211
                                   (310) 652-4880
             (Name, address and telephone number of agent for service)
                      ---------------------------------------
                                      Copy to:
                               DAVID I. SUNKIN, ESQ.
                        BUCHALTER, NEMER, FIELDS & YOUNGER,
                             A PROFESSIONAL CORPORATION
                       601 SOUTH FIGUEROA STREET, SUITE 2400
                           LOS ANGELES, CALIFORNIA  90017
                                   (213) 891-0700

                          CALCULATION OF REGISTRATION FEE
          
          ============================================================================================================
Proposed            Proposed
                                                                       Maximum            Maximum
           Title of Securities                    Amount              Offering           Aggregate           Amount of
           to be Registered                        to be                Price             Offering         Registration
                                                Registered          Per Unit (1)           Price                Fee      
           ------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value      200,000 shares          $6.125              $1,225,000          $423.00

           ============================================================================================================
(1)  Estimated solely for purposes of calculating the
          registration fee pursuant to Rule 457(c) based upon the average
          of the high and low prices reported in the Consolidated Reporting
          System on October 6, 1995.

                                          1
PART I--INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          ITEM 1.  PLAN INFORMATION.

               The Board of Directors (the "Board") of Earl Scheib, Inc.,
          (the "Corporation") has adopted, the Earl Scheib, Inc. 1995
          Stock Option Agreement between the Corporation and Christian K.
          Bement (the "Option Agreement") which provides for the continuous
          participation of Christian K. Bement as Executive Vice President
          and Chief Operating Officer ("Executive Vice President") of the
          Corporation.

               The following discussion summarizes the principal features
          of the Option Agreement.  This description of the Option
          Agreement is qualified in its entirety by reference to the full
          text of the Option Agreement, a copy of which may be requested
          from the Corporation.

               The Corporation's principal executive offices are located at
          8737 Wilshire Boulevard, Beverly Hills, California 90211, (310)
          652-4880.

          PURPOSE

               The purpose of the Option Agreement is to strengthen the
          Corporation by providing to the Executive Vice President added
          incentives for high levels of performance and to encourage stock
          ownership in the Corporation.  The Option Agreement seeks to
          accomplish these goals by providing a means whereby the Executive
          Vice President may be given an opportunity to purchase, by way of
          option, Common Stock of the Corporation.  The Option Agreement is
          also intended to enable the Corporation and its subsidiaries to
          compete effectively for and retain the services of the Executive
          Vice President and to provide incentives for such person to exert
          maximum efforts for the success of the Corporation and its
          subsidiaries.

               The Corporation intends that the options issued under the
          Option Agreement shall be options which do not qualify as
          incentive stock options, as that term is used in Section 422 of
          the Internal Revenue Code of 1986, as amended (the "Code")
          ("Non-Qualified Stock Options").  The Option Agreement is not
          subject to any provisions of the Employee Retirement Income
          Security Act of 1974 ("ERISA").

          ADMINISTRATION

               The Board has delegated administration of the Option
          Agreement to its Compensation Committee ("Committee").  The
          Committee shall have full power and authority in its discretion
          to take any and all action required or permitted to be taken
          under the Option Agreement, including the determination of the
          number of shares which may be covered by stock options, the
          purchase price, and other terms and conditions thereof.  Further
          information may be obtained from John K. Minnihan at 8737
          Wilshire Boulevard, Beverly Hills, California 90211 or by calling
          (310) 652-4880.

          SHARES RESERVED

               There are 200,000 shares of Common Stock, par value $1.00,
          reserved for issuance upon exercise of options granted under the
          Option Agreement.  Shares of Common Stock will be made available
          from the authorized but unissued shares of the Corporation or
          from shares reacquired by the Corporation, including shares
          purchased in the open market.

          ELIGIBILITY

               Only the Executive Vice President is eligible to participate
          under the Option Agreement.  On January 10, 1995, the Board
          authorized the issuance of an aggregate of Non-Qualified Stock
          Options to purchase 200,000 shares at the "exercise" prices
          stated below.

