As filed with the Securities and Exchange Commission on December 29, 1997
                                                      Registration No. 33-______







                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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



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

                   DELAWARE                                      71-0706271
        (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                       Identification No.)

            1101 SOUTH 21ST STREET
             FORT SMITH, ARKANSAS                                   72901
   (Address of principal executive offices)                      (Zip Code)



                            TREADCO, INC. EMPLOYEES'
                                 INVESTMENT PLAN
                            (Full title of the plans)


             Richard F. Cooper                               Copy to:
                 Secretary                              Riva Johnson, Esq.
               Treadco, Inc.                           Jenkens & Gilchrist,
          1101 South 21st Street                    A Professional Corporation
        Fort Smith Arkansas  72901                 1445 Ross Avenue, Suite 3200
              (501) 785-6000                           DALLAS, TEXAS  75202
    (Name, address and telephone number
 including area code of agent for service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                                                         PROPOSED                PROPOSED
                                                  AMOUNT                 MAXIMUM                 MAXIMUM              AMOUNT OF
             TITLE OF CLASS OF                    TO BE               OFFERING PRICE            AGGREGATE           REGISTRATION
        SECURITIES TO BE REGISTERED          REGISTERED(1)(2)        PER SHARE(3)(4)       OFFERING PRICE(3)(4)        FEE(4)
======================================= ======================== ====================== ========================= ==================
<S>                                           <C>                          <C>                   <C>                    <C>     
Common Stock, $0.01 par value per share       110,000 Shares               $ 9.25                $ 1,017,500            $ 300.17
======================================= ======================== ====================== ========================= ==================
<FN>

         (1) The securities to be registered  include 110,000 shares that may be
offered or sold under the Treadco, Inc. Employees' Investment Plan (the "Plan").  
         (2) Pursuant to Rule  416(c) under  the  Securities  Act  of  1933,  as
amended, this  Registration Statement  also covers  an  indeterminate  amount of
interests to be offered or sold pursuant to the Plan.
         (3) Estimated solely for the purpose  of calculating  the  registration
fee.
         (4) Calculated pursuant to Rule 457(c) and (h). Accordingly,  the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
110,000  shares of Common Stock that may be offered or sold under the Plans at a
price per share of  $ 9.25,  which is the  average  of the  highest  and  lowest
selling price per share of Common Stock on The Nasdaq National  Market,  Inc. on
December 22, 1997.
</FN>
</TABLE>

                    Page  one  of  78  sequentially  numbered  pages.  Index  to
                    exhibits is located on page 7 of the  sequentially  numbered
                    page system.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

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

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with Rule 428 of the Securities  Act of 1933, as amended,  and the Note
         to Part I of Form S-8.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  registrant  and the Plan hereby  incorporate  by reference in this
registration   statement  the  following  documents   previously  filed  by  the
registrant with the Securities and Exchange Commission (the "Commission"):

                  (1) the registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended December 31, 1996;

                  (2) the  registrant's  Quarterly  Reports on Form 10-Q for the
         quarters ended March 31, June 30 and September 30, 1997, filed with the
         Commission;

                  (3) the  description of the Common Stock,  par value $0.01 per
         share,  of  the  registrant  (the  "Common  Stock")  set  forth  in the
         Registration Statement on Form S-1 (No. 33-41605),  dated July 3, 1991,
         including  any  amendment  or report  filed for the purpose of updating
         such description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  registrant  (hereinafter  referred  to as the  "Corporation")  has
authority under section 145 of the Delaware General Corporation law to indemnify
its directors,  officers,  employees and agents of the Corporation. The Articles
of Incorporation and Bylaws of the Corporation provide that officers, directors,
or a person serving at the request of the  Corporation  as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other

