As filed with the Securities and Exchange Commission on May 29, 1996.

                                                         Registration No. 333-
- ------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               ----------------
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ----------------
                     SAFETY COMPONENTS INTERNATIONAL, INC.
              (Exact name of issuer as specified in its charter)

          Delaware                                    33-0596831
(State or other jurisdiction of             (I.R.S. Employer Identification
incorporation or organization)                          Number)

                              3190 Pullman Street
                         Costa Mesa, California 92626

              (Address of principal executive offices) (Zip Code)
                               ----------------
                     SAFETY COMPONENTS INTERNATIONAL, INC.
                            1994 STOCK OPTION PLAN
                           (Full title of the Plan)
                               ----------------
                                Robert A. Zummo
                     Chairman of the Board, President and
                            Chief Executive Officer
                     Safety Components International, Inc.
                              3190 Pullman Street
                         Costa Mesa, California 92626
                                (714) 662-7756
                     (Name, address and telephone number,
                  including area code, of agent for service)

                                  Copies to:
                            Jeffry S. Hoffman, Esq.
                          Shereff, Friedman, Hoffman
                                & Goodman, LLP
                               919 Third Avenue
                           New York, New York 10022
                                (212) 758-9500
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------
                                            Proposed          Proposed
      Title of                               Maximum           Maximum
     Securities            Amount         Offering Price      Aggregate         Amount of
  to be Registered   to be Registered(1)    Per Share      Offering Price    Registration Fee
- ----------------------------------------------------------------------------------------------
<S>                    <C>                   <C>           <C>                   <C>
Common Stock,
par value
$0.01 per share        400,000 shares        $21.73(2)     $5,231,368.12(2)      $1,803.92
==============================================================================================
</TABLE>


(1) Pursuant to Rule 416, this Registration Statement also covers such
    additional securities as may become issuable to prevent dilution resulting
    from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h), with options for 153,875 shares having been
    granted at an exercise price of $10.00 per share, options for 40,000
    shares having been granted at an exercise price of $11.00 per share,
    options for 4,500 shares having been granted at an exercise price of
    $21.00 per share, options for 8,000 shares having been granted at an
    exercise price of $19.50 per share, options for 30,000 shares having been
    granted at an exercise price of $19.75 per share, options for 10,000
    shares having been granted at an exercise price of $21.73 per share,
    options for 25,000 shares having been granted at an exercise price of
    $17.13 per share, options for 10,000 shares having been granted at an
    exercise price of $19.88 per share, options for 2,000 shares having been
    granted at an exercise price of $14.38 per share, options for 4,500 shares
    having been granted at an exercise price of $14.88 per share, options for
    81,999 shares having been granted at an exercise price of $12.88 per
    share, options for 10,000 shares having been granted at an exercise price
    of $14.17 per share, and the remaining 20,126 shares on the basis of the
    average of the high and low sale prices of the Registrant's Common Stock
    as quoted on the Nasdaq National Market on May 22, 1996.





    
<PAGE>



                                    PART II

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents, which have been filed by Safety Components
International, Inc., a Delaware corporation (the "Registrant"), with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995 (the "1995 Form 10-K") which is the Registrant's latest
Annual Report on Form 10-K filed pursuant to Section 13(a) and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
contains audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed.

          (b) The Registrant's Quarterly Reports on Form 10-Q for the periods
ended June 30, 1995, September 30, 1995 and December 31, 1995.

          (c) The description of the Registrant's Common Stock, par value
$0.01 per share, which is contained in a Registration Statement on Form 8-A
filed with the Commission under Section 12 of the Exchange Act on April 20,
1994.

