Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                         ACCEL INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                31-0788334
   (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

475 Metro Place North, Dublin, Ohio                        43017
(Address of principal executive offices)                 (Zip Code)


                            1996 Stock Incentive Plan
                            (Full title of the plan)

                              NICHOLAS Z. ALEXANDER
                       Senior Vice President and Secretary
                         ACCEL INTERNATIONAL CORPORATION
                        475 Metro Place North, Suite 100
                               Dublin, Ohio 43107
                     (Name and address of agent for service)

                                 (614) 764-7000
          (Telephone number, including area code, of agent for service)

                         ------------------------------
                         CALCULATION OF REGISTRATION FEE
---------------- ------------ -------------- -------------- --------------------
                                 Proposed       Proposed
   Title of                       maximum       maximum
  securities        Amount       offering       aggregate         Amount of
    to be            to be         price        offering        registration
  registered      Registered    per share(1)     price(1)            fee
================ ============= ============== ============== ===================
  Common Stock,
 $.10 par value    1,000,000        $2.94       $2,940,000          $891
================ ============= ============== ============== ===================

(1)      Pursuant to Rule 457(h) under the Securities  Act of 1993,  such amount
         is  based  upon  the  average  of  the  high  and  low  prices  of  the
         Registrant's  Common Stock as reported by the NASDAQ National Market on
         November 25, 1996.
<PAGE>
                                      II-1

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents  heretofore  filed with the  Securities  and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act"):

         (a)  The Registrant's  annual report on  Form 10-K for the  fiscal year
ended December 31, 1995;

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (a), above; and

         (c) The description of the  Registrant's  Common Stock contained in its
registration statement filed under the Exchange Act (File No. 0-8162), including
any  amendment or report filed with the  Commission  for the purpose of updating
such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement,  prior to the filing of a  post-effective  amendment  which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

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 Delaware  General  Corporation  Law (the "DGCL") and
the  Registrant's  Bylaws  provide  for the  indemnification  of  directors  and
officers against certain  liabilities.  Officers and directors of the Registrant
and its subsidiaries  are indemnified  generally  against expenses  actually and
reasonably  incurred in connection with proceedings,  whether civil or criminal,
if such  person  acted in good  faith  and in a  manner  the  person  reasonably
believed to be in or not opposed to the best interests of the  Registrant,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe was unlawful.  The  Registrant is empowered by Section  102(b)(7) of the
DGCL to include a provision in its Restated  Certificate of  Incorporation  that
limits a director's liability to the Registrant or its stockholders for monetary
damages  for  breaches  of his or her  fiduciary  duty  as a  director.  Article
Fifteenth of the Registrant's  Restated  Certificate of  Incorporation  provides
that no director or former director of the Registrant shall be personally liable
to the Registrant or its stockholders for breach of fiduciary duty as a director
except  for (i) any  breach  of the  director's  duty of  loyalty,  (ii) acts or
<PAGE>
                                      II-2

omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) approving the payment of a dividend, stock repurchase or
redemption  which is unlawful under the DGCL, or (iv) any transaction from which
the director  derived an improper  personal  benefit.  The Registrant  maintains
insurance  policies under which  directors and officers are insured,  within the
limits and  subject to the  limitations  of the  policies,  against  expenses in
connection  with the  defense  of  actions,  suits or  proceedings  and  certain
liabilities  that  might  be  imposed  as a  result  of such  actions,  suits or
proceedings,  to which  they are  parties  by  reason  of being or  having  been
directors or officers of the Registrant.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Index to Exhibits at Page II-6.

Item 9.  Undertakings

         (1)      The Registrant hereby undertakes:

                  (a) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

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

                          (ii)     To  reflect in the  prospectus  any facts or
                                   events  arising after the effective  date of
                                   this  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 this  Registration
                                   Statement;

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

         Provided,  however,  that the  undertakings set forth in paragraphs (i)
         and  (ii),  above,  do not  apply  if the  information  required  to be
         included in a post-effective amendment by those paragraphs is contained
         in  periodic  reports  filed  or  furnished  to the  Commission  by the
         Registrant  pursuant to section 13 or section 15(d) of the Exchange Act
         that are incorporated by reference in this Registration Statement.

                  (b) That, for the purpose of determining  any liability  under
         the Securities Act each such  post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.
<PAGE>
                                      II-3

                  (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.

                  (d) That, for purposes of determining  any liability under the
         Securities Act, each filing of the Registrant's  annual report pursuant
         to  section  13(a)  or  section  15(d)  of the  Exchange  Act  that  is
         incorporated  by  reference  in this  Registration  Statement  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
<PAGE>
                                      II-4
                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas, on November 18, 1996.

