AS FILED WITH THE COMMISSION ON AUGUST 31, 1998
                                                REGISTRATION NO. 333-______
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          ---------------------------

                      Johnstown America Industries, Inc.
            (Exact name of registrant as specified in its charter)



               DELAWARE                                25-1672791
               --------                                ----------
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      incorporation or organization)




                          980 North Michigan Avenue
                           CHICAGO, ILLINOIS 60611
                           -----------------------
             (Address of principal executive offices) (zip code)


                Bostrom Seating, Inc. Retirement Savings Plan
                ---------------------------------------------
                           (Full title of the plan)




                             Kenneth M. Tallering
                 Vice President, General Counsel and Secretary
                      Johnstown America Industries, Inc.
                           980 North Michigan Avenue
                            CHICAGO, ILLINOIS 60611
                            -----------------------
                    (Name and address of agent for service)

                                (312) 280-8844
                                --------------
         (Telephone number, including area code, of agent for service)

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange  Commission,  and the registered  securities sold to
participants in the 401(k) plan listed above will be original issue securities.

<PAGE>
                        CALCULATION OF REGISTRATION FEE


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

TITLE OF SECURITIES            AMOUNT TO BE     PROPOSED MAXIMUM               PROPOSED MAXIMUM           AMOUNT OF 
TO BE REGISTERED (1)           REGISTERED (1)   OFFERING PRICE PER SHARE (2)   AGGREGATE OFFERING PRICE   REGISTRATION FEE
----------------------------   --------------   ----------------------------   ------------------------   ----------------

Common Stock, $.01 par value   75,000 shares          $11.125                    $834,375                    $246.15
----------------------------   --------------   ----------------------------    -----------------------   ----------------

</TABLE>

(1)   In  addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
      this  Registration  Statement  also  covers  an  indeterminate  amount  of
      interests  to be offered or sold  pursuant to the  employee  benefit  plan
      described herein.

(2)   Estimated  pursuant to Rule 457(h) under the Securities Act of 1933 solely
      for the purpose of calculating  the amount of the  registration  fee based
      upon the average of the high and low sales  prices  reported for shares of
      the Common Stock on the Nasdaq Stock Market on August 28, 1998.



<PAGE>


                                    PART I.

               INFORMATION REQUIRED IN 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  into this  Registration
Statement  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 THIS REGISTRATION STATEMENT

ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE

      Johnstown  America  Industries,  Inc.  (the  "Company")  and  the  Bostrom
Seating,  Inc.  Retirement  Savings Plan (the  "Plan")  hereby  incorporate  the
following documents herein by reference:

      (a) The Company's  Annual Report on Form 10-K for year ended  December 31,
1997;

      (b) The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
March 31, 1998;

      (C) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998;

      (d) The Company's Current Report on Form 8-K dated April 3, 1998;

      (e) All other  reports  filed by the  Company  and the Plans  pursuant  to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), on or after December 31, 1997; and

      (f) The  description  of the  Company's  Common  Stock,  $.01  par  value,
contained in the Company's  registration statement on Form 8-A filed pursuant to
Section  12(g) of the  Exchange  Act,  dated May 27,  1993,  as  amended  by the
Company's  amendment on Form 8 dated July 13,  1993,  including  any  subsequent
amendment  or any  report  or other  filing  with the  Securities  and  Exchange
Commission (the "SEC") updating such description.

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


ITEM 4 DESCRIPTION OF SECURITIES

      Not Applicable.



<PAGE>



ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The  Company  is a  Delaware  corporation.  Reference  is made to  Section
102(b)(7) of the Delaware General  Corporation Law (the "GCL"),  which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's  fiduciary duty,  except (i) for any breach of the director's duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii)  pursuant  to section 174 of the GCL  (providing  for  liability  of
directors  for  unlawful  payment of dividends  or unlawful  stock  purchases or
redemptions)  or (iv) for any  transaction  from  which a  director  derived  an
improper personal benefit.  Item EIGHTH of the Company's Restated Certificate of
Incorporation  eliminates the liability of directors to the extent  permitted by
Section 102(b)(7) of the GCL.

