As filed with the Securities and Exchange Commission on August 5, 1996
                                                    Registration No. 33-    
============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                             __________________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                             __________________

                  INTERSTATE NATIONAL DEALER SERVICES, INC.
           (Exact name of registrant as specified in its charter)

              Delaware                          11-3078398
   (State or other jurisdiction of           (I.R.S. employer
   incorporation or organization)           identification no.)

                             The Omni, Suite 700
                        333 Earle Ovington Boulevard
                        Mitchel Field, New York 11553
                               (516) 228-8600
(Address, including zip code and telephone number of principal executive
offices)

                  Interstate National Dealer Services, Inc.
            Amended and Restated 1993 Employee Stock Option Plan
                          (Full title of the plan)
                          _________________________

                               Chester J. Luby
                    Chairman and Chief Executive Officer
                  Interstate National Dealer Services, Inc.
                             The Omni, Suite 700
                        333 Earle Ovington Boulevard
                        Mitchel Field, New York 11553
          (Name, address, including zip code, of agent for service)

                               (516) 228-8600
                   (Telephone number, including area code,
                            of agent for service)
                          _________________________

                                 Copies to:

                         Kenneth L. Henderson, Esq.
               Robinson Silverman Pearce Aronsohn & Berman LLP
                         1290 Avenue of the Americas
                          New York, New York  10104

                Approximate date of proposed sale to public:
  From time to time after the effective date of this Registration Statement


                       CALCULATION OF REGISTRATION FEE

 Title of                                         
   Each                        Proposed       Proposed
 Class of                       Maximum        Maximum
Securities       Amount        Offering       Aggregate      Amount of
  to be           to be          Price        Offering     Registration
Registered    Registered(1)   Per Unit(1)     Price(1)          Fee
__________    _____________   ___________    ___________   ____________

Shares of
Common 
Stock, par
value $.01       344,000        $4.875       $1,667,000        $575




     (1)  Estimated solely for purposes of calculating the registration fee. 
     Pursuant to Rules 457(c) and 457(h), the offering price and
     registration fee is computed on the basis of the average of the high
     and low prices reported on the Nasdaq SmallCap Market on July 31, 1996.
     

<PAGE>
                                   PART I
                                   ______

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan Information; Registrant Information and Employee Plan
               Annual Information

          The documents containing the information specified in the
instructions to Part I of the Form S-8 will be sent or given to participants
in the Amended and Restated 1993 Employee Stock Option Plan, as amended, as
specified by Rule 428(b)(1).  In addition, the statement required to be made
pursuant to Item 2 of Part I of the 
Form S-8 shall be contained in the Section 10(a) prospectus. 

                                   PART II
                                   _______

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents filed by Interstate National Dealer
Services, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:

          1.   The Company's Annual Report on Form 10-KSB for the year ended
October 31, 1995, filed with the Commission on January 17, 1996.

          2.   The Company's Quarterly Report on Form 10-QSB for the quarter
ended April 30, 1996, filed with the Commission on June 12, 1996.

          3.   The description of the Shares of Common Stock found in the
Company's registration statement on Form 8-A, File No. 1-12938 (the "Form 8-
A"), and the documents incorporated therein by reference, as amended by
Amendment No. 1 to the Form 8-A, filed with the Commission on April 14,
1994, and Amendment No. 2 to the Form 8-A, filed with the Commission on
April 21, 1994.

          4.   All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Trust or the Plan pursuant
to Section 13(a), 13(c) 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), 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 the Registration Statement and to be part
thereof from the date of filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated herein by reference
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 subsequently filed document which also is, or is deemed to be
incorporated by reference herein modifies or supersedes such prior
statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement, except as indicated herein.

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 permits the
indemnification of directors, officers, employees and agents of Delaware
corporations in terms sufficiently broad to include indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.  The Certificate of
Incorporation of the Company provides that the Company shall indemnify its
directors and officers to the fullest extent permitted by Delaware General
Corporation Law.  The Company's By-Laws provide mandatory indemnification
rights to any officer or director of the Company who, by reason of the fact
that he or she is an officer or director of the Company, is involved in a
legal proceeding of any nature.  Such indemnification rights include
reimbursement for expenses incurred by such officer of director in advance
of the final disposition of such proceeding in accordance with the
applicable provisions of the Delaware law.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Securities Act")
may be permitted to officers, directors, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

          The Company maintains a standard policy of officers' and
directors' liability insurance 

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

   4.1         Amended and Restated Certificate of Incorporation of the
               Company*
   4.2         Form of Common Stock Certificate.* 
   4.3         Amended and Restated Bylaws of the Company.*
   4.4         Interstate National Dealer Services, Inc.
               Amended and Restated 
               1993 Employee Stock Option Plan, as amended. 
   5.1         Opinion of Robinson Silverman Pearce Aronsohn
               & Berman LLP regarding legality.   
  23.1         Consent of Arthur Andersen LLP.    
  23.2         Consent of Robinson Silverman Pearce Aronsohn
               & Berman LLP (included in Exhibit 5.1). 
  24.1         Power of Attorney (included on signature page 
               of this Registration Statement).
______________
*    Incorporated by reference to Registration Statement on Form SB-2, File
     No. 33-74222-NY.