                                      ACCEL INTERNATIONAL CORPORATION


                                      By:/s/Thomas H. Friedberg
                                            Thomas H. Friedberg,
                                            Chairman of the Board, President
                                            and Chief Executive Officer


                                POWER OF ATTORNEY

         We, the  undersigned  officers  and  directors  of ACCEL  INTERNATIONAL
CORPORATION,  hereby  severally  constitute  and  appoint  Thomas H.  Friedberg,
Nicholas Z.  Alexander  and Kurt L.  Mueller,  or any one of them,  our true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for us and in our stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement and all documents  relating  thereto,  and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         WITNESS our hands and common seal on the dates set forth below.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has  been  signed  below on the  18th  day of  November,  1996 by the
following persons in the capacities indicated.


Signature                              Title

/s/Thomas H. Friedberg                 Chairman of the Board,
Thomas H. Friedberg                    President, Chief Executive Officer,
                                       and Director (principal executive
                                       officer)

/s/Cindy H. Moore                      Senior Vice President and Chief Financial
Cindy H. Moore                         Officer (principal financial officer)


/s/Kurt L. Mueller                     Vice President, Controller and Treasurer
Kurt L. Mueller                        (principal accounting officer)


/s/Robert Betagole                     Director
Robert Betagole


/s/David T. Chase                      Director
David T. Chase


/s/Douglas J. Coats                    Director
Douglas J. Coats


/s/Raymond H. Deck                     Director
Raymond H. Deck


/s/Robert E. Fowler, III               Director
Robert E. Fowler, III


/s/Kermit G. Hicks                     Director
Kermit G. Hicks


/s/Stephen M. Qua                      Director
Stephen M. Qua


/s/Milton J. Taylor, Sr.               Director
Milton J. Taylor, Sr.


/s/Paul R. Whitters                    Director
Paul R. Whitters


<PAGE>
                                      II-6

                                INDEX TO EXHIBITS

       The following exhibits are filed as part of the registration statement:

    Exhibit No.                             Description

         4.1                                Specimen   Certificate   for  Common
                                            Shares (incorporated by reference to
                                            Exhibit  4.1  to  the   Registrant's
                                            Annual  Report  on Form 10-K for the
                                            year ended December 31, 1995)

         5                                  Opinion and consent of legal
                                            counsel re legality of
                                            securities

         23.1                               The consent of legal counsel
                                            is included in Exhibit 5

         23.2                               Consent of KPMG Peat Marwick LLP

         23.3                               Consent of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15504}]
{"company-data": {"conformed-name": "ACCEL INTERNATIONAL CORP", "cik": "0000001985", "assigned-sic": "6311", "irs-number": "310788334", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16953", "film-number": "96673473"}, "business-address": {"street1": "475 METRO PLACE N", "city": "DUBLIN", "state": "OH", "zip": "43017", "phone": "6147647000"}, "mail-address": {"street1": "475 METRO PLACE NORTH", "city": "DUBLIN", "state": "OH", "zip": "43017"}, "former-company": {"former-conformed-name": "ACCELERATION CORP", "date-changed": "19870814"}}
Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                         ACCEL INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                31-0788334
   (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

475 Metro Place North, Dublin, Ohio                        43017
(Address of principal executive offices)                 (Zip Code)

                            1996 Stock Incentive Plan
                            (Full title of the plan)

                              NICHOLAS Z. ALEXANDER
                       Senior Vice President and Secretary
                         ACCEL INTERNATIONAL CORPORATION
                        475 Metro Place North, Suite 100
                               Dublin, Ohio 43107
                     (Name and address of agent for service)

                                 (614) 764-7000
          (Telephone number, including area code, of agent for service)

                         ------------------------------
                         CALCULATION OF REGISTRATION FEE
---------------- ------------ -------------- -------------- --------------------
                                 Proposed       Proposed
   Title of                       maximum       maximum
  securities        Amount       offering       aggregate         Amount of
    to be            to be         price        offering        registration
  registered      Registered    per share(1)     price(1)            fee
================ ============= ============== ============== ===================
  Common Stock,
 $.10 par value    1,000,000        $2.94       $2,940,000          $891
================ ============= ============== ============== ===================

(1)      Pursuant to Rule 457(h) under the Securities  Act of 1993,  such amount
         is  based  upon  the  average  of  the  high  and  low  prices  of  the
         Registrant's  Common Stock as reported by the NASDAQ National Market on
         November 25, 1996.
II-1

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents  heretofore  filed with the  Securities  and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act"):

         (a)  The Registrant's  annual report on  Form 10-K for the  fiscal year
ended December 31, 1995;

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (a), above; and

         (c) The description of the  Registrant's  Common Stock contained in its
registration statement filed under the Exchange Act (File No. 0-8162), including
any  amendment or report filed with the  Commission  for the purpose of updating
such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement,  prior to the filing of a  post-effective  amendment  which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