      Section 145 of the GCL  provides  that a  corporation  may  indemnify  any
person  who,  by reason of the fact that  such  person is or was a  director  or
officer of such  corporation,  is made (or  threatened to be made) a party to an
action  other  than one  brought  by or on  behalf of the  corporation,  against
reasonable expenses (including attorneys' fees), judgments, fines and settlement
payments,  if such  person  acted in good  faith and in a manner  he  reasonably
believed to be in or not opposed to the best interests of such  corporation and,
in criminal actions, in addition, had no reasonable cause to believe his conduct
was   unlawful.   In  the  case  of  actions  on  behalf  of  the   corporation,
indemnification  may extend only to reasonable  expenses  (including  attorneys'
fees) and only if such person acted in good faith and in a manner he  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
provided that no such indemnification is permitted in respect of any claim as to
which such person is adjudged  liable to such  corporation  except to the extent
that a court  otherwise  provides.  To the  extent  that  such  person  has been
successful in defending any action (even one on behalf of the  corporation),  he
is entitled to indemnification  for reasonable  expenses  (including  attorneys'
fees).

      Article  VIII of the By-Laws of the Company  provides,  in general  terms,
that  officers,  directors,   employees,  agents  and  other  persons  shall  be
indemnified  against all losses that may be incurred by them in connection  with
any claim or legal  action in which  they  become  involved  by reasons of their
service as an officer, director, employee, or agent of the Company, if they meet
certain specified conditions.

      The Plan provides that,  except as otherwise  provided by law, the members
of the committee appointed by the board of directors of Bostrom Seating, Inc. to
administer the Plan (the "Committee") shall be free from all liability for their
acts and  omissions  (except  willful  misconduct  or gross  negligence)  in the
administration  of the Plan,  and all  members of the  Committee  shall be fully
indemnified by Bostrom Seating, Inc. with respect to any such administration.

ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.


ITEM 8 EXHIBITS

      4.1  Form of certificate  for the Company's  Common Stock,  par value $.01
           per  share  (filed  as  Exhibit  4.1  to the  Company's  Registration
           Statement  on Form S-1 (No.  33-63132)  and  incorporated  herein  by
           reference)

      5.1  Opinion  of  Winston & Strawn as to the  legality  of the  securities
           offered under the Bostrom Seating, Inc. Retirement Savings Plan

      23.1 Consent of Arthur Andersen LLP

      23.2 Consent of Winston & Strawn (included in Exhibit 5.1 hereto)

      24.1 Powers of Attorney (included on the signature page hereof)

<PAGE>

      The  undersigned  Company  hereby  undertakes  that it will  submit or has
submitted the Plan and any  amendment  thereto to the Internal  Revenue  Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan under Section 401 of the Internal  Revenue Code
of 1986, as amended.

ITEM 9 UNDERTAKINGS

      (a)  The undersigned Company hereby undertakes:

           (1) 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.  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 and of the
           estimated  maximum  offering  range may be  reflected  in the form of
           prospectus  filed with the Commission  pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           20 percent change in the maximum  aggregate  offering price set forth
           in the  "Calculation  of  Registration  Fee"  table in the  effective
           registration statement; and

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

      PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  of this
      section do not apply if the  registration  statement is on Form S-3,  Form
      S-8 or  Form  F-3,  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 Company  pursuant
      to Section 13 or Section  15(d) of the Exchange Act that are  incorporated
      by reference in this Registration Statement.

           (2) 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.

           (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  Company hereby further  undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Exchange Act (and,  where  applicable,  each filing of the annual  report of the
employee  benefit  plans  pursuant to 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.

<PAGE>


      (C)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act 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 Securities 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  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, as amended,
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  Chicago,  Illinois  on the 31 day of August,
1998.

                                          Johnstown America Industries, Inc.
                                                   /S/ THOMAS M. BEGAL
                                          ----------------------------------
                                          By:      Thomas M. Begel

                                          Thomas M. Begel
                                          Chairman of the Board, President and
                                          Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints Thomas M. Begel,  Andrew M. Weller and Kenneth M.
Tallering  and each of them (with full power to each of them to act alone),  his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including 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 might or could do in person,  hereby  ratifying  and
confirming  all said  attorneys-in-fact  and  agents,  or any of them,  or their
substitutes, may lawfully do or cause to be done by virtue hereof.

