content: <PAGE>   1
          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1996
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                         ------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                         ------------------------------
  
                                PRIME SERVICE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
  
      DELAWARE            16225 PARK TEN PLACE, SUITE 200           76-0452435
  (State or Other              HOUSTON, TEXAS  77084             (I.R.S. Employer
  Jurisdiction of                                              Identification No.)
  Incorporation or                                            
   Organization)
  
           (Address of Principal Executive Offices Including Zip Code)
  
                         ------------------------------
  
                                PRIME HOLDING, INC.
                          MANAGEMENT STOCK INCENTIVE PLAN
  
                                PRIME SERVICE, INC.
                        1996 MANAGEMENT STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                         ------------------------------
  
                                   BRIAN FONTANA
                              CHIEF FINANCIAL OFFICER
                                PRIME SERVICE, INC.
                          16225 PARK TEN PLACE, SUITE 200
                               HOUSTON, TEXAS  77084
                      (Name and Address of Agent For Service)
  
                         ------------------------------
  
                                   (214) 578-5600
           (Telephone Number, Including Area Code, of Agent For Service)
  
                         ------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED MAXIMUM       PROPOSED MAXIMUM
      TITLE OF SECURITIES         AMOUNT TO BE           OFFERING PRICE                                    AMOUNT OF
       TO BE REGISTERED            REGISTERED              PER SHARE              AGGREGATE            REGISTRATION FEE
                                                                                OFFERING PRICE
  ------------------------------------------------------------------------------------------------------------------------
     <S>                          <C>                      <C>                    <C>                       <C>
       COMMON STOCK, PAR          1,759,727(1)             $21.12(2)              $37,336,682               $11,315
     VALUE $.01 PER SHARE
  ------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  This Registration Statement registers the issuance or transfer of:  (i)
       1,759,727 shares of common stock, par value $.01 per share (the "Common
       Stock"), of Prime Service, Inc., a Delaware corporation (the "Company"),
       presently reserved for issuance under the Prime Holding, Inc. Management
       Stock Incentive Plan (the "1994 Plan") and the Prime Service, Inc. 1996
       Management Stock Incentive Plan (the "1996 Plan," together with the 1994
       Plan, the "Plans"), (ii) additional shares of Common Stock that become
       available under the Plans in connection with certain changes in the number
       of outstanding shares of Common Stock because of such things as
       recapitalizations, stock dividends, and stock splits, and (iii) any other
       securities with respect to which the outstanding shares of Common Stock
       are converted or exchanged.
  
  (2)  Pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act,
       the Company has determined the proposed maximum offering price per share
       to be $21.12.  This price is the weighted average of (i) $24.44, the
       average of the high and low prices for the 1,153,335 shares of Common
       Stock  as yet unissued under the 1996 Plan, on November 1, 1996, a date
       within five business days before the filing of this Registration
       Statement. (ii) $3.86, the exercise price for issued and outstanding
       options for 259,727 shares of Common Stock under the 1994 Plan, and (iii)
       $23.50, the exercise price for issued and outstanding options for 346,665
       shares of Common Stock under the 1996 Plan.
  
  ================================================================================
  <PAGE>   2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
                   The information requested in Part I of this Registration
  Statement is included in the prospectus for the Plan, which the Company has
  excluded from this Registration Statement in accordance with the instructions
  to Form S- 8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                   The following documents that the Company has previously filed
  with the Commission are hereby incorporated by reference into this Registration
  Statement:
  
     1.    The Company's Prospectus dated October 31, 1996, filed pursuant to 
           Rule 424(b)(4) of the Securities Act of 1933, as amended, with the 
           Securities and Exchange Commission (the "Commission") on November 1, 
           1996.
  
     2.    The description of the Shares set forth in the Company's Registration 
           Statement on Form 8-A, filed with the Commission on September 9, 1996,
           under which the Company registered the Shares under Section 12(b) of 
           the Securities and Exchange Act of 1934, as amended (the "Exchange 
           Act").
  