Item 9.   Undertakings.

     1.   The undersigned registrant hereby undertakes:

          a.   To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement of
1993:

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

               (2)  To reflect in the prospectus any facts or events
                    which, individually or in the aggregate, represent
                    a fundamental change in the information set forth
                    in the registration statement; and

               (3)  To include any additional or changed material
                    information on the plan of distribution;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply
if the information required to be included in a post-effective amendment by
those paragraphs is incorporated by reference from periodic reports filed by
the registrant under the Exchange Act.

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

          c.   To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the termination of
the offering.

     2.   The undersigned registrant hereby further undertakes 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.

     3.   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>
                                 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 Mitchel Field, New York, State of New York, on
the 5th day of August, 1996.

                 INTERSTATE NATIONAL DEALER SERVICES, INC.
                                                (Registrant)                



                 By:  /s/ Chester J. Luby                             
                    __________________________________________________
                      Chester J. Luby
                      Chairman and Chief Executive Officer




                        SIGNATURES/ POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Chester J. Luby and Cindy
H. Luby and each and any one of them, his or her true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, 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 requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

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

Signature              Title                          Date
_________              _____                          ____

/s/ Chester J. Luby      
_____________________  Chairman of the Board          August 5, 1996
Chester J. Luby        (Principal Executive Officer)


/s/ Cindy H. Luby 
_____________________  President and Director         August 5, 1996
Cindy H. Luby          (Chief Operating Officer)

/s/ Zvi D. Sprung 
_____________________  Chief Financial Officer        August 5, 1996
Zvi D. Sprung          (Chief Accounting Officer)

/s/ Louis F. Dente 
_____________________  Director                       July 31, 1996
Louis F. Dente


/s/Robert E. Schulman  
_____________________  Director                       August 5, 1996
Robert E. Schulman


/s/ William H. Brown 
_____________________  Director                       July 31, 1996
William H. Brown
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15107}]
{"company-data": {"conformed-name": "INTERSTATE NATIONAL DEALER SERVICES INC", "cik": "0000918184", "assigned-sic": "6411", "irs-number": "113078398", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09567", "film-number": "96603974"}, "business-address": {"street1": "333 EARLE OVINGTON BLVD", "city": "MITCHEL FIELD", "state": "NY", "zip": "11553", "phone": "5162288600"}, "mail-address": {"street1": "333 EARLE OVINGTON BLVD", "city": "MITCHEL FIELD", "state": "NY", "zip": "11553"}}
As filed with the Securities and Exchange Commission on August 5, 1996
                                                    Registration No. 33-    
============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                             __________________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                             __________________

                  INTERSTATE NATIONAL DEALER SERVICES, INC.
           (Exact name of registrant as specified in its charter)

              Delaware                          11-3078398
   (State or other jurisdiction of           (I.R.S. employer
   incorporation or organization)           identification no.)

                             The Omni, Suite 700
                        333 Earle Ovington Boulevard
                        Mitchel Field, New York 11553
                               (516) 228-8600
(Address, including zip code and telephone number of principal executive
offices)

                  Interstate National Dealer Services, Inc.
            Amended and Restated 1993 Employee Stock Option Plan
                          (Full title of the plan)
                          _________________________

                               Chester J. Luby
                    Chairman and Chief Executive Officer
                  Interstate National Dealer Services, Inc.
                             The Omni, Suite 700
                        333 Earle Ovington Boulevard
                        Mitchel Field, New York 11553
          (Name, address, including zip code, of agent for service)

                               (516) 228-8600
                   (Telephone number, including area code,
                            of agent for service)
                          _________________________

                                 Copies to:

                         Kenneth L. Henderson, Esq.
               Robinson Silverman Pearce Aronsohn & Berman LLP
                         1290 Avenue of the Americas
                          New York, New York  10104

                Approximate date of proposed sale to public:
  From time to time after the effective date of this Registration Statement

                       CALCULATION OF REGISTRATION FEE

 Title of                                         
   Each                        Proposed       Proposed
 Class of                       Maximum        Maximum
Securities       Amount        Offering       Aggregate      Amount of
  to be           to be          Price        Offering     Registration
Registered    Registered(1)   Per Unit(1)     Price(1)          Fee
__________    _____________   ___________    ___________   ____________

Shares of
Common 
Stock, par
value $.01       344,000        $4.875       $1,667,000        $575

     (1)  Estimated solely for purposes of calculating the registration fee. 
     Pursuant to Rules 457(c) and 457(h), the offering price and
     registration fee is computed on the basis of the average of the high
     and low prices reported on the Nasdaq SmallCap Market on July 31, 1996.
PART I
                                   ______

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan Information; Registrant Information and Employee Plan
               Annual Information

          The documents containing the information specified in the
instructions to Part I of the Form S-8 will be sent or given to participants
in the Amended and Restated 1993 Employee Stock Option Plan, as amended, as
specified by Rule 428(b)(1).  In addition, the statement required to be made
pursuant to Item 2 of Part I of the 
Form S-8 shall be contained in the Section 10(a) prospectus. 