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


SIGNATURE                     TITLE                             DATE
---------                     -----                             ----

 /S/ THOMAS M. BEGEL          Chairman of the Board,            August 31, 1998
-------------------------     President and Chief Executive
Thomas M. Begel               Officer
                              (Principal Executive Officer)

 /S/ ANDREW M. WELLER         Director, Executive Vice          August 31, 1998
--------------------------    President and Chief Financial
Andrew M. Weller              Officer (Principal Financial and
                              Principal Accounting Officer)

 /S/ CAMILLO SANTOMERO        Director                          August 31, 1998
--------------------------
Camillo Santomero


 /S/ R. PHILIP SILVER         Director                          August 31, 1998
--------------------------
R. Philip Silver


 /S/ FRANCIS A. STROBLE       Director                          August 31, 1998
--------------------------
Francis A. Stroble



<PAGE>



           Pursuant  to the  requirements  of the  Securities  Act of  1933,  as
amended,  the  undersigned (or other persons who administer the Plans) have duly
caused  this  Registration  Statement  to be  signed  on  their  behalf  by  the
undersigned,  thereunto  duly  authorized  in the City of  Chicago,  Illinois on
August 31, 1998.


                                      THE BOSTROM SEATING, INC.
                                      RETIREMENT SAVINGS PLAN

                                      By:   Administrative Committee for the
                                            Bostrom Seating, Inc. Retirement
                                            Savings Plan, as Plan Administrator


                                            By:    /S/ ANTHONY WARMUS
                                            --------------------------
                                            Name: Anthony Warmus
                                            Title:Director of Accounting



<PAGE>



                                 EXHIBIT INDEX



      EXHIBIT
      NUMBER                        DESCRIPTION

       4.1 Form of certificate  for the Company's  Common Stock,  par value $.01
           per  share  (filed  as  Exhibit  4.1  to the  Company's  Registration
           Statement  on Form S-1 (No.  33-63132)  and  incorporated  herein  by
           reference)

       5.1 Opinion of  Winston & Strawn as to the  legality  of the  securities
           offered under the Bostrom Seating, Inc. Retirement Savings Plan

      23.1 Consent of Arthur Andersen LLP

      23.2 Consent of Winston & Strawn (included in Exhibit 5.1 hereto)

      24.1 Powers of Attorney (included on the signature page hereof)
[{"type": "S-8", "sequence": "1", "description": "BOSTROM SEATING RETIRMENT SAVINGS PLAN FORM S-8", "secsgml_size_bytes": 21001}]
{"company-data": {"conformed-name": "JOHNSTOWN AMERICA INDUSTRIES INC", "cik": "0000906114", "assigned-sic": "3743", "irs-number": "251672791", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62525", "film-number": "98701228"}, "business-address": {"street1": "980 N MICHIGAN AVE STE 1000", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3122808844"}, "mail-address": {"street1": "980 NORTH MICHIGAN AVENUE", "street2": "SUITE 1000", "city": "CHICAGO", "state": "IL", "zip": "60611"}}
AS FILED WITH THE COMMISSION ON AUGUST 31, 1998
                                                REGISTRATION NO. 333-______
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          ---------------------------

                      Johnstown America Industries, Inc.
            (Exact name of registrant as specified in its charter)

               DELAWARE                                25-1672791
               --------                                ----------
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      incorporation or organization)

                          980 North Michigan Avenue
                           CHICAGO, ILLINOIS 60611
                           -----------------------
             (Address of principal executive offices) (zip code)

                Bostrom Seating, Inc. Retirement Savings Plan
                ---------------------------------------------
                           (Full title of the plan)

                             Kenneth M. Tallering
                 Vice President, General Counsel and Secretary
                      Johnstown America Industries, Inc.
                           980 North Michigan Avenue
                            CHICAGO, ILLINOIS 60611
                            -----------------------
                    (Name and address of agent for service)

                                (312) 280-8844
                                --------------
         (Telephone number, including area code, of agent for service)

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange  Commission,  and the registered  securities sold to
participants in the 401(k) plan listed above will be original issue securities.
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES            AMOUNT TO BE     PROPOSED MAXIMUM               PROPOSED MAXIMUM           AMOUNT OF 
TO BE REGISTERED (1)           REGISTERED (1)   OFFERING PRICE PER SHARE (2)   AGGREGATE OFFERING PRICE   REGISTRATION FEE
----------------------------   --------------   ----------------------------   ------------------------   ----------------

Common Stock, $.01 par value   75,000 shares          $11.125                    $834,375                    $246.15
----------------------------   --------------   ----------------------------    -----------------------   ----------------
(1)   In  addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
      this  Registration  Statement  also  covers  an  indeterminate  amount  of
      interests  to be offered or sold  pursuant to the  employee  benefit  plan
      described herein.