           All reports and other documents that the Company subsequently files 
  with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
  Exchange Act, prior to the filing of a post-effective amendment indicating that
  the Company has sold all of the securities offered under this Registration
  Statement or that deregisters the distribution of all such securities then
  remaining unsold, shall be deemed to be incorporated by reference into this
  Registration Statement from the date that the Company files such report or
  document.  Any statement contained in this Registration Statement or any report
  or document incorporated into this Registration Statement by reference, however,
  shall be deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that a statement contained in a subsequently dated
  report or document that is also considered part of this Registration Statement,
  or in any amendment to this Registration Statement, is inconsistent with such
  prior statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Inapplicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Inapplicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the General Corporation Law of the State of Delaware 
  (the "Delaware Corporation Law") gives Delaware corporation broad powers to
  indemnify their present and former directors and officers against expenses
  (including attorneys' fees), judgments, fines and amounts paid in settlement
  actually and reasonably incurred in connection
  
  
  
  
  
                                         2
  <PAGE>   3
  with threatened, pending or completed actions, suits or proceedings to which
  they are parties or are threatened to be made parties by reason of being or
  having been such directors or officers, subject to specified conditions and
  exclusions; gives a director or officer who successfully defends an action the
  right to be so indemnified; and permits a corporation to buy directors' and
  officers' liability insurance.  Such indemnification is not exclusive of any
  other rights to which those indemnified be entitled under any by-law,
  agreement, vote of stockholders or otherwise.
  
          As permitted by Section 145 of the Delaware Corporation Law, Article VII
  of the Bylaws of the Company provides for the indemnification by the Company of
  its directors, officers, employees and agents against liabilities and expenses
  incurred in connection with actions, suits or proceedings brought against them
  by a third party or in the rights of the corporation, by reason of the fact that
  they were or are such officers, employees or agents.
  
          Article Eighth of the Company's Amended and Restated Certificate of
  Incorporation, provides that to the fullest extent permitted by the Delaware
  Corporation law as the same exists or may hereafter be amended, a director of
  the company shall not be liable to the Company or its stockholders for monetary
  damages for breach of fiduciary duty as a director.
  
          Additionally, Primeco Inc., a Texas corporation and wholly owned
  subsidiary of the Company, has entered into indemnification agreements with
  certain present and former officers and directors of Primeco.  These agreements,
  among other things, indemnify such officers and  directors for certain expenses
  and all losses, claims, liabilities, judgments, fines and settlement amounts
  incurred by such person arising out of or in connection with such person's
  service as a director or officer of Primeco to the fullest extent permitted by
  the Texas Business Corporation Act.  Primeco also has obtained and maintains
  policies of insurance under which its directors and officers will be insured,
  within the limits and subject to the limitations of the policies, against
  certain expenses in connection with the defense of, and certain liabilities
  which might be imposed as a result of, actions, suits or proceedings to which
  they are parties by reason of being or having been such officers or directors.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Inapplicable.
  
  
  
  
  
                                         3
  <PAGE>   4
  ITEM 8.  EXHIBITS.
  
          EXHIBIT NO.                DESCRIPTION
          -----------    --------------------------------------------------------
  
            4.1          Prime Holding, Inc. Management Stock Incentive Plan
  
            4.2          Prime Service, Inc. 1996 Management Stock Incentive Plan
  
            5.1          Opinion of Gibson, Dunn & Crutcher LLP
  
           23.1          Consent of Gibson, Dunn & Crutcher LLP
  
           23.2          Consent of Coopers & Lybrand LLP
  
           23.3          Consent of KPMG Peat Marwick LLP
  
           23.4          Consent of KPMG Peat Marwick LLP
  
  ITEM 9.  UNDERTAKINGS.
  
           A.    RULE 415 OFFERING.  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:
           (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
           clauses (i) and (ii) do not apply if the information required to be
           included in a post-effective amendment by those clauses is contained in
           periodic reports filed with or furnished to the Commission by the
           Registrant pursuant to Section 13 or 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.       FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
  REFERENCE.  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 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.
  
  
  
  
  
                                         4
  <PAGE>   5
  
           C.       REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
  REGISTRATION STATEMENT ON FORM S-8.  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 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.
  
                           [SIGNATURES ON THE NEXT PAGE]
  
  
  
  
  
                                         5
  <PAGE>   6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on this 5th day of November,
  1996.
  
  
  
                                                   PRIME SERVICE, INC.           
                                                   By:  /s/ Thomas E. Bennett    
                                                      ---------------------------
                                                   Name:    Thomas E. Bennett    
                                                   Title:   President            
                                        
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  
  <TABLE>
  <CAPTION>
               NAME AND SIGNATURE                               TITLE                             DATE
  ----------------------------------            -------------------------------------      --------------------
  <S>                                           <C>                                        <C>
  /s/ Thomas E. Bennett                         President and Director                      November 5, 1996
  ----------------------------                                                                                    
  Thomas E. Bennett
  
  /s/ Brian Fontana                             Executive Vice President and Chief          November 5, 1996
  ----------------------------                  Financial Officer                                                 
  Brian Fontana                                                  
  
