<PAGE>


                                           Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                          STRATEGIC DISTRIBUTION, INC.
                (Exact name of issuer as specified in its charter)

              DELAWARE                         22-1849240
     (State or other jurisdiction            (I.R.S. Employer
      of incorporation or organization)       Identification Number)


      12136 West Bayaud, Suite 320
         Lakewood, Colorado                       80228
        (Address of principal                  (zip code)
         executive offices)

       Strategic Distribution, Inc. 1990 Incentive Stock Option Plan
                            (Full title of the plan)


                             William L. Mahone, Esq.
                               Assistant Secretary
                          Strategic Distribution, Inc.
                                165 Mason Street
                          Greenwich, Connecticut 06830
                                 (203) 629-8750
           (Name and address, including  zip code, of agent for service)
           (Telephone number, including area code, of agent for service)



                                    COPY TO:
                               Neil Novikoff, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000


                     The Exhibit Index is located on page 6


<PAGE>




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

------------------------ ---------------------- ---------------------- --------------------------- ------------------
                                                Proposed maximum       Proposed maximum
Title of securities to   Amount to be           offering price per     aggregate offering           Amount of
be registered            registered                 share(1)               price(1)                 registration fee

------------------------ ---------------------- ---------------------- --------------------------- ------------------
<S>                    <C>                   <C>                    <C>                         <C>
Common Stock, par
value $0.10 per share    772,500(2)             $6.50                   $5,021,250                  $1,731.47

<FN>

----------------------

(1)      Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the
         Securities Act of 1933, as amended (the "Securities Act").

(2)      Represents the additional 750,000 shares of Common Stock authorized for
         issuance by the issuer's  Board of  Directors,  adjusted to reflect the
         issuer's subsequent 3% stock dividend.
</TABLE>




<PAGE>1


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The  following  documents,   filed  with  the  Securities  and
Exchange  Commission  (the  "Commission")  by  Strategic  Distribution,  Inc., a
Delaware corporation (the "Company"), are incorporated herein by reference:

                   (a)     The Company's Registration Statement on Form S-8
                           filed on January 22, 1993 (File NO.  33-57578).

                   (b)     The Company's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1994.

                   (c)     The Company's  Quarterly Reports on Form 10-Q for the
                           quarters  ended  March 31,  1995,  June 30,  1995 and
                           September 30, 1995.

                   (d)     The Company's Current Reports on Form 8-K and 8-K/A
                           filed on May 26, 1995 and July 11, 1995,
                           respectively.

                   (e)     The  description  of the Common Stock of the Company,
                           par value  $0.10 per share,  which is included in the
                           Company's  Application for  Registration on Form 8-A,
                           dated July 21,  1989,  as  amended  in the  Company's
                           Amendment to  Application  or Report on Form 8, filed
                           pursuant  to  Securities  Exchange  Act of  1934,  as
                           amended (the "Exchange Act") on December 13, 1990.

                  All reports  filed by the Company  pursuant to Section  13(a),
13(c), 14 or 15(d) of 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 in this Registration Statement by reference and to be a part hereof
from the date of the filing of such  documents.  Any  statement  contained  in a
document  incorporated  or  deemed  to be  incorporated  by  reference  in  this
Registration Statement 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 other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference in this Registration  Statement modifies or supersedes
such  statement.  Any statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

<PAGE>2



Item 8.  EXHIBITS

                  5        Opinion of Willkie Farr & Gallagher.

                  23.1     Consent of KPMG Peat Marwick LLP.

                  23.2     Consent of Willkie Farr & Gallagher (contained in
                           Exhibit 5).

                  24       Powers of Attorney (contained in the signature
                           pages of this Registration Statement).


<PAGE>3




                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the amended,  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 Greenwich,  State of Connecticut,  on
the 28th day of February, 1996.

                                                 STRATEGIC DISTRIBUTION, INC.


