As filed with the Securities and Exchange Commission on September 19, 1996
                                                     Registration No.  333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        EQUITY CORPORATION INTERNATIONAL
             (Exact name of registrant as specified in its charter)
                             
              Delaware                                     75-2521142
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation of organization)                    Identification No.)
                                                                
                                                             

     415 South First Street
     Suite 210
     Lufkin, Texas                                             75901
    (Address of Principal Executive Offices)                (Zip Code)

                                  
                        EQUITY CORPORATION INTERNATIONAL
                          1994 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                W. Cardon Gerner
                              Senior Vice President
                           and Chief Financial Officer
                        415 South First Street, Suite 210
                               Lufkin, Texas 75901
                     (Name and address of agent for service)

                                 (409) 631-8700
                     (Telephone number, including area code,
                              of agent for service)
                           ---------------------------


                         CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
                                                                                         Proposed
                                                                      Proposed            Maximum
                                                     Amount            Maximum           Aggregate         Amount of
                                                     to be          Offering Price       Offering        Registration
Title of Securities to be Registered (1)          registered (2)     Per Share (3)       Price (3)          Fee (2)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>                 <C>               <C>   

Common Stock, par value $.01 per share (4)          400,000            $31.8125        $12,725,000          $4,388
==============================================  ================  ================== ================  ================
</TABLE>

(1)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended  (the  "Act"),   this   registration   statement   also  covers  an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     employee benefit plan described herein.

(2)  900,000 shares of Common Stock, par value $.01 per share ("Common  Stock"),
     were registered on Form S-8 (File No.  33-98052) on October 12, 1995 (to be
     adjusted  to  1,350,000  shares of Common  Stock  after the  dividend of .5
     shares of Common  Stock per issued and  outstanding  share of Common  Stock
     payable on October 2, 1996 to stockholders of record on September 23, 1996)
     on which date a fee of $7,177 was paid, and 400,000 shares  (600,000 shares
     giving  effect  to the  stock  dividend)  are  being  registered  herewith.
     Pursuant to Rule 429 under the Act, the  Prospectus  included  herein shall
     relate to the 900,000 shares of the  registrant's  Common Stock  previously
     registered.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)  under the Act,  based upon the average of the high
     and low prices of a share of the  registrant's  Common Stock for  September
     16,  1996 on the Nasdaq  National  Market as  reported  in The Wall  Street
     Journal on September 17, 1996.

(4)  Includes  preferred share purchase rights associated with the Common Stock.
     No separate fee is payable in respect of the registration of such preferred
     share purchase rights.





<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  This Registration  Statement on Form S-8 is being filed solely
to register additional  securities.  In accordance with General Instruction E of
Form S-8,  the Company  hereby  incorporates  by  reference  the contents of the
Company's  registration  statement  on Form  S-8  (No.  33-98052),  as  amended,
originally filed with the Securities and Exchange  Commission (the "Commission")
on October 12,  1995,  relating  to the Equity  Corporation  International  1994
Long-Term Incentive Plan, as amended.


Item 8.  Exhibits.

Exhibit
Number            Description



   5.1            Opinion of Andrews & Kurth L.L.P., as to the legality of the 
                  securities being registered.

   23.1           Consent of Andrews & Kurth L.L.P. (included in the opinion
                  filed as Exhibit 5.1 to this Registration Statement).

   23.2           Consent of Coopers & Lybrand L.L.P.

   24.1           Power of Attorney (set forth on the signature page contained 
                  in Part II of this Registration Statement).




                                      II-2

<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 Lufkin,  State of Texas,  on the
    19th day of September, 1996.


                                  EQUITY CORPORATION INTERNATIONAL


                                  By:      /s/ James P. Hunter, III
                                           James P. Hunter, III
                                           Chairman of the Board,
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

              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.

              KNOW  ALL MEN BY  THESE  PRESENTS,  that  each of the  undersigned
    officers  and   directors  of  Equity   Corporation   International   hereby
    constitutes and appoints James P. Hunter, III and W. Cardon Gerner, and each
    of them (with full power to each of them to act alone),  his true and lawful
    attorney-in-fact and agent, with full power of substitution,  for him and on
    his behalf and in his name,  place and stead, in any and all capacities,  to
    sign, execute and file this Registration  Statement under the Securities Act
    of  1933,  and  any  or  all  amendments  (including,   without  limitation,
    post-effective  amendments),  with all  exhibits  and any and all  documents
    required to be filed with respect thereto,  with the Securities and Exchange
    Commission or any regulatory authority, granting unto such 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 order to
    effectuate  the same,  as fully to all  intents  and  purposes as he himself
    might or could do if personally present, hereby ratifying and confirming all
    that such  attorneys-in-fact and agents, or any of them, or their substitute
    or substitutes, may lawfully do or cause to be done.

