content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on June 28, 1996
                                                          Registration No. 33-
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                              --------------------
  
                                    FORM S-8
  
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              --------------------
  
                             RUSH ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)
  
                TEXAS                                   74-1733016
   (State or other jurisdiction of           (I.R.S Employer Identification No.)
    incorporation or organization)                              
  
  
               8810 I.H. 10 EAST                     
              SAN ANTONIO, TEXAS                           78219
        (Address of Principal Executive                  (Zip Code)
                   Offices)                          
  
  
                 RUSH ENTERPRISES, INC. LONG-TERM INCENTIVE PLAN
                             (Full title of the plan)
                                  W. MARVIN RUSH
                            CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                              RUSH ENTERPRISES, INC.
                                8810 I.H. 10 EAST
                            SAN ANTONIO, TEXAS  78219
                     (Name and address of agent for service)
  
                                   (210) 661-4511
           (Telephone number, including area code, of agent for service)
  
                              --------------------
  
                                  With Copy to:
  
                           Fulbright & Jaworski L.L.P.
                          300 Convent Street, Suite 2200
                             San Antonio, Texas 78205
                                  (210) 224-5575
                           Attention: Phillip M. Renfro
  
                              --------------------
                                         
                         CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  =======================================================================================================================
                                                                                             Proposed
                                                                                              Maximum
                                                                      Proposed Maximum       Aggregate         Amount of
         Title of Securities to be                                   Offering Price Per    Offering Price    Registration
                Registered                Amount to be registered        Share (1)              (1)               Fee
  - -----------------------------------------------------------------------------------------------------------------------
   <S>                                        <C>                         <C>               <C>               <C>
   Common Stock,  $.01 par value . . .         500,000 shares              $12.56            $6,281,250        $2,165.95
  - -----------------------------------------------------------------------------------------------------------------------
   Purchase Rights(2)(3) . . . . . . .         500,000 shares                --                  --                --
  - -----------------------------------------------------------------------------------------------------------------------
   Total . . . . . . . . . . . . . . .                                                       $6,281,250        $2,165.95
  =======================================================================================================================
  </TABLE>
  
  (1)      Estimated in accordance with Rule 457(c) and (h) solely for the
           purpose of calculating the registration fee on the basis of the
           average of the high and low prices of the Common Stock as reported by
           the National Market System of NASDAQ on June 19, 1996.
  (2)      No fee pursuant to Rule 457(g).
  (3)      Purchase Rights related to the Common Stock pursuant to the Rights
           Agreement dated April 8, 1996, between Registrant and American Stock
           Transfer & Trust Company, Trustee.
  
  ================================================================================
  
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                 The following documents are hereby incorporated by reference in
  this Registration Statement:
  
                 1.       The prospectus of Rush Enterprises, Inc., a Texas
  corporation (the "Registrant"), filed with Registration Statement No. 333-03346
  pursuant to Rule 424(b) under the Securities of 1933, as amended (the
  "Securities Act"), which contains audited financial statements of the
  Registrant for the fiscal year ended December 31, 1995;
  
                 2.       All other reports filed pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since the effective date of the Registration Statement No. 333-03346; and
  
                 3.       The description of the Registrant's common stock, $.01
  par value (the "Common Stock"), contained in a registration statement on Form
  S-1, Registration Statement No. 333-03346, including any amendment or report
  filed for the purpose of updating such description.
  
                 4.       The description of the Registrant's purchase rights
  (the "Purchase Rights"), contained in a registration statement on Form S-1,
  Registration Statement No. 333-03346, including any amendment or report filed
  for the purpose of updating such description.
  
  
                 All documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of the
  filing hereof and prior to the filing of a post-effective amendment 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.
  
