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

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                            __________________

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

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

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

                 Interstate National Dealer Services, Inc.
                            1996 Incentive Plan
                         (Full title of the plan)
                         _________________________

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

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

                                Copies to:

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

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


                      CALCULATION OF REGISTRATION FEE

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

Shares of
Common 
Stock, par
value $.01       300,000        $4.875       $1,462,500        $504




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

<PAGE>
                                  PART I
                                  ______

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

          The documents containing the information specified in the
instructions to Part I of the Form S-8 will be sent or given to
participants in the 1996 Incentive Plan as specified by Rule 428(b)(1). 
In addition, the statement required to be made pursuant to Item 2 of Part
I of the 
Form S-8 shall be contained in the Section 10(a) prospectus. 

                                  PART II
                                  _______

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

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

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

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

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

          4.   All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Trust or the Plan
pursuant to Section 13(a), 13(c) 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement
and to be part thereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any subsequently filed document which
also is, or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement, except as indicated herein.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.          

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, officers, employees and agents of Delaware
corporations in terms sufficiently broad to include indemnification under
certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act.  The Certificate of
Incorporation of the Company provides that the Company shall indemnify its
directors and officers to the fullest extent permitted by Delaware General
Corporation Law.  The Company's By-Laws provide mandatory indemnification
rights to any officer or director of the Company who, by reason of the
fact that he or she is an officer or director of the Company, is involved
in a legal proceeding of any nature.  Such indemnification rights include
reimbursement for expenses incurred by such officer of director in advance
of the final disposition of such proceeding in accordance with the
applicable provisions of the Delaware law.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Securities
Act") may be permitted to officers, directors, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

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

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

   4.1         Amended and Restated Certificate of Incorporation of the
               Company*
   4.2         Form of Common Stock Certificate.* 
   4.3         Amended and Restated Bylaws of the Company.*
   4.4         Interstate National Dealer Services, Inc. 
               1996 Incentive Plan.     
   5.1         Opinion of Robinson Silverman Pearce Aronsohn
               & Berman LLP regarding legality.   
  23.1         Consent of Arthur Andersen LLP.    
  23.2         Consent of Robinson Silverman Pearce Aronsohn
               & Berman LLP (included in Exhibit 5.1). 
  24.1         Power of Attorney (included on signature page 
               of this Registration Statement).
______________
*    Incorporated by reference to Registration Statement on Form SB-2,
     File No. 33-74222-NY.

Item 9.   Undertakings.

     1.   The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Mitchel Field, State of New York, on the 5th
day of August, 1996.

                 INTERSTATE NATIONAL DEALER SERVICES, INC.
                                                (Registrant)               
 


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




                       SIGNATURES/ POWER OF ATTORNEY

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

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

Signature                   Title                           Date
_________                   _____                           ____

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


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

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

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


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


/s/ William H. Brown 
_________________________   Director                        July 31, 1996
William H. Brown
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As filed with the Securities and Exchange Commission on August 5, 1996
                                                  Registration No. 33-    
==========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                            __________________

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                            __________________

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

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

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

                 Interstate National Dealer Services, Inc.
                            1996 Incentive Plan
                         (Full title of the plan)
                         _________________________

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

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

                                Copies to:

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

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

                      CALCULATION OF REGISTRATION FEE

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

Shares of
Common 
Stock, par
value $.01       300,000        $4.875       $1,462,500        $504

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

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

          The documents containing the information specified in the
instructions to Part I of the Form S-8 will be sent or given to
participants in the 1996 Incentive Plan as specified by Rule 428(b)(1). 
In addition, the statement required to be made pursuant to Item 2 of Part
I of the 
Form S-8 shall be contained in the Section 10(a) prospectus. 

                                  PART II
                                  _______

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

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

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

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

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

          4.   All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Trust or the Plan
pursuant to Section 13(a), 13(c) 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement
and to be part thereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any subsequently filed document which
also is, or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement, except as indicated herein.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.          

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, officers, employees and agents of Delaware
corporations in terms sufficiently broad to include indemnification under
certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act.  The Certificate of
Incorporation of the Company provides that the Company shall indemnify its
directors and officers to the fullest extent permitted by Delaware General
Corporation Law.  The Company's By-Laws provide mandatory indemnification
rights to any officer or director of the Company who, by reason of the
fact that he or she is an officer or director of the Company, is involved
in a legal proceeding of any nature.  Such indemnification rights include
reimbursement for expenses incurred by such officer of director in advance
of the final disposition of such proceeding in accordance with the
applicable provisions of the Delaware law.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Securities
Act") may be permitted to officers, directors, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

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

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

   4.1         Amended and Restated Certificate of Incorporation of the
               Company*
   4.2         Form of Common Stock Certificate.* 
   4.3         Amended and Restated Bylaws of the Company.*
   4.4         Interstate National Dealer Services, Inc. 
               1996 Incentive Plan.     
   5.1         Opinion of Robinson Silverman Pearce Aronsohn
               & Berman LLP regarding legality.   
  23.1         Consent of Arthur Andersen LLP.    
  23.2         Consent of Robinson Silverman Pearce Aronsohn
               & Berman LLP (included in Exhibit 5.1). 
  24.1         Power of Attorney (included on signature page 
               of this Registration Statement).
______________
*    Incorporated by reference to Registration Statement on Form SB-2,
     File No. 33-74222-NY.

Item 9.   Undertakings.

     1.   The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Mitchel Field, State of New York, on the 5th
day of August, 1996.

                 INTERSTATE NATIONAL DEALER SERVICES, INC.
                                                (Registrant)               
 

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

                       SIGNATURES/ POWER OF ATTORNEY

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

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

Signature                   Title                           Date
_________                   _____                           ____

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

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

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

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

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

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