  /s/ John L. Latimer                           Controller, Assistant Treasurer and         November 5, 1996
  ----------------------------                  Assistant Secretary                                               
  John L. Latimer                                                  
  
  /s/ Jon P. Hedley                             Director                                    November 5, 1996
  ----------------------------                                                                                    
  Jon P. Hedley
  
  /s/ Christopher J. O'Brien                    Director                                    November 5, 1996
  ----------------------------                                                                                    
  Christopher J. O'Brien
  
  /s/ Charles J. Philippin                      Director                                    November 5, 1996
  ----------------------------                                                                                    
  Charles J. Philippin
  </TABLE>
  
  
  
  
  
                                         6
  <PAGE>   7
  <TABLE>
  <S>                                           <C>                                         <C>
  /s/ Christopher J. Stadler                    Director                                    November 5, 1996
  ----------------------------                                                                                    
  Christopher J. Stadler
  
  
  
  /s/ Robert M. Howe                            Director                                    November 5, 1996
  ----------------------------                                                                                    
  Robert M. Howe
  </TABLE>
  
  
  
  
  
                                         7
  <PAGE>   8
                                   EXHIBIT INDEX
  <TABLE>
  <CAPTION>
                  EXHIBIT NO.                    DESCRIPTION
                  -------------  -------------------------------------------------
                  <S>              <C>
                      4.1        Prime Holding, Inc. Management Stock Incentive
                                 Plan (incorporated by reference to
                                 Exhibit 10.3 to Primeco Inc.'s 1995 Annual
                                 Report in Form 10-K filed with the Commission on
                                 April 15, 1996).
  
                      4.2        Prime Service, Inc. 1996 Management Stock
                                 Incentive Plan (incorporated by reference to 
                                 Exhibit 10.34 to the Company's Registration 
                                 Statement on Form S-1, File No. 333-11517, 
                                 originally filed with the Commission on 
                                 September 6, 1996).
  
                      5.1        Opinion of Gibson, Dunn & Crutcher LLP
  
                     23.1        Consent of Gibson, Dunn & Crutcher LLP (included
                                 in Exhibit 5.1)
  
                     23.2        Consent of Coopers & Lybrand L.L.P.
  
                     23.3        Consent of KPMG Peat Marwick LLP
  
                     23.4        Consent of KPMG Peat Marwick LLP
  </TABLE>
  
  
  
  
                                         8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19849}]
metadata_filer: {"company-data": {"conformed-name": "PRIME SERVICE INC", "cik": "0001022259", "assigned-sic": "7359", "irs-number": "760452435", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15557", "film-number": "96654643"}, "business-address": {"street1": "16225 PARK TEN PL STE 200", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "7135785600"}, "mail-address": {"street1": "GIBSON DUNN & CRUTCHER LLP", "street2": "200 PK AVE", "city": "NEW YORK", "state": "NY", "zip": "10166"}}
text: 1
          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1996
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                         ------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                         ------------------------------
  
                                PRIME SERVICE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
      DELAWARE            16225 PARK TEN PLACE, SUITE 200           76-0452435
  (State or Other              HOUSTON, TEXAS  77084             (I.R.S. Employer
  Jurisdiction of                                              Identification No.)
  Incorporation or                                            
   Organization)
  
           (Address of Principal Executive Offices Including Zip Code)
  
                         ------------------------------
  
                                PRIME HOLDING, INC.
                          MANAGEMENT STOCK INCENTIVE PLAN
  
                                PRIME SERVICE, INC.
                        1996 MANAGEMENT STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                         ------------------------------
  
                                   BRIAN FONTANA
                              CHIEF FINANCIAL OFFICER
                                PRIME SERVICE, INC.
                          16225 PARK TEN PLACE, SUITE 200
                               HOUSTON, TEXAS  77084
                      (Name and Address of Agent For Service)
  
                         ------------------------------
  
                                   (214) 578-5600
           (Telephone Number, Including Area Code, of Agent For Service)
  