  
  
  
  
                                        II-1
  <PAGE>   3
  ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                 Article 2.02-1 of the Texas Business Corporation Act provides
  that any director or officer of a Texas corporation may be indemnified against
  judgments, penalties, fines, settlements and reasonable expenses actually
  incurred by him in connection with or in defending any action, suit or
  proceeding in which he is a party by reason of his position.  With respect to
  any proceeding arising from actions taken in his official capacity, as a
  director or officer, he may be indemnified so long as it shall be determined
  that he conducted himself in good faith and that he reasonably believed that
  such conduct was in the corporation's best interests.  In cases not concerning
  conduct in his official capacity as a director or officer, a director may be
  indemnified as long as he reasonably believed that his conduct was not opposed
  to the corporation's best interests.  In the case of any criminal proceeding, a
  director or officer may be indemnified if he had no reasonable cause to believe
  his conduct was unlawful.  If a director or officer is wholly successful, on
  the merits or otherwise, in connection with such a proceeding, such
  indemnification is mandatory.
  
                 The Company's Amended and Restated Articles of Incorporation and
  Bylaws provide for indemnification of its present and former directors and
  officers.  The Company's Bylaws further provide for indemnification of officers
  and directors against reasonable expenses actually incurred in connection with
  the defense of any such action, suit or proceeding in advance of the final
  disposition of the proceeding.
  
                 The Amended and Restated Articles of Incorporation of the
  Company contain a provision that limits the liability of the Company's
  directors as permitted under Texas law.  The provision eliminates the liability
  of a director to the Company or its shareholders for monetary damages for an
  act or omission in the director's capacity as a director.  The provision does
  not affect the liability of a director for (i) breach of the director's duty of
  loyalty to the Company or its shareholders, (ii) an act or omission not in good
  faith that constitutes a breach of duty of the director to the Company, or that
  involves intentional misconduct or a knowing violation of law, (iii) a
  transaction from which the director received an improper benefit, whether or
  not the benefit resulted from an action taken within the scope of the
  director's office, or (iv) an act or omission for which the liability of a
  director is expressly provided by an applicable statute.  In addition, the
  limitation of liability of directors applies only to claims against a director
  arising out of his or her role as a director and not, if he or she is also an
  officer his or her role as an officer and does not limit a director's liability
  under any other law, such as federal securities law.
  
                 The Company has entered into Indemnification Agreements with all
  of its directors, and may in the future enter into such indemnification
  agreements with its directors, officers, employees and agents.  Such
  indemnification agreements are intended to provide a contractual right to
  indemnification, to the extent permitted by law, for expenses (including
  attorneys' fees), judgments, penalties and fines and amounts paid in settlement
  actually and reasonably incurred by the person to be indemnified in connection
  with any proceeding (including, to the extent permitted by law, any derivative
  action) to which any of such individuals are, or are threatened to be made, a
  party by reason of their status in such position.  Such indemnification
  agreements do not change the basic legal standards for indemnification set
  forth in the Texas Business Corporation Act or the Amended and Restated
  Articles of Incorporation of the Company.  Such provisions are intended to be
  in furtherance, and
  
  
  
  
  
                                        II-2
  <PAGE>   4
  not in limitation of, the general right to the indemnification provided in the
  Amended and Restated Articles of Incorporation and Bylaws of the Company.
  
  
  ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.
  
                 Not applicable.
  
  
  ITEM 8.        EXHIBITS.
  
       3.1    Amended and Restated Articles of Incorporation of the Company
              (incorporated by reference to Exhibit 3.1 of the Company's
              Registration Statement on Form S-1, as amended (Reg. No.
              333-03346)).
  
       3.2    Bylaws of the Company, as amended (incorporated by reference to
              Exhibit 3.2 of the Company's Registration Statement on Form S-1, as
              amended (Reg. No. 333-03346)).
  
       4.1    Specimen Common Stock Certificate (incorporated by reference to
              Exhibit 4.1 of the Company's Registration Statement on Form S-1, as
              amended (Reg. No. 333-03346)).
  
       4.2    Warrant Purchase Agreement among the Company and Ladenburg,
              Thalmann & Co. Inc. (incorporated by reference to Exhibit 4.2 of
              the Company's Registration Statement on Form S-1, as amended (Reg.
              No. 333-03346)).
  
       4.3    Rights Agreement dated April 8, 1996, between the Company and
              American Stock Transfer & Trust Company, Trustee (incorporated by
              reference to Exhibit 4.3 of the Company's Registration Statement on
              Form S-1, as amended (Reg. No. 333-03346)).
  