                                   PART II
                                   _______

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents filed by Interstate National Dealer
Services, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:

          1.   The Company's Annual Report on Form 10-KSB for the year ended
October 31, 1995, filed with the Commission on January 17, 1996.

          2.   The Company's Quarterly Report on Form 10-QSB for the quarter
ended April 30, 1996, filed with the Commission on June 12, 1996.

          3.   The description of the Shares of Common Stock found in the
Company's registration statement on Form 8-A, File No. 1-12938 (the "Form 8-
A"), and the documents incorporated therein by reference, as amended by
Amendment No. 1 to the Form 8-A, filed with the Commission on April 14,
1994, and Amendment No. 2 to the Form 8-A, filed with the Commission on
April 21, 1994.

          4.   All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Trust or the Plan pursuant
to Section 13(a), 13(c) 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), 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 the Registration Statement and to be part
thereof from the date of filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated herein by reference
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 subsequently filed document which also is, or is deemed to be
incorporated by reference herein modifies or supersedes such prior
statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement, except as indicated herein.

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 permits the
indemnification of directors, officers, employees and agents of Delaware
corporations in terms sufficiently broad to include indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.  The Certificate of
Incorporation of the Company provides that the Company shall indemnify its
directors and officers to the fullest extent permitted by Delaware General
Corporation Law.  The Company's By-Laws provide mandatory indemnification
rights to any officer or director of the Company who, by reason of the fact
that he or she is an officer or director of the Company, is involved in a
legal proceeding of any nature.  Such indemnification rights include
reimbursement for expenses incurred by such officer of director in advance
of the final disposition of such proceeding in accordance with the
applicable provisions of the Delaware law.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Securities Act")
may be permitted to officers, directors, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

          The Company maintains a standard policy of officers' and
directors' liability insurance 

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

   4.1         Amended and Restated Certificate of Incorporation of the
               Company*
   4.2         Form of Common Stock Certificate.* 
   4.3         Amended and Restated Bylaws of the Company.*
   4.4         Interstate National Dealer Services, Inc.
               Amended and Restated 
               1993 Employee Stock Option Plan, as amended. 
   5.1         Opinion of Robinson Silverman Pearce Aronsohn
               & Berman LLP regarding legality.   
  23.1         Consent of Arthur Andersen LLP.    
  23.2         Consent of Robinson Silverman Pearce Aronsohn
               & Berman LLP (included in Exhibit 5.1). 
  24.1         Power of Attorney (included on signature page 
               of this Registration Statement).
______________
*    Incorporated by reference to Registration Statement on Form SB-2, File
     No. 33-74222-NY.

Item 9.   Undertakings.

     1.   The undersigned registrant hereby undertakes:

          a.   To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement of
1993:

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

               (2)  To reflect in the prospectus any facts or events
                    which, individually or in the aggregate, represent
                    a fundamental change in the information set forth
                    in the registration statement; and

               (3)  To include any additional or changed material
                    information on the plan of distribution;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply
if the information required to be included in a post-effective amendment by
those paragraphs is incorporated by reference from periodic reports filed by
the registrant under the Exchange Act.

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

          c.   To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the termination of
the offering.

     2.   The undersigned registrant hereby further undertakes 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.

     3.   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.
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 Mitchel Field, New York, State of New York, on
the 5th day of August, 1996.

                 INTERSTATE NATIONAL DEALER SERVICES, INC.
                                                (Registrant)                

                 By:  /s/ Chester J. Luby                             
                    __________________________________________________
                      Chester J. Luby
                      Chairman and Chief Executive Officer

                        SIGNATURES/ POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Chester J. Luby and Cindy
H. Luby and each and any one of them, his or her true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, 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 requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

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

Signature              Title                          Date
_________              _____                          ____

/s/ Chester J. Luby      
_____________________  Chairman of the Board          August 5, 1996
Chester J. Luby        (Principal Executive Officer)

/s/ Cindy H. Luby 
_____________________  President and Director         August 5, 1996
Cindy H. Luby          (Chief Operating Officer)

/s/ Zvi D. Sprung 
_____________________  Chief Financial Officer        August 5, 1996
Zvi D. Sprung          (Chief Accounting Officer)

/s/ Louis F. Dente 
_____________________  Director                       July 31, 1996
Louis F. Dente

/s/Robert E. Schulman  
_____________________  Director                       August 5, 1996
Robert E. Schulman

/s/ William H. Brown 
_____________________  Director                       July 31, 1996
William H. Brown