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 Delaware  General  Corporation  Law (the "DGCL") and
the  Registrant's  Bylaws  provide  for the  indemnification  of  directors  and
officers against certain  liabilities.  Officers and directors of the Registrant
and its subsidiaries  are indemnified  generally  against expenses  actually and
reasonably  incurred in connection with proceedings,  whether civil or criminal,
if such  person  acted in good  faith  and in a  manner  the  person  reasonably
believed to be in or not opposed to the best interests of the  Registrant,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe was unlawful.  The  Registrant is empowered by Section  102(b)(7) of the
DGCL to include a provision in its Restated  Certificate of  Incorporation  that
limits a director's liability to the Registrant or its stockholders for monetary
damages  for  breaches  of his or her  fiduciary  duty  as a  director.  Article
Fifteenth of the Registrant's  Restated  Certificate of  Incorporation  provides
that no director or former director of the Registrant shall be personally liable
to the Registrant or its stockholders for breach of fiduciary duty as a director
except  for (i) any  breach  of the  director's  duty of  loyalty,  (ii) acts or
II-2

omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) approving the payment of a dividend, stock repurchase or
redemption  which is unlawful under the DGCL, or (iv) any transaction from which
the director  derived an improper  personal  benefit.  The Registrant  maintains
insurance  policies under which  directors and officers are insured,  within the
limits and  subject to the  limitations  of the  policies,  against  expenses in
connection  with the  defense  of  actions,  suits or  proceedings  and  certain
liabilities  that  might  be  imposed  as a  result  of such  actions,  suits or
proceedings,  to which  they are  parties  by  reason  of being or  having  been
directors or officers of the Registrant.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Index to Exhibits at Page II-6.

Item 9.  Undertakings

         (1)      The Registrant hereby undertakes:

                  (a) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

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

                          (ii)     To  reflect in the  prospectus  any facts or
                                   events  arising after the effective  date of
                                   this  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 this  Registration
                                   Statement;

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

         Provided,  however,  that the  undertakings set forth in paragraphs (i)
         and  (ii),  above,  do not  apply  if the  information  required  to be
         included in a post-effective amendment by those paragraphs is contained
         in  periodic  reports  filed  or  furnished  to the  Commission  by the
         Registrant  pursuant to section 13 or section 15(d) of the Exchange Act
         that are incorporated by reference in this Registration Statement.

                  (b) That, for the purpose of determining  any liability  under
         the Securities Act each such  post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.
II-3

                  (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.

                  (d) That, for purposes of determining  any liability under the
         Securities Act, each filing of the Registrant's  annual report pursuant
         to  section  13(a)  or  section  15(d)  of the  Exchange  Act  that  is
         incorporated  by  reference  in this  Registration  Statement  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
II-4
                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas, on November 18, 1996.

                                      ACCEL INTERNATIONAL CORPORATION

                                      By:/s/Thomas H. Friedberg
                                            Thomas H. Friedberg,
                                            Chairman of the Board, President
                                            and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the  undersigned  officers  and  directors  of ACCEL  INTERNATIONAL
CORPORATION,  hereby  severally  constitute  and  appoint  Thomas H.  Friedberg,
Nicholas Z.  Alexander  and Kurt L.  Mueller,  or any one of them,  our true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for us and in our stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement and all documents  relating  thereto,  and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         WITNESS our hands and common seal on the dates set forth below.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has  been  signed  below on the  18th  day of  November,  1996 by the
following persons in the capacities indicated.

Signature                              Title

/s/Thomas H. Friedberg                 Chairman of the Board,
Thomas H. Friedberg                    President, Chief Executive Officer,
                                       and Director (principal executive
                                       officer)

/s/Cindy H. Moore                      Senior Vice President and Chief Financial
Cindy H. Moore                         Officer (principal financial officer)

/s/Kurt L. Mueller                     Vice President, Controller and Treasurer
Kurt L. Mueller                        (principal accounting officer)

/s/Robert Betagole                     Director
Robert Betagole

/s/David T. Chase                      Director
David T. Chase

/s/Douglas J. Coats                    Director
Douglas J. Coats

/s/Raymond H. Deck                     Director
Raymond H. Deck

/s/Robert E. Fowler, III               Director
Robert E. Fowler, III

/s/Kermit G. Hicks                     Director
Kermit G. Hicks

/s/Stephen M. Qua                      Director
Stephen M. Qua

/s/Milton J. Taylor, Sr.               Director
Milton J. Taylor, Sr.

/s/Paul R. Whitters                    Director
Paul R. Whitters
II-6

                                INDEX TO EXHIBITS

       The following exhibits are filed as part of the registration statement:

    Exhibit No.                             Description

         4.1                                Specimen   Certificate   for  Common
                                            Shares (incorporated by reference to
                                            Exhibit  4.1  to  the   Registrant's
                                            Annual  Report  on Form 10-K for the
                                            year ended December 31, 1995)

         5                                  Opinion and consent of legal
                                            counsel re legality of
                                            securities

         23.1                               The consent of legal counsel
                                            is included in Exhibit 5

         23.2                               Consent of KPMG Peat Marwick LLP

         23.3                               Consent of Ernst & Young LLP