                                                  By:/s/ Andrew M. Bursky
                                                         Andrew M. Bursky
                                                         Chairman of the
                                                         Board of Directors


<PAGE>4




                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below  constitutes and appoints William L. Mahone, in his own
capacity,  his or her true  and  lawful  attorney-in-fact,  with  full  power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities,  to sign any 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,  hereby  ratifying and
confirming all that said  attorneys-in-fact,  or his substitute or  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 date indicated.

<TABLE>
<CAPTION>

      Signature                                   Capacity                                     Date
      ---------                                   --------                                     ----
<S>                                          <C>                                         <C>

/s/William R. Berkley                             Director                                  February 28, 1996
William R. Berkley


/s/Andrew M. Bursky                               Chairman of the                           February 28, 1996
Andrew M. Bursky                                  Board of Directors


/s/Arnold W. Donald                               Director                                  February 28, 1996
Arnold W. Donald


/s/Catherine B. James                             Executive Vice                            February 28, 1996
Catherine B. James                                President, Secretary,
                                                  Treasurer and Director

/s/George E. Krauter                              Director                                  February 28, 1996
George E. Krauter

</TABLE>



<PAGE>5
<TABLE>
<CAPTION>

Signature                                         Capacity                                     Date
---------                                         --------                                     ----
<S>                                            <C>                                        <C>
/s/Joshua A. Polan                                Director                                  February 28, 1996
Joshua A. Polan


/s/Mitchell I. Quain                              Director                                  February 28, 1996
Mitchell I. Quain


/s/Theodore R. Rieple                             President and                             February 28, 1996
Theodore R. Rieple                                Director

</TABLE>


<PAGE>


                            INDEX TO EXHIBITS


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

  5               Opinion of Willkie Farr &  Gallagher

  23.1            Consent of KPMG Peat Marwick LLP

  23.2            Consent of Willkie Farr & Gallagher
                  (contained in Exhibit 5)

  24.1            Powers of Attorney (contained in
                  the signature pages to this Registration
                  Statement)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10614}]
{"company-data": {"conformed-name": "STRATEGIC DISTRIBUTION INC", "cik": "0000073822", "assigned-sic": "5047", "irs-number": "221849240", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01715", "film-number": "96534864"}, "business-address": {"street1": "12600 WEST COLFAX AVE STE A200", "street2": "C/O PRENTICE HALL CORP SYSTEM INC", "city": "LAKEWOOD", "state": "CO", "zip": "80215", "phone": "2036298750"}, "mail-address": {"street2": "12600 WEST COLFAX AVE SUITE 200", "city": "LAKEWOOD", "state": "CO", "zip": "80215"}, "former-company": [{"former-conformed-name": "STRATEGIC INFORMATION INC", "date-changed": "19901113"}, {"former-conformed-name": "INFORMEDIA CORP", "date-changed": "19890221"}, {"former-conformed-name": "OCTO LTD", "date-changed": "19870921"}]}
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          STRATEGIC DISTRIBUTION, INC.
                (Exact name of issuer as specified in its charter)

              DELAWARE                         22-1849240
     (State or other jurisdiction            (I.R.S. Employer
      of incorporation or organization)       Identification Number)

      12136 West Bayaud, Suite 320
         Lakewood, Colorado                       80228
        (Address of principal                  (zip code)
         executive offices)

       Strategic Distribution, Inc. 1990 Incentive Stock Option Plan
                            (Full title of the plan)

                             William L. Mahone, Esq.
                               Assistant Secretary
                          Strategic Distribution, Inc.
                                165 Mason Street
                          Greenwich, Connecticut 06830
                                 (203) 629-8750
           (Name and address, including  zip code, of agent for service)
           (Telephone number, including area code, of agent for service)

                                    COPY TO:
                               Neil Novikoff, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000

                     The Exhibit Index is located on page 6
CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- --------------------------- ------------------
                                                Proposed maximum       Proposed maximum
Title of securities to   Amount to be           offering price per     aggregate offering           Amount of
be registered            registered                 share(1)               price(1)                 registration fee

------------------------ ---------------------- ---------------------- --------------------------- ------------------
Common Stock, par
value $0.10 per share    772,500(2)             $6.50                   $5,021,250                  $1,731.47
----------------------

(1)      Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the
         Securities Act of 1933, as amended (the "Securities Act").

