
<PAGE> 1

As filed with the Securities and Exchange Commission on January 31, 1997
SEC File No. 33-94318-C


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

AMERICAN TIRE CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)

           NEVADA                                              87-0535207
-------------------------------                           --------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                            Identification No.)

446 West Lake Street, Ravenna, Ohio                            44266
----------------------------------------                     --------- 
(Address of Principal Executive Offices)                     (Zip Code)

1997 Non-Qualified Stock Option Plan
------------------------------------
(Full title of the plan)

Richard Steinke, 446 West Lake Street, Ravenna, OH  44266
          ----------------------------------------------------------
(Name, address, including zip code of agent for service)

 Telephone number, including area code, of agent  for service:  (330) 296-8778

<TABLE>
                           CALCULATION OF REGISTRATION FEE
<CAPTION>
                               Proposed         Proposed
Title of                       Maximum          Maximum
Securities     Amount          Offering         Aggregate        Amount of
to be          to be           Price Per        Offering         Registration 
Registered     Registered (2)  Share (1)        Price            Fee
----------     ----------       ----------      ----------       ------------
<C>            <C>              <C>             <C>              <C>
Common Stock,
$0.001 par
value               35,000        $ 6.75          $236,250         $100.00
 
</TABLE>

(1)  Bona fide estimate of maximum offering price solely for the purpose of 
calculating the registration fee, based on the bid price of the Registrant's 
common stock on January 29, 1997, as reported on the NASD's OTC Bulletin 
Board.
PAGE
<PAGE> 2

AMERICAN TIRE CORPORATION
                  Cross Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of part I of form S-8 and the section 10(a) 
prospectus which will be delivered to each employee, director or consultant 
who participates in the stock option plan.

Registration Statement Item Numbers and Headings       Prospects Headings
------------------------------------------------       ------------------

1)     Plan Information                             Section 10(a) Prospectus

2)     Registration Information and Employee
       Plan Annual Information                      Section 10(a) Prospectus




PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are hereby
incorporated by reference:

     1)     The Company's Annual Report on Form 10-KSB for the year ended June 
30, 1996.

     2)     All reports filed by the Company with the Commission pursuant to 
section 13(a) or 15(d) of the Exchange Act since June 30, 1996.

     3)     The Company's registration statement on Form SB-2, filed with the 
Commission on July 5, 1995, including all amendments and post-effective 
amendments thereto, SEC File No. 33-94318.

All reports and other documents subsequently filed by the Company pursuant to 
Sections 13(a), 13(c), 12, or 15(d) of the Exchange Act prior to the filing of 
any post-effective amendment which indicates that all securities covered by 
this Prospectus have been sold or which deregisters all such securities then 
remaining unsold shall be deemed to be incorporated by reference herein and to 
be a part hereof from the date of the filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES

Common Stock

     The Company is authorized to issue 25,000,000 shares of common stock, par 
value $0.001 per share (the "Common Stock").  The holders of the Common Stock 
are entitled to one vote per share on each matter submitted to a vote at any 
meeting of shareholders.  Shares of Common Stock do not carry cumulative 
voting rights and, therefore, a majority of the shares of outstanding Common 
Stock will be able to elect the entire board of directors and, if they do so, 
minority shareholders would not be able to elect any persons to the board of 
directors. The Company's articles of incorporation and bylaws provide that a 
majority of the issued and outstanding shares of the Company shall constitute 
a quorum for shareholders' meetings, except with respect to certain matters 
for which a different percentage quorum is required by statute.  
<PAGE> 3

     Shareholders of the Company have no preemptive rights to acquire 
additional shares of Common Stock or other securities.  The Common Stock is 
not subject to redemption and carries no subscription or conversion rights. In 
the event of liquidation of the Company, the shares of Common Stock are 
entitled to share equally in corporate assets after satisfaction of all 
liabilities and payment of any preferences on preferred stock.

     Holders of Common Stock are entitled to receive such dividends as the 
board of directors may from time to time declare out of funds legally 
available for the payment of dividends.

     The board of directors has the authority to issue the authorized but 
unissued shares of Common Stock without action by the shareholders.  The 
issuance of such shares would reduce the percentage ownership held by persons 
purchasing Common Stock in this offering and may dilute the book value of the 
then existing shareholders.

Preferred Stock

     The Company's Articles of Incorporation authorize 5,000,000 shares of 
Preferred Stock, par value $0.001 per share (the "Preferred Stock"). Preferred 
Stock may be issued in one or more series or classes, with each series or 
class having the rights and privileges respecting voting rights, preferences 
as to dividends and liquidation, conversion rights, and other rights of such 
series as determined by the board of directors at the time of issuance.  
Currently there are no shares of Preferred Stock outstanding nor have any such 
shares been designated for issuance.

Registrar and Transfer Agent

     The registrar and transfer agent of the Company's securities is Interest 
Transfer Company, 1981 East Murray-Holladay Road, Holladay, Utah  84117, (801) 
272-9294.  


ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     No expert or counsel for the Company named in this registration statement 
as having prepared or certified any part hereof, or as giving an opinion as to 
the validity of the securities being registered was employed on a contingency 
basis, or has or is to receive, in connection with the offering, a substantial 
interest in the Company or its subsidiaries.  In addition no such expert or 
counsel is connected with the Company or its subsidiaries as a promoter, 
managing underwriter, voting trustee, director, officer, or employee.