                                                       II-2
<PAGE>

enterprise,  including service with respect to an employee benefit plan (each an
"Indemnitee")  shall be  indemnified in any action,  suit or proceeding  brought
against such Indemnitee by reason of having served in such capacity, to the full
extent permitted by Delaware law; provided,  however, that such Indemnitee acted
in good faith and in a manner he or she  reasonably  believed  to be in the best
interest of the  Corporation.  The  Corporation,  however,  shall  indemnify  an
Indemnitee in a proceeding  brought by such  Indemnitee  only if such proceeding
was  authorized  by  the  Board  of  Directors.  Pursuant  to  the  Articles  of
Incorporation,  indemnification  is a contract right,  including the right to an
advancement of expenses, provided the Indemnitee undertakes to repay all amounts
advanced should it be determined by final judicial decision that such Indemnitee
is not  entitled to be  indemnified.  In respect of any  criminal  action,  such
Indemnitee  shall be indemnified  provided he had no reasonable cause to believe
his conduct was unlawful.  The Corporation's Bylaws provide that the Corporation
may purchase  and maintain  insurance on behalf of any person who is, or was, an
Indemnitee,  regardless  of whether the  Corporation  has the power to indemnify
such Indemnitee under the Bylaws.

         If a claim is not paid in full by the  Corporation  within  sixty  days
after a written claim has been received by the  Corporation  (except in the case
of a claim for an advancement of expenses,  in which case the applicable  period
shall be twenty days),  the  Indemnitee  may at any time  thereafter  bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, the  Indemnitee  shall also be entitled to
be paid the  expense of  prosecuting  or  defending  such suit.  In (i) any suit
brought  by the  Indemnitee  to  enforce  a right to  indemnification  under the
Articles  of  Incorporation  and  Bylaws  (but  not  in a  suit  brought  by the
Indemnitee  to  enforce a right to an  advancement  of  expenses)  it shall be a
defense  that,  and (ii) in any suit  brought by the  Corporation  to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
Indemnitee  has not met the  applicable  standard  of  conduct  set forth in the
Delaware  General  Corporation  Law.  Neither  the  failure  of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  Indemnitee  is  proper in the  circumstances
because the Indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  Indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  Indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
Indemnitee,  be a defense to such suit.  In any suit brought by an Indemnitee to
enforce a right to  indemnification  or to an  advancement of expenses or by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking,  the burden of proving  that the  Indemnitee  is not entitled to be
indemnified, or to such advancement of expenses, shall be on the Corporation.

         A  director  of  the  Corporation  is  not  personally  liable  to  the
Corporation or its  stockholders  for monetary  damages for breach of his or her
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation Law, or (iv) for any transaction from which the director derived any
improper  personal benefit.  If the Delaware General  Corporation Law is amended
after the filing of the  Certificate  of  Incorporation  to authorize  corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest  extent  permitted by the Delaware  General  Corporation  Law, as so
amended.

         In  addition  to  the  foregoing,  the  Corporation  has  entered  into
indemnification  agreements (an  "Indemnification  Agreement")  with each of its
directors.  Each such Indemnification  Agreement provides for indemnification of
directors of the  Corporation  to the fullest  extent  permitted by the Delaware
General Corporation Law and additionally  permits advancing  attorney's fees and
all other costs, expenses,  obligations, fines and losses, paid or incurred by a
director  generally  in  connection  with the  investigation,  defense  or other
participation in any threatened, pending or completed action, suit or proceeding
or any inquiry or investigation  thereof,  whether  conducted by or on behalf of
the the  Corporation  or any other  party.  If it is later  determined  that the
director is or was not entitled to  indemnification  under  applicable  law, the
Corporation is entitled to reimbursement by the director.

         The  Indemnification  Agreements further provide that in the event of a
change  in  control  of the  Corporation,  then  with  respect  to  all  matters
thereafter  arising concerning the rights of directors to indemnity payments and
expense advances,  all determinations  regarding  excludable claims will be made
only by a court  of  competent  jurisdiction  or by  special  independent  legal
counsel selected by the director and approved by the Corporation.

                                                       II-3
<PAGE>

         To the extent that the board of  directors or the  stockholders  of the
Corporation  may in the  future  wish to  limit or  repeal  the  ability  of the
Corporation  to  indemnify  directors,  such  repeal  or  limitation  may not be
effective  as to  directors  who are  currently  parties to the  Indemnification
Agreements, because their rights to full protection are contractually assured by
the Indemnification  Agreements. It is anticipated that similar contracts may be
entered into, from time to time, with future directors of the Corporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                           The  following  documents are filed as a part of this
registration statement.