(2)      Represents the additional 750,000 shares of Common Stock authorized for
         issuance by the issuer's  Board of  Directors,  adjusted to reflect the
         issuer's subsequent 3% stock dividend.
1

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The  following  documents,   filed  with  the  Securities  and
Exchange  Commission  (the  "Commission")  by  Strategic  Distribution,  Inc., a
Delaware corporation (the "Company"), are incorporated herein by reference:

                   (a)     The Company's Registration Statement on Form S-8
                           filed on January 22, 1993 (File NO.  33-57578).

                   (b)     The Company's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1994.

                   (c)     The Company's  Quarterly Reports on Form 10-Q for the
                           quarters  ended  March 31,  1995,  June 30,  1995 and
                           September 30, 1995.

                   (d)     The Company's Current Reports on Form 8-K and 8-K/A
                           filed on May 26, 1995 and July 11, 1995,
                           respectively.

                   (e)     The  description  of the Common Stock of the Company,
                           par value  $0.10 per share,  which is included in the
                           Company's  Application for  Registration on Form 8-A,
                           dated July 21,  1989,  as  amended  in the  Company's
                           Amendment to  Application  or Report on Form 8, filed
                           pursuant  to  Securities  Exchange  Act of  1934,  as
                           amended (the "Exchange Act") on December 13, 1990.

                  All reports  filed by the Company  pursuant to Section  13(a),
13(c), 14 or 15(d) of 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 in this Registration Statement by reference and to be a part hereof
from the date of the filing of such  documents.  Any  statement  contained  in a
document  incorporated  or  deemed  to be  incorporated  by  reference  in  this
Registration Statement 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 other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference in this Registration  Statement modifies or supersedes
such  statement.  Any statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
2

Item 8.  EXHIBITS

                  5        Opinion of Willkie Farr & Gallagher.

                  23.1     Consent of KPMG Peat Marwick LLP.

                  23.2     Consent of Willkie Farr & Gallagher (contained in
                           Exhibit 5).

                  24       Powers of Attorney (contained in the signature
                           pages of this Registration Statement).
3

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the amended,  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 Greenwich,  State of Connecticut,  on
the 28th day of February, 1996.

                                                 STRATEGIC DISTRIBUTION, INC.

                                                  By:/s/ Andrew M. Bursky
                                                         Andrew M. Bursky
                                                         Chairman of the
                                                         Board of Directors
4

                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below  constitutes and appoints William L. Mahone, in his own
capacity,  his or her true  and  lawful  attorney-in-fact,  with  full  power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities,  to sign any 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,  hereby  ratifying and
confirming all that said  attorneys-in-fact,  or his substitute or  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 date indicated.
Signature                                   Capacity                                     Date
      ---------                                   --------                                     ----
/s/William R. Berkley                             Director                                  February 28, 1996
William R. Berkley

/s/Andrew M. Bursky                               Chairman of the                           February 28, 1996
Andrew M. Bursky                                  Board of Directors

/s/Arnold W. Donald                               Director                                  February 28, 1996
Arnold W. Donald

/s/Catherine B. James                             Executive Vice                            February 28, 1996
Catherine B. James                                President, Secretary,
                                                  Treasurer and Director

/s/George E. Krauter                              Director                                  February 28, 1996
George E. Krauter
5
Signature                                         Capacity                                     Date
---------                                         --------                                     ----
/s/Joshua A. Polan                                Director                                  February 28, 1996
Joshua A. Polan

/s/Mitchell I. Quain                              Director                                  February 28, 1996
Mitchell I. Quain

/s/Theodore R. Rieple                             President and                             February 28, 1996
Theodore R. Rieple                                Director
INDEX TO EXHIBITS

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

  5               Opinion of Willkie Farr &  Gallagher

  23.1            Consent of KPMG Peat Marwick LLP

  23.2            Consent of Willkie Farr & Gallagher
                  (contained in Exhibit 5)

  24.1            Powers of Attorney (contained in
                  the signature pages to this Registration
                  Statement)