As filed with the Securities and Exchange Commission on June 27, 1997
                                                 Registration No.  333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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


                                 COACH USA, INC.
             (Exact name of registrant as specified in its charter)

                      Delaware                             76-0496471
           (State or other jurisdiction of             (I.R.S. Employer
           incorporation or organization)             Identification No.)


                    One Riverway
                      Suite 600
                   Houston, Texas                           77056-1903
         (Address of Principal Executive Offices)            (Zip Code)


                                 COACH USA, INC.
                          1996 NON EMPLOYEE DIRECTORS'
                                   STOCK PLAN
                            (Full title of the plan)



                              Richard H. Kristinik
                             Chief Executive Officer
                                  One Riverway
                                    Suite 600
                            Houston, Texas 77056-1903
                     (Name and address of agent for service)

                                 (888) COACH-US
                     (Telephone number, including area code,
                              or agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================================================
                                                                              Proposed
                                                    Amount to be Registered    Maximum      Proposed Maximum    
                                                                            Offering Price  Aggregate Offering        Amount of
        Title of Securities to be Registered                                 Per Share (1)       Price (1)      Registration Fee (1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                   <C>             <C>                   <C>    

Shares of Common Stock,                                 250,000 Shares         $25.875         $6,468,750            $1,960.23
   $0.01 par value per share.....................
===================================================================================================================================
</TABLE>

(1)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee pursuant to Rule 457(h) under the Securities  Act, based
      upon the  average  of the high and low prices of the  Registrant's  Common
      Stock on the New York Stock  Exchange  on June 23, 1997 as reported in the
      Wall Street Journal on June 24, 1997.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8  will be sent or given  to  participating  employees  as  specified  by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
These documents and the documents  incorporated by reference  hereto pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        Coach USA, Inc. (the  "Company")  hereby  incorporates  by reference the
following documents listed below. In addition,  all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act  of  1934  (the  "Exchange   Act")  (prior  to  the  filing  of  a
post-effective  amendment which  indicates that all the 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 thereof from the date of filing of such documents.

        (a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996, filed with the Securities and Exchange  Commission (the  "Commission")
on March 31, 1997.

        (b) The  Company's  Quarterly  Report on Form 10-Q for the Quarter ended
March 31, 1997 filed with the Commission on May 15, 1997.

        (c) The description of the Common Stock (the "Common  Stock")  contained
in the Company's Registration Statement on Form 8-A (File No. 1-12939) which was
filed  with the  Commission  on April 29,  1997  pursuant  to  Section 12 of the
Exchange Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

        The   information   required  by  Item  4  is  not  applicable  to  this
Registration  Statement  since  each  class  of  securities  to  be  offered  is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The   information   required  by  Item  5  is  not  applicable  to  this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company's  By-laws  provide that the Company  shall,  to the fullest
extent  permitted by Section 145 of the General  Corporation Law of the State of
Delaware,  as  amended  from time to time,  indemnify  all  persons  whom it may
indemnify pursuant thereto.

        Section  145 of the  General  Corporation  Law of the State of  Delaware
permits  a  corporation,   under  specified  circumstances,   to  indemnify  its
directors,  officers, employees or agents against expenses (including attorney's
fees), judgments,  fines and amounts paid in settlements actually and reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties by reason of the fact that they were or are directors, officers,


                                      II-1

<PAGE>



employees or agents of the corporation, if such directors,  officers,  employees
or agents acted in good faith and in a manner they 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 reason to  believe  their  conduct  was
unlawful.  In a  derivative  action,  i.e.,  one  by  or in  the  right  of  the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

        Article Seven of the Company's  Certificate  of  Incorporation  provides
that the Company's directors will not be personally liable to the Company or its
stockholders  for monetary  damages  resulting from breaches of their  fiduciary
duty as  directors  except  (a) for any  breach  of the duty of  loyalty  to the
Company  or its  stockholders,  (b) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware, which makes
directors  liable for  unlawful  dividends  or  unlawful  stock  repurchases  or
redemptions,  or (d) for  transactions  from  which  directors  derive  improper
personal benefit.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               The  information  required  by Item 7 is not  applicable  to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 8.  EXHIBITS.