                         ------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED MAXIMUM       PROPOSED MAXIMUM
      TITLE OF SECURITIES         AMOUNT TO BE           OFFERING PRICE                                    AMOUNT OF
       TO BE REGISTERED            REGISTERED              PER SHARE              AGGREGATE            REGISTRATION FEE
                                                                                OFFERING PRICE
  ------------------------------------------------------------------------------------------------------------------------
  COMMON STOCK, PAR          1,759,727(1)             $21.12(2)              $37,336,682               $11,315
     VALUE $.01 PER SHARE
  ------------------------------------------------------------------------------------------------------------------------
  (1)  This Registration Statement registers the issuance or transfer of:  (i)
       1,759,727 shares of common stock, par value $.01 per share (the "Common
       Stock"), of Prime Service, Inc., a Delaware corporation (the "Company"),
       presently reserved for issuance under the Prime Holding, Inc. Management
       Stock Incentive Plan (the "1994 Plan") and the Prime Service, Inc. 1996
       Management Stock Incentive Plan (the "1996 Plan," together with the 1994
       Plan, the "Plans"), (ii) additional shares of Common Stock that become
       available under the Plans in connection with certain changes in the number
       of outstanding shares of Common Stock because of such things as
       recapitalizations, stock dividends, and stock splits, and (iii) any other
       securities with respect to which the outstanding shares of Common Stock
       are converted or exchanged.
  
  (2)  Pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act,
       the Company has determined the proposed maximum offering price per share
       to be $21.12.  This price is the weighted average of (i) $24.44, the
       average of the high and low prices for the 1,153,335 shares of Common
       Stock  as yet unissued under the 1996 Plan, on November 1, 1996, a date
       within five business days before the filing of this Registration
       Statement. (ii) $3.86, the exercise price for issued and outstanding
       options for 259,727 shares of Common Stock under the 1994 Plan, and (iii)
       $23.50, the exercise price for issued and outstanding options for 346,665
       shares of Common Stock under the 1996 Plan.
  
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
                   The information requested in Part I of this Registration
  Statement is included in the prospectus for the Plan, which the Company has
  excluded from this Registration Statement in accordance with the instructions
  to Form S- 8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                   The following documents that the Company has previously filed
  with the Commission are hereby incorporated by reference into this Registration
  Statement:
  
     1.    The Company's Prospectus dated October 31, 1996, filed pursuant to 
           Rule 424(b)(4) of the Securities Act of 1933, as amended, with the 
           Securities and Exchange Commission (the "Commission") on November 1, 
           1996.
  
     2.    The description of the Shares set forth in the Company's Registration 
           Statement on Form 8-A, filed with the Commission on September 9, 1996,
           under which the Company registered the Shares under Section 12(b) of 
           the Securities and Exchange Act of 1934, as amended (the "Exchange 
           Act").
  
           All reports and other documents that the Company subsequently files 
  with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
  Exchange Act, prior to the filing of a post-effective amendment indicating that
  the Company has sold all of the securities offered under this Registration
  Statement or that deregisters the distribution of all such securities then
  remaining unsold, shall be deemed to be incorporated by reference into this
  Registration Statement from the date that the Company files such report or
  document.  Any statement contained in this Registration Statement or any report
  or document incorporated into this Registration Statement by reference, however,
  shall be deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that a statement contained in a subsequently dated
  report or document that is also considered part of this Registration Statement,
  or in any amendment to this Registration Statement, is inconsistent with such
  prior statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Inapplicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Inapplicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the General Corporation Law of the State of Delaware 
  (the "Delaware Corporation Law") gives Delaware corporation broad powers to
  indemnify their present and former directors and officers against expenses
  (including attorneys' fees), judgments, fines and amounts paid in settlement
  actually and reasonably incurred in connection
  
                                         2
  3
  with threatened, pending or completed actions, suits or proceedings to which
  they are parties or are threatened to be made parties by reason of being or
  having been such directors or officers, subject to specified conditions and
  exclusions; gives a director or officer who successfully defends an action the
  right to be so indemnified; and permits a corporation to buy directors' and
  officers' liability insurance.  Such indemnification is not exclusive of any
  other rights to which those indemnified be entitled under any by-law,
  agreement, vote of stockholders or otherwise.
  
          As permitted by Section 145 of the Delaware Corporation Law, Article VII
  of the Bylaws of the Company provides for the indemnification by the Company of
  its directors, officers, employees and agents against liabilities and expenses
  incurred in connection with actions, suits or proceedings brought against them
  by a third party or in the rights of the corporation, by reason of the fact that
  they were or are such officers, employees or agents.
  
          Article Eighth of the Company's Amended and Restated Certificate of
  Incorporation, provides that to the fullest extent permitted by the Delaware
  Corporation law as the same exists or may hereafter be amended, a director of
  the company shall not be liable to the Company or its stockholders for monetary
  damages for breach of fiduciary duty as a director.
  