       4.4    Form of Rush Enterprises, Inc. Long-Term Incentive Plan
              (incorporated by reference to Exhibit 10.84 of the Company's
              Registration Statement on Form S-1, as amended (Reg. No.
              333-03346)).
  
       4.5    Form of Option Agreement under the Rush Enterprises, Inc. Long-Term
              Incentive Plan (incorporated by reference to Exhibit 10.85 of the
              Company's Registration Statement on Form S-1, as amended (Reg. No.
              333- 03346)).
  
  *    5.1    Opinion of Fulbright & Jaworski L.L.P.
  
  *   23.1    Consent of Arthur Andersen LLP.
  
  *   23.2    Consent of Ernst & Young LLP.
  
  *   23.3    Consent of Fulbright & Jaworski L.L.P. (included in  Exhibit 5.1).
  
  
  
  
  
                                       II-3
  <PAGE>   5
  
  *   24.1    Powers of Attorney from certain members of the Board of Directors
              of the Company (included at II-6).  
  
  - ---------------------------
  *           Filed herewith.
  
  ITEM 9.     UNDERTAKINGS.
  
                 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 this
                          Registration Statement (or the most recent
                          post-effective amendment hereof) which, individually or
                          in the aggregate, represent a fundamental change in the
                          information set forth in this Registration Statement;
                          and
  
                          (iii)   To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in this Registration Statement or any
                          material change to such information in this
                          Registration Statement;
  
                 provided, however, that paragraphs (i) and (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 by the Registrant pursuant to Section 13 or Section 15(d)
                 of the Exchange Act of 1934 that are incorporated by reference
                 in this 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 herein, 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.
  
                 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 this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  
  
  
  
                                        II-4
  <PAGE>   6
                 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 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
  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-5
  <PAGE>   7
                                     SIGNATURES
  
          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, 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 SAN ANTONIO, STATE OF TEXAS, ON JUNE 24, 1996.
  
  
                                         RUSH ENTERPRISES, INC.
  
  
  
                                         By:  /s/ W. Marvin Rush      
                                            ------------------------------
                                                  W. Marvin Rush
                                                  Chairman of the Board and 
                                                  Chief Executive Officer
  
  
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints W.  Marvin Rush, W. M. "Rusty" Rush and
  D. Jeffrey Michell, or any of them, his true and lawful attorney-in-fact and
  agent, with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any and all
  amendments (including post-effective amendments) to this Registration
  Statement, and to file the same and all exhibits thereto, and all documents in
  connection therewith, with the Securities and Exchange Commission, granting
  said attorney-in-fact and agent, and either of them, full power and authority
  to do and perform each and every act and thing requisite and necessary to be
  done in and about the premises, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorney-in-fact and agent or either of them, or their or his substitute or
  substitutes, may lawfully 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.
  
  <TABLE>
  <CAPTION>
                Signature                                  Title                              Date
                ---------                                  -----                              ----
          <S>                             <C>                                             <C>
          /s/ W. Marvin Rush              Director, Chairman of the Board and             June 24, 1996
   ------------------------------------   Chief Executive Officer (Principal                           
              W. Marvin Rush              Executive Officer                 
                                                                            
  
          /s/ W. M. "Rusty" Rush          Director and President                          June 24, 1996
   ------------------------------------                                                                
              W. M. "Rusty" Rush
  
  
          /s/ Robin M. Rush               Executive Vice President, Secretary,            June 24, 1996
   ------------------------------------   Treasurer and Director (Principal                            
              Robin M. Rush               Financial Officer and Accounting  
                                          Officer)                          
                                                                            
  
          /s/ Joseph M. Dunn              Director                                        June 24, 1996
   ------------------------------------                                                                
              Joseph M. Dunn
  
  
          /s/ Ronald J. Krause            Director                                        June 24, 1996
   ------------------------------------                                                                
              Ronald J. Krause
  </TABLE>
  
  
  
  
  