                                          2
OPTION PRICE

               The exercise price of each Non-Qualified Stock Option shall
          be as follows:

                    $5.50 with regard to the Option to Purchase the first
                    100,000 shares or any portion thereof.
                    $9.00 with regard to the Option to Purchase the second
                    100,000 shares or any portion thereof.

               An option shall be exercised by written notice to the
          Corporation upon terms and conditions as the Option Agreement
          provides and in accordance with such other procedures for the
          exercise of options as the Board of Directors or Committee may
          establish from time to time.  The purchase price of Common Stock
          acquired pursuant to an option shall be paid by such method or
          methods as the Committee may determine and may consist of cash or
          check payable to the order of the Corporation, in whole shares of
          Common Stock of the Corporation owned by the optionee having a
          fair market value on the exercise date (determined by the
          Committee in accordance with any reasonable valuation method)
          equal to the option price for the shares being purchased. 
          Payments of Common Stock shall be made by delivery of Common
          Stock certificates properly endorsed for transfer in negotiable
          form.  If other than the Executive Vice President, the person or
          persons exercising the option shall be required to furnish the
          Corporation appropriate documentation that such person or persons
          have the full legal right and power to exercise the option on
          behalf of and for the optionee.

          ADJUSTMENTS UPON CHANGES IN COMMON STOCK; REORGANIZATION, MERGER,
          CONSOLIDATION

               If the outstanding shares of the Common Stock of the
          Corporation are increased, decreased, or changed into, or
          exchanged for a different number or kind of shares or securities
          of the Corporation, without receipt of consideration by the
          Corporation, through reorganization, merger, recapitalization,
          reclassification, stock split, stock dividend, stock
          consolidation, or otherwise, an appropriate and proportionate
          adjustment shall be made in the number and kind of shares as to
          which options may be granted.  A corresponding adjustment
          changing the number or kind of shares and the exercise price per
          share allocated to unexercised options, or portions thereof,
          which shall have been granted prior to any such change shall
          likewise be made.  Adjustments shall be made by the Committee
          whose determination as to what adjustments shall be made, and the
          extent thereof, shall be final and conclusive.  No fractional
          shares of stock shall be issued under the Option Agreement on
          account of any such adjustment.  Upon the dissolution or
          liquidation of the Corporation, or upon any reorganization,
          merger or consolidation of the Corporation where the Corporation
          is the surviving corporation and the stockholders immediately
          prior to such transaction do not own at least 51% of the
          Corporation's Common Stock immediately after such transaction, or
          upon any reorganization, merger or consolidation of the
          Corporation where the Corporation is not the surviving
          corporation, or upon a sale of substantially all of the assets or
          51% of the outstanding Common Stock, the Option Agreement may, at
          the option of the Executive Vice President, terminate and any
          options granted prior thereto shall become immediately
          exercisable in full and shall remain exercisable until the
          effective date of such transaction.

          VESTING

               The vesting periods shall be as follows:

                         50% at 7:00 p.m. (PST) on 1/10/96
                         12-1/2% at 7:00 p.m. (PST) on 4/10/96
                         12-1/2% at 7:00 p.m. (PDT) on 7/10/96
                         12-1/2% at 7:00 p.m. (PDT) on 10/10/96
                         12-1/2% at 7:00 p.m. (PST) on 1/10/97

                                          3
ALTERNATE VESTING

               In the event that Executive Vice President is terminated for
          reasons other than "substantial cause" (as defined below), or if
          Executive Vice President shall die or become disabled as defined
          in Section 22(e)(3) of the Code, then the options shall vest in
          accordance with the following Alternate Vesting provisions:

                         12-1/2% at 7:00 p.m. (PST) on 4/10/95
                         12-1/2% at 7:00 p.m. (PDT) on 7/10/95
                         12-1/2% at 7:00 p.m. (PDT) on 10/10/95
                         12-1/2% at 7:00 p.m. (PST) on 1/10/96
                         12-1/2% at 7:00 p.m. (PST) on 4/10/96
                         12-1/2% at 7:00 p.m. (PDT) on 7/10/96
                         12-1/2% at 7:00 p.m. (PDT) on 10/10/96
                         12-1/2% at 7:00 p.m. (PST) on 1/10/97

