<PAGE>

   As filed with the Securities and Exchange Commission on April 3, 1998
                                                    Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                      ------------------------------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                      ------------------------------------


                          TRANSWORLD HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)

        NEW YORK                                              13-3098275
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

555 MADISON AVENUE, NEW YORK, NEW YORK                           10022
(Address of Principal Executive Offices)                       (Zip Code)


             TRANSWORLD HEALTHCARE, INC. 401(K) PROFIT SHARING PLAN
                            (Full title of the plan)

                               WAYNE A. PALLADINO
                          TRANSWORLD HEALTHCARE, INC.
                               555 MADISON AVENUE
                            NEW YORK, NEW YORK 10022
                    (Name and address of agent for service)

                                 (212) 750-0064
         (Telephone number, including area code, of agent for service)

                      COPIES TO: LESLIE J. LEVINSON, ESQ.
                             BAER MARKS & UPHAM LLP
                                805 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 702-5700
<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                          PROPOSED               PROPOSED
TITLE OF                                                  MAXIMUM                MAXIMUM
SECURITIES                         AMOUNT TO BE           OFFERING PRICE         AGGREGATE                 AMOUNT OF
TO BE REGISTERED                   REGISTERED             PER SHARE              OFFERING PRICE            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>                    <C>                        <C> 
Common Shares, par value
$.01, per share(1)                    40,000            $ 6.0625 (2)            $ 242,500 (2)              $ 73.48
-----------------------------------------------------------------------------------------------------------------------------------
Interests in the Transworld
HealthCare, Inc. 401(k)
Profit Sharing Plan                       (3)                   (4)                  (4)                       (4)
===================================================================================================================================
</TABLE>

(1)  There are hereby registered 40,000 shares of Common Shares of Transworld
     HealthCare, Inc. which may be acquired pursuant to the Transworld
     HealthCare, Inc. 401(k) Profit Sharing Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) based on the average of the high and low sales
     prices per share of the Company's Common Shares as reported by Nasdaq
     National Market (Registered Trademark) on April 1, 1998.
                     

<PAGE>




(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement covers an indeterminate amount of interests to be
     offered or sold pursuant to the employee benefit plan described herein.

(4)  Not applicable.


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

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         Pursuant to Rule 428(b)(l) under the Securities Act of 1933, as
amended, the documents containing the information specified in Part I of Form
S-8 will be sent or given to each participant in the Transworld HealthCare,
Inc. 401(k) Profit Sharing Plan (the "Plan"). These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute the Section 10(a) Prospectus.



                                      I-1

<PAGE>



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Transworld HealthCare, Inc., a
New York corporation (the "Company" or the "Registrant") or the Plan pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement.

         (a)  The Company's Transitional Report on Form 10-K for the eleven
months ended September 30, 1997;

         (b)  The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997, as filed with the Commission on or about February 13,
1998; and

         (c) The description of the Common Shares contained in the Company's
Registration Statement on Form 8-A filed on November 25, 1992 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

         All documents filed by the Registrant or the Plan subsequent to the
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, 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 the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.



                                      II-1

<PAGE>



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (i) Article 7 of the Business Corporation Law of the State of New
York, in general, allows corporations to indemnify their officers and directors
against any judgment, fine, settlement and reasonable expenses incurred in any
non-derivative civil or criminal action, or against any settlement and
reasonable expenses in any derivative civil action, if the officer or director
acted in good faith and for a purpose he reasonably believed to be in, or not
opposed to, the best interests of the corporation. In the case of a criminal
action, the officer or director must have had no reasonable cause to believe
that his conduct was unlawful. Partial indemnification is allowed in cases
where the officer or director was partially successful in defeating the claim.
Such Article establishes procedures for determining whether the standard of
conduct has been met in the particular case, for timely notification to
shareholders, for prepayment of expenses and for payment pursuant to a court
order or as authorized by disinterested directors or the shareholders. Article
7 also provides that it is not exclusive of any other rights to which an
officer or director may be entitled under the certificate of incorporation or
by-laws or pursuant to an agreement, resolution of shareholders or resolution
of directors which are authorized by the certificate of incorporation or
by-laws; provided that no indemnification may be made if a judgment or other
final adjudication adverse to the officer or director establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.

         (ii) Article 8 of the Company's Restated Certificate of Incorporation
and Article 8 of the Company's By-Laws provide generally for indemnification of
all officers and directors to the fullest extent permitted under the
above-referenced New York statute.

         (iii) The Company also has a policy insuring it and its directors and
officers against certain liabilities and has entered into indemnification
agreements with each of its officers and directors.



                                      II-2

<PAGE>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit Number                      Description of Exhibit
--------------                      ----------------------
 5.1*                      Undertaking re: Submission of Plan

23.1*                      Consent of Coopers & Lybrand L.L.P., independent
                           accountants of the Company.

24*                        Power of Attorney (included on page II-6 of this 
                           Registration Statement).
---------------------
*Filed herewith.


ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a)(l) 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 of 1933;

               (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,
represents a fundamental change in the information set forth in the
registration statement;

               (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 paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

            (2) That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement

                                      II-3

<PAGE>



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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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(d) 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to any arrangement, provision 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 of 1933 and is, therefore, unenforceable. In the event
that 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 of 1933 and will be governed by the final adjudication of such
issue.


                                      II-4

<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 3rd day 
of April 1998.

                         TRANSWORLD HEALTHCARE, INC.


                         By: /s/TIMOTHY M. AITKEN
                            ------------------------
                            Timothy M. Aitken
                            Chairman of the Board, President and Chief Executive
                            Officer (Principal Executive Officer)


                                      II-5

<PAGE>



                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne A. Palladino as his true and
lawful attorney-in-fact and agent, with full powers 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, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done, 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 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>


Signature                          Title                                  Date
---------                          -----                                  ----
<S>                        <C>                                    <C>  
/s/TIMOTHY M. AITKEN         Chairman of the Board, President       April 3, 1998
------------------------     and Chief Executive Officer 
Timothy M. Aitken            (PrincipalExecutive Officer)


/s/WAYNE A. PALLADINO        Senior Vice President and Chief        April 3, 1998
------------------------     Financial Officers (Principal
Wayne A. Palladino           Financial and Accounting Officer)


/s/LEWIS S. RANIERI          Director                               April 3, 1998
-----------------------
Lewis S. Ranieri


/s/SCOTT A. SHAY             Director                               April 3, 1998
-----------------------
Scott A. Shay


/s/MICHAEL G. SCOREY         Director                               April 3, 1998
-----------------------
Michael G. Scorey
</TABLE>



                                      II-6

<PAGE>




         Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of New York,
State of New York, on April 3, 1998.

                                             TRANSWORLD HEALTHCARE, INC. 401(k)
                                             PROFIT SHARING PLAN


                                             By: /s/ WAYNE A. PALLADINO
                                                 -----------------------
                                                 Wayne A. Palladino, Trustee


                                             By: /s/ GREGORY E. MARSELLA
                                                 ------------------------
                                                 Gregory E. Marsella, Trustee



                                      II-7
<PAGE>




                          INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>

 EXHIBIT NUMBER                DESCRIPTION                                 PAGE NUMBER
----------------              --------------                              -------------
<S>               <C>                                                    <C>
      5.1           Undertaking re: Submission of Plan.

     23.1           Consent of Coopers & Lybrand L.L.P., independent
                    accountants of the Company.

      24            Power of Attorney (included on page II-6 of this
                    Registration Statement)

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 18634}]
{"company-data": {"conformed-name": "TRANSWORLD HEALTHCARE INC", "cik": "0000890634", "assigned-sic": "8082", "irs-number": "133098275", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49385", "film-number": "98587512"}, "business-address": {"street1": "555 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127500064"}, "mail-address": {"street1": "555 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "TRANSWORLD HOME HEALTHCARE INC", "date-changed": "19940728"}}
As filed with the Securities and Exchange Commission on April 3, 1998
                                                    Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                      ------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                      ------------------------------------

                          TRANSWORLD HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)

        NEW YORK                                              13-3098275
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

555 MADISON AVENUE, NEW YORK, NEW YORK                           10022
(Address of Principal Executive Offices)                       (Zip Code)

             TRANSWORLD HEALTHCARE, INC. 401(K) PROFIT SHARING PLAN
                            (Full title of the plan)

                               WAYNE A. PALLADINO
                          TRANSWORLD HEALTHCARE, INC.
                               555 MADISON AVENUE
                            NEW YORK, NEW YORK 10022
                    (Name and address of agent for service)

                                 (212) 750-0064
         (Telephone number, including area code, of agent for service)

                      COPIES TO: LESLIE J. LEVINSON, ESQ.
                             BAER MARKS & UPHAM LLP
                                805 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 702-5700
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                          PROPOSED               PROPOSED
TITLE OF                                                  MAXIMUM                MAXIMUM
SECURITIES                         AMOUNT TO BE           OFFERING PRICE         AGGREGATE                 AMOUNT OF
TO BE REGISTERED                   REGISTERED             PER SHARE              OFFERING PRICE            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Shares, par value
$.01, per share(1)                    40,000            $ 6.0625 (2)            $ 242,500 (2)              $ 73.48
-----------------------------------------------------------------------------------------------------------------------------------
Interests in the Transworld
HealthCare, Inc. 401(k)
Profit Sharing Plan                       (3)                   (4)                  (4)                       (4)
===================================================================================================================================
(1)  There are hereby registered 40,000 shares of Common Shares of Transworld
     HealthCare, Inc. which may be acquired pursuant to the Transworld
     HealthCare, Inc. 401(k) Profit Sharing Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) based on the average of the high and low sales
     prices per share of the Company's Common Shares as reported by Nasdaq
     National Market (Registered Trademark) on April 1, 1998.
(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement covers an indeterminate amount of interests to be
     offered or sold pursuant to the employee benefit plan described herein.

(4)  Not applicable.

