As filed with the Securities and Exchange Commission on March 20, 1997
                                                      Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                       NATIONAL AUTO FINANCE COMPANY, INC.
             (Exact Name of Registrant as Specified in its Charter)

             Delaware                                   65-0688619
  (State or Other Jurisdiction of 
  Incorporation or Organization)            (I.R.S. Employer Identification No.)

                         621 N.W. 53rd Street, Suite 200
                            Boca Raton, Florida 33487
                                 (561) 997-2747
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                       NATIONAL AUTO FINANCE COMPANY, INC.
                            1996 SHARE INCENTIVE PLAN
                              (Full Title of Plan)
                                 Keith B. Stein
                                  Vice Chairman
                       National Auto Finance Company, Inc.
                         621 N.W. 53rd Street, Suite 200
                            Boca Raton, Florida 33487
                                 (561) 997-2747

                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)
                                   Copies to:
                             Howard Chatzinoff, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000
<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                   Proposed Maximum       Proposed Maximum
                                              Amount to be        Offering Price Per     Aggregate Offering         Amount of
  Title of Securities to be Registered        Registered(1)            Share(2)               Price(2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                     <C>                 <C>                    <C>      
Common Stock, par value $.01 per share           500,000                 $8.50               $4,250,000             $1,288
====================================================================================================================================
<FN>
(1)   Plus such indeterminate number of shares of Common Stock of the Registrant
      as may be issued to prevent dilution resulting from stock dividends, stock
      splits or similar transactions in accordance with Rule 416 under the
      Securities Act of 1933.
(2)   Estimated solely for purposes of calculating the registration fee pursuant
      to Rule 457 of the Securities Act of 1933.
</FN>
</TABLE>
================================================================================

<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

            The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

Item 2. Registrant Information and Employee Plan Annual Information.

            Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the National Auto Finance Company, Inc. 1996 Share
Incentive Plan and its administrators are available without charge by
contacting:

                     National Auto Finance Company, Inc.
                       621 N.W. 53rd Street, Suite 200
                          Boca Raton, Florida 33487
                                (516) 997-2747
                          Attention: Kevin G. Adams



<PAGE>

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

            The following documents filed with the Commission by National Auto
Finance Company, Inc. (the "Company") are incorporated herein by reference:

            (a)   The Company's Current Report on Form 8-K (File No. 0-22067),
                  filed with the Commission on March 7, 1997.

            (b)   The Company's Registration Statement on Form S-1 (File No.
                  333-13667), filed with the Commission on October 8, 1996, as
                  amended.

            (c)   The Company's Registration Statement on Form 8-A (File No.
                  0-22067), filed with the Commission on January 27, 1997.

            (d)   The Company's Prospectus (File No. 333-13667), filed with the
                  Commission on January 31, 1997.

            All documents subsequently filed by the Company 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"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date 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.

            Article Seventh of the Certificate of Incorporation of the Company
provides for the indemnification, against certain expenses and liabilities, of
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 by reason of the fact that he is or
was a director or officer of the Company, or is or was a director or officer of
the Company serving at the request of the Company as a director, officer,
trustee, employee or agent of, or in any other capacity with respect to, another
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise. Pursuant to Section 145 of the
General Corporation Law of the State of Delaware ("Delaware Code"), a Delaware
corporation generally has the power to indemnify its present and former
directors and officers against expenses incurred by them in connection with any
suit to which such directors and officers are, or are threatened to be made, a
party by reason of their serving in such positions, so long as they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation for which they served in such positions,
and with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such directors or officers acted in good faith and in
a manner such directors or officers reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action


                                    II-1
<PAGE>

or proceeding, had no reasonable cause to believe such directors' or officers'
conduct was unlawful. Indemnification is not available if such person is
adjudged to be liable to the corporation for which he or she served in such
positions, unless and only to the extent the court in which such action is
brought determines that, despite the adjudication of liability, and in view of
all the circumstances, the person is reasonably and fairly entitled to
indemnification for such expenses as the court shall deem proper. Where a
director or officer is successful on the merits or otherwise in the defense of
any action referred to above or in defense of any claim, issue or matter
therein, the corporation must indemnify such director or officer against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith. The Company has the power to purchase and
maintain insurance for such persons. The statute also expressly provides that
the power to indemnify authorized thereby is not exclusive of any rights granted
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

            The above discussion of the Certificate of Incorporation of the
Company, and of Section 145 of the Delaware Code, is not intended to be
exhaustive and is qualified in its entirety by such Certificate of Incorporation
and by the Delaware Code.

