As filed with the Securities and Exchange Commission on August 14, 2000
                                                  Registration No. 333-
===============================================================================

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


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


                               LOJACK CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          Massachusetts                                   04-2664794
 (State or Other Jurisdiction of                      (I.R.S. Employer
  Incorporation or Organization)                     Identification No.)



                                 333 Elm Street
                           Dedham, Massachusetts 02026
           (Address of Principal Executive Offices including zip code)
                                  -------------

                               LoJack Corporation
                    Restated and Amended Stock Incentive Plan
                            (Full title of the plan)

                                 Joseph F. Abely
                      President and Chief Operating Officer
                               LoJack Corporation
                                 333 Elm Street
                           Dedham, Massachusetts 02026
                                 (781) 326-4700
            (Name, address and telephone number of Agent For Service)
                                  -------------

                                    Copy to:
                             Thomas A. Wooters, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                                ----------------

If, as a result of stock splits,  stock dividends or similar  transactions,  the
number of securities  purported to be registered on this Registration  Statement
changes, the provisions of Rule 416 shall apply to this Registration Statement.

<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

Common Stock, par value
$.01 per share                  4,854,135              $6.9375                $33,675,562            $8,890.35
<FN>

(1)      The proposed  maximum offering price per share and the proposed maximum
         aggregate  offering  price have been  estimated  solely for  purpose of
         calculating the amount of the registration fee in accordance with Rules
         457(c) and 457(h) under the Securities Act of 1933, as amended,  on the
         basis of the average of the high and low prices of the Common  Stock on
         the New York Stock Exchange on August 7, 2000.
</FN>
</TABLE>
<PAGE>

     PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Insofar as additional securities are being registered of the same class
as other  securities  for  which a  registration  statement  filed on this  form
relating to an employee  benefit plan is effective,  in accordance  with General
Instruction E to the Registration Statement on Form S-8, LoJack Corporation (the
"Company")  hereby  incorporates  by  reference  the  contents of the  Company's
Registration Statement No. 33-86614 on Form S-8 as filed with the Securities and
Exchange  Commission on November 22, 1994 and omits the information  required by
Part II from this registration  statement,  other than Item 3, Item 5 and Item 8
below, which have been updated.

Item 3.  Incorporation of Documents by Reference.

         The following documents,  which have been filed by the Company with the
Commission,   are  incorporated  by  reference  in  and  made  a  part  of  this
registration statement, as of their respective dates:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended February 29, 2000; and

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended May 31, 2000.

         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, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be part  hereof  from the date of filing of such
documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
herein,  or in any subsequently  filed document which also is or is deemed to be
incorporated by reference,  modifies or supersedes such 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.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the shares  offered  hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. As of July 31, 2000,
Thomas A. Wooters, a member of the firm of Sullivan & Worcester LLP, owned 7,795
shares of our common stock.  Mr.  Wooters and other  partners and  associates of
that firm serve as secretary or assistant  secretaries for us and certain of our
subsidiaries.

Item 8.  Exhibits.

      Exhibit No.       Description
      -----------       -----------

         5.1      Opinion of Sullivan & Worcester LLP.

         23.1     Consent of Sullivan & Worcester LLP  (contained in the opinion
                  of Sullivan & Worcester LLP filed herewith as Exhibit 5.1).

         23.2     Consent of Deloitte & Touche LLP.

         24       Power of Attorney.


                                      II-1


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Boston,  Commonwealth of Massachusetts,  on this 11th
day of August, 2000.

                                LOJACK CORPORATION




                                 By: /s/ C. Michael Daley
                                     C. Michael Daley
                                     Chairman of the Board, Chief Executive
                                     Officer and Treasurer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the Company in the capacities and on the date indicated.

Signature                  Capacity                          Date
---------                  --------                          ----


         *            Director, Chairman, Chief
C. Michael Daley      Executive Officer, and Treasurer
                      (Principal Executive Officer)

         *            Director
Robert J. Murray


         *            Director
James A. Daley


         *            Director
Lee T. Sprague


         *            Director
Larry C. Renfro


/s/ Harvey Rosenthal  Director                              August 11, 2000
Harvey Rosenthal


         *            President and Chief Operating
Joseph F. Abely       Officer (Principal Financial
                      and Accounting Officer)

         C. Michael Daley, the undersigned attorney-in-fact, by signing his name
hereto,  does hereby sign and execute this  Registration  Statement on behalf of
the above  indicated  officers  and  directors  thereof  pursuant  to a power of
attorney filed with the Securities and Exchange Commission.


August 11, 2000                         By: /s/ C. Michael Daley
                                            C. Michael Daley, Attorney-in-Fact




<PAGE>



                                  EXHIBIT INDEX

      Exhibit No.       Description
      -----------       -----------

         5.1      Opinion of Sullivan & Worcester LLP.*

         23.1     Consent of Sullivan & Worcester LLP  (contained in the opinion
                  of Sullivan & Worcester LLP filed herewith as Exhibit 5.1).

         23.2     Consent of Deloitte & Touche LLP.*

         24       Power of Attorney.*

*Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 9505}]
{"company-data": {"conformed-name": "LOJACK CORP", "cik": "0000355777", "assigned-sic": "3669", "irs-number": "042664794", "state-of-incorporation": "MA", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43670", "film-number": "696016"}, "business-address": {"street1": "333 ELM ST", "city": "DEBHAM", "state": "MA", "zip": "02026", "phone": "6173264700"}, "mail-address": {"street1": "333 ELM ST", "street2": "333 ELM ST", "city": "DEDHAM", "state": "MA", "zip": "02026"}}
As filed with the Securities and Exchange Commission on August 14, 2000
                                                  Registration No. 333-
===============================================================================

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

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

                               LOJACK CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          Massachusetts                                   04-2664794
 (State or Other Jurisdiction of                      (I.R.S. Employer
  Incorporation or Organization)                     Identification No.)