          Additionally, Primeco Inc., a Texas corporation and wholly owned
  subsidiary of the Company, has entered into indemnification agreements with
  certain present and former officers and directors of Primeco.  These agreements,
  among other things, indemnify such officers and  directors for certain expenses
  and all losses, claims, liabilities, judgments, fines and settlement amounts
  incurred by such person arising out of or in connection with such person's
  service as a director or officer of Primeco to the fullest extent permitted by
  the Texas Business Corporation Act.  Primeco also has obtained and maintains
  policies of insurance under which its directors and officers will be insured,
  within the limits and subject to the limitations of the policies, against
  certain expenses in connection with the defense of, and certain liabilities
  which might be imposed as a result of, actions, suits or proceedings to which
  they are parties by reason of being or having been such officers or directors.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Inapplicable.
  
                                         3
  4
  ITEM 8.  EXHIBITS.
  
          EXHIBIT NO.                DESCRIPTION
          -----------    --------------------------------------------------------
  
            4.1          Prime Holding, Inc. Management Stock Incentive Plan
  
            4.2          Prime Service, Inc. 1996 Management Stock Incentive Plan
  
            5.1          Opinion of Gibson, Dunn & Crutcher LLP
  
           23.1          Consent of Gibson, Dunn & Crutcher LLP
  
           23.2          Consent of Coopers & Lybrand LLP
  
           23.3          Consent of KPMG Peat Marwick LLP
  
           23.4          Consent of KPMG Peat Marwick LLP
  
  ITEM 9.  UNDERTAKINGS.
  
           A.    RULE 415 OFFERING.  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:
           (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
           clauses (i) and (ii) do not apply if the information required to be
           included in a post-effective amendment by those clauses is contained in
           periodic reports filed with or furnished to the Commission by the
           Registrant pursuant to Section 13 or 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.       FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
  REFERENCE.  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 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.
  
                                         4
  5
  
           C.       REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
  REGISTRATION STATEMENT ON FORM S-8.  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 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.
  
                           [SIGNATURES ON THE NEXT PAGE]
  
                                         5
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                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on this 5th day of November,
  1996.
  
                                                   PRIME SERVICE, INC.           
                                                   By:  /s/ Thomas E. Bennett    
                                                      ---------------------------
                                                   Name:    Thomas E. Bennett    
                                                   Title:   President            
                                        
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  NAME AND SIGNATURE                               TITLE                             DATE
  ----------------------------------            -------------------------------------      --------------------
  /s/ Thomas E. Bennett                         President and Director                      November 5, 1996
  ----------------------------                                                                                    
  Thomas E. Bennett
  
  /s/ Brian Fontana                             Executive Vice President and Chief          November 5, 1996
  ----------------------------                  Financial Officer                                                 
  Brian Fontana                                                  
  
  /s/ John L. Latimer                           Controller, Assistant Treasurer and         November 5, 1996
  ----------------------------                  Assistant Secretary                                               
  John L. Latimer                                                  
  
  /s/ Jon P. Hedley                             Director                                    November 5, 1996
  ----------------------------                                                                                    
  Jon P. Hedley
  
  /s/ Christopher J. O'Brien                    Director                                    November 5, 1996
  ----------------------------                                                                                    
  Christopher J. O'Brien
  
  /s/ Charles J. Philippin                      Director                                    November 5, 1996
  ----------------------------                                                                                    
  Charles J. Philippin
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  /s/ Christopher J. Stadler                    Director                                    November 5, 1996
  ----------------------------                                                                                    
  Christopher J. Stadler
  
  /s/ Robert M. Howe                            Director                                    November 5, 1996
  ----------------------------                                                                                    
  Robert M. Howe
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                                   EXHIBIT INDEX
  EXHIBIT NO.                    DESCRIPTION
                  -------------  -------------------------------------------------
  4.1        Prime Holding, Inc. Management Stock Incentive
                                 Plan (incorporated by reference to
                                 Exhibit 10.3 to Primeco Inc.'s 1995 Annual
                                 Report in Form 10-K filed with the Commission on
                                 April 15, 1996).
  
                      4.2        Prime Service, Inc. 1996 Management Stock
                                 Incentive Plan (incorporated by reference to 
                                 Exhibit 10.34 to the Company's Registration 
                                 Statement on Form S-1, File No. 333-11517, 
                                 originally filed with the Commission on 
                                 September 6, 1996).
  
                      5.1        Opinion of Gibson, Dunn & Crutcher LLP
  
                     23.1        Consent of Gibson, Dunn & Crutcher LLP (included
                                 in Exhibit 5.1)
  
                     23.2        Consent of Coopers & Lybrand L.L.P.
  
                     23.3        Consent of KPMG Peat Marwick LLP
  
                     23.4        Consent of KPMG Peat Marwick LLP
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