As filed with the Securities and Exchange Commission on December 27, 1996
                                                     Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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



                 Industrial Training Corporation
             (Exact name of registrant as specified in its charter)

       Maryland                                             52-1078263
--------------------------------                          -------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

                          13515 Dulles Technology Drive
                             Herndon, Virginia 22071
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                    1992 Director Incentive Stock Option Plan
                    -----------------------------------------
                              (Full title of plan)

                        Frank A. Carchedi, Vice President
                         Industrial Training Corporation
                          13515 Dulles Technology Drive
                             Herndon, Virginia 22071
                     (Name and address of agent for service)
                     ---------------------------------------

                                 (703) 713-3335
                     ---------------------------------------
                     (Telephone number of agent for service)

                                    Copy to:
                             Alan J. Berkeley, Esq.
                              Sidney R. Smith, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036



<PAGE>




                         CALCULATION OF REGISTRATION FEE

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

Common stock, par
value $.10 per            100,000           $5.00          $500,000   $172
share                     shares            



(1)      Inserted  solely for the purpose of calculating  the  registration  fee
         pursuant  to Rule  457(h).  The fee is  calculated  on the basis of the
         average of the high and low prices for the  Registrant's  Common  Stock
         reported on the NASDAQ National Market on December 23, 1996.


                                      - 2 -

<PAGE>



                                EXPLANATORY NOTE

         Industrial Training  Corporation's  earlier  Registration  Statement on
Form S-8 (File No. 33-60138),  filed with the Securities and Exchange Commission
on March 26, 1993 and pertaining to the Industrial  Training  Corporation's 1992
Director Incentive Stock Option Plan is incorporated  herein by reference.  This
incorporation by reference is made pursuant to General Instruction E of Form S-8
regarding  the  registration  of  additional  shares of the same  class as other
securities for which there has been filed a  Registration  Statement on Form S-8
relating to the same employee benefit plan.

                                      - 3 -

<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.           Exhibits.

         The following  exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

Exhibit No.                Description

   5.1                     Opinion of Kirkpatrick & Lockhart LLP as to the
                           legality of the securities being registered

  23.1                     Consent of Ernst & Young LLP

  23.2                     The consent of Kirkpatrick & Lockhart LLP to the
                           use of their opinion as an exhibit to this
                           Registration Statement is included in their
                           opinion filed herewith as Exhibit 5.1

  24                       Power of Attorney (see page 5)




                                      - 4 -

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of  Herndon,  State of  Virginia,  on this 27th day of
December, 1996.

                                    INDUSTRIAL TRAINING CORPORATION

                                     /S/ James H. Walton
                                By: ---------------------------------------
                                    James H. Walton,
                                    Chairman of the Board and
                                    Chief Executive Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints James H. Walton, or Frank A. Carchedi his
attorney-in-fact, with power of substitution, for him in any and all capacities,
to sign any amendments to this  Registration  Statement on Form S-8, and to file
same, with exhibits thereto, and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact,  or his substitute or substitutes,  may do or cause to be
done by virtue hereof.

         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/ James H. Walton
-----------------------          Chairman of the             December 27, 1996
James H. Walton                  Board and Chief
                                 Executive Officer
                                 (Principal
                                 Executive Officer)

/s/ Steven L. Roden
-----------------------          President and               December 27, 1996
Steven L. Roden                  Director

/s/ Frank A. Carchedi
-----------------------          Vice President and          December 27, 1996
Frank A. Carchedi                Chief Financial
                                 Officer (Principal
                                 Financial and
                                 Accounting Officer)


                                      - 5 -

<PAGE>







-----------------------          Director                     ________, 1996
Daniel R. Bannister


-----------------------          Director                     ________, 1996
Thomas M. Balderston

/s/ John D. Sanders
-----------------------          Director                   December 27, 1996
John D. Sanders

/s/ Richard E. Thomas
-----------------------          Director                   December 27, 1996
Richard E. Thomas

/s/ Philip J. Facchina 
-----------------------          Director                   December 27, 1996
Philip J. Facchina



                                      - 6 -

<PAGE>


                                  EXHIBIT INDEX



         The following  exhibits are filed herewith as part of this Registration
Statement:


         Exhibit No.             Description

             5.1                 Opinion of Kirkpatrick & Lockhart LLP
                                 as to the legality of the securities
                                 being registered

             23.1                Consent of Ernst & Young LLP

             23.2                The consent of Kirkpatrick & Lockhart
                                 LLP to the use of their opinion as an
                                 exhibit to this Registration
                                 Statement is included in their
                                 opinion filed herewith as
                                 Exhibit 5.1