          EXPIRATION, TERMINATION AND TRANSFER OF OPTIONS

               Subject to earlier termination as provided in the Option
          Agreement, each Non-Qualified Stock Option granted and all rights
          or obligations thereunder by its terms shall expire 5 years from
          the date of grant.  For purposes of the Option Agreement, the
          date of grant of an option shall be the date on which the
          Committee takes final action approving the award of the option,
          notwithstanding the date the optionee accepts the option, the
          date of execution of the Option Agreement, or any other date with
          respect to such option.   Except in the event of termination of
          employment due to death, disability or termination for
          "substantial cause" (as defined below), options will terminate
          according to the terms of the Option Agreement but only as to
          such number of shares as to which the option was exercisable on
          the date of termination.  If termination occurs by reason of
          disability (as defined in the Option Agreement) such termination
          period shall be one year.  If employment is terminated for
          "substantial cause," the optionee's right to exercise will
          terminate at the time notice of termination is given by the
          Corporation to the Employee.  Termination for "substantial cause"
          shall include (i) the commission of a criminal act against, or in
          derogation of the interests of the Corporation or any of its
          subsidiaries; (ii) knowingly divulging confidential information
          about the Corporation or any of its subsidiaries to a competitor
          or to the public; (iii) interference with the relationship
          between the Corporation or any of its Subsidiaries and any major
          customer of the Corporation; or (iv) the performance of any
          action that the Committee, in its reasonable discretion, may deem
          to be sufficiently injurious to the interests of the Corporation
          or any of its subsidiaries to constitute "substantial cause."  If
          the Executive Vice President dies while in the employ of the
          Corporation or within three months after cessation of such
          employment (except for "substantial cause"), his or her estate or
          personal representation shall have the right to exercise such
          option before the date such option would otherwise terminate, but
          only as to the number of shares as to which such option was
          exercisable on the date of death.  An option by its terms may
          only be transferred by will or by laws of descent or pursuant to
          a qualified domestic relations order, and, except as otherwise
          required pursuant to a qualified domestic relations order,
          options shall be exercisable during the lifetime of the person to
          whom the option is granted only by such person (or in the case of
          disability by his or her court appointed legal representative).

               In addition, subsequent to the grant of any option, the
          Committee, at any time before complete termination of such
          option, may accelerate the time or times at which such option may
          be exercised in whole or in part (without reducing the term of
          such option), notwithstanding the provision in the option stating
          the time during which the option may be exercised.

          TERMINATION AND AMENDMENT OF THE OPTION AGREEMENT

               The Option Agreement will terminate on 1/10/2000.  The
          Option Agreement may also terminate upon liquidation,
          reorganization, merger or consolidation of the Corporation as
          discussed above.  No options may be granted under the Option
          Agreement after it is terminated.  No termination, suspension,
          modification or

                                          4
amendment of the Option Agreement may, without the consent of the
          person to whom an option shall theretofore have been granted,
          adversely affect the rights of such person with respect to such
          option.  No modification, extension, renewal or other change in
          any option granted under the Option Agreement shall be made after
          the grant of such option, unless the same is consistent with the
          provisions of the Option Agreement.  With the consent of the
          holder of an option and subject to the terms and conditions of
          the Option Agreement, the Committee may amend outstanding stock
          option agreements with the Executive Vice President, including,
          without limitation, any amendment which would (i) accelerate the
          time or times at which the option may be exercised and/or (ii)
          extend the scheduled expiration date of the option.

          FEDERAL INCOME TAX CONSEQUENCES

               The following discussion is only a summary of the principal
          federal income tax consequences of the options and rights to be
          granted under the Option Agreement, and is based on existing
          federal law (including administration, regulations and rulings)
          which is subject to change, in some cases retroactively.  This
          discussion is also qualified by the particular circumstances of
          individual optionees, which may substantially alter or modify the
          federal income tax consequences herein discussed.

