Registration No: 333-564

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

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

            INDIANA                                       38-2252096
(State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                      Identification No.)

         54 Monument Circle, Suite 600
              Indianapolis, Indiana                            46204
(Address of Principal Executive Offices)                    (Zip Code)

                      FINISHMASTER, INC. STOCK OPTION PLAN
                            (Full title of the plan)

               Andre B. Lacy, Chairman and Chief Executive Officer
                               FinishMaster, Inc.
           54 Monument Circle, Suite 600, Indianapolis, Indiana 46204
                     (Name and address of agent for service)

                                 (317) 237-3678
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===============================================================================================
                                                    Proposed Proposed
                                                    maximum  maximum
                                                   offering aggregate           Amount of
Type of securities         Amount to be              price per            offering registration
to be registered           registered             unit (1) price (1)               fee
-----------------------------------------------------------------------------------------------

<S>                        <C>              <C>               <C>                 <C>
Common Stock,              150,000          $5.875            $881,250.00         $245.00
without par value          shares (2)

===============================================================================================
</TABLE>

(1)      Estimated  solely for the purpose of calculating the  registration  fee
         and  based on  average  of the high and low sales  prices  per share of
         Common Stock of  FinishMaster,  Inc. on August 16, 1999, as reported by
         the Nasdaq SmallCap Market, pursuant to Rule 457(h)(1) and Rule 457(c)

(2)      Any additional shares of Common Stock to be issued as a result of stock
         dividends,  stock splits, or similar  transactions  shall be covered by
         this Registration Statement as provided in Rule 416.


<PAGE>

         The Contents of the Registration  Statement for the FinishMaster,  Inc.
Stock Option Plan filed on a  Registration  Statement on Form S-8 (No.  333-564)
are incorporated herein by this reference.



                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to participants  in the  FinishMaster,  Inc. Stock Option Plan (the "Plan"),  as
specified  in  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"1933  Act").  Such  document(s)  are not being  filed with the  Commission  but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") by FinishMaster,  Inc. (the "Company") pursuant to
the Securities  Exchange Act of 1934 (the "Exchange  Act") are  incorporated  by
reference in this Registration Statement.

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended December 31, 1998.

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         quarters ended March 31, 1999 and June 30, 1999.

                  (c) The Company's  definitive proxy statement,  dated April 9,
         1999,  filed  pursuant to Section 14 of the Exchange Act, in connection
         with the annual meeting of its shareholders held April 29, 1999.

                  (d) The  description  of the  Common  Stock  contained  in its
         registration  statement  pursuant to Section 12(g) of the Exchange Act,
         SEC File No.  0-23222,  and all  amendments  or  reports  filed for the
         purpose of updating such description.

                  (e) All reports and other documents  subsequently filed by the
         Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
         Act, prior to the filing of a post-effective  amendment which indicates
         that all securities  offered hereby have been sold or which deregisters
         all  securities  then remaining  unsold,  as of the date of filing such
         documents.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  following  discussion  of the  indemnification  provisions  of the
Indiana Business Corporation Law (Indiana Code ss. 23-1-37) (the "IBCL"),  which
applies  to the  Company,  is a  summary,  is not meant to be  complete,  and is
qualified in its entirety by reference to the IBCL.

         The IBCL authorizes a corporation to indemnify its directors, officers,
employees  and agents  against  expenses in certain  proceedings  provided  such
person  (i)  acted in good  faith,  (ii)  reasonably  believed  if  acting in an
official capacity, that his conduct was in the best interest of the corporation,
or in all  other  cases,  that his  conduct  was at  least  not  opposed  to the
corporation's best interest,  and (iii) in the case of criminal  proceedings the
individual had reasonable  cause to believe that his conduct was lawful,  or had
no reasonable cause to believe that his conduct was unlawful.  The IBCL provides
further that a corporation shall indemnify its directors,  officers,  employees,
and agents  who are  wholly  successful,  on the  merits or  otherwise,  against
expenses in the defense of such proceedings.  The IBCL provides,  however,  that
this indemnification should not be deemed exclusive of any other indemnification
rights provided by the Articles of Incorporation,  By-Laws,  resolution or other
authorizations  adopted by a majority  vote of the voting shares then issued and
outstanding.