<TABLE>
<CAPTION>

                    Signature                                Title                                Date
<S>                                               <C>                                      <C> 
          /s/ James P. Hunter, III                   Chairman of the Board,   
    ----------------------------------------           President and Chief                  September 19, 1996
              James P. Hunter, III                      Executive Officer
                                                  (Principal Executive Officer)     
                                                  


              /s/ W. Cardon Gerner                  Senior Vice President and               September 19, 1996
     ----------------------------------------        Chief Financial Officer
                  W. Cardon Gerner                  (Principal Financial and
                                                       Accounting Officer)
                                                     

              /s/ T. Craig Benson                            Director                       September 19, 1996
      ----------------------------------------          
                  T. Craig Benson

              /s/ Jack T. Hammer                             Director                       September 19, 1996
      ----------------------------------------        
                  Jack T. Hammer

              /s/ Thomas R. McDade                           Director                       September 19, 1996
      ----------------------------------------        
                  Thomas R. McDade
      
              /s/ Kenneth W. Smith                           Director                       September 19, 1996
      ----------------------------------------    
                  Kenneth W. Smith

</TABLE>


                                      II-3

<PAGE>



                                  EXHIBIT INDEX

  Exhibit
  Number   Description
  ------   -----------


   5.1     Opinion of Andrews & Kurth L.L.P., as to the legality of the 
           securities being registered.

  23.1     Consent of Andrews & Kurth L.L.P. (included in the opinion filed
           as Exhibit 5.1 to this Registration Statement).          

  23.2     Consent of Coopers & Lybrand L.L.P.

  24.1     Power of Attorney (set forth on the signature page contained in
           Part II of this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "EQUITY CORPORATION INTERNATIONAL FORM S-8", "secsgml_size_bytes": 10763}]
{"company-data": {"conformed-name": "EQUITY CORP INTERNATIONAL", "cik": "0000928155", "assigned-sic": "7200", "irs-number": "752521142", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12327", "film-number": "96632283"}, "business-address": {"street1": "415 S FIRST ST", "street2": "STE 210", "city": "LUFKIN", "state": "TX", "zip": "75901", "phone": "4096341033"}, "mail-address": {"street1": "ANDREWS & KURTH L L P", "street2": "4200 TEXAS COMMERCE TOWER", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
As filed with the Securities and Exchange Commission on September 19, 1996
                                                     Registration No.  333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        EQUITY CORPORATION INTERNATIONAL
             (Exact name of registrant as specified in its charter)
                             
              Delaware                                     75-2521142
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation of organization)                    Identification No.)
                                                                
                                                             

     415 South First Street
     Suite 210
     Lufkin, Texas                                             75901
    (Address of Principal Executive Offices)                (Zip Code)

                                  
                        EQUITY CORPORATION INTERNATIONAL
                          1994 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                W. Cardon Gerner
                              Senior Vice President
                           and Chief Financial Officer
                        415 South First Street, Suite 210
                               Lufkin, Texas 75901
                     (Name and address of agent for service)

                                 (409) 631-8700
                     (Telephone number, including area code,
                              of agent for service)
                           ---------------------------

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                                      Proposed            Maximum
                                                     Amount            Maximum           Aggregate         Amount of
                                                     to be          Offering Price       Offering        Registration
Title of Securities to be Registered (1)          registered (2)     Per Share (3)       Price (3)          Fee (2)
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (4)          400,000            $31.8125        $12,725,000          $4,388
==============================================  ================  ================== ================  ================
(1)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended  (the  "Act"),   this   registration   statement   also  covers  an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     employee benefit plan described herein.