  Exhibit           Description of Exhibit
  -------           ----------------------

  4.1*     Treadco, Inc. Employees' Investment Plan.

  4.2*     Amendment No. One to the Treadco, Inc. Employees' Investment Plan.

  4.3*     Amendment No. Two to the Treadco, Inc. Employees' Investment Plan.

  4.4*     Amendment No. Four to the Treadco, Inc. Employees' Investment Plan.

  4.5      Certificate of Incorporation of the Company  (previously filed
           as  Exhibit  3.1  to  the  Company's  Form  S-1   Registration
           Statement  under the  Securities  Act of 1933, as amended (the
           "Act") dated July 3, 1991,  Commission File No. 33-41605,) and
           incorporated herein by reference.

  4.6      Bylaws of the Company  (previously filed as Exhibit 3.2 to the
           Company's Form S-1 Registration  Statement under the Act dated
           July 3, 1991, Commission File No. 33-41605),  and incorporated
           herein by reference.

  5.1**    Opinion of Jenkens & Gilchrist, a Professional Corporation.

 23.1***   Consent of Jenkens & Gilchrist, a Professional Corporation.

 23.2*     Consent of Ernst & Young LLP, Independent Auditors.

 24.1*     Power of Attorney (on signature page).

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

*        Filed herewith.

**       No opinion is being furnished  herewith pursuant to  instruction (a) to
         Item 8 of Form S-8 as  the Shares  registered herein  are not  original
         issuance securities.

***      No consent is being filed herewith  pursuant to instruction (a) to Item
         Form S-8, as the Shares  being  registered  are not  original  issuance
         securities.

                                                       II-4
<PAGE>

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

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

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, 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.

         B. The undersigned  registrant  hereby 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 (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act 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  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  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                                       II-5
<PAGE>

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  Richard F. Cooper,  his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement, and to file the same with all exhibits, thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said 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 in and about the
premises,  as  fully  to all  intents  and  purposes  as he 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
hereof.

                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets  all 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 Fort Smith, State of Arkansas,  on December 23,
1997:

                                              TREADCO, INC.


                                              By: /s/ Richard F. Cooper
                                                 ----------------------
                                                    Name: Richard F. Cooper
                                                    Title:  Secretary


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

<TABLE>
<CAPTION>

            SIGNATURE                                          CAPACITY                                      DATE
            ---------                                          --------                                      ----
<S>                                       <C>                                                          <C>
/s/ Robert A. Young, III                  Chairman of the Board, Director                              December 23, 1997
---------------------------------          
Robert A. Young, III

/s/ John R. Meyers                        President and Chief Executive Officer (Principal             December 23, 1997
---------------------------------         Executive Officer, Director)  
John R. Meyers                            

/s/ David E. Loeffler                     Vice President-Chief Financial Officer and                   December 23, 1997
---------------------------------         Treasurer (Principal Financial and Accounting Officer)
David E. Loeffler                         

                                          Director                                                     December __, 1997
---------------------------------         
Nicolas M. Georgitsis

/s/ Robert B. Gilbert                     Director                                                     December 23, 1997
---------------------------------         
Robert B. Gilbert
               
                                          Director                                                     December __, 1997
---------------------------------         
William A. Marquard

</TABLE>

                                                       II-6
<PAGE>

<TABLE>
<CAPTION>
<S>                                       <C>                                                          <C> 
                                          Director                                                     December __, 1997
---------------------------------         
John H. Morris
</TABLE>







         THE PLAN.
         ---------


         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has  been  signed  by the  following  members  of the  Administrative
Committee of the Treadco, Inc.'s Employees' Investment Plan, in the City of Fort
Smith, State of Arkansas, on the dates indicated.