         Under  the same  statute,  an  Indiana  corporation  may  purchase  and
maintain insurance on behalf of any person who is or was a director, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee or agent of another  enterprise  against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of the IBCL.

         Section  8.08,  Clause (b) of  Article 8 of the  Amended  and  Restated
Articles of Incorporation, as amended, of the Company provides as follows:

         Clause (b).  Indemnification  of Corporate Persons and Related Matters.
The following  provisions  apply to the  indemnification  by the  Corporation of
Corporate Persons and matters related thereto:

                  (i) Indemnification Standards. The Corporation shall indemnify
         any person who was or is a party or is threatened to be made a party to
         any  threatened,  pending  or  completed  action,  suit or  proceeding,
         whether civil or criminal,  administrative or investigative,  formal or
         informal  (an  "Action"),  by  reason  of the fact  that he is or was a
         Corporate Person of the Corporation or is or was serving at the request
         of the Corporation as a Corporate Person, partner, trustee or member or
         in another authorized capacity (collectively, an "Authorized Capacity")
         of or for another Legal Entity,  whether or not organized or formed for
         profit  (collectively,  "Another Entity"),  against expenses (including
         attorneys'  fees)  ("Expenses")  and  judgments,  penalties,  fines and
         amounts paid in settlement  actually and reasonably  incurred by him in
         connection  with such  Action,  if such person (1) acted in good faith,
         (2)  acted in a manner  he  reasonably  believed  (A) with  respect  to
         actions as a  Corporate  Person of the  Corporation,  to be in the best
         interests  of the  Corporation,  or (B) with  respect  to actions in an
         Authorized  Capacity of or for Another  Entity,  was not opposed to the
         best interests of the Corporation, and (3) with respect to any criminal
         Action,  either (A) had  reasonable  cause to believe  his  conduct was
         lawful,  or (B) had no  reasonable  cause to believe  his  conduct  was
         unlawful. The termination of any Action by judgment, order, settlement,
         conviction, or upon a plea of nolo contendere or its equivalent,  shall
         not,  of  itself,  be  determinative  that the  person did not meet the
         standards  for  indemnification  set forth in this  Clause  (b)(i) (the
         "Indemnification Standards").

                  (ii) Indemnification in Successfully  Defended Actions. To the
         extent  that  a  person  who  is  or  was a  Corporate  Person  of  the
         Corporation,  or is or was serving at the request of the Corporation in
         an Authorized Capacity of or for Another Entity, has been successful on
         the merits or  otherwise  in the  defense of any Action  referred to in
         Clause (b)(i) above, or in the defense of any claim, issue or matter in
         any such Action,  the Corporation  shall indemnify him against Expenses
         actually and reasonably incurred by him in connection therewith.

                  (iii)  Indemnification  Procedure.  Unless ordered by a court,
         any  indemnification  of any person under Clause  (b)(i) above shall be
         made by the Corporation  only as authorized in the specific case upon a
         determination  that  indemnification  of such  person  is proper in the
         circumstances  because  he  met  the  Indemnification  Standards.  Such
         determination  shall be made (1) by the Board,  by a majority vote of a
         quorum  consisting  of Directors who are not at the time parties to the
         Action  involved  ("Parties");  or (2) if a quorum  cannot be  obtained
         under  Subparagraph  (1),  by  a  majority  vote  of a  Committee  duly
         designated by the Board (in which designation Directors who are Parties
         may  participate),  consisting  solely of two or more Directors who are
         not at the time Parties; or (3) by written opinion of independent legal
         counsel (A) selected by the Board or Committee in the manner prescribed
         in Subparagraphs (1) or (2), respectively, or (B) if a quorum cannot be
         obtained and a Committee cannot be designated under  Subparagraphs  (1)
         and (2),  respectively,  selected by a majority  of the full Board,  in
         which selection  Directors who are Parties may  participate;  or (4) by
         the Shareholders who are not at the time Parties,  voting together as a
         single class.