===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Pursuant to Rule 428(b)(l) under the Securities Act of 1933, as
amended, the documents containing the information specified in Part I of Form
S-8 will be sent or given to each participant in the Transworld HealthCare,
Inc. 401(k) Profit Sharing Plan (the "Plan"). These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute the Section 10(a) Prospectus.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Transworld HealthCare, Inc., a
New York corporation (the "Company" or the "Registrant") or the Plan pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement.

         (a)  The Company's Transitional Report on Form 10-K for the eleven
months ended September 30, 1997;

         (b)  The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997, as filed with the Commission on or about February 13,
1998; and

         (c) The description of the Common Shares contained in the Company's
Registration Statement on Form 8-A filed on November 25, 1992 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

         All documents filed by the Registrant or the Plan subsequent to the
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, 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 the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

                                      II-1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (i) Article 7 of the Business Corporation Law of the State of New
York, in general, allows corporations to indemnify their officers and directors
against any judgment, fine, settlement and reasonable expenses incurred in any
non-derivative civil or criminal action, or against any settlement and
reasonable expenses in any derivative civil action, if the officer or director
acted in good faith and for a purpose he reasonably believed to be in, or not
opposed to, the best interests of the corporation. In the case of a criminal
action, the officer or director must have had no reasonable cause to believe
that his conduct was unlawful. Partial indemnification is allowed in cases
where the officer or director was partially successful in defeating the claim.
Such Article establishes procedures for determining whether the standard of
conduct has been met in the particular case, for timely notification to
shareholders, for prepayment of expenses and for payment pursuant to a court
order or as authorized by disinterested directors or the shareholders. Article
7 also provides that it is not exclusive of any other rights to which an
officer or director may be entitled under the certificate of incorporation or
by-laws or pursuant to an agreement, resolution of shareholders or resolution
of directors which are authorized by the certificate of incorporation or
by-laws; provided that no indemnification may be made if a judgment or other
final adjudication adverse to the officer or director establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.

         (ii) Article 8 of the Company's Restated Certificate of Incorporation
and Article 8 of the Company's By-Laws provide generally for indemnification of
all officers and directors to the fullest extent permitted under the
above-referenced New York statute.

         (iii) The Company also has a policy insuring it and its directors and
officers against certain liabilities and has entered into indemnification
agreements with each of its officers and directors.

                                      II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit Number                      Description of Exhibit
--------------                      ----------------------
 5.1*                      Undertaking re: Submission of Plan

23.1*                      Consent of Coopers & Lybrand L.L.P., independent
                           accountants of the Company.

24*                        Power of Attorney (included on page II-6 of this 
                           Registration Statement).
---------------------
*Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a)(l) 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 of 1933;

               (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,
represents a fundamental change in the information set forth in the
registration statement;

               (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 paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

            (2) That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement

                                      II-3
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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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(d) 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to any arrangement, provision 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 of 1933 and is, therefore, unenforceable. In the event
that 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 3rd day 
of April 1998.

                         TRANSWORLD HEALTHCARE, INC.

                         By: /s/TIMOTHY M. AITKEN
                            ------------------------
                            Timothy M. Aitken
                            Chairman of the Board, President and Chief Executive
                            Officer (Principal Executive Officer)

                                      II-5
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne A. Palladino as his true and
lawful attorney-in-fact and agent, with full powers 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, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done, 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 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 below by the following persons in the
capacities and on the dates indicated.
Signature                          Title                                  Date
---------                          -----                                  ----
/s/TIMOTHY M. AITKEN         Chairman of the Board, President       April 3, 1998
------------------------     and Chief Executive Officer 
Timothy M. Aitken            (PrincipalExecutive Officer)

/s/WAYNE A. PALLADINO        Senior Vice President and Chief        April 3, 1998
------------------------     Financial Officers (Principal
Wayne A. Palladino           Financial and Accounting Officer)

/s/LEWIS S. RANIERI          Director                               April 3, 1998
-----------------------
Lewis S. Ranieri

/s/SCOTT A. SHAY             Director                               April 3, 1998
-----------------------
Scott A. Shay

/s/MICHAEL G. SCOREY         Director                               April 3, 1998
-----------------------
Michael G. Scorey
II-6
Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of New York,
State of New York, on April 3, 1998.

                                             TRANSWORLD HEALTHCARE, INC. 401(k)
                                             PROFIT SHARING PLAN

                                             By: /s/ WAYNE A. PALLADINO
                                                 -----------------------
                                                 Wayne A. Palladino, Trustee

                                             By: /s/ GREGORY E. MARSELLA
                                                 ------------------------
                                                 Gregory E. Marsella, Trustee

                                      II-7
INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT
EXHIBIT NUMBER                DESCRIPTION                                 PAGE NUMBER
----------------              --------------                              -------------
5.1           Undertaking re: Submission of Plan.

     23.1           Consent of Coopers & Lybrand L.L.P., independent
                    accountants of the Company.

      24            Power of Attorney (included on page II-6 of this
                    Registration Statement)