<TABLE>
<CAPTION>

               SIGNATURE                           TITLE                                        DATE
               ---------                           -----                                        ----
<S>                                               <C>                                     <C>
/s/ Donald L. Neal                   
---------------------------------------           Chairman                                December 23, 1997
Donald L. Neal

/s/ Richard F. Cooper
---------------------------------------           Member                                  December 23, 1997
Richard F. Cooper

/s/ John R. Meyers
---------------------------------------           Member                                  December 23, 1997
John R. Meyers

/s/ Randall M. loyd
---------------------------------------           Member                                  December 23, 1997
Randall M. Loyd

/s/ Jay Davidson
---------------------------------------           Member                                  December 23, 1997
Jay Davidson

/s/ David E. Loeffler
---------------------------------------           Member                                  December 23, 1997
David E. Loeffler

/s/ J. Lavon Moron
---------------------------------------           Member                                  December 23, 1997
J. Lavon Morton
</TABLE>

                                                       II-7
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                                  Sequential
   Exhibit                                                                                           Page
    Number                          Document Description                                            Number
    ------                          --------------------                                            ------
     <S>        <C>                                                                                    <C>

     4.1*       Treadco, Inc. Employees' Investment Plan.                                               9
     4.2*       Amendment No. One to the Treadco, Inc. Employees' Investment Plan.                     67
     4.3*       Amendment No. Two to the Treadco, Inc. Employees' Investment Plan.                     69
     4.4*       Amendment No. Four to the Treadco, Inc. Employees' Investment Plan.                    70
     4.5        Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the    
                Company's Form S-1  Registration  Statement under the Securities Act of 1933 dated 
                July 3, 1991,  Commission File No.  33-41605,) and incorporated herein by reference.
     4.6        Bylaws of the  Company  (previously  filed as Exhibit 3.2 to the Company's Form S-1
                Registration  Statement under the Securities Act of 1933 dated July 3, 1991, 
                Commission File No.  33-41605), and incorporated herein by reference.
     5.1**      Opinion of Jenkens & Gilchrist, a Professional Corporation.
    23.1***     Consent of Jenkens & Gilchrist, a Professional Corporation.
    23.2*       Consent of Ernst & Young LLP, Independent Auditors.                                    78
    24.1*       Power of Attorney (on signature page).


--------------------
<FN>

*        Filed herewith.

**       No opinion is being furnished herewith pursuant to instruction (a) to Item 8 of Form S-8 as the Shares registered
         herein are not original issuance securities.

***      No consent is being filed herewith  pursuant to instruction (a) to Item
         Form S-8, as the Shares  being  registered  are not  original  issuance
         securities.
</FN>
</TABLE>


                                                       II-8
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As filed with the Securities and Exchange Commission on December 29, 1997
                                                      Registration No. 33-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                   DELAWARE                                      71-0706271
        (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                       Identification No.)

            1101 SOUTH 21ST STREET
             FORT SMITH, ARKANSAS                                   72901
   (Address of principal executive offices)                      (Zip Code)

                            TREADCO, INC. EMPLOYEES'
                                 INVESTMENT PLAN
                            (Full title of the plans)

             Richard F. Cooper                               Copy to:
                 Secretary                              Riva Johnson, Esq.
               Treadco, Inc.                           Jenkens & Gilchrist,
          1101 South 21st Street                    A Professional Corporation
        Fort Smith Arkansas  72901                 1445 Ross Avenue, Suite 3200
              (501) 785-6000                           DALLAS, TEXAS  75202
    (Name, address and telephone number
 including area code of agent for service)
CALCULATION OF REGISTRATION FEE

                                                                         PROPOSED                PROPOSED
                                                  AMOUNT                 MAXIMUM                 MAXIMUM              AMOUNT OF
             TITLE OF CLASS OF                    TO BE               OFFERING PRICE            AGGREGATE           REGISTRATION
        SECURITIES TO BE REGISTERED          REGISTERED(1)(2)        PER SHARE(3)(4)       OFFERING PRICE(3)(4)        FEE(4)
======================================= ======================== ====================== ========================= ==================
Common Stock, $0.01 par value per share       110,000 Shares               $ 9.25                $ 1,017,500            $ 300.17
======================================= ======================== ====================== ========================= ==================
(1) The securities to be registered  include 110,000 shares that may be
offered or sold under the Treadco, Inc. Employees' Investment Plan (the "Plan").  
         (2) Pursuant to Rule  416(c) under  the  Securities  Act  of  1933,  as
amended, this  Registration Statement  also covers  an  indeterminate  amount of
interests to be offered or sold pursuant to the Plan.
         (3) Estimated solely for the purpose  of calculating  the  registration
fee.
         (4) Calculated pursuant to Rule 457(c) and (h). Accordingly,  the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
110,000  shares of Common Stock that may be offered or sold under the Plans at a
price per share of  $ 9.25,  which is the  average  of the  highest  and  lowest
selling price per share of Common Stock on The Nasdaq National  Market,  Inc. on
December 22, 1997.
Page  one  of  78  sequentially  numbered  pages.  Index  to
                    exhibits is located on page 7 of the  sequentially  numbered
                    page system.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