                  (iv) Advances for Expenses.  Expenses  reasonably  incurred in
         defending   an  Action  by  any   person   who  may  be   entitled   to
         indemnification   under  Clause   (b)(i)  above  may  be  paid  by  the
         Corporation  in advance of the final  disposition of such Action if (1)
         such person furnishes the Corporation with (A) a written affirmation of
         his good faith belief that he has met,  and (B) a written  undertaking,
         executed  personally  or on  his  behalf,  to  repay  the  advance  (an
         "Undertaking") if it is ultimately determined that he did not meet, the
         Indemnification  Standards;  and (2) a determination is made, under the
         procedure set forth in Clause (b)(iii) above, that the facts then known
         to those making the  determination  would not preclude  indemnification
         under Clause (b)(i) above. An Undertaking must be an unlimited  general
         obligation  of the person making it, but need not be secured and may be
         accepted by the Corporation  without further reference to such person's
         financial ability to make repayment.

                  (v) Rights Not  Exclusive.  The  indemnification  provided  in
         these Articles (1) shall not be deemed exclusive of any other rights to
         which a person  seeking  indemnification  may be entitled under (A) any
         law,  (B)  the  By-Laws,  (C) any  resolution  of the  Board  or of the
         Shareholders,  (D) any other  authorization,  whenever  adopted,  after
         notice,  by a majority  vote of all Shares  entitled to vote on General
         Voting Matters,  or (E) the articles of incorporation,  code of by-laws
         or  other   governing   documents  or  any   resolution   of  or  other
         authorization  by  the  directors,  shareholders,  partners,  trustees,
         members,  owners or governing body, of Another Entity;  (2) shall inure
         to the  benefit  of the heirs,  executors  and  administrators  of such
         person;  and (3) shall continue as to any such person who has ceased to
         be a  Corporate  Person  of  the  Corporation  or to be  serving  in an
         Authorized Capacity for Another Entity.

                  (vi) Insurance.  The Corporation  shall have power to purchase
         and  maintain  insurance  on  behalf  of  any  person  who  is or was a
         Corporate  Person  of  the  Corporation,  or is or was  serving  at the
         request of the Corporation in an Authorized  Capacity of or for Another
         Entity,  against any liability  asserted against and incurred by him in
         any such capacity, or arising out of his status as such, whether or not
         the  Corporation  would have the power to  indemnify  him against  such
         liability under the provisions of this Clause (b).

                  (vii)  Definition  of  Corporation.  For the  purposes of this
         Clause (b),  references to "the  Corporation"  include any  constituent
         corporation  absorbed in a consolidation or merger (a "Constituent") as
         well as the resulting or surviving  corporation (the "Survivor"),  such
         that any person who is or was a Corporate Person of such a Constituent,
         or is  or  was  serving  at  the  request  of  such  Constituent  in an
         Authorized  Capacity of or for Another Entity,  shall stand in the same
         position  under the  provisions  of this Clause (b) with respect to the
         Survivor as he would if he had served the Survivor,  or at his request,
         in the same capacity.

         The Company maintains directors' and officers' liability insurance with
an annual  aggregate limit of $5,000,000 for the current policy period,  subject
to a $100,000  deductible  at the corporate  level,  for each wrongful act where
corporate  reimbursement  is  available  to any  director or officer,  provided,
however,  that prior to September 16, 1999, any securities claim is subject to a
$250,000 deductible at the corporate level. When corporate  reimbursement is not
available as prescribed by applicable common law, statutory law or the Company's
governing documents,  the insurer will reimburse the directors and officers with
no deductible  with respect to losses  sustained by them for specified  wrongful
acts while acting in their  capacities,  individually or  collectively,  as such
directors or officers.

Item 8.  Exhibits.

                                  EXHIBIT INDEX


Exhibit 5         Opinion of Barnes & Thornburg  with  respect to the legality
                  of the securities registered hereunder.

Exhibit 23-A      Consent of PricewaterhouseCoopers LLP

Exhibit 23-B      Consent of Barnes &  Thornburg  (included  in opinion of
                  counsel filed as Exhibit 5)

Exhibit 24        Powers of Attorney (included in signature page).

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date  hereof (or the most  recent  post-effective
         amendment hereof) 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 the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  section  13 or  section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

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

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the City of Indianapolis, State of Indiana, on August 13, 1999.