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

            Not Applicable.

Item 8. Exhibits.

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

4.1  - Certificate of Incorporation of the Company (incorporated by reference
       to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File
       No. 333-13667), as filed with the Commission on October 8, 1996, as
       amended (the "S-1 Registration Statement")).*

4.2  - By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the
       Company's S-1 Registration Statement).*

4.3  - National Auto Finance Company, Inc. 1996 Share Incentive Plan
       (incorporated by reference to Exhibit 10.2 to the Company's S-1
       Registration Statement).*

5.1  - Opinion of Weil, Gotshal & Manges LLP with respect to the legality of
       the securities.**

23.1 - Consent of KPMG Peat Marwick LLP.**

23.2 - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).**

24   - Powers of Attorney (included in signature page hereof).**


--------
* Incorporated by reference.
** Filed herewith.


                                    II-2

<PAGE>

Item 9. Undertakings.

            (a)   The undersigned registrant hereby undertakes:

            (1) to file, during any period in which officers 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;

                      (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; 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
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
Exchange Act that are incorporated by reference 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 Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                    II-3

<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 New York, State of New York, on this 20th day of
March, 1997.

                                          NATIONAL AUTO FINANCE COMPANY, INC.


                                          By: /s/ Keith B. Stein
                                              ---------------------------
                                              Name: Keith B. Stein
                                              Title: Vice Chairman

                               POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary L. Shapiro and Keith B.
Stein, and each individually, such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for such person and
in such person's name, place and stead, in any and all capacities to sign any
and all amendments and post-effective amendments to this Registration Statement,
and to file the same with all exhibits thereto, and the other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitutes or substitute, may lawfully do or cause
to be done by virtue here.

            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.
<TABLE>
<CAPTION>

            Signature                           Title                  Date
            ---------                           -----                  ----

<S>                                 <C>                                <C> 
/s/ Gary L. Shapiro                 Chief Executive Officer and        March 20, 1997
------------------------------      Chairman of the Board (principal
Gary L. Shapiro                     executive officer)              
                              


/s/ Kevin G. Adams                  Vice President and Chief Financial March 20, 1997
------------------------------      Officer (principal financial and 
Kevin G. Adams                      accounting officer)              
                              


/s/ Keith B. Stein                  Vice Chairman and Director         March 20, 1997
------------------------------
Keith B. Stein


/s/ Edgar A. Otto                   Director                           March 20, 1997
------------------------------
Edgar A. Otto


/s/ Roy E. Tipton                   Director                           March 20, 1997
------------------------------
Roy E. Tipton


                                    Director                                           
------------------------------
Peter Offermann
</TABLE>

                                    II-4



<PAGE>


                                 EXHIBIT INDEX


Exhibit No.                      Description                           Page No.
-----------                      -----------                           --------

 4.1   - Certificate of Incorporation of the Company (incorporated by
         reference to Exhibit 3.1 to the S-1 Registration Statement, as
         filed with the Commission on October 8, 1996, as amended)

 4.2   - By-Laws of the Company (incorporated by reference to Exhibit
         3.2 to the Company's S-1 Registration Statement)

 4.3   - National Auto Finance Company, Inc. 1996 Share Incentive
         Plan (incorporated by reference to Exhibit 10.2 to the
         Company's S-1 Registration Statement)

 5.1   - Opinion of Weil, Gotshal & Manges LLP with respect to the
         legality of the securities

 23.1  - Consent of KPMG Peat Marwick LLP

 23.2  - Consent of Weil, Gotshal & Manges LLP (included in Exhibit
         5.1)