(2)   Estimated  pursuant to Rule 457(h) under the Securities Act of 1933 solely
      for the purpose of calculating  the amount of the  registration  fee based
      upon the average of the high and low sales  prices  reported for shares of
      the Common Stock on the Nasdaq Stock Market on August 28, 1998.
PART I.

               INFORMATION REQUIRED IN 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  into this  Registration
Statement  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 THIS REGISTRATION STATEMENT

ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE

      Johnstown  America  Industries,  Inc.  (the  "Company")  and  the  Bostrom
Seating,  Inc.  Retirement  Savings Plan (the  "Plan")  hereby  incorporate  the
following documents herein by reference:

      (a) The Company's  Annual Report on Form 10-K for year ended  December 31,
1997;

      (b) The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
March 31, 1998;

      (C) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998;

      (d) The Company's Current Report on Form 8-K dated April 3, 1998;

      (e) All other  reports  filed by the  Company  and the Plans  pursuant  to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), on or after December 31, 1997; and

      (f) The  description  of the  Company's  Common  Stock,  $.01  par  value,
contained in the Company's  registration statement on Form 8-A filed pursuant to
Section  12(g) of the  Exchange  Act,  dated May 27,  1993,  as  amended  by the
Company's  amendment on Form 8 dated July 13,  1993,  including  any  subsequent
amendment  or any  report  or other  filing  with the  Securities  and  Exchange
Commission (the "SEC") updating such description.

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

ITEM 4 DESCRIPTION OF SECURITIES

      Not Applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The  Company  is a  Delaware  corporation.  Reference  is made to  Section
102(b)(7) of the Delaware General  Corporation Law (the "GCL"),  which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's  fiduciary duty,  except (i) for any breach of the director's duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii)  pursuant  to section 174 of the GCL  (providing  for  liability  of
directors  for  unlawful  payment of dividends  or unlawful  stock  purchases or
redemptions)  or (iv) for any  transaction  from  which a  director  derived  an
improper personal benefit.  Item EIGHTH of the Company's Restated Certificate of
Incorporation  eliminates the liability of directors to the extent  permitted by
Section 102(b)(7) of the GCL.

      Section 145 of the GCL  provides  that a  corporation  may  indemnify  any
person  who,  by reason of the fact that  such  person is or was a  director  or
officer of such  corporation,  is made (or  threatened to be made) a party to an
action  other  than one  brought  by or on  behalf of the  corporation,  against
reasonable expenses (including attorneys' fees), judgments, fines and settlement
payments,  if such  person  acted in good  faith and in a manner  he  reasonably
believed to be in or not opposed to the best interests of such  corporation and,
in criminal actions, in addition, had no reasonable cause to believe his conduct
was   unlawful.   In  the  case  of  actions  on  behalf  of  the   corporation,
indemnification  may extend only to reasonable  expenses  (including  attorneys'
fees) and only if such person acted in good faith and in a manner he  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
provided that no such indemnification is permitted in respect of any claim as to
which such person is adjudged  liable to such  corporation  except to the extent
that a court  otherwise  provides.  To the  extent  that  such  person  has been
successful in defending any action (even one on behalf of the  corporation),  he
is entitled to indemnification  for reasonable  expenses  (including  attorneys'
fees).

      Article  VIII of the By-Laws of the Company  provides,  in general  terms,
that  officers,  directors,   employees,  agents  and  other  persons  shall  be
indemnified  against all losses that may be incurred by them in connection  with
any claim or legal  action in which  they  become  involved  by reasons of their
service as an officer, director, employee, or agent of the Company, if they meet
certain specified conditions.

      The Plan provides that,  except as otherwise  provided by law, the members
of the committee appointed by the board of directors of Bostrom Seating, Inc. to
administer the Plan (the "Committee") shall be free from all liability for their
acts and  omissions  (except  willful  misconduct  or gross  negligence)  in the
administration  of the Plan,  and all  members of the  Committee  shall be fully
indemnified by Bostrom Seating, Inc. with respect to any such administration.

ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.