                                            FINISHMASTER, INC.


                                            By:   /s/ Andre B. Lacy
                                                  -----------------
                                                  Andre B. Lacy, Chairman
                                                  and Chief Executive Officer

         Each person whose signature  appears below  authorizes Andre B. Lacy to
file  one  or  more  amendments  (including  post-effective  amendments)  to the
registration   statement,   which  amendments  may  make  such  changes  in  the
registration  statement  as he deems  appropriate,  and each such person  hereby
appoints Andre B. Lacy as  attorney-in-fact to execute in the name and on behalf
of each  person  individually,  and in each  capacity  stated  below,  any  such
amendment to the registration statement.

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

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


<S>                                   <C>                           <C>
(1)  Principal Executive Officer


/s/ Andre B. Lacy                     Chairman and Chief             August 13, 1999
Andre B. Lacy                         Executive Officer


(2)  Principal Financial Officer


/s/ Robert R. Millard                 Senior Vice President,         August 13, 1999
Robert R. Millard                     Finance & Chief Financial
                                      Officer


(3)  Principal Accounting Officer


/s/ Robert R. Millard                 Senior Vice President,         August 13, 1999
Robert R. Millard                     Finance & Chief Financial
                                      Officer
</TABLE>





<PAGE>



(4)  A Majority of the Board
     of Directors


/s/ Andre B. Lacy                  Director        August 13, 1999
---------------------------
Andre B. Lacy


/s/ Thomas U. Young                Director        August 13, 1999
---------------------------
Thomas U. Young


/s/ Margot L. Eccles               Director        August 13, 1999
---------------------------
Margot L. Eccles


/s/ Peter L. Frechette             Director        August 16, 1999
---------------------------
Peter L. Frechette


/s/ David W. Knall                 Director        August 13, 1999
---------------------------
David W. Knall


/s/ Michael L. Smith               Director        August 14, 1999
---------------------------
Michael L. Smith


/s/ Walter S. Wiseman              Director        August 13, 1999
---------------------------
Walter S. Wiseman


/s/ Wes Dearbaugh                  Director        August 13, 1999
---------------------------
Wes Dearbaugh
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Registration No: 333-564

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

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

            INDIANA                                       38-2252096
(State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                      Identification No.)

         54 Monument Circle, Suite 600
              Indianapolis, Indiana                            46204
(Address of Principal Executive Offices)                    (Zip Code)

                      FINISHMASTER, INC. STOCK OPTION PLAN
                            (Full title of the plan)

               Andre B. Lacy, Chairman and Chief Executive Officer
                               FinishMaster, Inc.
           54 Monument Circle, Suite 600, Indianapolis, Indiana 46204
                     (Name and address of agent for service)

                                 (317) 237-3678
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                                    Proposed Proposed
                                                    maximum  maximum
                                                   offering aggregate           Amount of
Type of securities         Amount to be              price per            offering registration
to be registered           registered             unit (1) price (1)               fee
-----------------------------------------------------------------------------------------------
Common Stock,              150,000          $5.875            $881,250.00         $245.00
without par value          shares (2)

===============================================================================================
(1)      Estimated  solely for the purpose of calculating the  registration  fee
         and  based on  average  of the high and low sales  prices  per share of
         Common Stock of  FinishMaster,  Inc. on August 16, 1999, as reported by
         the Nasdaq SmallCap Market, pursuant to Rule 457(h)(1) and Rule 457(c)

(2)      Any additional shares of Common Stock to be issued as a result of stock
         dividends,  stock splits, or similar  transactions  shall be covered by
         this Registration Statement as provided in Rule 416.
The Contents of the Registration  Statement for the FinishMaster,  Inc.
Stock Option Plan filed on a  Registration  Statement on Form S-8 (No.  333-564)
are incorporated herein by this reference.

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to participants  in the  FinishMaster,  Inc. Stock Option Plan (the "Plan"),  as
specified  in  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"1933  Act").  Such  document(s)  are not being  filed with the  Commission  but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") by FinishMaster,  Inc. (the "Company") pursuant to
the Securities  Exchange Act of 1934 (the "Exchange  Act") are  incorporated  by
reference in this Registration Statement.