(2)  900,000 shares of Common Stock, par value $.01 per share ("Common  Stock"),
     were registered on Form S-8 (File No.  33-98052) on October 12, 1995 (to be
     adjusted  to  1,350,000  shares of Common  Stock  after the  dividend of .5
     shares of Common  Stock per issued and  outstanding  share of Common  Stock
     payable on October 2, 1996 to stockholders of record on September 23, 1996)
     on which date a fee of $7,177 was paid, and 400,000 shares  (600,000 shares
     giving  effect  to the  stock  dividend)  are  being  registered  herewith.
     Pursuant to Rule 429 under the Act, the  Prospectus  included  herein shall
     relate to the 900,000 shares of the  registrant's  Common Stock  previously
     registered.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)  under the Act,  based upon the average of the high
     and low prices of a share of the  registrant's  Common Stock for  September
     16,  1996 on the Nasdaq  National  Market as  reported  in The Wall  Street
     Journal on September 17, 1996.

(4)  Includes  preferred share purchase rights associated with the Common Stock.
     No separate fee is payable in respect of the registration of such preferred
     share purchase rights.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  This Registration  Statement on Form S-8 is being filed solely
to register additional  securities.  In accordance with General Instruction E of
Form S-8,  the Company  hereby  incorporates  by  reference  the contents of the
Company's  registration  statement  on Form  S-8  (No.  33-98052),  as  amended,
originally filed with the Securities and Exchange  Commission (the "Commission")
on October 12,  1995,  relating  to the Equity  Corporation  International  1994
Long-Term Incentive Plan, as amended.

Item 8.  Exhibits.

Exhibit
Number            Description

   5.1            Opinion of Andrews & Kurth L.L.P., as to the legality of the 
                  securities being registered.

   23.1           Consent of Andrews & Kurth L.L.P. (included in the opinion
                  filed as Exhibit 5.1 to this Registration Statement).

   23.2           Consent of Coopers & Lybrand L.L.P.

   24.1           Power of Attorney (set forth on the signature page contained 
                  in Part II of this Registration Statement).

                                      II-2
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 Lufkin,  State of Texas,  on the
    19th day of September, 1996.

                                  EQUITY CORPORATION INTERNATIONAL

                                  By:      /s/ James P. Hunter, III
                                           James P. Hunter, III
                                           Chairman of the Board,
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

              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.

              KNOW  ALL MEN BY  THESE  PRESENTS,  that  each of the  undersigned
    officers  and   directors  of  Equity   Corporation   International   hereby
    constitutes and appoints James P. Hunter, III and W. Cardon Gerner, and each
    of them (with full power to each of them to act alone),  his true and lawful
    attorney-in-fact and agent, with full power of substitution,  for him and on
    his behalf and in his name,  place and stead, in any and all capacities,  to
    sign, execute and file this Registration  Statement under the Securities Act
    of  1933,  and  any  or  all  amendments  (including,   without  limitation,
    post-effective  amendments),  with all  exhibits  and any and all  documents
    required to be filed with respect thereto,  with the Securities and Exchange
    Commission or any regulatory authority, granting unto such 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 order to
    effectuate  the same,  as fully to all  intents  and  purposes as he himself
    might or could do if personally present, hereby ratifying and confirming all
    that such  attorneys-in-fact and agents, or any of them, or their substitute
    or substitutes, may lawfully do or cause to be done.
Signature                                Title                                Date
/s/ James P. Hunter, III                   Chairman of the Board,   
    ----------------------------------------           President and Chief                  September 19, 1996
              James P. Hunter, III                      Executive Officer
                                                  (Principal Executive Officer)     
                                                  

              /s/ W. Cardon Gerner                  Senior Vice President and               September 19, 1996
     ----------------------------------------        Chief Financial Officer
                  W. Cardon Gerner                  (Principal Financial and
                                                       Accounting Officer)
                                                     

              /s/ T. Craig Benson                            Director                       September 19, 1996
      ----------------------------------------          
                  T. Craig Benson

              /s/ Jack T. Hammer                             Director                       September 19, 1996
      ----------------------------------------        
                  Jack T. Hammer

              /s/ Thomas R. McDade                           Director                       September 19, 1996
      ----------------------------------------        
                  Thomas R. McDade
      
              /s/ Kenneth W. Smith                           Director                       September 19, 1996
      ----------------------------------------    
                  Kenneth W. Smith
II-3
EXHIBIT INDEX

  Exhibit
  Number   Description
  ------   -----------

   5.1     Opinion of Andrews & Kurth L.L.P., as to the legality of the 
           securities being registered.

  23.1     Consent of Andrews & Kurth L.L.P. (included in the opinion filed
           as Exhibit 5.1 to this Registration Statement).          

  23.2     Consent of Coopers & Lybrand L.L.P.

  24.1     Power of Attorney (set forth on the signature page contained in
           Part II of this Registration Statement).