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

         5.1      Opinion  of  Douglas  M.  Cerny,  as to  the  legality  of the
                  securities being registered.

         23.1     Consent of Douglas M. Cerny  (included in the opinion filed as
                  Exhibit 5.1 to this Registration Statement).

         23.2     Consent of Arthur Andersen LLP.

         24.1     Power of Attorney (set forth on the signature  page  contained
                  in Part II of this Registration Statement).
 ----------

ITEM 9.  UNDERTAKINGS.

        (a)    The undersigned registrant 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;  notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of prospectus filed with the


                                      II-2

<PAGE>



               Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
               changes in volume and price  represent  no more than a 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

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

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the  registration  statement  is on  Form  S-3 or Form  S-8,  and the
        information  required to be included in a  post-effective  amendment  by
        those  paragraphs  is  contained  in  periodic  reports  filed  with  or
        furnished to the Commission by the registrant  pursuant to Section 13 or
        Section  15(d)  of  the  Securities   Exchange  Act  of  1934  that  are
        incorporated by reference in the registration statement.

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

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

        (b) 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 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.

        (c)  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 person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-3

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Houston,  State of Texas,  on this 27th day of June,
1997.

                                                     Coach USA, Inc.


                                                     By /s/Richard H. Kristinik
                                                       ---------------------
                                                        Richard H. Kristinik
                             Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  officers
and directors of Coach USA, Inc. (the "Company") hereby constitutes and appoints
Richard H. Kristinik,  Lawrence K. King and Douglas M. Cerny (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities,  to sign,  execute and file this  Registration
Statement  under the  Securities  Act,  as  amended,  and any or all  amendments
(including,  without limitation,  post-effective amendments),  with all exhibits
and any and all documents  required to be filed with respect  thereto,  with the
Commission or any regulatory authority, granting unto such attorneys-in-fact and
agents,  and each of them  acting  alone,  full  power and  authority  to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the premises in order to effectuate  the same, as fully to all intents and
purposes as he himself might or could do if personally present, hereby ratifying
and confirming all that such  attorneys-in-fact  and agents,  or any of them, or
their substitute or substitutes, may lawfully do or cause to be done.

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

<TABLE>
<CAPTION>
        Signature                                 Title                                   Date
        ---------                                 -----                                   ----

<S>                                      <C>                                             <C>    


   /s/ Richard H. Kristinik                                                           
  -------------------------               Chairman of the Board and                      June 27, 1997
    Richard H. Kristinik                     Chief Executive Officer
                                             (Principal Executive Officer)
  /s/ Lawrence K. King     
 -------------------------                Senior Vice President, Chief                   June 27, 1997
      Lawrence K. King                        Financial Officer and
                                              Director (Principal Financial
                                              and Accounting Officer)
 /s/ John Mercadante, Jr.
 -------------------------                 President, Chief Operating                    June 27, 1997
    John Mercadante, Jr.                      Officer and Director

 /s/ Frank P. Gallagher 
 -------------------------                   Senior Vice President --                    June 27, 1997
     Frank P. Gallagher                        Corporate Development and
                                               Director


</TABLE>


                                      II-4

<PAGE>

<TABLE>
<S>                                        <C>                                          <C>    


  /s/ Gerald Mercadante
 -------------------------                 Senior Vice President --                       June 27, 1997
     Gerald Mercadante                       Northeast Region Operations
                                             and Director
  /s/ Steven S. Harter
 -------------------------                 Director                                       June 27, 1997
     Steven S. Harter

  /s/ Charles D. Busskohl
 -------------------------                 Director                                       June 27, 1997
    Charles D. Busskohl

  /s/ William J. Lynch
 -------------------------                 Director                                       June 27, 1997
     William J. Lynch

  /s/ Paul M. Verrochi
 -------------------------                 Director                                       June 27, 1997
     Paul M. Verrochi

  /s/ Thomas A. Werbe
 -------------------------                 Director                                       June 27, 1997
     Thomas A. Werbe

