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

                                    FORM S-8
             REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933
                            -------------------------

                        STERLING ELECTRONICS CORPORATION
             (Exact name of registrant as specified in its charter)

                NEVADA                            74-1261194
     (State or other jurisdiction of    (I.R.S. Employer Identification
            organization)                           Number)

                             4201 SOUTHWEST FREEWAY
                              HOUSTON, TEXAS 77027
          (Address of principal executive offices, including zip code)

       STERLING ELECTRONICS CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
    July 18, 1996 Non-Qualified Stock Option Agreement with Ronald S. Spolane
     July 18, 1996 Non-Qualified Stock Option Agreement with David A. Spolane
                              (Full title of plan)

                                RONALD S. SPOLANE
                             4201 SOUTHWEST FREEWAY
                              HOUSTON, TEXAS 77027
                     (Name and address of agent for service)

                                  (713) 627-9800
          (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                        Proposeed      Proposed
                                        maximum        maximum  
Title of each          Amount           offering       aggregate    Amount of
class of securities    to be            price per      offering     registration
be registered (1)      registered (1)   share (1)      price (1)    fee
================================================================================
Common Stock,
$0.50 par value       315,000 shares    $12.625        $3,976,875   $1,206.00
================================================================================
Common Stock,
$0.50 par value       367,500 shares    $10.71         $3,937,500   $1,194.00
================================================================================

(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule 457(c) and 457(h)  under the  Securities  Act of 1933,  as
amended, based on the closing price of the Common Stock on December 30, 1996 for
the  315,000  shares  of Common  Stock  issuable  under the Plan and the  option
exercise  price of $10.71 for the 367,500  shares of Common Stock issuable under
the option agreements.


<PAGE>


                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following,  which  have been filed with the  Securities  and  Exchange
Commission (the  "Commission")  by Sterling  Electronics  Corporation,  a Nevada
corporation ("Sterling" or the "Company"),  are incorporated herein by reference
and made a part hereof:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
March 30, 1996.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),  since the
fiscal year ended March 30, 1996.

     (c) The  description  of the Company's  common  stock,  par value $0.50 per
share (the "Common  Stock"),  which is contained in a Registration  Statement on
Form S-1 (File No.  33-28665) as amended,  filed with the  Commission on May 11,
1989, and a Registration  Statement on Form 8-A (File No.  1-1522),  as amended,
filed with the  Commission  June 27, 1994 under the Exchange Act,  including any
amendment or report filed for the purpose of updating such description.

     All documents filed  subsequent to the effective date of this  Registration
Statement by the Company pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Exchange  Act  prior  to  the  filing  of a post  effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     David R. Toomim, a director of the Company,  is "Of Counsel" to the firm of
Schlanger,  Mills, Mayer & Grossberg, L.L.P. and beneficially owns 19,864 shares
of Common  Stock  which  includes  currently  exercisable  options  to  purchase
11,865 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As provided for in Section 78.037 of the Nevada Revised  Statutes  ("NRS"),
Article  XII of  the  Company's  Articles  of  incorporation,  as  amended  (the
"Articles")  ("Article  XII"),  eliminates  or limits the personal  liability of
directors  for damages for breach of  fiduciary  duty as a director,  except for
acts or  omissions  which  involve  intentional  misconduct,  fraud or a knowing
violation of the law, or the unlawful payment of a dividend.

     Article XII further  provides that any person who is or was made a party or
is threatened to be made a party to an action by reason of the fact that he is a
director or officer of the Company shall be indemnified and held harmless by the
Company  to the full  extent  authorized  by  Nevada  law  against  all  expense
liability and loss incurred in connection therewith.  With respect to the extent
a corporation is permitted to indemnify its directors and officers,  NRS Section
78.751 provides as follows:

     1) A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action,  suit or proceeding if he acted in good faith and in
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action, suit or proceeding,  by judgment,  order, settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, or
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests of the  corporation,  and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

     2) A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interests of the  corporation.  Indemnification  may not be made for
any  claim,  issue or matter as to which such a person  has been  adjudged  by a
court of competent  jurisdiction,  after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably  entitled to indemnity for such expense as the court deems
proper.