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended December 31, 1998.

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         quarters ended March 31, 1999 and June 30, 1999.

                  (c) The Company's  definitive proxy statement,  dated April 9,
         1999,  filed  pursuant to Section 14 of the Exchange Act, in connection
         with the annual meeting of its shareholders held April 29, 1999.

                  (d) The  description  of the  Common  Stock  contained  in its
         registration  statement  pursuant to Section 12(g) of the Exchange Act,
         SEC File No.  0-23222,  and all  amendments  or  reports  filed for the
         purpose of updating such description.

                  (e) All reports and other documents  subsequently filed by the
         Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
         Act, prior to the filing of a post-effective  amendment which indicates
         that all securities  offered hereby have been sold or which deregisters
         all  securities  then remaining  unsold,  as of the date of filing such
         documents.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  following  discussion  of the  indemnification  provisions  of the
Indiana Business Corporation Law (Indiana Code ss. 23-1-37) (the "IBCL"),  which
applies  to the  Company,  is a  summary,  is not meant to be  complete,  and is
qualified in its entirety by reference to the IBCL.

         The IBCL authorizes a corporation to indemnify its directors, officers,
employees  and agents  against  expenses in certain  proceedings  provided  such
person  (i)  acted in good  faith,  (ii)  reasonably  believed  if  acting in an
official capacity, that his conduct was in the best interest of the corporation,
or in all  other  cases,  that his  conduct  was at  least  not  opposed  to the
corporation's best interest,  and (iii) in the case of criminal  proceedings the
individual had reasonable  cause to believe that his conduct was lawful,  or had
no reasonable cause to believe that his conduct was unlawful.  The IBCL provides
further that a corporation shall indemnify its directors,  officers,  employees,
and agents  who are  wholly  successful,  on the  merits or  otherwise,  against
expenses in the defense of such proceedings.  The IBCL provides,  however,  that
this indemnification should not be deemed exclusive of any other indemnification
rights provided by the Articles of Incorporation,  By-Laws,  resolution or other
authorizations  adopted by a majority  vote of the voting shares then issued and
outstanding.

         Under  the same  statute,  an  Indiana  corporation  may  purchase  and
maintain insurance on behalf of any person who is or was a director, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee or agent of another  enterprise  against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of the IBCL.

         Section  8.08,  Clause (b) of  Article 8 of the  Amended  and  Restated
Articles of Incorporation, as amended, of the Company provides as follows:

         Clause (b).  Indemnification  of Corporate Persons and Related Matters.
The following  provisions  apply to the  indemnification  by the  Corporation of
Corporate Persons and matters related thereto:

                  (i) Indemnification Standards. The Corporation shall indemnify
         any person who was or is a party or is threatened to be made a party to
         any  threatened,  pending  or  completed  action,  suit or  proceeding,
         whether civil or criminal,  administrative or investigative,  formal or
         informal  (an  "Action"),  by  reason  of the fact  that he is or was a
         Corporate Person of the Corporation or is or was serving at the request
         of the Corporation as a Corporate Person, partner, trustee or member or
         in another authorized capacity (collectively, an "Authorized Capacity")
         of or for another Legal Entity,  whether or not organized or formed for
         profit  (collectively,  "Another Entity"),  against expenses (including
         attorneys'  fees)  ("Expenses")  and  judgments,  penalties,  fines and
         amounts paid in settlement  actually and reasonably  incurred by him in
         connection  with such  Action,  if such person (1) acted in good faith,
         (2)  acted in a manner  he  reasonably  believed  (A) with  respect  to
         actions as a  Corporate  Person of the  Corporation,  to be in the best
         interests  of the  Corporation,  or (B) with  respect  to actions in an
         Authorized  Capacity of or for Another  Entity,  was not opposed to the
         best interests of the Corporation, and (3) with respect to any criminal
         Action,  either (A) had  reasonable  cause to believe  his  conduct was
         lawful,  or (B) had no  reasonable  cause to believe  his  conduct  was
         unlawful. The termination of any Action by judgment, order, settlement,
         conviction, or upon a plea of nolo contendere or its equivalent,  shall
         not,  of  itself,  be  determinative  that the  person did not meet the
         standards  for  indemnification  set forth in this  Clause  (b)(i) (the
         "Indemnification Standards").