</TABLE>


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "COACH USA, INC. FORM S-8", "secsgml_size_bytes": 19383}]
{"company-data": {"conformed-name": "COACH USA INC", "cik": "0001011147", "assigned-sic": "4100", "irs-number": "760496471", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30155", "film-number": "97631110"}, "business-address": {"street1": "ONE RIVERWAY", "street2": "STE 600", "city": "HOUSTON", "state": "TX", "zip": "77056-1903", "phone": "8882622487"}, "mail-address": {"street1": "ONE RIVERWAY", "street2": "STE 600", "city": "HOUSTON", "state": "TX", "zip": "77056-1903"}}
As filed with the Securities and Exchange Commission on June 27, 1997
                                                 Registration No.  333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 COACH USA, INC.
             (Exact name of registrant as specified in its charter)

                      Delaware                             76-0496471
           (State or other jurisdiction of             (I.R.S. Employer
           incorporation or organization)             Identification No.)

                    One Riverway
                      Suite 600
                   Houston, Texas                           77056-1903
         (Address of Principal Executive Offices)            (Zip Code)

                                 COACH USA, INC.
                          1996 NON EMPLOYEE DIRECTORS'
                                   STOCK PLAN
                            (Full title of the plan)

                              Richard H. Kristinik
                             Chief Executive Officer
                                  One Riverway
                                    Suite 600
                            Houston, Texas 77056-1903
                     (Name and address of agent for service)

                                 (888) COACH-US
                     (Telephone number, including area code,
                              or agent for service)

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                              Proposed
                                                    Amount to be Registered    Maximum      Proposed Maximum    
                                                                            Offering Price  Aggregate Offering        Amount of
        Title of Securities to be Registered                                 Per Share (1)       Price (1)      Registration Fee (1)
-----------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock,                                 250,000 Shares         $25.875         $6,468,750            $1,960.23
   $0.01 par value per share.....................
===================================================================================================================================
(1)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee pursuant to Rule 457(h) under the Securities  Act, based
      upon the  average  of the high and low prices of the  Registrant's  Common
      Stock on the New York Stock  Exchange  on June 23, 1997 as reported in the
      Wall Street Journal on June 24, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8  will be sent or given  to  participating  employees  as  specified  by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
These documents and the documents  incorporated by reference  hereto pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        Coach USA, Inc. (the  "Company")  hereby  incorporates  by reference the
following documents listed below. In addition,  all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act  of  1934  (the  "Exchange   Act")  (prior  to  the  filing  of  a
post-effective  amendment which  indicates that all the 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 thereof from the date of filing of such documents.

        (a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996, filed with the Securities and Exchange  Commission (the  "Commission")
on March 31, 1997.

        (b) The  Company's  Quarterly  Report on Form 10-Q for the Quarter ended
March 31, 1997 filed with the Commission on May 15, 1997.

        (c) The description of the Common Stock (the "Common  Stock")  contained
in the Company's Registration Statement on Form 8-A (File No. 1-12939) which was
filed  with the  Commission  on April 29,  1997  pursuant  to  Section 12 of the
Exchange Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

        The   information   required  by  Item  4  is  not  applicable  to  this
Registration  Statement  since  each  class  of  securities  to  be  offered  is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The   information   required  by  Item  5  is  not  applicable  to  this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company's  By-laws  provide that the Company  shall,  to the fullest
extent  permitted by Section 145 of the General  Corporation Law of the State of
Delaware,  as  amended  from time to time,  indemnify  all  persons  whom it may
indemnify pursuant thereto.

        Section  145 of the  General  Corporation  Law of the State of  Delaware
permits  a  corporation,   under  specified  circumstances,   to  indemnify  its
directors,  officers, employees or agents against expenses (including attorney's
fees), judgments,  fines and amounts paid in settlements actually and reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties by reason of the fact that they were or are directors, officers,

                                      II-1
employees or agents of the corporation, if such directors,  officers,  employees
or agents acted in good faith and in a manner they 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 reason to  believe  their  conduct  was
unlawful.  In a  derivative  action,  i.e.,  one  by  or in  the  right  of  the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

        Article Seven of the Company's  Certificate  of  Incorporation  provides
that the Company's directors will not be personally liable to the Company or its
stockholders  for monetary  damages  resulting from breaches of their  fiduciary
duty as  directors  except  (a) for any  breach  of the duty of  loyalty  to the
Company  or its  stockholders,  (b) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware, which makes
directors  liable for  unlawful  dividends  or  unlawful  stock  repurchases  or
redemptions,  or (d) for  transactions  from  which  directors  derive  improper
personal benefit.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               The  information  required  by Item 7 is not  applicable  to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 8.  EXHIBITS.

