<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<FILENAME>arca024330_s8a2.txt
<DESCRIPTION>ARCA, INC. FORM S-8 POS AMENDMENT NO. 2
<TEXT>
    As filed with the Securities and Exchange Commission on September 4, 2002

                                                      Registration No. 333-33374

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------
                                 POST EFFECTIVE
                                 Amendment No. 2
                                       To
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
               (Exact name of issuer as specified in its charter)

            Minnesota                                                 41-1454591
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

             7400 Excelsior Boulevard, Minneapolis, Minnesota 55426
          (Address of principal executive offices, including Zip Code)

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                            (Full title of the plan)

               Edward R. Cameron                             Copy to:
                   President                           Joseph D. Roach, Esq.
 Appliance Recycling Centers of America, Inc.        Mackall, Crounse & Moore
           7400 Excelsior Boulevard                       1400 AT&T Tower
         Minneapolis, Minnesota 55426                  901 Marquette Avenue
    (Name and address of agent for service)        Minneapolis, Minnesota 55402
                                                          (612) 305-1400

                                 (952) 930-9000
          (Telephone number, including area code, of agent for service)

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8. Exhibits.

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

* 5.1    Opinion of Mackall, Crounse & Moore as to the legality of Common Stock
         of the Company.

*24.1    Consent of McGladrey & Pullen, LLP.

*24.2    Consent of Mackall, Crounse & Moore [included in its opinion filed as
         Exhibit 5.1].

*25.1    Powers of Attorney [included as part of original signature page].

+28.1    Appliance Recycling Centers of America, Inc. Amended and Restated 1997
         Stock Option Plan.

*28.2    Warrant to Purchase 5,000 Shares of Common Stock, dated March 5, 1999.

------------
* Previously filed
+ Filed herewith


                                      -2-
<PAGE>


                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota as of September 4,
2002.

                                        APPLIANCE RECYCLING CENTERS OF AMERICA,
                                        INC.


                                        By:     /s/ EDWARD R. CAMERON
                                            ------------------------------------
                                            Edward R. Cameron
                                            Chairman of the Board, President and
                                            Chief Executive Officer



Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed, as of September 4, 2002, by the following persons in
the capacities indicated.

Signature                     Title
---------                     -----

/s/ EDWARD R. CAMERON         Chairman of the Board, President,
-------------------------     Chief Executive Officer and Director
Edward R. Cameron             (Principal Executive Officer)



/s/ LINDA KOENIG              Controller
-------------------------     (Principal Accounting Officer)
Linda Koenig



          *                   Director
-------------------------
George B. Bonniwell



          *                   Director
-------------------------
Duane S. Carlson


                                      -3-
<PAGE>



          *                   Director
-------------------------
Harry W. Spell



          *                   Director
-------------------------
Marvin Goldstein



*By:     /s/ EDWARD R. CAMERON
     --------------------------------------
     Edward R. Cameron, Attorney-in-Fact



                                      -4-

</TEXT>
</DOCUMENT>