 24    - Powers of Attorney (included in signature pages hereof)
[{"type": "S-8", "sequence": "1", "description": "NAFCO 1996 SHARE INCENTIVE PLAN", "secsgml_size_bytes": 20170}]
{"company-data": {"conformed-name": "NATIONAL AUTO FINANCE CO INC", "cik": "0001024332", "assigned-sic": "6141", "irs-number": "650688619", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23649", "film-number": "97559773"}, "business-address": {"street1": "621 NORTHWEST 53RD ST STE 3200", "city": "BOCA RATON", "state": "FL", "zip": "33487", "phone": "5619972747"}, "mail-address": {"street1": "621 NORTHWEST 53RD STREET", "street2": "SUITE 3200", "city": "BOCA RATON", "state": "FL", "zip": "33487"}}
As filed with the Securities and Exchange Commission on March 20, 1997
                                                      Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                       NATIONAL AUTO FINANCE COMPANY, INC.
             (Exact Name of Registrant as Specified in its Charter)

             Delaware                                   65-0688619
  (State or Other Jurisdiction of 
  Incorporation or Organization)            (I.R.S. Employer Identification No.)

                         621 N.W. 53rd Street, Suite 200
                            Boca Raton, Florida 33487
                                 (561) 997-2747
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                       NATIONAL AUTO FINANCE COMPANY, INC.
                            1996 SHARE INCENTIVE PLAN
                              (Full Title of Plan)
                                 Keith B. Stein
                                  Vice Chairman
                       National Auto Finance Company, Inc.
                         621 N.W. 53rd Street, Suite 200
                            Boca Raton, Florida 33487
                                 (561) 997-2747

                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)
                                   Copies to:
                             Howard Chatzinoff, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                   Proposed Maximum       Proposed Maximum
                                              Amount to be        Offering Price Per     Aggregate Offering         Amount of
  Title of Securities to be Registered        Registered(1)            Share(2)               Price(2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share           500,000                 $8.50               $4,250,000             $1,288
====================================================================================================================================
(1)   Plus such indeterminate number of shares of Common Stock of the Registrant
      as may be issued to prevent dilution resulting from stock dividends, stock
      splits or similar transactions in accordance with Rule 416 under the
      Securities Act of 1933.
(2)   Estimated solely for purposes of calculating the registration fee pursuant
      to Rule 457 of the Securities Act of 1933.
================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

            The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

Item 2. Registrant Information and Employee Plan Annual Information.

            Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the National Auto Finance Company, Inc. 1996 Share
Incentive Plan and its administrators are available without charge by
contacting:

                     National Auto Finance Company, Inc.
                       621 N.W. 53rd Street, Suite 200
                          Boca Raton, Florida 33487
                                (516) 997-2747
                          Attention: Kevin G. Adams
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

            The following documents filed with the Commission by National Auto
Finance Company, Inc. (the "Company") are incorporated herein by reference:

            (a)   The Company's Current Report on Form 8-K (File No. 0-22067),
                  filed with the Commission on March 7, 1997.

            (b)   The Company's Registration Statement on Form S-1 (File No.
                  333-13667), filed with the Commission on October 8, 1996, as
                  amended.

            (c)   The Company's Registration Statement on Form 8-A (File No.
                  0-22067), filed with the Commission on January 27, 1997.

            (d)   The Company's Prospectus (File No. 333-13667), filed with the
                  Commission on January 31, 1997.

            All documents subsequently filed by the Company 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"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date 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.

            Article Seventh of the Certificate of Incorporation of the Company
provides for the indemnification, against certain expenses and liabilities, of
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 by reason of the fact that he is or
was a director or officer of the Company, or is or was a director or officer of
the Company serving at the request of the Company as a director, officer,
trustee, employee or agent of, or in any other capacity with respect to, another
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise. Pursuant to Section 145 of the
General Corporation Law of the State of Delaware ("Delaware Code"), a Delaware
corporation generally has the power to indemnify its present and former
directors and officers against expenses incurred by them in connection with any
suit to which such directors and officers are, or are threatened to be made, a
party by reason of their serving in such positions, so long as they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation for which they served in such positions,
and with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such directors or officers acted in good faith and in
a manner such directors or officers reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action