PAGE
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The following is a brief summary of certain indemnification provisions of 
the Company's certificate of incorporation and the Nevada Revised Statutes.  
This summary is qualified in its entirety by reference to the text thereof.

     Section 78.751 of the Nevada Revised Statutes confers on a director or 
officer an absolute right to indemnification for expenses, including 
attorneys' fees, actually and reasonably incurred by him to the extent he is 
successful on the merits or otherwise in defense of any action, suit, or 
proceeding.  This section also entitles a director or officer to partial 
indemnification against expenses to the extent that he has been successful in 
defending any claim, issue, or matter asserted in such proceeding.  The Nevada 
indemnification section further permits the corporation to indemnify officers 
and directors in circumstances where indemnification is not mandated by the 
statute and certain statutory standards are satisfied.  The Nevada statute 
expressly makes indemnification contingent upon a determination that 
indemnification is proper in the circumstances.   Such determination must be 
made by the board of directors, the shareholders, or independent legal 
counsel.  Nevada law also permits a corporation, in its articles of 
incorporation, bylaws, or an agreement, to pay attorneys' fees and other 
litigation expenses on behalf of a corporate official in advance of the final 
disposition of the action upon receipt of an undertaking by or on behalf of 
the corporate official to repay such expenses to the corporation if it is 
ultimately determined that he is not entitled to be indemnified by the 
corporation.  The corporation may also purchase and maintain insurance to 
provide indemnification.  The  Nevada statute also provides that 
indemnification authorized by the statute is not exclusive of, but is in 
addition to, indemnification rights granted under a corporation's articles of 
incorporation, an agreement, or pursuant to a vote of shareholders or 
disinterested directors.

     The foregoing discussion of indemnification merely summarizes certain 
aspects of indemnification provisions and is limited by reference to Section 
78.751 of the Nevada Revised Statues.

     The Company's articles of incorporation and bylaws do not contain 
specific provisions relating to indemnification of directors, officers, 
employees, and/or agents of the Company.  However, it is anticipated that the 
Company will indemnify its officers and directors to the full extent permitted 
by the above referenced statute.  Insofar as indemnification for liabilities 
arising under the Securities Act may be permitted to directors, officers, and 
controlling persons of the small business issuer pursuant to the foregoing 
provisions, or otherwise, the small business issuer has been advised that in 
the opinion of the Securities and Exchange 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 small business issuer of expenses 
incurred or paid by a director, officer or controlling person in connection 
with the securities being registered), the small business issuer 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 the Company is against public policy as expressed in 
the Securities Act and will be governed by the final adjudication of such 
issue.




<PAGE> 5

                      ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     No restricted securities are being reoffered or resold pursuant to this 
registration statement.


ITEM 8. EXHIBITS
Exhibits.


     Copies of the following documents are included as exhibits to this 
registration statement pursuant to item 601 of regulation S-K.

             SEC
Exhibit      Reference
No.          No.           Description                           Location
-------      ---------     -----------                           --------
3.01            3          Articles of Incorporation             Incorporated
                                                                 by Reference*

3.02            3          Bylaws                                Incorporated
                                                                 by Reference*

4.01            4          Specimen certificate
                           for Common Stock                      Incorporated
                                                                 by Reference*

4.02            4          American Tire Corporation 
                           1997 Non-Qualified Stock Option Plan  This Filing

5.01          5 & 23       Letter opinion, including consent
                           of Taylor and Associates, Inc.
                           Attorneys and Counselors at Law,
                           regarding legality of Common Stock
                           to be issued pursuant to options
                           granted under the Plan.               This Filing

23.01           23         Consent of Saltz, Shamis & Goldfarb,
                           Inc., independent certified public
                           accountants, for American Tire
                           Corporation, for the fiscal year
                           ended June 30, 1996                   This Filing

25.01           25         Powers of Attorney                    See Signature
                                                                 Page

*     Incorporated by reference from the Company's registration statement on
Form SB-2 filed with the Commission, SEC file No. 33-94318-C.

PAGE
<PAGE> 6

                                ITEM 9. UNDERTAKINGS

REGULATION S-K

Post-Effective Amendments - Item 512(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.

     (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.

Filings Incorporating Subsequent Exchange Act Documents by Reference - Item 
512(b)

     The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, as amended , each 
filing of the Registrant's annual report pursuant to section 13(a) or 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(a) of the 
Securities Exchange Act of 1934) 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.

Filing of Registration Statement on Form S-8 - Item 512(h)

     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 Act and will be governed by the 
final adjudication of such issue.



<PAGE> 7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
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 Ravenna, State of Ohio, on the 30th 
day of January, 1997.

                                        AMERICAN TIRE CORPORATION

                                        By /S/ Richard A. Steinke,
                                               Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Richard A. Steinke, with power of substitution, 
as his attorney-in-fact for him, in all capacities, to sign any amendments to 
this registration statement and to file the 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 substitutes may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this registration statement has been signed by the following persons in the 
capacities and on the date indicated.

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


/S/ Richard A. Steinke          Chairman of the Board and    January 30, 1997
                                Chief Executive Officer

/S/ Dennis S. Chrobak           Director and President       January 30, 
1997                                   

/S/ Gary Dalton                 Director and Vice President  January 30, 1997
