As filed with the Securities and Exchange Commission on June 28, 1999
                                                    Registration No. 333-_______

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

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


                          COINMACH LAUNDRY CORPORATION
             (Exact name of registrant as specified in its charter)



           Delaware                                     11-3258015
 -----------------------------                -----------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)
        55 Lumber Road


                             Roslyn, New York 11576
                         -----------------------------
              (Address of registrant's principal executive offices)


                          Coinmach Laundry Corporation
                         -----------------------------
                       1998 Employee Stock Purchase Plan
                            (Full title of the Plan)


     Robert M. Doyle, Secretary                           Copy to:
    Coinmach Laundry Corporation                    Ronald S. Brody, Esq.
         55 Lumber Road                              Mayer, Brown & Platt
     Roslyn, New York 11576                             1675 Broadway
        (516) 484-2300                             New York, New York 10019
  (Name and address and telephone
    number of agent for service)


                         Calculation of Registration Fee

<TABLE>
<CAPTION>
                                                   Proposed maximum        Proposed maximum
  Title of Shares             Amount to          offering price per      aggregate offering           Amount of
 to be registered           be registered               unit*                  price*              registration fee

=====================  ======================= ======================= =======================  ======================
<S>                       <C>                         <C>                  <C>                        <C>
  Class A Common          1,000,000 shares            $11.0313             $11,031,300.00             $3,067.00
 Stock, par value
  $.01 per share

</TABLE>

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

*   Pursuant  to Rule  457(c) of the  Securities  Act of 1933,  as amended,
    based on the  average  of the high and low prices of the Class A Common
    Stock on the NASDAQ National Market on June 23, 1999.

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Coinmach  Laundry  Corporation (the "Company")  hereby  incorporates by
reference in this Registration Statement the following documents and information
heretofore filed by the Company with the Securities and Exchange Commission:

                  (a) the  Company's  Annual  Report on Form 10-K for the fiscal
         year ended March 31, 1999;

                  (b) the Company's  Proxy  Statement,  dated June 25, 1999, for
         the 1999 Annual Meeting of Stockholders; and

                  (c) the  description  of the  Company's  Class A Common  Stock
         contained in the Company's  registration  statement on Form 8-A,  dated
         July 8,  1996,  under  the  caption  "Description  of  Capital  Stock,"
         including  any  amendment  or report  filed for the purpose of updating
         such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended,after the date of
this  Registration  Statement  and  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 shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective dates of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         The  Company's  Third  Amended and  Restated  Bylaws  provide  that the
Company shall  indemnify and hold  harmless,  to the fullest  extent which it is
empowered  to do so unless  prohibited  from  doing so by the  Delaware  General
Corporation  Law, as it exists or may  hereafter be amended (but, in the case of
any  such  amendment,  only  to the  extent  that  such  amendment  permits  the
corporation to provide  broader  indemnification  rights than said law permitted
the corporation to provide prior to such amendment),  any person who was or is a
party or is threatened to be made a party to or is otherwise involved (including
involvement  as a witness) in any action,  suit, or  proceeding,  whether civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was a director or officer of the  Company,  or while a director or officer
of the  Company,  is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  or other  enterprise,  including  service  with  respect to an  employee
benefit  plan,  against all expenses,  liabilities,  damages,  actions,  cost of
attachment or similar bonds,  claims and losses  (including  without  limitation
costs of  investigating,  preparing  or  defending  any such claim or action and
attorneys' fees and  disbursements,  judgments,  fines, or penalties and amounts
paid in settlement) and any expenses of establishing a right to  indemnification
reasonably incurred or suffered by such person in connection  therewith and that
such indemnification shall continue as to any such person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit of such
person's  heirs,  executors  and  administrators;  and that the Company  may, by
action of its board of  directors,  provide  indemnification  to  employees  and
agents of the  Company  with the same  scope and  effect as  indemnification  of
directors and officers.

                                       -1-

<PAGE>

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation  may  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, criminal, administrative or investigative (other than
an action by or in the right of the  corporation)  by reason of the fact that he
is or was a director,  officer,  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  corporation,  partnership,  joint  venture,  trust or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not  opposed to the best  interest  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful;  and  further  that a
corporation  may indemnify such person against  expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper. To the extent that a director,  officer, employee or agent of
a corporation  has been  successful on the merits or otherwise in defense of any
such action,  suit or  proceeding,  or in defense of any claim,  issue or matter
therein, he shall be indemnified  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him in connection therewith.