                                       II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8  LONG-TERM INCENTIVE PLAN", "secsgml_size_bytes": 21277}]
metadata_filer: {"company-data": {"conformed-name": "RUSH ENTERPRISES INC \\TX\\", "cik": "0001012019", "assigned-sic": "5500", "irs-number": "741733016", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07043", "film-number": "96587395"}, "business-address": {"street1": "PO BOX 34630", "city": "SAN ANTONIO", "state": "TX", "zip": "78265", "phone": "2108291050"}, "mail-address": {"street1": "PO BOX 34630", "city": "SAN ANTONIO", "state": "TX", "zip": "78265"}}
text: 1
  
       As filed with the Securities and Exchange Commission on June 28, 1996
                                                          Registration No. 33-
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                              --------------------
  
                                    FORM S-8
  
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              --------------------
  
                             RUSH ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)
  
                TEXAS                                   74-1733016
   (State or other jurisdiction of           (I.R.S Employer Identification No.)
    incorporation or organization)                              
  
               8810 I.H. 10 EAST                     
              SAN ANTONIO, TEXAS                           78219
        (Address of Principal Executive                  (Zip Code)
                   Offices)                          
  
                 RUSH ENTERPRISES, INC. LONG-TERM INCENTIVE PLAN
                             (Full title of the plan)
                                  W. MARVIN RUSH
                            CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                              RUSH ENTERPRISES, INC.
                                8810 I.H. 10 EAST
                            SAN ANTONIO, TEXAS  78219
                     (Name and address of agent for service)
  
                                   (210) 661-4511
           (Telephone number, including area code, of agent for service)
  
                              --------------------
  
                                  With Copy to:
  
                           Fulbright & Jaworski L.L.P.
                          300 Convent Street, Suite 2200
                             San Antonio, Texas 78205
                                  (210) 224-5575
                           Attention: Phillip M. Renfro
  
                              --------------------
                                         
                         CALCULATION OF REGISTRATION FEE
  =======================================================================================================================
                                                                                             Proposed
                                                                                              Maximum
                                                                      Proposed Maximum       Aggregate         Amount of
         Title of Securities to be                                   Offering Price Per    Offering Price    Registration
                Registered                Amount to be registered        Share (1)              (1)               Fee
  - -----------------------------------------------------------------------------------------------------------------------
  Common Stock,  $.01 par value . . .         500,000 shares              $12.56            $6,281,250        $2,165.95
  - -----------------------------------------------------------------------------------------------------------------------
   Purchase Rights(2)(3) . . . . . . .         500,000 shares                --                  --                --
  - -----------------------------------------------------------------------------------------------------------------------
   Total . . . . . . . . . . . . . . .                                                       $6,281,250        $2,165.95
  =======================================================================================================================
  (1)      Estimated in accordance with Rule 457(c) and (h) solely for the
           purpose of calculating the registration fee on the basis of the
           average of the high and low prices of the Common Stock as reported by
           the National Market System of NASDAQ on June 19, 1996.
  (2)      No fee pursuant to Rule 457(g).
  (3)      Purchase Rights related to the Common Stock pursuant to the Rights
           Agreement dated April 8, 1996, between Registrant and American Stock
           Transfer & Trust Company, Trustee.
  
  ================================================================================
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                 The following documents are hereby incorporated by reference in
  this Registration Statement:
  
                 1.       The prospectus of Rush Enterprises, Inc., a Texas
  corporation (the "Registrant"), filed with Registration Statement No. 333-03346
  pursuant to Rule 424(b) under the Securities of 1933, as amended (the
  "Securities Act"), which contains audited financial statements of the
  Registrant for the fiscal year ended December 31, 1995;
  
                 2.       All other reports filed pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since the effective date of the Registration Statement No. 333-03346; and
  
                 3.       The description of the Registrant's common stock, $.01
  par value (the "Common Stock"), contained in a registration statement on Form
  S-1, Registration Statement No. 333-03346, including any amendment or report
  filed for the purpose of updating such description.
  
                 4.       The description of the Registrant's purchase rights
  (the "Purchase Rights"), contained in a registration statement on Form S-1,
  Registration Statement No. 333-03346, including any amendment or report filed
  for the purpose of updating such description.
  