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

         5.1      Opinion  of  Douglas  M.  Cerny,  as to  the  legality  of the
                  securities being registered.

         23.1     Consent of Douglas M. Cerny  (included in the opinion filed as
                  Exhibit 5.1 to this Registration Statement).

         23.2     Consent of Arthur Andersen LLP.

         24.1     Power of Attorney (set forth on the signature  page  contained
                  in Part II of this Registration Statement).
 ----------

ITEM 9.  UNDERTAKINGS.

        (a)    The undersigned registrant 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;  notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of prospectus filed with the

                                      II-2
Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
               changes in volume and price  represent  no more than a 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

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

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the  registration  statement  is on  Form  S-3 or Form  S-8,  and the
        information  required to be included in a  post-effective  amendment  by
        those  paragraphs  is  contained  in  periodic  reports  filed  with  or
        furnished to the Commission by the registrant  pursuant to Section 13 or
        Section  15(d)  of  the  Securities   Exchange  Act  of  1934  that  are
        incorporated by reference in the registration statement.

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

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

        (b) 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 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.

        (c)  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 person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Houston,  State of Texas,  on this 27th day of June,
1997.

                                                     Coach USA, Inc.

                                                     By /s/Richard H. Kristinik
                                                       ---------------------
                                                        Richard H. Kristinik
                             Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  officers
and directors of Coach USA, Inc. (the "Company") hereby constitutes and appoints
Richard H. Kristinik,  Lawrence K. King and Douglas M. Cerny (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities,  to sign,  execute and file this  Registration
Statement  under the  Securities  Act,  as  amended,  and any or all  amendments
(including,  without limitation,  post-effective amendments),  with all exhibits
and any and all documents  required to be filed with respect  thereto,  with the
Commission or any regulatory authority, granting unto such attorneys-in-fact and
agents,  and each of them  acting  alone,  full  power and  authority  to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the premises in order to effectuate  the same, as fully to all intents and
purposes as he himself might or could do if personally present, hereby ratifying
and confirming all that such  attorneys-in-fact  and agents,  or any of them, or
their substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                 Title                                   Date
        ---------                                 -----                                   ----
/s/ Richard H. Kristinik                                                           
  -------------------------               Chairman of the Board and                      June 27, 1997
    Richard H. Kristinik                     Chief Executive Officer
                                             (Principal Executive Officer)
  /s/ Lawrence K. King     
 -------------------------                Senior Vice President, Chief                   June 27, 1997
      Lawrence K. King                        Financial Officer and
                                              Director (Principal Financial
                                              and Accounting Officer)
 /s/ John Mercadante, Jr.
 -------------------------                 President, Chief Operating                    June 27, 1997
    John Mercadante, Jr.                      Officer and Director

 /s/ Frank P. Gallagher 
 -------------------------                   Senior Vice President --                    June 27, 1997
     Frank P. Gallagher                        Corporate Development and
                                               Director
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/s/ Gerald Mercadante
 -------------------------                 Senior Vice President --                       June 27, 1997
     Gerald Mercadante                       Northeast Region Operations
                                             and Director
  /s/ Steven S. Harter
 -------------------------                 Director                                       June 27, 1997
     Steven S. Harter

  /s/ Charles D. Busskohl
 -------------------------                 Director                                       June 27, 1997
    Charles D. Busskohl

  /s/ William J. Lynch
 -------------------------                 Director                                       June 27, 1997
     William J. Lynch

  /s/ Paul M. Verrochi
 -------------------------                 Director                                       June 27, 1997
     Paul M. Verrochi

  /s/ Thomas A. Werbe
 -------------------------                 Director                                       June 27, 1997
     Thomas A. Werbe
II-5