               Generally, under present law, when an option does not
          qualify as an Incentive Stock Option under Section 422 of the
          Code (Non-Qualified Stock Options), no income generally is
          recognized by the optionee at the time of the grant of the
          option.  Under present law the optionee generally will recognize
          ordinary income at the time the Non-Qualified Stock Option is
          exercised equal to the aggregate fair market value of the shares
          acquired less the option price.  Ordinary income from a
          Non-Qualified Stock Option will constitute compensation for which
          withholding may be required under federal and state law.

               Subject to special rules applicable when an optionee uses
          Common Stock of the Corporation to exercise an option, shares
          acquired upon exercise of a Non-Qualified Stock Option will have
          a tax basis equal to their fair market value on the exercise date
          or other relevant date on which ordinary income is recognized and
          the holding period for the shares generally will begin on the
          date of exercise or such other relevant date.  Upon subsequent
          disposition of the shares, the optionee generally will recognize
          a capital gain or loss.  Provided the shares are held by the
          optionee for more than one year prior to disposition, such gain
          or loss will be treated as long-term capital gain or loss.

               The Corporation will generally be entitled to a deduction
          equal to the ordinary income (i.e., compensation) portion of the
          gain recognized by the optionee in the case of a "disqualifying
          disposition" of an Incentive Stock Option or in connection with
          the exercise of a Non-Qualified Stock Option provided the
          Corporation complies with any withholding requirements of federal
          and state law.

          RESTRICTION ON RESALE

               Certain directors and officers of the Corporation, including
          the Executive Vice President, may be deemed to be "affiliates" as
          that term is defined under the Securities Act of 1933, as amended
          (the "Securities Act of 1933").  Common Stock acquired under the
          Option Agreement by an affiliate may only be reoffered or resold
          under an effective registration statement, under Rule 144 or
          other exemption from the registration requirements of the
          Securities Act of 1933.

          ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
          INFORMATION.

               The Corporation will make available to the Executive Vice
          President, without change, upon written or oral request, the
          documents incorporated by reference in Item 3 of Part II of the
          registration statement, and such documents are hereby
          incorporated by reference into this Section 10(a) prospectus. 
          The Executive Vice President may, upon oral or written request
          and without charge, receive all other documents required to be
          delivered to participants pursuant to Rule 428(b) of the
          Securities Act of 1933.  Such requests

                                          5
are to be directed to John K. Minnihan, Chief Financial Officer
          of the Corporation at 8737 Wilshire Boulevard, Beverly Hills,
          California 90211, (310) 652-4880.

          PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents are hereby incorporated by reference
          in the registration statement and are deemed to be a part thereof
          from the date of filing such documents, and all documents
          subsequently filed by the registrant pursuant to Sections 13(a),
          13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
          amended, 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.

               (a)  The Corporation's Annual Report on Form 10-K for the
          fiscal year ended April 30, 1995;

               (b)  The Corporation's Quarterly Report on Form 10-Q for
          the quarter ended July 31, 1995;

               (c)  The Corporation's Registration Statement No. 2-49078 on
          Form S-8, as amended, effective as of June 19, 1973.

          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 145 of the General Corporation Law of Delaware
          provides, in summary, that the directors and officers of the
          Corporation may, under certain circumstances, be indemnified by
          the Corporation against all expenses incurred by or imposed upon
          them as a result of actions, suits or proceedings brought against
          them as such directors and officers, or as directors or officers
          of any other organization at the request of the Corporation, if
          they act in good faith and in a manner they reasonably believe to
          be in or not opposed to the best interests of the Corporation,
          and with respect to any criminal action or proceeding, have no
          reasonable cause to believe their conduct was unlawful, except
          that no indemnification shall be made against expenses in respect
          to any claim, issue or matter as to which they shall have been
          adjudged to be liable to the Corporation unless and only to the
          extent that the court in which such action or suit was brought
          shall determine upon application that, despite the adjudication
          of liability but in view of all the circumstances of the case,
          they are fairly and reasonably entitled to indemnity for such
          expenses which such court shall deem proper.  Section 145 of the
          Delaware General Corporation Law also provides that directors and
          officers of the Corporation are entitled to such indemnification
          by the Corporation to the extent that such persons are successful
          on the merits or otherwise in defending any such action, suit or
          proceeding.  The Corporation's Bylaws provide for the
          indemnification by the Corporation of officers and directors to
          the fullest extent permitted by Section 145 of the Delaware
          General Corporation Law.