     3) To  the  extent  that  a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action, suit or proceeding referred to the subsections 1 and 2, or in defense of
any claim,  issue or matter  therein,  he must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.

     4) Any indemnification under subsections 1 and 2, unless ordered by a court
or advanced  pursuant to subsection 5, must be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee  or  agent is  proper  in the  circumstances.  The
determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority  vote of a quorum  consisting  of
directors who were not parties to the act, suit or proceeding;

     (c) If a majority  vote of a quorum  consisting  of directors  who were not
parties to the act, suit or proceeding so orders,  by independent  legal counsel
in a written opinion; or

     (d) If a quorum  consisting  of directors  who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.

     5) The certificate or articles of incorporation, the bylaws or an agreement
made by the  corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal  action,  suit or  proceeding  must be
paid by the  corporation  as they  are  incurred  and in  advance  of the  final
deposition of the action,  suit or proceeding  upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is  ultimately
determined  by a court of competent  jurisdiction  that he is not entitled to be
indemnified by the corporation.  The provisions of this subsection do not affect
any rights to advancement of expenses to which  corporate  personnel  other than
directors or officers may be entitled under any contract or otherwise by law.

     6) The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section:

     (a)  Does  not  exclude  any  other  rights  to  which  a  person   seeking
indemnification or advancement of expenses may be entitled under the certificate
or articles of  incorporation or any bylaw,  agreement,  vote of stockholders or
disinterested  directors  or  otherwise,  for  either an action in his  official
capacity or an action in another capacity while holding his office,  except that
indemnification,  unless  ordered by a court pursuant to subsection 2 or for the
advancement  of expenses made pursuant to subsection 5, may not be made to or on
behalf of any director or officer if a final  adjudication  establishes that his
acts or omission involved intentional  misconduct,  fraud or a knowing violation
of the law and was material to the cause of action.

     (b)  Continues  for a person  who has  ceased  to be a  director,  officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrators of such a person.

     Article V of the Company's  bylaws  provides that each director and officer
of the Company  shall be  indemnified  by the Company  against  liabilities  and
expenses incurred by him in connection with any claim made against him by reason
of having been such a director or officer except:  (i) when he is adjudged to be
liable for  negligence  or misconduct in the  performance  of a duty;  (ii) with
respect to matters settled, independent counsel shall have deemed the settlement
payment  not to be  reasonable;  or (iii)  where such  indemnification  would be
against public policy.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     Unless  otherwise  indicated  below as being  incorporated  by reference to
another  filing  of the  Company  with  the  Commission,  each of the  following
exhibits is filed herewith:

     4.1 - Sterling  Electronics  Corporation  1996 Employee Stock Purchase Plan
(filed as Exhibit B to the Company's  Definitive  Proxy Statement dated July 18,
1996)

     4.2 - Option  Agreement  by and between  the Company and Ronald S.  Spolane
(filed as Exhibit C to the Company's  Definitive  Proxy Statement dated July 18,
1996)

     4.3 - Option  Agreement  by and between  the  Company and David A.  Spolane
(filed as Exhibit C to the Company's  Definitive  Proxy Statement dated July 18,
1996)

     4.4 - Specimen  stock  certificates  evidencing  Common  Stock of  Sterling
Electronics  Corporation  (Incorporated  by  reference  to  Exhibit  4.3  to the
Registration Statement on Form S-1 of the Company (File No. 33-28665) filed with
the Securities and Exchange Commission on May 11, 1989)

     4.5 - Articles of Incorporation,  as amended, of the Company  (Incorporated
by  reference  to Exhibit 3.1 to the  Registration  Statement on Form S-1 of the
Company (File No. 33-28665) filed with the Securities and Exchange Commission on
May 11, 1989)

     4.6 - Bylaws,  as amended,  of the Company  (Incorporated  by  reference to
Exhibit 3.2 to the  Registration  Statement on Form S-1 of the Company (File No.
33-28665) filed with the Securities and Exchange Commission on May 11, 1989)

     5.1 - Opinion of Schlanger, Mills, Mayer & Grossberg, L.L.P.

