As filed with the Commission on September 25, 1996
                          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)


                     Savings Plan for Salaried Employees of

                          Johnstown America Corporation
                          -----------------------------
                            (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 sales of the registered  securities
to  participants  in the 401(k) plans listed above will be effected  pursuant to
purchases in the open market.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<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      (aggregate offering price     registration fee
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value    300,000 shares         $3.25                         $975,000                      $336

- ------------------------------  --------------    ------------------------      -------------------------     ------------------
</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 September  20,
        1996.


<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 Savings Plan for
Salaried  Employees  of  Johnstown  America   Corporation  (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,
1995;

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996;

     (c) The Company's  Quarterly Report on Form 10-Q for the quarter ended June
30, 1996;

     (d) 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, 1995; and

     (e)  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 Savings Plan for Salaried  Employees of Johnstown  America  Corporation
(the "Plan") provides that, except as otherwise  provided by law, the members of
the  committee  appointed  by  the  board  of  directors  of  Johnstown  America
Corporation  to  administer  the Plan (the  "Committee")  shall be free from all
liability  for  their  acts  and  ommissions   (except  willful   misconduct  or
negligence) in the  administration of the Plan, and all members of the Committee
shall be fully indemnified by Johnstown America  Corporation with respect to any
such adminstration.

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  Savings  Plan  for  Salaried   Employees  of
               Johnstown America Corporation.

      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.


<PAGE>



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;

                      (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.


<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 19th day of September, 1996.

                       Johnstown America Industries, Inc.

                       By:   /s/ 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,           September 19, 1996
- ------------------------   President and Chief Executive
Thomas M. Begel            Officer
                           (Principal Executive Officer)

 /s/ Andrew M. Weller      Director, Executive Vice         September 19, 1996
- ------------------------   President and Chief Financial
Andrew M. Weller           Officer (Principal Financial and
                           Principal Accounting Officer)

 /s/ Camillo Santomero     Director                         September 19, 1996
- ------------------------
Camillo Santomero

 /s/ R. Philip Silver      Director                         September 19, 1996
- ------------------------
R. Philip Silver

 /s/ Francis A. Stroble    Director                         September 19, 1996
- ------------------------
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 September  19,
1996.


                                  SAVINGS PLAN FOR SALARIED
                                  EMPLOYEES OF
                                  JOHNSTOWN AMERICA CORPORATION

                                  By: Administrative Committee for the Savings
                                  Plan for Salaried Employees of
                                  Johnstown America Corporation,
                                  as Plan Administrator

                                  By:    \s\ David W. Riesmeyer
                                         ----------------------
                                  Name:   David W. Riesmeyer
                                  Title:  Assistant Treasurer




<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  Savings  Plan  for  Salaried   Employees  of
             Johnstown America Corporation.

      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": "JAC SAVING PLAN FOR SAL. EMPYS FORM S-8", "secsgml_size_bytes": 20375}]
{"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": "333-12679", "film-number": "96634456"}, "business-address": {"street1": "980 N MICHIGAN AVE STE 1000", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3122808844"}, "mail-address": {"street1": "TRUCK COMPONENTS INC. C/O GUNITE CORP", "street2": "302 PEOPLES AVENUE", "city": "ROCKFORD", "state": "IL", "zip": "61104-7092"}}
As filed with the Commission on September 25, 1996
                          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)

                     Savings Plan for Salaried Employees of

                          Johnstown America Corporation
                          -----------------------------
                            (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 sales of the registered  securities
to  participants  in the 401(k) plans listed above will be effected  pursuant to
purchases in the open market.

                         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      (aggregate offering price     registration fee
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value    300,000 shares         $3.25                         $975,000                      $336

- ------------------------------  --------------    ------------------------      -------------------------     ------------------
(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 September  20,
        1996.
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 Savings Plan for
Salaried  Employees  of  Johnstown  America   Corporation  (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,
1995;

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996;

     (c) The Company's  Quarterly Report on Form 10-Q for the quarter ended June
30, 1996;

     (d) 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, 1995; and

     (e)  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 Savings Plan for Salaried  Employees of Johnstown  America  Corporation
(the "Plan") provides that, except as otherwise  provided by law, the members of
the  committee  appointed  by  the  board  of  directors  of  Johnstown  America
Corporation  to  administer  the Plan (the  "Committee")  shall be free from all
liability  for  their  acts  and  ommissions   (except  willful   misconduct  or
negligence) in the  administration of the Plan, and all members of the Committee
shall be fully indemnified by Johnstown America  Corporation with respect to any
such adminstration.

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  Savings  Plan  for  Salaried   Employees  of
               Johnstown America Corporation.

      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;

                      (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 19th day of September, 1996.

                       Johnstown America Industries, Inc.

                       By:   /s/ 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,           September 19, 1996
- ------------------------   President and Chief Executive
Thomas M. Begel            Officer
                           (Principal Executive Officer)

 /s/ Andrew M. Weller      Director, Executive Vice         September 19, 1996
- ------------------------   President and Chief Financial
Andrew M. Weller           Officer (Principal Financial and
                           Principal Accounting Officer)

 /s/ Camillo Santomero     Director                         September 19, 1996
- ------------------------
Camillo Santomero

 /s/ R. Philip Silver      Director                         September 19, 1996
- ------------------------
R. Philip Silver

 /s/ Francis A. Stroble    Director                         September 19, 1996
- ------------------------
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 September  19,
1996.

                                  SAVINGS PLAN FOR SALARIED
                                  EMPLOYEES OF
                                  JOHNSTOWN AMERICA CORPORATION

                                  By: Administrative Committee for the Savings
                                  Plan for Salaried Employees of
                                  Johnstown America Corporation,
                                  as Plan Administrator

                                  By:    \s\ David W. Riesmeyer
                                         ----------------------
                                  Name:   David W. Riesmeyer
                                  Title:  Assistant Treasurer
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  Savings  Plan  for  Salaried   Employees  of
             Johnstown America Corporation.

      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)