                 All documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of the
  filing hereof and prior to the filing of a post-effective amendment 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.
  
                                        II-1
  3
  ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                 Article 2.02-1 of the Texas Business Corporation Act provides
  that any director or officer of a Texas corporation may be indemnified against
  judgments, penalties, fines, settlements and reasonable expenses actually
  incurred by him in connection with or in defending any action, suit or
  proceeding in which he is a party by reason of his position.  With respect to
  any proceeding arising from actions taken in his official capacity, as a
  director or officer, he may be indemnified so long as it shall be determined
  that he conducted himself in good faith and that he reasonably believed that
  such conduct was in the corporation's best interests.  In cases not concerning
  conduct in his official capacity as a director or officer, a director may be
  indemnified as long as he reasonably believed that his conduct was not opposed
  to the corporation's best interests.  In the case of any criminal proceeding, a
  director or officer may be indemnified if he had no reasonable cause to believe
  his conduct was unlawful.  If a director or officer is wholly successful, on
  the merits or otherwise, in connection with such a proceeding, such
  indemnification is mandatory.
  
                 The Company's Amended and Restated Articles of Incorporation and
  Bylaws provide for indemnification of its present and former directors and
  officers.  The Company's Bylaws further provide for indemnification of officers
  and directors against reasonable expenses actually incurred in connection with
  the defense of any such action, suit or proceeding in advance of the final
  disposition of the proceeding.
  
                 The Amended and Restated Articles of Incorporation of the
  Company contain a provision that limits the liability of the Company's
  directors as permitted under Texas law.  The provision eliminates the liability
  of a director to the Company or its shareholders for monetary damages for an
  act or omission in the director's capacity as a director.  The provision does
  not affect the liability of a director for (i) breach of the director's duty of
  loyalty to the Company or its shareholders, (ii) an act or omission not in good
  faith that constitutes a breach of duty of the director to the Company, or that
  involves intentional misconduct or a knowing violation of law, (iii) a
  transaction from which the director received an improper benefit, whether or
  not the benefit resulted from an action taken within the scope of the
  director's office, or (iv) an act or omission for which the liability of a
  director is expressly provided by an applicable statute.  In addition, the
  limitation of liability of directors applies only to claims against a director
  arising out of his or her role as a director and not, if he or she is also an
  officer his or her role as an officer and does not limit a director's liability
  under any other law, such as federal securities law.
  
                 The Company has entered into Indemnification Agreements with all
  of its directors, and may in the future enter into such indemnification
  agreements with its directors, officers, employees and agents.  Such
  indemnification agreements are intended to provide a contractual right to
  indemnification, to the extent permitted by law, for expenses (including
  attorneys' fees), judgments, penalties and fines and amounts paid in settlement
  actually and reasonably incurred by the person to be indemnified in connection
  with any proceeding (including, to the extent permitted by law, any derivative
  action) to which any of such individuals are, or are threatened to be made, a
  party by reason of their status in such position.  Such indemnification
  agreements do not change the basic legal standards for indemnification set
  forth in the Texas Business Corporation Act or the Amended and Restated
  Articles of Incorporation of the Company.  Such provisions are intended to be
  in furtherance, and
  
                                        II-2
  4
  not in limitation of, the general right to the indemnification provided in the
  Amended and Restated Articles of Incorporation and Bylaws of the Company.
  
  ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.
  
                 Not applicable.
  
  ITEM 8.        EXHIBITS.
  
       3.1    Amended and Restated Articles of Incorporation of the Company
              (incorporated by reference to Exhibit 3.1 of the Company's
              Registration Statement on Form S-1, as amended (Reg. No.
              333-03346)).
  
       3.2    Bylaws of the Company, as amended (incorporated by reference to
              Exhibit 3.2 of the Company's Registration Statement on Form S-1, as
              amended (Reg. No. 333-03346)).
  
       4.1    Specimen Common Stock Certificate (incorporated by reference to
              Exhibit 4.1 of the Company's Registration Statement on Form S-1, as
              amended (Reg. No. 333-03346)).
  