     23.1 - Consent of Ernst & Young LLP

     24.1 - Powers of Attorney

ITEM 9. UNDERTAKING

     The undersigned Company hereby undertakes:

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

     (i)  To  include  any  prospectus  required  by  Section  10(a)  (3) of the
Securities Act 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 of any
material change to such information in the 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 the
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the  Exchange  Act  that  are  incorporated  by  reference  in the  Registration
Statement.

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

     4) That, for the 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  (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.

     5) Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company 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  persons  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.


                                   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 HOUSTON, STATE OF TEXAS, ON THE 31st DAY OF DECEMBER,
1996.

                                                STERLING ELECTRONICS CORPORATION

                                                By: /s/ MAC McCONNELL
                                                --------------------------------
                                                Mac McConnell,
                                                Vice President-Finance
                                                and Chief Financial 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 DATE INDICATED.


Signature                     Title                       Date

/s/RONALD S. SPOLANE*    Chairman of the Board,      December 31, 1996
----------------------   President, Chief
Ronald S. Spolane        Executive Officer and
                         Director (Principal
                         Executive Officer)

/s/DAVID A. SPOLANE*     Executive Vice President    December 31, 1996
----------------------   and Director
David A. Spolane

/s/MAC McCONNELL*        Vice President-Finance      December 31, 1996
----------------------   Chief Financial Officer
Mac McConnell            Principal Financial
                         and Accounting Officer)

/s/LEON WEBB, JR.*       Vice President,             December 31, 1996
----------------------
Leon Webb, Jr.           Secretary and Treasurer


/s/JAY H. GOLDING*       Director                    December 31, 1996
----------------------
Jay H. Golding

/s/S. M. LAMBERT*        Director                    December 31, 1996
----------------------
S. M. Lambert, Ph. D.

/s/HERSCHEL G. MALTZ*    Director                    December 31, 1996
----------------------
Herschel G. Maltz

/s/DAVID R. TOOMIM*      Director                    December 31, 1996
----------------------
David R. Toomim


*By: Mac McConnell

     /S/ MAC McCONNELL
     -------------------------------
     Mac McConnell, Attorney-In-Fact                 December 31, 1996
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM S-8
             REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933
                            -------------------------

                        STERLING ELECTRONICS CORPORATION
             (Exact name of registrant as specified in its charter)

                NEVADA                            74-1261194
     (State or other jurisdiction of    (I.R.S. Employer Identification
            organization)                           Number)

                             4201 SOUTHWEST FREEWAY
                              HOUSTON, TEXAS 77027
          (Address of principal executive offices, including zip code)

       STERLING ELECTRONICS CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
    July 18, 1996 Non-Qualified Stock Option Agreement with Ronald S. Spolane
     July 18, 1996 Non-Qualified Stock Option Agreement with David A. Spolane
                              (Full title of plan)

                                RONALD S. SPOLANE
                             4201 SOUTHWEST FREEWAY
                              HOUSTON, TEXAS 77027
                     (Name and address of agent for service)

                                  (713) 627-9800
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                        Proposeed      Proposed
                                        maximum        maximum  
Title of each          Amount           offering       aggregate    Amount of
class of securities    to be            price per      offering     registration
be registered (1)      registered (1)   share (1)      price (1)    fee
================================================================================
Common Stock,
$0.50 par value       315,000 shares    $12.625        $3,976,875   $1,206.00
================================================================================
Common Stock,
$0.50 par value       367,500 shares    $10.71         $3,937,500   $1,194.00
================================================================================

(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule 457(c) and 457(h)  under the  Securities  Act of 1933,  as
amended, based on the closing price of the Common Stock on December 30, 1996 for
the  315,000  shares  of Common  Stock  issuable  under the Plan and the  option
exercise  price of $10.71 for the 367,500  shares of Common Stock issuable under
the option agreements.
Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following,  which  have been filed with the  Securities  and  Exchange
Commission (the  "Commission")  by Sterling  Electronics  Corporation,  a Nevada
corporation ("Sterling" or the "Company"),  are incorporated herein by reference
and made a part hereof:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
March 30, 1996.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),  since the
fiscal year ended March 30, 1996.