              24                 Power of Attorney (see page 5)



                                      - 7 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8921}]
{"company-data": {"conformed-name": "INDUSTRIAL TRAINING CORP", "cik": "0000764867", "assigned-sic": "7812", "irs-number": "521078263", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18941", "film-number": "96687356"}, "business-address": {"street1": "13515 DULLES TECHNOLOGY DR", "city": "HERNDON", "state": "VA", "zip": "22071", "phone": "7037133335"}, "mail-address": {"street1": "13515 DULLES TECHNOLOGY DRIVE", "city": "HERNDON", "state": "VA", "zip": "22071"}}
As filed with the Securities and Exchange Commission on December 27, 1996
                                                     Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                 Industrial Training Corporation
             (Exact name of registrant as specified in its charter)

       Maryland                                             52-1078263
--------------------------------                          -------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

                          13515 Dulles Technology Drive
                             Herndon, Virginia 22071
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                    1992 Director Incentive Stock Option Plan
                    -----------------------------------------
                              (Full title of plan)

                        Frank A. Carchedi, Vice President
                         Industrial Training Corporation
                          13515 Dulles Technology Drive
                             Herndon, Virginia 22071
                     (Name and address of agent for service)
                     ---------------------------------------

                                 (703) 713-3335
                     ---------------------------------------
                     (Telephone number of agent for service)

                                    Copy to:
                             Alan J. Berkeley, Esq.
                              Sidney R. Smith, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE

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

Common stock, par
value $.10 per            100,000           $5.00          $500,000   $172
share                     shares            

(1)      Inserted  solely for the purpose of calculating  the  registration  fee
         pursuant  to Rule  457(h).  The fee is  calculated  on the basis of the
         average of the high and low prices for the  Registrant's  Common  Stock
         reported on the NASDAQ National Market on December 23, 1996.

                                      - 2 -
EXPLANATORY NOTE

         Industrial Training  Corporation's  earlier  Registration  Statement on
Form S-8 (File No. 33-60138),  filed with the Securities and Exchange Commission
on March 26, 1993 and pertaining to the Industrial  Training  Corporation's 1992
Director Incentive Stock Option Plan is incorporated  herein by reference.  This
incorporation by reference is made pursuant to General Instruction E of Form S-8
regarding  the  registration  of  additional  shares of the same  class as other
securities for which there has been filed a  Registration  Statement on Form S-8
relating to the same employee benefit plan.

                                      - 3 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.           Exhibits.

         The following  exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

Exhibit No.                Description

   5.1                     Opinion of Kirkpatrick & Lockhart LLP as to the
                           legality of the securities being registered

  23.1                     Consent of Ernst & Young LLP

  23.2                     The consent of Kirkpatrick & Lockhart LLP to the
                           use of their opinion as an exhibit to this
                           Registration Statement is included in their
                           opinion filed herewith as Exhibit 5.1

  24                       Power of Attorney (see page 5)

                                      - 4 -
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of  Herndon,  State of  Virginia,  on this 27th day of
December, 1996.

                                    INDUSTRIAL TRAINING CORPORATION

                                     /S/ James H. Walton
                                By: ---------------------------------------
                                    James H. Walton,
                                    Chairman of the Board and
                                    Chief Executive Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints James H. Walton, or Frank A. Carchedi his
attorney-in-fact, with power of substitution, for him in any and all capacities,
to sign any amendments to this  Registration  Statement on Form S-8, and to file
same, with exhibits thereto, and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact,  or his substitute or substitutes,  may do or cause to be
done by virtue hereof.

         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/ James H. Walton
-----------------------          Chairman of the             December 27, 1996
James H. Walton                  Board and Chief
                                 Executive Officer
                                 (Principal
                                 Executive Officer)

/s/ Steven L. Roden
-----------------------          President and               December 27, 1996
Steven L. Roden                  Director

/s/ Frank A. Carchedi
-----------------------          Vice President and          December 27, 1996
Frank A. Carchedi                Chief Financial
                                 Officer (Principal
                                 Financial and
                                 Accounting Officer)

                                      - 5 -
-----------------------          Director                     ________, 1996
Daniel R. Bannister

-----------------------          Director                     ________, 1996
Thomas M. Balderston

/s/ John D. Sanders
-----------------------          Director                   December 27, 1996
John D. Sanders

/s/ Richard E. Thomas
-----------------------          Director                   December 27, 1996
Richard E. Thomas

/s/ Philip J. Facchina 
-----------------------          Director                   December 27, 1996
Philip J. Facchina

                                      - 6 -
EXHIBIT INDEX

         The following  exhibits are filed herewith as part of this Registration
Statement:

         Exhibit No.             Description

             5.1                 Opinion of Kirkpatrick & Lockhart LLP
                                 as to the legality of the securities
                                 being registered

             23.1                Consent of Ernst & Young LLP

             23.2                The consent of Kirkpatrick & Lockhart
                                 LLP to the use of their opinion as an
                                 exhibit to this Registration
                                 Statement is included in their
                                 opinion filed herewith as
                                 Exhibit 5.1

              24                 Power of Attorney (see page 5)

                                      - 7 -