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

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with Rule 428 of the Securities  Act of 1933, as amended,  and the Note
         to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  registrant  and the Plan hereby  incorporate  by reference in this
registration   statement  the  following  documents   previously  filed  by  the
registrant with the Securities and Exchange Commission (the "Commission"):

                  (1) the registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended December 31, 1996;

                  (2) the  registrant's  Quarterly  Reports on Form 10-Q for the
         quarters ended March 31, June 30 and September 30, 1997, filed with the
         Commission;

                  (3) the  description of the Common Stock,  par value $0.01 per
         share,  of  the  registrant  (the  "Common  Stock")  set  forth  in the
         Registration Statement on Form S-1 (No. 33-41605),  dated July 3, 1991,
         including  any  amendment  or report  filed for the purpose of updating
         such description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  registrant  (hereinafter  referred  to as the  "Corporation")  has
authority under section 145 of the Delaware General Corporation law to indemnify
its directors,  officers,  employees and agents of the Corporation. The Articles
of Incorporation and Bylaws of the Corporation provide that officers, directors,
or a person serving at the request of the  Corporation  as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other

                                                       II-2
enterprise,  including service with respect to an employee benefit plan (each an
"Indemnitee")  shall be  indemnified in any action,  suit or proceeding  brought
against such Indemnitee by reason of having served in such capacity, to the full
extent permitted by Delaware law; provided,  however, that such Indemnitee acted
in good faith and in a manner he or she  reasonably  believed  to be in the best
interest of the  Corporation.  The  Corporation,  however,  shall  indemnify  an
Indemnitee in a proceeding  brought by such  Indemnitee  only if such proceeding
was  authorized  by  the  Board  of  Directors.  Pursuant  to  the  Articles  of
Incorporation,  indemnification  is a contract right,  including the right to an
advancement of expenses, provided the Indemnitee undertakes to repay all amounts
advanced should it be determined by final judicial decision that such Indemnitee
is not  entitled to be  indemnified.  In respect of any  criminal  action,  such
Indemnitee  shall be indemnified  provided he had no reasonable cause to believe
his conduct was unlawful.  The Corporation's Bylaws provide that the Corporation
may purchase  and maintain  insurance on behalf of any person who is, or was, an
Indemnitee,  regardless  of whether the  Corporation  has the power to indemnify
such Indemnitee under the Bylaws.

         If a claim is not paid in full by the  Corporation  within  sixty  days
after a written claim has been received by the  Corporation  (except in the case
of a claim for an advancement of expenses,  in which case the applicable  period
shall be twenty days),  the  Indemnitee  may at any time  thereafter  bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, the  Indemnitee  shall also be entitled to
be paid the  expense of  prosecuting  or  defending  such suit.  In (i) any suit
brought  by the  Indemnitee  to  enforce  a right to  indemnification  under the
Articles  of  Incorporation  and  Bylaws  (but  not  in a  suit  brought  by the
Indemnitee  to  enforce a right to an  advancement  of  expenses)  it shall be a
defense  that,  and (ii) in any suit  brought by the  Corporation  to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
Indemnitee  has not met the  applicable  standard  of  conduct  set forth in the
Delaware  General  Corporation  Law.  Neither  the  failure  of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  Indemnitee  is  proper in the  circumstances
because the Indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  Indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  Indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
Indemnitee,  be a defense to such suit.  In any suit brought by an Indemnitee to
enforce a right to  indemnification  or to an  advancement of expenses or by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking,  the burden of proving  that the  Indemnitee  is not entitled to be
indemnified, or to such advancement of expenses, shall be on the Corporation.