     (c) The  description  of the Company's  common  stock,  par value $0.50 per
share (the "Common  Stock"),  which is contained in a Registration  Statement on
Form S-1 (File No.  33-28665) as amended,  filed with the  Commission on May 11,
1989, and a Registration  Statement on Form 8-A (File No.  1-1522),  as amended,
filed with the  Commission  June 27, 1994 under the Exchange Act,  including any
amendment or report filed for the purpose of updating such description.

     All documents filed  subsequent to the effective date of this  Registration
Statement by the Company pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Exchange  Act  prior  to  the  filing  of a post  effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     David R. Toomim, a director of the Company,  is "Of Counsel" to the firm of
Schlanger,  Mills, Mayer & Grossberg, L.L.P. and beneficially owns 19,864 shares
of Common  Stock  which  includes  currently  exercisable  options  to  purchase
11,865 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As provided for in Section 78.037 of the Nevada Revised  Statutes  ("NRS"),
Article  XII of  the  Company's  Articles  of  incorporation,  as  amended  (the
"Articles")  ("Article  XII"),  eliminates  or limits the personal  liability of
directors  for damages for breach of  fiduciary  duty as a director,  except for
acts or  omissions  which  involve  intentional  misconduct,  fraud or a knowing
violation of the law, or the unlawful payment of a dividend.

     Article XII further  provides that any person who is or was made a party or
is threatened to be made a party to an action by reason of the fact that he is a
director or officer of the Company shall be indemnified and held harmless by the
Company  to the full  extent  authorized  by  Nevada  law  against  all  expense
liability and loss incurred in connection therewith.  With respect to the extent
a corporation is permitted to indemnify its directors and officers,  NRS Section
78.751 provides as follows:

     1) A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action,  suit or proceeding if he acted in good faith and in
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action, suit or proceeding,  by judgment,  order, settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, or
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests of the  corporation,  and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

     2) A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interests of the  corporation.  Indemnification  may not be made for
any  claim,  issue or matter as to which such a person  has been  adjudged  by a
court of competent  jurisdiction,  after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably  entitled to indemnity for such expense as the court deems
proper.

     3) To  the  extent  that  a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action, suit or proceeding referred to the subsections 1 and 2, or in defense of
any claim,  issue or matter  therein,  he must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.

     4) Any indemnification under subsections 1 and 2, unless ordered by a court
or advanced  pursuant to subsection 5, must be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee  or  agent is  proper  in the  circumstances.  The
determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority  vote of a quorum  consisting  of
directors who were not parties to the act, suit or proceeding;

     (c) If a majority  vote of a quorum  consisting  of directors  who were not
parties to the act, suit or proceeding so orders,  by independent  legal counsel
in a written opinion; or

     (d) If a quorum  consisting  of directors  who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.

     5) The certificate or articles of incorporation, the bylaws or an agreement
made by the  corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal  action,  suit or  proceeding  must be
paid by the  corporation  as they  are  incurred  and in  advance  of the  final
deposition of the action,  suit or proceeding  upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is  ultimately
determined  by a court of competent  jurisdiction  that he is not entitled to be
indemnified by the corporation.  The provisions of this subsection do not affect
any rights to advancement of expenses to which  corporate  personnel  other than
directors or officers may be entitled under any contract or otherwise by law.

     6) The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section:

     (a)  Does  not  exclude  any  other  rights  to  which  a  person   seeking
indemnification or advancement of expenses may be entitled under the certificate
or articles of  incorporation or any bylaw,  agreement,  vote of stockholders or
disinterested  directors  or  otherwise,  for  either an action in his  official
capacity or an action in another capacity while holding his office,  except that
indemnification,  unless  ordered by a court pursuant to subsection 2 or for the
advancement  of expenses made pursuant to subsection 5, may not be made to or on
behalf of any director or officer if a final  adjudication  establishes that his
acts or omission involved intentional  misconduct,  fraud or a knowing violation
of the law and was material to the cause of action.

     (b)  Continues  for a person  who has  ceased  to be a  director,  officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrators of such a person.