                                 333 Elm Street
                           Dedham, Massachusetts 02026
           (Address of Principal Executive Offices including zip code)
                                  -------------

                               LoJack Corporation
                    Restated and Amended Stock Incentive Plan
                            (Full title of the plan)

                                 Joseph F. Abely
                      President and Chief Operating Officer
                               LoJack Corporation
                                 333 Elm Street
                           Dedham, Massachusetts 02026
                                 (781) 326-4700
            (Name, address and telephone number of Agent For Service)
                                  -------------

                                    Copy to:
                             Thomas A. Wooters, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                                ----------------

If, as a result of stock splits,  stock dividends or similar  transactions,  the
number of securities  purported to be registered on this Registration  Statement
changes, the provisions of Rule 416 shall apply to this Registration Statement.
CALCULATION OF REGISTRATION FEE

                                                       Proposed           Proposed Maximum
   Title of Securities         Amount to be        Maximum Offering           Aggregate              Amount of
     to be Registered           Registered        Price Per Share(1)      Offering Price(1)      Registration Fee
     ----------------           ----------        ------------------      -----------------      ----------------
Common Stock, par value
$.01 per share                  4,854,135              $6.9375                $33,675,562            $8,890.35
(1)      The proposed  maximum offering price per share and the proposed maximum
         aggregate  offering  price have been  estimated  solely for  purpose of
         calculating the amount of the registration fee in accordance with Rules
         457(c) and 457(h) under the Securities Act of 1933, as amended,  on the
         basis of the average of the high and low prices of the Common  Stock on
         the New York Stock Exchange on August 7, 2000.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Insofar as additional securities are being registered of the same class
as other  securities  for  which a  registration  statement  filed on this  form
relating to an employee  benefit plan is effective,  in accordance  with General
Instruction E to the Registration Statement on Form S-8, LoJack Corporation (the
"Company")  hereby  incorporates  by  reference  the  contents of the  Company's
Registration Statement No. 33-86614 on Form S-8 as filed with the Securities and
Exchange  Commission on November 22, 1994 and omits the information  required by
Part II from this registration  statement,  other than Item 3, Item 5 and Item 8
below, which have been updated.

Item 3.  Incorporation of Documents by Reference.

         The following documents,  which have been filed by the Company with the
Commission,   are  incorporated  by  reference  in  and  made  a  part  of  this
registration statement, as of their respective dates:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended February 29, 2000; and

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended May 31, 2000.

         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, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be part  hereof  from the date of filing of such
documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
herein,  or in any subsequently  filed document which also is or is deemed to be
incorporated by reference,  modifies or supersedes such 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.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the shares  offered  hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. As of July 31, 2000,
Thomas A. Wooters, a member of the firm of Sullivan & Worcester LLP, owned 7,795
shares of our common stock.  Mr.  Wooters and other  partners and  associates of
that firm serve as secretary or assistant  secretaries for us and certain of our
subsidiaries.

Item 8.  Exhibits.

      Exhibit No.       Description
      -----------       -----------

         5.1      Opinion of Sullivan & Worcester LLP.

         23.1     Consent of Sullivan & Worcester LLP  (contained in the opinion
                  of Sullivan & Worcester LLP filed herewith as Exhibit 5.1).

         23.2     Consent of Deloitte & Touche LLP.

         24       Power of Attorney.

                                      II-1
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Boston,  Commonwealth of Massachusetts,  on this 11th
day of August, 2000.

                                LOJACK CORPORATION

                                 By: /s/ C. Michael Daley
                                     C. Michael Daley
                                     Chairman of the Board, Chief Executive
                                     Officer and Treasurer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the Company in the capacities and on the date indicated.

Signature                  Capacity                          Date
---------                  --------                          ----

         *            Director, Chairman, Chief
C. Michael Daley      Executive Officer, and Treasurer
                      (Principal Executive Officer)

         *            Director
Robert J. Murray

         *            Director
James A. Daley

         *            Director
Lee T. Sprague

         *            Director
Larry C. Renfro

/s/ Harvey Rosenthal  Director                              August 11, 2000
Harvey Rosenthal

         *            President and Chief Operating
Joseph F. Abely       Officer (Principal Financial
                      and Accounting Officer)

         C. Michael Daley, the undersigned attorney-in-fact, by signing his name
hereto,  does hereby sign and execute this  Registration  Statement on behalf of
the above  indicated  officers  and  directors  thereof  pursuant  to a power of
attorney filed with the Securities and Exchange Commission.

August 11, 2000                         By: /s/ C. Michael Daley
                                            C. Michael Daley, Attorney-in-Fact
EXHIBIT INDEX

      Exhibit No.       Description
      -----------       -----------

         5.1      Opinion of Sullivan & Worcester LLP.*

         23.1     Consent of Sullivan & Worcester LLP  (contained in the opinion
                  of Sullivan & Worcester LLP filed herewith as Exhibit 5.1).

         23.2     Consent of Deloitte & Touche LLP.*

         24       Power of Attorney.*

*Filed herewith.