          In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 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 time of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interest of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          The indemnification of officers and directors of the Registrant is
governed by Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") and the Amended and Restated Certificate of
Incorporation, as amended (the "Certificate") of the Registrant. Among other
things, the DGCL permits indemnification of a director, officer, employee or
agent in civil, criminal, administrative or investigative actions, suits or
proceedings (other than an action by or in the right of the corporation) to
which such person is a party or is threatened to be made a party by reason of
the fact of such relationship with the corporation or the fact that such
person is or was serving in a similar capacity with another entity

                                     - 2 -




    
<PAGE>




at the request of the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.
No indemnification may be made in respect of any such claim, issue or matter
to any person adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which the action
was brought determines that, despite the adjudication of liability, such
person is under all circumstances, fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper. Under the DGCL, to the
extent that a director, officer, employee or agent is successful, on the
merits or otherwise, in the defense of any action, suit or proceeding or any
claim, issue or matter therein (whether or not the suit is brought by or in
the right of the corporation), he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him. In all
cases in which indemnification is permitted (unless ordered by a court), it
may be made by the corporation only as authorized in the specific case upon a
determination that the applicable standard of conduct has been met by the
party to be indemnified. The determination must be made by a majority vote of
a quorum consisting of the directors who were not parties to the action or, if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or by the shareholders. The statute authorizes the corporation to pay
expenses incurred by an officer or director in advance of a final disposition
of a proceeding upon receipt of an undertaking by or on behalf of the person
to whom the advance will be made, to repay the advances if it shall ultimately
be determined that he was not entitled to indemnification. The DGCL provides
that indemnification and advances of expenses permitted thereunder are not to
be exclusive of any rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise. The DGCL also
authorizes the corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees and agents regardless of whether
the corporation would have the statutory power to indemnify such persons
against the liabilities insured.

          The Certificate provides that no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of Section 174 of the
DGCL, (iv) for any transaction from which the director derived an improper
personal benefit or (v) for any act or omission occurring prior to the date
when such provision became effective.

          In addition, the Certificate provides that directors, officers and
others shall be indemnified to the fullest extent authorized by the DGCL, as
in effect (or, to the extent indemnification is broadened, as it may be
amended), against any and all expense, liability and loss (including
settlement) reasonably incurred or suffered by such person in connection with
such service. The Certificate further provides that, to the extent permitted
by law, expenses so incurred by any such person in defending any such
proceeding shall, at his request, be paid by the Registrant in advance of the
final disposition of such action or proceeding.

          The Certificate provides that the right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may
have or acquire under any law, provision of by-laws or otherwise.


                                     - 3 -




    
<PAGE>




          The Registrant maintains directors and officers liability and
company reimbursement insurance which, among other things (i) provides for
payment on behalf of its officers and directors against loss as defined in the
policy stemming from acts committed by directors and officers in their
capacity as such and (ii) provides for payment on behalf of the Registrant
against such loss but only when the Registrant shall be required or permitted
to indemnify directors or officers for such loss pursuant to statutory or
common law or pursuant to duly effective Certificate or by-law provisions.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits

          The following exhibits are filed as part of this registration
          statement:

          4.1     Safety Components International, Inc. 1994 Stock Option Plan
                  (incorporated by reference to Exhibit 10.6 of Amendment No.
                  3 to the Registrant's Registration Statement on Form S-1,
                  filed with the Commission on April 20, 1994).

          5.1     Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

          23.1    Consent of Price Waterhouse LLP.

          23.2    Consent of Shereff, Friedman, Hoffman & Goodman, LLP
                  (included in Exhibit 5.1).

          24      Power of Attorney (included in signature page to this
                  registration statement).

Item 9.   Undertakings.

(a)       The undersigned Registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales
              are being made, a post-effective amendment to this registration
              statement:

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

                                     - 4 -




    
<PAGE>





                      (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)(1)(i) and (ii) do not
          apply if the registration statement is on Form S-3 or 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 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 the 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 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 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
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.

                                     - 5 -




    
<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 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 Costa Mesa, State of California, on
this 29th day of May, 1996.

                          SAFETY COMPONENTS INTERNATIONAL, INC.


                          By:/s/ Robert A. Zummo
                             -----------------------------------------
                             Robert A. Zummo
                             President, Chief Executive Officer and Chairman
                             of the Board of Directors

          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Robert A. Zummo and W. Hardy
Myers, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any and all capacities to execute and sign any and all amendments or
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, hereby ratifying and confirming
all that said attorneys-in-fact or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.

          Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

              Signature                                   Title                                    Date
              ---------                                   -----                                    ----
<S>                                       <C>                                                  <C>
/s/ Robert A. Zummo                       President, Chief Executive Officer and
- -----------------------------             Chairman of the Board of Directors                   May 29, 1996
Robert A. Zummo                           (Principal Executive Officer)

/s/ Joseph J. DioGuardi
- -----------------------------
Joseph J. DioGuardi                       Director                                             May 29, 1996

/s/ Francis X. Suozzi
- -----------------------------
Francis X. Suozzi                         Director                                             May 29, 1996

/s/ Robert J. Torok
- -----------------------------             Director                                             May 29, 1996
Robert J. Torok

/s/ W. Hardy Myers                        Chief Financial Officer and Treasurer
- -----------------------------             (Principal Financial and Accounting                  May 29, 1996
W. Hardy Myers                            Officer)
</TABLE>

                                     - 6 -




    
<PAGE>







                     SAFETY COMPONENTS INTERNATIONAL, INC.


                                   FORM S-8
                            REGISTRATION STATEMENT


                                 EXHIBIT INDEX
                                 -------------
                                                                 Sequentially
                                                                     Numbered
Exhibit                                                                  Page
- -------                                                                  ----

4.1      Safety Components International, Inc. 1994 Stock
         Option Plan (incorporated by reference to Exhibit
         10.6 of Amendment No. 3 to the Registration
         Statement on Form S-1 of Safety Components
         International, Inc., filed with the Securities and
         Exchange Commission on April 20, 1994).

5.1      Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

23.1     Consent of Price Waterhouse LLP.

23.2     Consent of Shereff, Friedman, Hoffman & Goodman, LLP
         (included in Exhibit 5.1).

24       Power of Attorney (included in signature page to
         this registration statement).



                                     - 7 -
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22172}]
{"company-data": {"conformed-name": "SAFETY COMPONENTS INTERNATIONAL INC", "cik": "0000918964", "assigned-sic": "3714", "irs-number": "330596831", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04709", "film-number": "96573999"}, "business-address": {"street1": "3190 PULLMAN ST", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7146627756"}, "mail-address": {"street1": "3190 PULLMAN STREET", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
As filed with the Securities and Exchange Commission on May 29, 1996.

                                                         Registration No. 333-
- ------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               ----------------
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ----------------
                     SAFETY COMPONENTS INTERNATIONAL, INC.
              (Exact name of issuer as specified in its charter)

          Delaware                                    33-0596831
(State or other jurisdiction of             (I.R.S. Employer Identification
incorporation or organization)                          Number)

                              3190 Pullman Street
                         Costa Mesa, California 92626

              (Address of principal executive offices) (Zip Code)
                               ----------------
                     SAFETY COMPONENTS INTERNATIONAL, INC.
                            1994 STOCK OPTION PLAN
                           (Full title of the Plan)
                               ----------------
                                Robert A. Zummo
                     Chairman of the Board, President and
                            Chief Executive Officer
                     Safety Components International, Inc.
                              3190 Pullman Street
                         Costa Mesa, California 92626
                                (714) 662-7756
                     (Name, address and telephone number,
                  including area code, of agent for service)