       4.2    Warrant Purchase Agreement among the Company and Ladenburg,
              Thalmann & Co. Inc. (incorporated by reference to Exhibit 4.2 of
              the Company's Registration Statement on Form S-1, as amended (Reg.
              No. 333-03346)).
  
       4.3    Rights Agreement dated April 8, 1996, between the Company and
              American Stock Transfer & Trust Company, Trustee (incorporated by
              reference to Exhibit 4.3 of the Company's Registration Statement on
              Form S-1, as amended (Reg. No. 333-03346)).
  
       4.4    Form of Rush Enterprises, Inc. Long-Term Incentive Plan
              (incorporated by reference to Exhibit 10.84 of the Company's
              Registration Statement on Form S-1, as amended (Reg. No.
              333-03346)).
  
       4.5    Form of Option Agreement under the Rush Enterprises, Inc. Long-Term
              Incentive Plan (incorporated by reference to Exhibit 10.85 of the
              Company's Registration Statement on Form S-1, as amended (Reg. No.
              333- 03346)).
  
  *    5.1    Opinion of Fulbright & Jaworski L.L.P.
  
  *   23.1    Consent of Arthur Andersen LLP.
  
  *   23.2    Consent of Ernst & Young LLP.
  
  *   23.3    Consent of Fulbright & Jaworski L.L.P. (included in  Exhibit 5.1).
  
                                       II-3
  5
  
  *   24.1    Powers of Attorney from certain members of the Board of Directors
              of the Company (included at II-6).  
  
  - ---------------------------
  *           Filed herewith.
  
  ITEM 9.     UNDERTAKINGS.
  
                 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 this
                          Registration Statement (or the most recent
                          post-effective amendment hereof) which, individually or
                          in the aggregate, represent a fundamental change in the
                          information set forth in this Registration Statement;
                          and
  
                          (iii)   To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in this Registration Statement or any
                          material change to such information in this
                          Registration Statement;
  
                 provided, however, that paragraphs (i) and (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 by the Registrant pursuant to Section 13 or Section 15(d)
                 of the Exchange Act of 1934 that are incorporated by reference
                 in this 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 herein, 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.
  
                 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 this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                                        II-4
  6
                 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 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
  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-5
  7
                                     SIGNATURES
  
          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, 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 SAN ANTONIO, STATE OF TEXAS, ON JUNE 24, 1996.
  
                                         RUSH ENTERPRISES, INC.
  
                                         By:  /s/ W. Marvin Rush      
                                            ------------------------------
                                                  W. Marvin Rush
                                                  Chairman of the Board and 
                                                  Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints W.  Marvin Rush, W. M. "Rusty" Rush and
  D. Jeffrey Michell, or any of them, his true and lawful attorney-in-fact and
  agent, with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any and all
  amendments (including post-effective amendments) to this Registration
  Statement, and to file the same and all exhibits thereto, and all documents in
  connection therewith, with the Securities and Exchange Commission, granting
  said attorney-in-fact and agent, and either of them, full power and authority
  to do and perform each and every act and thing requisite and necessary to be
  done in and about the premises, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorney-in-fact and agent or either of them, or their or his substitute or
  substitutes, may lawfully 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/ W. Marvin Rush              Director, Chairman of the Board and             June 24, 1996
   ------------------------------------   Chief Executive Officer (Principal                           
              W. Marvin Rush              Executive Officer                 
                                                                            
  
          /s/ W. M. "Rusty" Rush          Director and President                          June 24, 1996
   ------------------------------------                                                                
              W. M. "Rusty" Rush
  
          /s/ Robin M. Rush               Executive Vice President, Secretary,            June 24, 1996
   ------------------------------------   Treasurer and Director (Principal                            
              Robin M. Rush               Financial Officer and Accounting  
                                          Officer)                          
                                                                            
  
          /s/ Joseph M. Dunn              Director                                        June 24, 1996
   ------------------------------------                                                                
              Joseph M. Dunn
  
          /s/ Ronald J. Krause            Director                                        June 24, 1996
   ------------------------------------                                                                
              Ronald J. Krause
  II-6