         The Third Amended and Restated  Bylaws further provide that the Company
shall  indemnify any such person seeking  indemnification  in connection  with a
proceeding  initiated by such person only if such  proceeding  was authorized by
the board of directors of the Company,  except that it shall be a defense to any
such  action  (other  than an action  brought  to  enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the required  undertaking,  if any, has been  tendered to the Company)  that the
claimant has not met the standards of conduct (as set forth above) which make it
permissible  under the  Delaware  General  Corporation  Law for the  Company  to
indemnify  the claimant for the amount  claimed,  but the burden of such defense
shall be on the Company.

         The Third Amended and Restated Bylaws further provide that the right to
indemnification shall be a contract right and shall include the right to be paid
by the Company for the expenses  incurred in defending  any such  proceeding  in
advance of its final  disposition  unless  otherwise  determined by the board of
directors of the Company in the specific case upon receipt of an  undertaking by
or on  behalf  of the  director  or  officer  to repay  such  amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Company; and that such expenses incurred by other employees and agents may be so
paid upon such terms and  conditions,  if any, as the board of  directors of the
Company  deems  appropriate.  The  rights  conferred  in the Third  Amended  and
Restated  Bylaws to  indemnification  and the  payment of  expenses  incurred in
defending a proceeding in advance of its final  disposition are not exclusive of
any other  right  which  any  person  may have or  hereafter  acquire  under any
statute,  provision of the certificate of incorporation,  bylaw, agreement, vote
of stockholders or disinterested directors or otherwise.

         Section  102  of  the  Delaware   General   Corporation  Law  allows  a
corporation  to  eliminate  or limit the  personal  liability of a director of a
corporation to the corporation or to any of its stockholders for monetary damage
for a breach of  fiduciary  duty as a  director,  except  in the case  where the
director  (i)  breaches  his  duty  of  loyalty  to  the   corporation   or  its
stockholders, (ii) fails to act in good faith, engages in intentional misconduct
or  knowingly  violates a law,  (iii)  authorizes  the  payment of a dividend or
approves a stock  purchase  or  redemption  in  violation  of Section 174 of the
Delaware General  Corporation Law or (iv) obtains an improper  personal benefit.
Article  Eleven of the  Company's  Third  Amended and  Restated  Certificate  of
Incorporation   includes  a  provision  which  eliminates   directors'  personal
liability to the fullest extent permitted under the Delaware General Corporation
Law.

         The Company has purchased director and officer liability  insurance for
its directors and officers.


                                       -2-

<PAGE>

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Index to Exhibits which is incorporated by reference.

Item 9.  Undertakings

         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 of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration  Statement;
                           provided that,  notwithstanding  the  foregoing,  any
                           increase or decrease in volume of securities  offered
                           (if the  total  dollar  value of  securities  offered
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high end of the  estimated
                           maximum  offering  range may be reflected in the form
                           of a prospectus filed with the Commission pursuant to
                           Rule  424(b)  if, in the  aggregate,  the  changes in
                           volume and price  represent no more than a 20 percent
                           change in the maximum  aggregate  offering  price set
                           forth in the "Calculation of Registration  Fee" table
                           in the effective registration statement; and

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

                           provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii) do not apply if the Registration Statement
                           is on  Form  S-3 or  Form  S-8  and  the  information
                           required to be included in a post-effective amendment
                           by those  paragraphs is contained in periodic reports
                           filed  with or  furnished  to the  Commission  by the
                           registrant pursuant to section 13 or section 15(d) of
                           the   Securities   Exchange  Act  of  1934  that  are
                           incorporated   by  reference   in  the   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; and

         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.

         The 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, where applicable,  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

                                       -3-

<PAGE>

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.

         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  provisions  under Item 6, 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
Securities Exchange Act of 1933 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  Exchange Act of 1933 and will be governed by the final  adjudication
of such issue.

                                       -4-

<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 Roslyn, State of New York, on June 28, 1999.

                                    COINMACH LAUNDRY CORPORATION

                                    By:      /s/ STEPHEN R. KERRIGAN
                                             -----------------------
                                               Stephen R. Kerrigan
                                               Chief Executive Officer



                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints Ronald S. Brody the true and lawful  attorney-in-fact  and agent of the
undersigned, with full power of substitution and resubstitution,  for and in the
name, place and stead of the undersigned, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 relating to the Common Stock  issuable  under the Coinmach
Laundry Corporation 1998 Employee Stock Purchase Plan and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange Commission,  and hereby grants to such  attorney-in-fact
and agent  full power and  authority  to do and  perform  each and every act and
thing  requisite  and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes,  may
lawfully do or cause to be done by virtue thereof.


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on June 28, 1999.