               Section 102 of the Delaware General Corporation Law provides
          that a corporation, in its Certificate of Incorporation, may
          eliminate the personal liability of its directors to the
          corporation or its stockholders for monetary damages for breach
          of fiduciary duty as a director, other than liability for (1) any
          breach of the director's duty of loyalty to the corporation of
          its stockholders, (2) acts or omissions not in good faith or
          which involve intentional misconduct or a knowing violation of
          law, (3) any transaction from which the

                                          6
director derived an improper personal benefit and (4) unlawful
          payment of dividends or unlawful stock purchases or redemptions. 
          The Corporation's Certificate of Incorporation provides for the
          elimination of personal liability of its directors as permitted
          by Section 102 of the Delaware General Corporation Law.

               The Corporation maintains a Directors and Officer's
          Insurance Policy for the benefit of its directors and officers.

          ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.

          ITEM 8.  EXHIBITS.

               The Exhibits filed herewith are listed on the Exhibit Index
          on page 10.

          ITEM 9.  UNDERTAKINGS.

               1.   The undersigned registrant hereby undertakes:

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

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

                         (ii) To reflect in the prospectus any facts or
          events arising after the effective date of 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.

                    (b)  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.

                    (c)  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.

               2.   The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of the registrant's annual report pursuant to
          Section 13(a) or Section 15(d) of the Securities Exchange Act of
          1934 (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to Section 15(d) of the Securities
          Exchange Act of 1934) that is incorporated by reference in 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.

               3.   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 registrant 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

                                          7
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 of 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.

                                      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 Beverly Hills, State of California, on October 9,
          1995.

                                        EARL SCHEIB, INC., 
                                        a Delaware Corporation

                                        By s/    Daniel A. Seigel           
                                          ---------------------------------
                                             Daniel A. Seigel
                                             President and  
                                             Chief Executive Officer

                                          8
Name                   Title              Date
               ----                   -----              ----

          s/  Daniel A. Seigel        Chief              October 9, 1995
          -----------------------     Executive
          Daniel A. Seigel            Officer,
                                      (Principal
                                      Executive
                                      Officer)

          s/   John K. Minnihan       Vice               October 9, 1995
          -----------------------     President and
          John K. Minnihan            Chief
                                      Financial
                                      Officer
                                      (Principal
                                      Financial
                                      Officer)

          s/   Philip Wm. Colburn     Director           October 9, 1995
          -----------------------
          Philip Wm. Colburn

          s/   Alexander L. Kyman     Director           October 9, 1995
          -----------------------
          Alexander L. Kyman

          s/   Donald R. Scheib       Director           October 9, 1995
          -----------------------
          Donald R. Scheib

          s/   Robert L. Spencer      Director           October 9, 1995
          -----------------------
          Robert L. Spencer

          s/   Robert Wilkinson       Director           October 9, 1995
          -----------------------
          Robert Wilkinson 

                                          9
EXHIBIT INDEX

         Exhibit                                                     Page
          Number  Exhibit                                           Number
          ------  -------                                           ------

            5     Opinion of Buchalter, Nemer, Fields & Younger, 
                  a Professional corporation  . . . . . . . . . . .   11

           23.1   Independent Auditor's Consent . . . . . . . . . .   13

           23.2   Legal Counsel Consent is contained in Exhibit 5

                                          10