                                  Copies to:
                            Jeffry S. Hoffman, Esq.
                          Shereff, Friedman, Hoffman
                                & Goodman, LLP
                               919 Third Avenue
                           New York, New York 10022
                                (212) 758-9500
                        CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
                                            Proposed          Proposed
      Title of                               Maximum           Maximum
     Securities            Amount         Offering Price      Aggregate         Amount of
  to be Registered   to be Registered(1)    Per Share      Offering Price    Registration Fee
- ----------------------------------------------------------------------------------------------
Common Stock,
par value
$0.01 per share        400,000 shares        $21.73(2)     $5,231,368.12(2)      $1,803.92
==============================================================================================
(1) Pursuant to Rule 416, this Registration Statement also covers such
    additional securities as may become issuable to prevent dilution resulting
    from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h), with options for 153,875 shares having been
    granted at an exercise price of $10.00 per share, options for 40,000
    shares having been granted at an exercise price of $11.00 per share,
    options for 4,500 shares having been granted at an exercise price of
    $21.00 per share, options for 8,000 shares having been granted at an
    exercise price of $19.50 per share, options for 30,000 shares having been
    granted at an exercise price of $19.75 per share, options for 10,000
    shares having been granted at an exercise price of $21.73 per share,
    options for 25,000 shares having been granted at an exercise price of
    $17.13 per share, options for 10,000 shares having been granted at an
    exercise price of $19.88 per share, options for 2,000 shares having been
    granted at an exercise price of $14.38 per share, options for 4,500 shares
    having been granted at an exercise price of $14.88 per share, options for
    81,999 shares having been granted at an exercise price of $12.88 per
    share, options for 10,000 shares having been granted at an exercise price
    of $14.17 per share, and the remaining 20,126 shares on the basis of the
    average of the high and low sale prices of the Registrant's Common Stock
    as quoted on the Nasdaq National Market on May 22, 1996.
PART II

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents, which have been filed by Safety Components
International, Inc., a Delaware corporation (the "Registrant"), with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995 (the "1995 Form 10-K") which is the Registrant's latest
Annual Report on Form 10-K filed pursuant to Section 13(a) and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
contains audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed.

          (b) The Registrant's Quarterly Reports on Form 10-Q for the periods
ended June 30, 1995, September 30, 1995 and December 31, 1995.

          (c) The description of the Registrant's Common Stock, par value
$0.01 per share, which is contained in a Registration Statement on Form 8-A
filed with the Commission under Section 12 of the Exchange Act on April 20,
1994.

          In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 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 time of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interest of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          The indemnification of officers and directors of the Registrant is
governed by Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") and the Amended and Restated Certificate of
Incorporation, as amended (the "Certificate") of the Registrant. Among other
things, the DGCL permits indemnification of a director, officer, employee or
agent in civil, criminal, administrative or investigative actions, suits or
proceedings (other than an action by or in the right of the corporation) to
which such person is a party or is threatened to be made a party by reason of
the fact of such relationship with the corporation or the fact that such
person is or was serving in a similar capacity with another entity

                                     - 2 -
at the request of the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.
No indemnification may be made in respect of any such claim, issue or matter
to any person adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which the action
was brought determines that, despite the adjudication of liability, such
person is under all circumstances, fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper. Under the DGCL, to the
extent that a director, officer, employee or agent is successful, on the
merits or otherwise, in the defense of any action, suit or proceeding or any
claim, issue or matter therein (whether or not the suit is brought by or in
the right of the corporation), he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him. In all
cases in which indemnification is permitted (unless ordered by a court), it
may be made by the corporation only as authorized in the specific case upon a
determination that the applicable standard of conduct has been met by the
party to be indemnified. The determination must be made by a majority vote of
a quorum consisting of the directors who were not parties to the action or, if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or by the shareholders. The statute authorizes the corporation to pay
expenses incurred by an officer or director in advance of a final disposition
of a proceeding upon receipt of an undertaking by or on behalf of the person
to whom the advance will be made, to repay the advances if it shall ultimately
be determined that he was not entitled to indemnification. The DGCL provides
that indemnification and advances of expenses permitted thereunder are not to
be exclusive of any rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise. The DGCL also
authorizes the corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees and agents regardless of whether
the corporation would have the statutory power to indemnify such persons
against the liabilities insured.

          The Certificate provides that no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of Section 174 of the
DGCL, (iv) for any transaction from which the director derived an improper
personal benefit or (v) for any act or omission occurring prior to the date
when such provision became effective.