Signature                                                  Title

/s/  STEPHEN R. KERRIGAN
----------------------------------      Chairman of the Board of Directors and
     Stephen R. Kerrigan                Chief Executive Officer
                                        (Principal Executive Officer)

/s/  MITCHELL BLATT
----------------------------------      Director, President and Chief Operating
     Mitchell Blatt                     Officer


/s/  ROBERT M. DOYLE
----------------------------------      Chief Financial Officer and Senior Vice
     Robert M. Doyle                    President (Principal Financial and
                                        Accounting Officer)

/s/  JOHN E. DENSON
----------------------------------      Senior Vice President
     John E. Denson


/s/  MICHAEL E. STANKY
----------------------------------      Senior Vice President
     Michael E. Stanky


/s/  DAVID A. DONNINI
----------------------------------      Director
     David A. Donnini


/s/  JAMES N. CHAPMAN
----------------------------------      Director
     James N. Chapman


/s/  BRUCE V. RAUNER
----------------------------------      Director
     Bruce V. Rauner


                                       -5-

<PAGE>





/s/  ARTHUR B. LAFFER
----------------------------------      Director
     Arthur B. Laffer


/s/  STEPHEN G. CERRI
----------------------------------      Director
     Stephen G. Cerri


                                       -6-

<PAGE>


                                INDEX TO EXHIBITS



   Exhibit
    Number                               Description
-------------      -------------------------------------------------------------
     4.1          Fourth Amended and Restated  Certificate of  Incorporation  of
                  the  Company,  as  amended  (incorporated  by  reference  from
                  exhibit  number  3.5  to  the  Company's  Form  10-Q  for  the
                  quarterly period ended June 30, 1998, file number 1-11907).

     4.2          Third Amended and Restated Bylaws of the Company (incorporated
                  by reference  from exhibit  number 3.1 to the  Company's  Form
                  10-Q for the quarterly  period ended  September 27, 1996, file
                  number  1-11907).

     5.1          Opinion of Mayer,  Brown & Platt regarding the validity of the
                  Class A Common Stock.

     23.1         Consent of Ernst & Young LLP.

     23.2         Consent of Mayer, Brown & Platt (included in Exhibit 5.1).

     24           Power  of  Attorney  (included  with  signature  page  to  the
                  registration statement).


                                       -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR COINMACH LAUNDRY CORPORATION", "secsgml_size_bytes": 23034}]
{"company-data": {"conformed-name": "COINMACH LAUNDRY CORP", "cik": "0001013021", "assigned-sic": "3590", "irs-number": "113258015", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81735", "film-number": "99653891"}, "business-address": {"street1": "55 LUMBER ROAD", "street2": "C/O COINMACH CORP", "city": "ROSLYN", "state": "NY", "zip": "11576", "phone": "5164842300"}, "mail-address": {"street1": "55 LUMBER ROAD", "city": "ROSLYN", "state": "NY", "zip": "11576"}}
As filed with the Securities and Exchange Commission on June 28, 1999
                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          COINMACH LAUNDRY CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                     11-3258015
 -----------------------------                -----------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)
        55 Lumber Road

                             Roslyn, New York 11576
                         -----------------------------
              (Address of registrant's principal executive offices)

                          Coinmach Laundry Corporation
                         -----------------------------
                       1998 Employee Stock Purchase Plan
                            (Full title of the Plan)

     Robert M. Doyle, Secretary                           Copy to:
    Coinmach Laundry Corporation                    Ronald S. Brody, Esq.
         55 Lumber Road                              Mayer, Brown & Platt
     Roslyn, New York 11576                             1675 Broadway
        (516) 484-2300                             New York, New York 10019
  (Name and address and telephone
    number of agent for service)

                         Calculation of Registration Fee
Proposed maximum        Proposed maximum
  Title of Shares             Amount to          offering price per      aggregate offering           Amount of
 to be registered           be registered               unit*                  price*              registration fee

=====================  ======================= ======================= =======================  ======================
Class A Common          1,000,000 shares            $11.0313             $11,031,300.00             $3,067.00
 Stock, par value
  $.01 per share
-----------------------------

*   Pursuant  to Rule  457(c) of the  Securities  Act of 1933,  as amended,
    based on the  average  of the high and low prices of the Class A Common
    Stock on the NASDAQ National Market on June 23, 1999.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Coinmach  Laundry  Corporation (the "Company")  hereby  incorporates by
reference in this Registration Statement the following documents and information
heretofore filed by the Company with the Securities and Exchange Commission:

                  (a) the  Company's  Annual  Report on Form 10-K for the fiscal
         year ended March 31, 1999;

                  (b) the Company's  Proxy  Statement,  dated June 25, 1999, for
         the 1999 Annual Meeting of Stockholders; and

