RUSH ENTERPRISES INC \TX\
8-A12G, 1996-06-03
AUTO DEALERS & GASOLINE STATIONS
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<PAGE>   1


                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 -----------

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                           RUSH ENTERPRISES, INC.
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


              Texas                                            74-1733016      
- ----------------------------------------                 -----------------------
(State of incorporation or organization)                     (I.R.S. Employer 
                                                            Identification No.)

8810 I.H. 10 East    P.O. Box 34630
San Antonio, TX      San Antonio, TX                               78219      
- ----------------------------------------                 -----------------------
(Address of principal executive offices)                         (Zip Code)


       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<TABLE>
<CAPTION>
Title of each class                           Name of each exchange on which
to be so registered                            each class is to be registered 
- -------------------                       --------------------------------------
  <S>                                                  <C>
  Not Applicable                                       Not Applicable
</TABLE>                         

             If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box.[ ]

             If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of
a concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box.[ ]

       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     Common Stock, par value $.01 per share

                        Rights to Purchase Common Stock

                                (Title of Class)





<PAGE>   2

Item 1.      Description of Registrant's Securities to be Registered

             The securities to be registered are shares of common stock, $.01 
par value (the "Common Stock"), and the Rights to Purchase Common Stock, of the
Registrant.  A description of the Common Stock and the Rights to Purchase
Common Stock is set forth under the caption "Description of Capital Stock" in
the preliminary prospectus, subject to completion, dated May 13, 1996, which
constitutes part of the Registrant's Registration Statement on Form S- 1, as
amended (Reg. No. 333-03346), under the Securities Act of 1933, as amended (the
"Act"), which description is incorporated herein by reference. Such description
will be included in a form of prospectus to be filed by the Registrant pursuant
to Rule 424(b) under the Act, which prospectus shall be deemed to be
incorporated herein by reference.


Item 2.      Exhibits

             1.       Amended and Restated Articles of Incorporation of the 
                      Registrant (incorporated herein by reference to Exhibit 
                      3.1 of the Registration Statement on Form S-1 (Reg. No. 
                      333-03346)).
             
             2.       Bylaws of the Registrant (incorporated herein by 
                      reference to Exhibit 3.2 of the Registration Statement on
                      Form S-1 (Reg. No. 333-03346)).
             
             3.       Specimen Common Stock Certificate of the Registrant 
                      (incorporated herein by reference to Exhibit 4.1 of the 
                      Registration Statement on Form S-1 (Reg. No. 333-03346)).
             
             4.       Form of Rights Agreement between Registrant and American 
                      Stock Transfer & Trust Company, Trustee (incorporated 
                      herein by reference to Exhibit 4.3 of the Registration 
                      Statement on Form S-1 (Reg. No. 333-03346)).
             




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<PAGE>   3


                                  SIGNATURE


             Pursuant to the requirements of Section 12 of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               
                                           RUSH ENTERPRISES, INC.



                                           By: /s/ W. Marvin Rush       
                                              ----------------------------------
                                                   W. Marvin Rush
                                                   Chairman of the Board and
                                                   Chief Executive Officer
                                                   (principal executive officer)

Dated:  June 3, 1996





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