         A  director  of  the  Corporation  is  not  personally  liable  to  the
Corporation or its  stockholders  for monetary  damages for breach of his or her
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation Law, or (iv) for any transaction from which the director derived any
improper  personal benefit.  If the Delaware General  Corporation Law is amended
after the filing of the  Certificate  of  Incorporation  to authorize  corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest  extent  permitted by the Delaware  General  Corporation  Law, as so
amended.

         In  addition  to  the  foregoing,  the  Corporation  has  entered  into
indemnification  agreements (an  "Indemnification  Agreement")  with each of its
directors.  Each such Indemnification  Agreement provides for indemnification of
directors of the  Corporation  to the fullest  extent  permitted by the Delaware
General Corporation Law and additionally  permits advancing  attorney's fees and
all other costs, expenses,  obligations, fines and losses, paid or incurred by a
director  generally  in  connection  with the  investigation,  defense  or other
participation in any threatened, pending or completed action, suit or proceeding
or any inquiry or investigation  thereof,  whether  conducted by or on behalf of
the the  Corporation  or any other  party.  If it is later  determined  that the
director is or was not entitled to  indemnification  under  applicable  law, the
Corporation is entitled to reimbursement by the director.

         The  Indemnification  Agreements further provide that in the event of a
change  in  control  of the  Corporation,  then  with  respect  to  all  matters
thereafter  arising concerning the rights of directors to indemnity payments and
expense advances,  all determinations  regarding  excludable claims will be made
only by a court  of  competent  jurisdiction  or by  special  independent  legal
counsel selected by the director and approved by the Corporation.

                                                       II-3
To the extent that the board of  directors or the  stockholders  of the
Corporation  may in the  future  wish to  limit or  repeal  the  ability  of the
Corporation  to  indemnify  directors,  such  repeal  or  limitation  may not be
effective  as to  directors  who are  currently  parties to the  Indemnification
Agreements, because their rights to full protection are contractually assured by
the Indemnification  Agreements. It is anticipated that similar contracts may be
entered into, from time to time, with future directors of the Corporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                           The  following  documents are filed as a part of this
registration statement.

  Exhibit           Description of Exhibit
  -------           ----------------------

  4.1*     Treadco, Inc. Employees' Investment Plan.

  4.2*     Amendment No. One to the Treadco, Inc. Employees' Investment Plan.

  4.3*     Amendment No. Two to the Treadco, Inc. Employees' Investment Plan.

  4.4*     Amendment No. Four to the Treadco, Inc. Employees' Investment Plan.

  4.5      Certificate of Incorporation of the Company  (previously filed
           as  Exhibit  3.1  to  the  Company's  Form  S-1   Registration
           Statement  under the  Securities  Act of 1933, as amended (the
           "Act") dated July 3, 1991,  Commission File No. 33-41605,) and
           incorporated herein by reference.

  4.6      Bylaws of the Company  (previously filed as Exhibit 3.2 to the
           Company's Form S-1 Registration  Statement under the Act dated
           July 3, 1991, Commission File No. 33-41605),  and incorporated
           herein by reference.

  5.1**    Opinion of Jenkens & Gilchrist, a Professional Corporation.

 23.1***   Consent of Jenkens & Gilchrist, a Professional Corporation.

 23.2*     Consent of Ernst & Young LLP, Independent Auditors.

 24.1*     Power of Attorney (on signature page).

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

*        Filed herewith.

**       No opinion is being furnished  herewith pursuant to  instruction (a) to
         Item 8 of Form S-8 as  the Shares  registered herein  are not  original
         issuance securities.

***      No consent is being filed herewith  pursuant to instruction (a) to Item
         Form S-8, as the Shares  being  registered  are not  original  issuance
         securities.

                                                       II-4
ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

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

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, 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.