                  (c) the  description  of the  Company's  Class A Common  Stock
         contained in the Company's  registration  statement on Form 8-A,  dated
         July 8,  1996,  under  the  caption  "Description  of  Capital  Stock,"
         including  any  amendment  or report  filed for the purpose of updating
         such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended,after the date of
this  Registration  Statement  and  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 shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective dates of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         The  Company's  Third  Amended and  Restated  Bylaws  provide  that the
Company shall  indemnify and hold  harmless,  to the fullest  extent which it is
empowered  to do so unless  prohibited  from  doing so by the  Delaware  General
Corporation  Law, as it exists or may  hereafter be amended (but, in the case of
any  such  amendment,  only  to the  extent  that  such  amendment  permits  the
corporation to provide  broader  indemnification  rights than said law permitted
the corporation to provide prior to such amendment),  any person who was or is a
party or is threatened to be made a party to or is otherwise involved (including
involvement  as a witness) in any action,  suit, or  proceeding,  whether civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was a director or officer of the  Company,  or while a director or officer
of the  Company,  is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  or other  enterprise,  including  service  with  respect to an  employee
benefit  plan,  against all expenses,  liabilities,  damages,  actions,  cost of
attachment or similar bonds,  claims and losses  (including  without  limitation
costs of  investigating,  preparing  or  defending  any such claim or action and
attorneys' fees and  disbursements,  judgments,  fines, or penalties and amounts
paid in settlement) and any expenses of establishing a right to  indemnification
reasonably incurred or suffered by such person in connection  therewith and that
such indemnification shall continue as to any such person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit of such
person's  heirs,  executors  and  administrators;  and that the Company  may, by
action of its board of  directors,  provide  indemnification  to  employees  and
agents of the  Company  with the same  scope and  effect as  indemnification  of
directors and officers.

                                       -1-
Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation  may  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, criminal, administrative or investigative (other than
an action by or in the right of the  corporation)  by reason of the fact that he
is or was a director,  officer,  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  corporation,  partnership,  joint  venture,  trust or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not  opposed to the best  interest  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful;  and  further  that a
corporation  may indemnify such person against  expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper. To the extent that a director,  officer, employee or agent of
a corporation  has been  successful on the merits or otherwise in defense of any
such action,  suit or  proceeding,  or in defense of any claim,  issue or matter
therein, he shall be indemnified  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him in connection therewith.

         The Third Amended and Restated  Bylaws further provide that the Company
shall  indemnify any such person seeking  indemnification  in connection  with a
proceeding  initiated by such person only if such  proceeding  was authorized by
the board of directors of the Company,  except that it shall be a defense to any
such  action  (other  than an action  brought  to  enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the required  undertaking,  if any, has been  tendered to the Company)  that the
claimant has not met the standards of conduct (as set forth above) which make it
permissible  under the  Delaware  General  Corporation  Law for the  Company  to
indemnify  the claimant for the amount  claimed,  but the burden of such defense
shall be on the Company.

         The Third Amended and Restated Bylaws further provide that the right to
indemnification shall be a contract right and shall include the right to be paid
by the Company for the expenses  incurred in defending  any such  proceeding  in
advance of its final  disposition  unless  otherwise  determined by the board of
directors of the Company in the specific case upon receipt of an  undertaking by
or on  behalf  of the  director  or  officer  to repay  such  amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Company; and that such expenses incurred by other employees and agents may be so
paid upon such terms and  conditions,  if any, as the board of  directors of the
Company  deems  appropriate.  The  rights  conferred  in the Third  Amended  and
Restated  Bylaws to  indemnification  and the  payment of  expenses  incurred in
defending a proceeding in advance of its final  disposition are not exclusive of
any other  right  which  any  person  may have or  hereafter  acquire  under any
statute,  provision of the certificate of incorporation,  bylaw, agreement, vote
of stockholders or disinterested directors or otherwise.

         Section  102  of  the  Delaware   General   Corporation  Law  allows  a
corporation  to  eliminate  or limit the  personal  liability of a director of a
corporation to the corporation or to any of its stockholders for monetary damage
for a breach of  fiduciary  duty as a  director,  except  in the case  where the
director  (i)  breaches  his  duty  of  loyalty  to  the   corporation   or  its
stockholders, (ii) fails to act in good faith, engages in intentional misconduct
or  knowingly  violates a law,  (iii)  authorizes  the  payment of a dividend or
approves a stock  purchase  or  redemption  in  violation  of Section 174 of the
Delaware General  Corporation Law or (iv) obtains an improper  personal benefit.
Article  Eleven of the  Company's  Third  Amended and  Restated  Certificate  of
Incorporation   includes  a  provision  which  eliminates   directors'  personal
liability to the fullest extent permitted under the Delaware General Corporation
Law.