                                    II-1
or proceeding, had no reasonable cause to believe such directors' or officers'
conduct was unlawful. Indemnification is not available if such person is
adjudged to be liable to the corporation for which he or she served in such
positions, unless and only to the extent the court in which such action is
brought determines that, despite the adjudication of liability, and in view of
all the circumstances, the person is reasonably and fairly entitled to
indemnification for such expenses as the court shall deem proper. Where a
director or officer is successful on the merits or otherwise in the defense of
any action referred to above or in defense of any claim, issue or matter
therein, the corporation must indemnify such director or officer against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith. The Company has the power to purchase and
maintain insurance for such persons. The statute also expressly provides that
the power to indemnify authorized thereby is not exclusive of any rights granted
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

            The above discussion of the Certificate of Incorporation of the
Company, and of Section 145 of the Delaware Code, is not intended to be
exhaustive and is qualified in its entirety by such Certificate of Incorporation
and by the Delaware Code.

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

            Not Applicable.

Item 8. Exhibits.

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

4.1  - Certificate of Incorporation of the Company (incorporated by reference
       to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File
       No. 333-13667), as filed with the Commission on October 8, 1996, as
       amended (the "S-1 Registration Statement")).*

4.2  - By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the
       Company's S-1 Registration Statement).*

4.3  - National Auto Finance Company, Inc. 1996 Share Incentive Plan
       (incorporated by reference to Exhibit 10.2 to the Company's S-1
       Registration Statement).*

5.1  - Opinion of Weil, Gotshal & Manges LLP with respect to the legality of
       the securities.**

23.1 - Consent of KPMG Peat Marwick LLP.**

23.2 - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).**

24   - Powers of Attorney (included in signature page hereof).**

--------
* Incorporated by reference.
** Filed herewith.

                                    II-2
Item 9. Undertakings.

            (a)   The undersigned registrant hereby undertakes:

            (1) to file, during any period in which officers 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;

                      (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; 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
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
Exchange Act that are incorporated by reference 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 Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                    II-3
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 New York, State of New York, on this 20th day of
March, 1997.

                                          NATIONAL AUTO FINANCE COMPANY, INC.

                                          By: /s/ Keith B. Stein
                                              ---------------------------
                                              Name: Keith B. Stein
                                              Title: Vice Chairman

                               POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary L. Shapiro and Keith B.
Stein, and each individually, such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for such person and
in such person's name, place and stead, in any and all capacities to sign any
and all amendments and post-effective amendments to this Registration Statement,
and to file the same with all exhibits thereto, and the other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitutes or substitute, may lawfully do or cause
to be done by virtue here.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                           Title                  Date
            ---------                           -----                  ----
/s/ Gary L. Shapiro                 Chief Executive Officer and        March 20, 1997
------------------------------      Chairman of the Board (principal
Gary L. Shapiro                     executive officer)              
                              

/s/ Kevin G. Adams                  Vice President and Chief Financial March 20, 1997
------------------------------      Officer (principal financial and 
Kevin G. Adams                      accounting officer)              
                              

/s/ Keith B. Stein                  Vice Chairman and Director         March 20, 1997
------------------------------
Keith B. Stein

/s/ Edgar A. Otto                   Director                           March 20, 1997
------------------------------
Edgar A. Otto

/s/ Roy E. Tipton                   Director                           March 20, 1997
------------------------------
Roy E. Tipton

                                    Director                                           
------------------------------
Peter Offermann
II-4
EXHIBIT INDEX

Exhibit No.                      Description                           Page No.
-----------                      -----------                           --------

 4.1   - Certificate of Incorporation of the Company (incorporated by
         reference to Exhibit 3.1 to the S-1 Registration Statement, as
         filed with the Commission on October 8, 1996, as amended)

 4.2   - By-Laws of the Company (incorporated by reference to Exhibit
         3.2 to the Company's S-1 Registration Statement)

 4.3   - National Auto Finance Company, Inc. 1996 Share Incentive
         Plan (incorporated by reference to Exhibit 10.2 to the
         Company's S-1 Registration Statement)

 5.1   - Opinion of Weil, Gotshal & Manges LLP with respect to the
         legality of the securities

 23.1  - Consent of KPMG Peat Marwick LLP

 23.2  - Consent of Weil, Gotshal & Manges LLP (included in Exhibit
         5.1)

 24    - Powers of Attorney (included in signature pages hereof)