         B. The undersigned  registrant  hereby 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 (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act 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  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  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                                       II-5
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  Richard F. Cooper,  his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement, and to file the same with all exhibits, thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said 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 in and about the
premises,  as  fully  to all  intents  and  purposes  as he 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
hereof.

                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets  all 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 Fort Smith, State of Arkansas,  on December 23,
1997:

                                              TREADCO, INC.

                                              By: /s/ Richard F. Cooper
                                                 ----------------------
                                                    Name: Richard F. Cooper
                                                    Title:  Secretary

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
SIGNATURE                                          CAPACITY                                      DATE
            ---------                                          --------                                      ----
/s/ Robert A. Young, III                  Chairman of the Board, Director                              December 23, 1997
---------------------------------          
Robert A. Young, III

/s/ John R. Meyers                        President and Chief Executive Officer (Principal             December 23, 1997
---------------------------------         Executive Officer, Director)  
John R. Meyers                            

/s/ David E. Loeffler                     Vice President-Chief Financial Officer and                   December 23, 1997
---------------------------------         Treasurer (Principal Financial and Accounting Officer)
David E. Loeffler                         

                                          Director                                                     December __, 1997
---------------------------------         
Nicolas M. Georgitsis

/s/ Robert B. Gilbert                     Director                                                     December 23, 1997
---------------------------------         
Robert B. Gilbert
               
                                          Director                                                     December __, 1997
---------------------------------         
William A. Marquard
II-6
Director                                                     December __, 1997
---------------------------------         
John H. Morris
THE PLAN.
         ---------

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has  been  signed  by the  following  members  of the  Administrative
Committee of the Treadco, Inc.'s Employees' Investment Plan, in the City of Fort
Smith, State of Arkansas, on the dates indicated.
SIGNATURE                           TITLE                                        DATE
               ---------                           -----                                        ----
/s/ Donald L. Neal                   
---------------------------------------           Chairman                                December 23, 1997
Donald L. Neal

/s/ Richard F. Cooper
---------------------------------------           Member                                  December 23, 1997
Richard F. Cooper

/s/ John R. Meyers
---------------------------------------           Member                                  December 23, 1997
John R. Meyers

/s/ Randall M. loyd
---------------------------------------           Member                                  December 23, 1997
Randall M. Loyd

/s/ Jay Davidson
---------------------------------------           Member                                  December 23, 1997
Jay Davidson

/s/ David E. Loeffler
---------------------------------------           Member                                  December 23, 1997
David E. Loeffler

/s/ J. Lavon Moron
---------------------------------------           Member                                  December 23, 1997
J. Lavon Morton
II-7
EXHIBIT INDEX
Sequential
   Exhibit                                                                                           Page
    Number                          Document Description                                            Number
    ------                          --------------------                                            ------
4.1*       Treadco, Inc. Employees' Investment Plan.                                               9
     4.2*       Amendment No. One to the Treadco, Inc. Employees' Investment Plan.                     67
     4.3*       Amendment No. Two to the Treadco, Inc. Employees' Investment Plan.                     69
     4.4*       Amendment No. Four to the Treadco, Inc. Employees' Investment Plan.                    70
     4.5        Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the    
                Company's Form S-1  Registration  Statement under the Securities Act of 1933 dated 
                July 3, 1991,  Commission File No.  33-41605,) and incorporated herein by reference.
     4.6        Bylaws of the  Company  (previously  filed as Exhibit 3.2 to the Company's Form S-1
                Registration  Statement under the Securities Act of 1933 dated July 3, 1991, 
                Commission File No.  33-41605), and incorporated herein by reference.
     5.1**      Opinion of Jenkens & Gilchrist, a Professional Corporation.
    23.1***     Consent of Jenkens & Gilchrist, a Professional Corporation.
    23.2*       Consent of Ernst & Young LLP, Independent Auditors.                                    78
    24.1*       Power of Attorney (on signature page).

--------------------
*        Filed herewith.

**       No opinion is being furnished herewith pursuant to instruction (a) to Item 8 of Form S-8 as the Shares registered
         herein are not original issuance securities.

***      No consent is being filed herewith  pursuant to instruction (a) to Item
         Form S-8, as the Shares  being  registered  are not  original  issuance
         securities.
II-8