         The Company has purchased director and officer liability  insurance for
its directors and officers.

                                       -2-
Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Index to Exhibits which is incorporated by reference.

Item 9.  Undertakings

         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 of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration  Statement;
                           provided that,  notwithstanding  the  foregoing,  any
                           increase or decrease in volume of securities  offered
                           (if the  total  dollar  value of  securities  offered
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high end of the  estimated
                           maximum  offering  range may be reflected in the form
                           of a prospectus filed with the Commission pursuant to
                           Rule  424(b)  if, in the  aggregate,  the  changes in
                           volume and price  represent no more than a 20 percent
                           change in the maximum  aggregate  offering  price set
                           forth in the "Calculation of Registration  Fee" table
                           in the effective registration statement; and

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

                           provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii) do not apply if the Registration Statement
                           is on  Form  S-3 or  Form  S-8  and  the  information
                           required to be included in a post-effective amendment
                           by those  paragraphs is contained in periodic reports
                           filed  with or  furnished  to the  Commission  by the
                           registrant pursuant to section 13 or section 15(d) of
                           the   Securities   Exchange  Act  of  1934  that  are
                           incorporated   by  reference   in  the   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; and

         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.

         The 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, where applicable,  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

                                       -3-
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.

         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  provisions  under Item 6, 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
Securities Exchange Act of 1933 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  Exchange Act of 1933 and will be governed by the final  adjudication
of such issue.

                                       -4-
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 Roslyn, State of New York, on June 28, 1999.

                                    COINMACH LAUNDRY CORPORATION

                                    By:      /s/ STEPHEN R. KERRIGAN
                                             -----------------------
                                               Stephen R. Kerrigan
                                               Chief Executive Officer

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints Ronald S. Brody the true and lawful  attorney-in-fact  and agent of the
undersigned, with full power of substitution and resubstitution,  for and in the
name, place and stead of the undersigned, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 relating to the Common Stock  issuable  under the Coinmach
Laundry Corporation 1998 Employee Stock Purchase Plan and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange Commission,  and hereby grants to such  attorney-in-fact
and agent  full power and  authority  to do and  perform  each and every act and
thing  requisite  and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes,  may
lawfully do or cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on June 28, 1999.

Signature                                                  Title

/s/  STEPHEN R. KERRIGAN
----------------------------------      Chairman of the Board of Directors and
     Stephen R. Kerrigan                Chief Executive Officer
                                        (Principal Executive Officer)

/s/  MITCHELL BLATT
----------------------------------      Director, President and Chief Operating
     Mitchell Blatt                     Officer

/s/  ROBERT M. DOYLE
----------------------------------      Chief Financial Officer and Senior Vice
     Robert M. Doyle                    President (Principal Financial and
                                        Accounting Officer)

/s/  JOHN E. DENSON
----------------------------------      Senior Vice President
     John E. Denson

/s/  MICHAEL E. STANKY
----------------------------------      Senior Vice President
     Michael E. Stanky

/s/  DAVID A. DONNINI
----------------------------------      Director
     David A. Donnini

/s/  JAMES N. CHAPMAN
----------------------------------      Director
     James N. Chapman

/s/  BRUCE V. RAUNER
----------------------------------      Director
     Bruce V. Rauner

                                       -5-
/s/  ARTHUR B. LAFFER
----------------------------------      Director
     Arthur B. Laffer

/s/  STEPHEN G. CERRI
----------------------------------      Director
     Stephen G. Cerri

                                       -6-
INDEX TO EXHIBITS

   Exhibit
    Number                               Description
-------------      -------------------------------------------------------------
     4.1          Fourth Amended and Restated  Certificate of  Incorporation  of
                  the  Company,  as  amended  (incorporated  by  reference  from
                  exhibit  number  3.5  to  the  Company's  Form  10-Q  for  the
                  quarterly period ended June 30, 1998, file number 1-11907).

     4.2          Third Amended and Restated Bylaws of the Company (incorporated
                  by reference  from exhibit  number 3.1 to the  Company's  Form
                  10-Q for the quarterly  period ended  September 27, 1996, file
                  number  1-11907).

     5.1          Opinion of Mayer,  Brown & Platt regarding the validity of the
                  Class A Common Stock.

     23.1         Consent of Ernst & Young LLP.

     23.2         Consent of Mayer, Brown & Platt (included in Exhibit 5.1).

     24           Power  of  Attorney  (included  with  signature  page  to  the
                  registration statement).

                                       -7-