                  (ii) Indemnification in Successfully  Defended Actions. To the
         extent  that  a  person  who  is  or  was a  Corporate  Person  of  the
         Corporation,  or is or was serving at the request of the Corporation in
         an Authorized Capacity of or for Another Entity, has been successful on
         the merits or  otherwise  in the  defense of any Action  referred to in
         Clause (b)(i) above, or in the defense of any claim, issue or matter in
         any such Action,  the Corporation  shall indemnify him against Expenses
         actually and reasonably incurred by him in connection therewith.

                  (iii)  Indemnification  Procedure.  Unless ordered by a court,
         any  indemnification  of any person under Clause  (b)(i) above shall be
         made by the Corporation  only as authorized in the specific case upon a
         determination  that  indemnification  of such  person  is proper in the
         circumstances  because  he  met  the  Indemnification  Standards.  Such
         determination  shall be made (1) by the Board,  by a majority vote of a
         quorum  consisting  of Directors who are not at the time parties to the
         Action  involved  ("Parties");  or (2) if a quorum  cannot be  obtained
         under  Subparagraph  (1),  by  a  majority  vote  of a  Committee  duly
         designated by the Board (in which designation Directors who are Parties
         may  participate),  consisting  solely of two or more Directors who are
         not at the time Parties; or (3) by written opinion of independent legal
         counsel (A) selected by the Board or Committee in the manner prescribed
         in Subparagraphs (1) or (2), respectively, or (B) if a quorum cannot be
         obtained and a Committee cannot be designated under  Subparagraphs  (1)
         and (2),  respectively,  selected by a majority  of the full Board,  in
         which selection  Directors who are Parties may  participate;  or (4) by
         the Shareholders who are not at the time Parties,  voting together as a
         single class.

                  (iv) Advances for Expenses.  Expenses  reasonably  incurred in
         defending   an  Action  by  any   person   who  may  be   entitled   to
         indemnification   under  Clause   (b)(i)  above  may  be  paid  by  the
         Corporation  in advance of the final  disposition of such Action if (1)
         such person furnishes the Corporation with (A) a written affirmation of
         his good faith belief that he has met,  and (B) a written  undertaking,
         executed  personally  or on  his  behalf,  to  repay  the  advance  (an
         "Undertaking") if it is ultimately determined that he did not meet, the
         Indemnification  Standards;  and (2) a determination is made, under the
         procedure set forth in Clause (b)(iii) above, that the facts then known
         to those making the  determination  would not preclude  indemnification
         under Clause (b)(i) above. An Undertaking must be an unlimited  general
         obligation  of the person making it, but need not be secured and may be
         accepted by the Corporation  without further reference to such person's
         financial ability to make repayment.

                  (v) Rights Not  Exclusive.  The  indemnification  provided  in
         these Articles (1) shall not be deemed exclusive of any other rights to
         which a person  seeking  indemnification  may be entitled under (A) any
         law,  (B)  the  By-Laws,  (C) any  resolution  of the  Board  or of the
         Shareholders,  (D) any other  authorization,  whenever  adopted,  after
         notice,  by a majority  vote of all Shares  entitled to vote on General
         Voting Matters,  or (E) the articles of incorporation,  code of by-laws
         or  other   governing   documents  or  any   resolution   of  or  other
         authorization  by  the  directors,  shareholders,  partners,  trustees,
         members,  owners or governing body, of Another Entity;  (2) shall inure
         to the  benefit  of the heirs,  executors  and  administrators  of such
         person;  and (3) shall continue as to any such person who has ceased to
         be a  Corporate  Person  of  the  Corporation  or to be  serving  in an
         Authorized Capacity for Another Entity.

                  (vi) Insurance.  The Corporation  shall have power to purchase
         and  maintain  insurance  on  behalf  of  any  person  who  is or was a
         Corporate  Person  of  the  Corporation,  or is or was  serving  at the
         request of the Corporation in an Authorized  Capacity of or for Another
         Entity,  against any liability  asserted against and incurred by him in
         any such capacity, or arising out of his status as such, whether or not
         the  Corporation  would have the power to  indemnify  him against  such
         liability under the provisions of this Clause (b).