ITEM 8 EXHIBITS

      4.1  Form of certificate  for the Company's  Common Stock,  par value $.01
           per  share  (filed  as  Exhibit  4.1  to the  Company's  Registration
           Statement  on Form S-1 (No.  33-63132)  and  incorporated  herein  by
           reference)

      5.1  Opinion  of  Winston & Strawn as to the  legality  of the  securities
           offered under the Bostrom Seating, Inc. Retirement Savings Plan

      23.1 Consent of Arthur Andersen LLP

      23.2 Consent of Winston & Strawn (included in Exhibit 5.1 hereto)

      24.1 Powers of Attorney (included on the signature page hereof)
The  undersigned  Company  hereby  undertakes  that it will  submit or has
submitted the Plan and any  amendment  thereto to the Internal  Revenue  Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan under Section 401 of the Internal  Revenue Code
of 1986, as amended.

ITEM 9 UNDERTAKINGS

      (a)  The undersigned Company hereby undertakes:

           (1) 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.  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 and of the
           estimated  maximum  offering  range may be  reflected  in the form of
           prospectus  filed with the Commission  pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           20 percent change in the maximum  aggregate  offering price set forth
           in the  "Calculation  of  Registration  Fee"  table in the  effective
           registration statement; and

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

      PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  of this
      section do not apply if the  registration  statement is on Form S-3,  Form
      S-8 or  Form  F-3,  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 Company  pursuant
      to Section 13 or Section  15(d) of the Exchange Act that are  incorporated
      by reference in this Registration Statement.

           (2) 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.

           (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  Company hereby further  undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Exchange Act (and,  where  applicable,  each filing of the annual  report of the
employee  benefit  plans  pursuant to 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.
(C)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act 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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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  Chicago,  Illinois  on the 31 day of August,
1998.

                                          Johnstown America Industries, Inc.
                                                   /S/ THOMAS M. BEGAL
                                          ----------------------------------
                                          By:      Thomas M. Begel

                                          Thomas M. Begel
                                          Chairman of the Board, President and
                                          Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints Thomas M. Begel,  Andrew M. Weller and Kenneth M.
Tallering  and each of them (with full power to each of them to act alone),  his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including 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 might or could do in person,  hereby  ratifying  and
confirming  all said  attorneys-in-fact  and  agents,  or any of them,  or their
substitutes, may lawfully do or cause to be done by virtue hereof.

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

SIGNATURE                     TITLE                             DATE
---------                     -----                             ----

 /S/ THOMAS M. BEGEL          Chairman of the Board,            August 31, 1998
-------------------------     President and Chief Executive
Thomas M. Begel               Officer
                              (Principal Executive Officer)

 /S/ ANDREW M. WELLER         Director, Executive Vice          August 31, 1998
--------------------------    President and Chief Financial
Andrew M. Weller              Officer (Principal Financial and
                              Principal Accounting Officer)

 /S/ CAMILLO SANTOMERO        Director                          August 31, 1998
--------------------------
Camillo Santomero

 /S/ R. PHILIP SILVER         Director                          August 31, 1998
--------------------------
R. Philip Silver

 /S/ FRANCIS A. STROBLE       Director                          August 31, 1998
--------------------------
Francis A. Stroble
Pursuant  to the  requirements  of the  Securities  Act of  1933,  as
amended,  the  undersigned (or other persons who administer the Plans) have duly
caused  this  Registration  Statement  to be  signed  on  their  behalf  by  the
undersigned,  thereunto  duly  authorized  in the City of  Chicago,  Illinois on
August 31, 1998.

                                      THE BOSTROM SEATING, INC.
                                      RETIREMENT SAVINGS PLAN

                                      By:   Administrative Committee for the
                                            Bostrom Seating, Inc. Retirement
                                            Savings Plan, as Plan Administrator

                                            By:    /S/ ANTHONY WARMUS
                                            --------------------------
                                            Name: Anthony Warmus
                                            Title:Director of Accounting
EXHIBIT INDEX

      EXHIBIT
      NUMBER                        DESCRIPTION

       4.1 Form of certificate  for the Company's  Common Stock,  par value $.01
           per  share  (filed  as  Exhibit  4.1  to the  Company's  Registration
           Statement  on Form S-1 (No.  33-63132)  and  incorporated  herein  by
           reference)

       5.1 Opinion of  Winston & Strawn as to the  legality  of the  securities
           offered under the Bostrom Seating, Inc. Retirement Savings Plan

      23.1 Consent of Arthur Andersen LLP

      23.2 Consent of Winston & Strawn (included in Exhibit 5.1 hereto)

      24.1 Powers of Attorney (included on the signature page hereof)