     Article V of the Company's  bylaws  provides that each director and officer
of the Company  shall be  indemnified  by the Company  against  liabilities  and
expenses incurred by him in connection with any claim made against him by reason
of having been such a director or officer except:  (i) when he is adjudged to be
liable for  negligence  or misconduct in the  performance  of a duty;  (ii) with
respect to matters settled, independent counsel shall have deemed the settlement
payment  not to be  reasonable;  or (iii)  where such  indemnification  would be
against public policy.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     Unless  otherwise  indicated  below as being  incorporated  by reference to
another  filing  of the  Company  with  the  Commission,  each of the  following
exhibits is filed herewith:

     4.1 - Sterling  Electronics  Corporation  1996 Employee Stock Purchase Plan
(filed as Exhibit B to the Company's  Definitive  Proxy Statement dated July 18,
1996)

     4.2 - Option  Agreement  by and between  the Company and Ronald S.  Spolane
(filed as Exhibit C to the Company's  Definitive  Proxy Statement dated July 18,
1996)

     4.3 - Option  Agreement  by and between  the  Company and David A.  Spolane
(filed as Exhibit C to the Company's  Definitive  Proxy Statement dated July 18,
1996)

     4.4 - Specimen  stock  certificates  evidencing  Common  Stock of  Sterling
Electronics  Corporation  (Incorporated  by  reference  to  Exhibit  4.3  to the
Registration Statement on Form S-1 of the Company (File No. 33-28665) filed with
the Securities and Exchange Commission on May 11, 1989)

     4.5 - Articles of Incorporation,  as amended, of the Company  (Incorporated
by  reference  to Exhibit 3.1 to the  Registration  Statement on Form S-1 of the
Company (File No. 33-28665) filed with the Securities and Exchange Commission on
May 11, 1989)

     4.6 - Bylaws,  as amended,  of the Company  (Incorporated  by  reference to
Exhibit 3.2 to the  Registration  Statement on Form S-1 of the Company (File No.
33-28665) filed with the Securities and Exchange Commission on May 11, 1989)

     5.1 - Opinion of Schlanger, Mills, Mayer & Grossberg, L.L.P.

     23.1 - Consent of Ernst & Young LLP

     24.1 - Powers of Attorney

ITEM 9. UNDERTAKING

     The undersigned Company hereby undertakes:

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

     (i)  To  include  any  prospectus  required  by  Section  10(a)  (3) of the
Securities Act 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 of any
material change to such information in the 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 the
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the  Exchange  Act  that  are  incorporated  by  reference  in the  Registration
Statement.

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

     4) That, for the 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  (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.

     5) Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company 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  persons  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.

                                   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 HOUSTON, STATE OF TEXAS, ON THE 31st DAY OF DECEMBER,
1996.

                                                STERLING ELECTRONICS CORPORATION

                                                By: /s/ MAC McCONNELL
                                                --------------------------------
                                                Mac McConnell,
                                                Vice President-Finance
                                                and Chief Financial 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 DATE INDICATED.

Signature                     Title                       Date

/s/RONALD S. SPOLANE*    Chairman of the Board,      December 31, 1996
----------------------   President, Chief
Ronald S. Spolane        Executive Officer and
                         Director (Principal
                         Executive Officer)

/s/DAVID A. SPOLANE*     Executive Vice President    December 31, 1996
----------------------   and Director
David A. Spolane

/s/MAC McCONNELL*        Vice President-Finance      December 31, 1996
----------------------   Chief Financial Officer
Mac McConnell            Principal Financial
                         and Accounting Officer)

/s/LEON WEBB, JR.*       Vice President,             December 31, 1996
----------------------
Leon Webb, Jr.           Secretary and Treasurer

/s/JAY H. GOLDING*       Director                    December 31, 1996
----------------------
Jay H. Golding

/s/S. M. LAMBERT*        Director                    December 31, 1996
----------------------
S. M. Lambert, Ph. D.

/s/HERSCHEL G. MALTZ*    Director                    December 31, 1996
----------------------
Herschel G. Maltz

/s/DAVID R. TOOMIM*      Director                    December 31, 1996
----------------------
David R. Toomim

*By: Mac McConnell

     /S/ MAC McCONNELL
     -------------------------------
     Mac McConnell, Attorney-In-Fact                 December 31, 1996