          In addition, the Certificate provides that directors, officers and
others shall be indemnified to the fullest extent authorized by the DGCL, as
in effect (or, to the extent indemnification is broadened, as it may be
amended), against any and all expense, liability and loss (including
settlement) reasonably incurred or suffered by such person in connection with
such service. The Certificate further provides that, to the extent permitted
by law, expenses so incurred by any such person in defending any such
proceeding shall, at his request, be paid by the Registrant in advance of the
final disposition of such action or proceeding.

          The Certificate provides that the right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may
have or acquire under any law, provision of by-laws or otherwise.

                                     - 3 -
The Registrant maintains directors and officers liability and
company reimbursement insurance which, among other things (i) provides for
payment on behalf of its officers and directors against loss as defined in the
policy stemming from acts committed by directors and officers in their
capacity as such and (ii) provides for payment on behalf of the Registrant
against such loss but only when the Registrant shall be required or permitted
to indemnify directors or officers for such loss pursuant to statutory or
common law or pursuant to duly effective Certificate or by-law provisions.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits

          The following exhibits are filed as part of this registration
          statement:

          4.1     Safety Components International, Inc. 1994 Stock Option Plan
                  (incorporated by reference to Exhibit 10.6 of Amendment No.
                  3 to the Registrant's Registration Statement on Form S-1,
                  filed with the Commission on April 20, 1994).

          5.1     Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

          23.1    Consent of Price Waterhouse LLP.

          23.2    Consent of Shereff, Friedman, Hoffman & Goodman, LLP
                  (included in Exhibit 5.1).

          24      Power of Attorney (included in signature page to this
                  registration statement).

Item 9.   Undertakings.

(a)       The undersigned Registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales
              are being made, a post-effective amendment to this registration
              statement:

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

                                     - 4 -
(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)(1)(i) and (ii) do not
          apply if the registration statement is on Form S-3 or 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 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 the 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 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 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
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.

                                     - 5 -
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 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 Costa Mesa, State of California, on
this 29th day of May, 1996.

                          SAFETY COMPONENTS INTERNATIONAL, INC.

                          By:/s/ Robert A. Zummo
                             -----------------------------------------
                             Robert A. Zummo
                             President, Chief Executive Officer and Chairman
                             of the Board of Directors

          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Robert A. Zummo and W. Hardy
Myers, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any and all capacities to execute and sign any and all amendments or
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, hereby ratifying and confirming
all that said attorneys-in-fact or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.

          Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Signature                                   Title                                    Date
              ---------                                   -----                                    ----
/s/ Robert A. Zummo                       President, Chief Executive Officer and
- -----------------------------             Chairman of the Board of Directors                   May 29, 1996
Robert A. Zummo                           (Principal Executive Officer)

/s/ Joseph J. DioGuardi
- -----------------------------
Joseph J. DioGuardi                       Director                                             May 29, 1996

/s/ Francis X. Suozzi
- -----------------------------
Francis X. Suozzi                         Director                                             May 29, 1996

/s/ Robert J. Torok
- -----------------------------             Director                                             May 29, 1996
Robert J. Torok

/s/ W. Hardy Myers                        Chief Financial Officer and Treasurer
- -----------------------------             (Principal Financial and Accounting                  May 29, 1996
W. Hardy Myers                            Officer)
- 6 -
SAFETY COMPONENTS INTERNATIONAL, INC.

                                   FORM S-8
                            REGISTRATION STATEMENT

                                 EXHIBIT INDEX
                                 -------------
                                                                 Sequentially
                                                                     Numbered
Exhibit                                                                  Page
- -------                                                                  ----

4.1      Safety Components International, Inc. 1994 Stock
         Option Plan (incorporated by reference to Exhibit
         10.6 of Amendment No. 3 to the Registration
         Statement on Form S-1 of Safety Components
         International, Inc., filed with the Securities and
         Exchange Commission on April 20, 1994).

5.1      Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

23.1     Consent of Price Waterhouse LLP.

23.2     Consent of Shereff, Friedman, Hoffman & Goodman, LLP
         (included in Exhibit 5.1).

24       Power of Attorney (included in signature page to
         this registration statement).

                                     - 7 -