                  (vii)  Definition  of  Corporation.  For the  purposes of this
         Clause (b),  references to "the  Corporation"  include any  constituent
         corporation  absorbed in a consolidation or merger (a "Constituent") as
         well as the resulting or surviving  corporation (the "Survivor"),  such
         that any person who is or was a Corporate Person of such a Constituent,
         or is  or  was  serving  at  the  request  of  such  Constituent  in an
         Authorized  Capacity of or for Another Entity,  shall stand in the same
         position  under the  provisions  of this Clause (b) with respect to the
         Survivor as he would if he had served the Survivor,  or at his request,
         in the same capacity.

         The Company maintains directors' and officers' liability insurance with
an annual  aggregate limit of $5,000,000 for the current policy period,  subject
to a $100,000  deductible  at the corporate  level,  for each wrongful act where
corporate  reimbursement  is  available  to any  director or officer,  provided,
however,  that prior to September 16, 1999, any securities claim is subject to a
$250,000 deductible at the corporate level. When corporate  reimbursement is not
available as prescribed by applicable common law, statutory law or the Company's
governing documents,  the insurer will reimburse the directors and officers with
no deductible  with respect to losses  sustained by them for specified  wrongful
acts while acting in their  capacities,  individually or  collectively,  as such
directors or officers.

Item 8.  Exhibits.

                                  EXHIBIT INDEX

Exhibit 5         Opinion of Barnes & Thornburg  with  respect to the legality
                  of the securities registered hereunder.

Exhibit 23-A      Consent of PricewaterhouseCoopers LLP

Exhibit 23-B      Consent of Barnes &  Thornburg  (included  in opinion of
                  counsel filed as Exhibit 5)

Exhibit 24        Powers of Attorney (included in signature page).

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date  hereof (or the most  recent  post-effective
         amendment hereof) 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 the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  section  13 or  section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

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

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the City of Indianapolis, State of Indiana, on August 13, 1999.

                                            FINISHMASTER, INC.

                                            By:   /s/ Andre B. Lacy
                                                  -----------------
                                                  Andre B. Lacy, Chairman
                                                  and Chief Executive Officer

         Each person whose signature  appears below  authorizes Andre B. Lacy to
file  one  or  more  amendments  (including  post-effective  amendments)  to the
registration   statement,   which  amendments  may  make  such  changes  in  the
registration  statement  as he deems  appropriate,  and each such person  hereby
appoints Andre B. Lacy as  attorney-in-fact to execute in the name and on behalf
of each  person  individually,  and in each  capacity  stated  below,  any  such
amendment to the registration statement.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                         Title                     Date
         ---------                         -----                     ----
(1)  Principal Executive Officer

/s/ Andre B. Lacy                     Chairman and Chief             August 13, 1999
Andre B. Lacy                         Executive Officer

(2)  Principal Financial Officer

/s/ Robert R. Millard                 Senior Vice President,         August 13, 1999
Robert R. Millard                     Finance & Chief Financial
                                      Officer

(3)  Principal Accounting Officer

/s/ Robert R. Millard                 Senior Vice President,         August 13, 1999
Robert R. Millard                     Finance & Chief Financial
                                      Officer
(4)  A Majority of the Board
     of Directors

/s/ Andre B. Lacy                  Director        August 13, 1999
---------------------------
Andre B. Lacy

/s/ Thomas U. Young                Director        August 13, 1999
---------------------------
Thomas U. Young

/s/ Margot L. Eccles               Director        August 13, 1999
---------------------------
Margot L. Eccles

/s/ Peter L. Frechette             Director        August 16, 1999
---------------------------
Peter L. Frechette

/s/ David W. Knall                 Director        August 13, 1999
---------------------------
David W. Knall

/s/ Michael L. Smith               Director        August 14, 1999
---------------------------
Michael L. Smith

/s/ Walter S. Wiseman              Director        August 13, 1999
---------------------------
Walter S. Wiseman

/s/ Wes Dearbaugh                  Director        August 13, 1999
---------------------------
Wes Dearbaugh