<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1999

                                                  REGISTRATION NO. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------


                           LILLIAN VERNON CORPORATION
                           --------------------------
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                        13-2529859
-------------------------------                   ----------------------------
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                    One Theall Road, Rye, New York 10580-1450
                    -----------------------------------------
                     (Address of Principal Executive Office)


                    1997 PERFORMANCE UNIT, RESTRICTED STOCK,
              NON-QUALIFIED OPTION AND INCENTIVE STOCK OPTION PLAN
              ----------------------------------------------------
                              (Full Title of Plan)


                                 Lillian Vernon
                      Chairman and Chief Executive Officer

                           Lillian Vernon Corporation
                                 One Theall Road
                            Rye, New York 10580-1450

                                 (914) 925-1200
                     ----------------------------------------
                      (Name,address including zip code and
                        telephone number, including area
                          code, of agent for service).



A copy of all communications, including communications sent to the agent for
service should be sent to:

             Alan M. Rashes, Esq.
             Salon, Marrow, Dyckman & Newman, LLP
             685 Third Avenue
             New York, New York 10017




                                        2
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of Each Class     Amount to be        Proposed Maximum    Proposed             Amount of
of Securities to be     Registered          Offering Price      Maximum              Registration
Registered              ------------        Per Share           Aggregate            Fee
-------------------                         --------------      Offering Price       ---
                                                                --------------
<S>                    <C>                  <C>                 <C>                  <C>
Stock Options           750,000 (1)                  --                   --               --(2)
Common Stock, Par       750,000 (3)(4)      $   13.3125 (5)     $  9,984,375         $  2,776
Value Per Share                             -------------       -------------        -----------
$.01

</TABLE>

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

     (1) Represents options to be granted pursuant to the 1997 Performance Unit,
     Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan (the
     "Incentive Compensation Plan") of the Registrant. Options to purchase
     525,000 shares of Common Stock to be granted pursuant to the Incentive
     Compensation Plan were previously registered pursuant to the Registrant's
     Registration Statement on Form S-8 (File No. 333-36467) filed with the
     Commission on September 26, 1997.

     (2) No registration fee is required pursuant to Rule 457(h)(2).

     (3) Shares issuable upon exercise of stock options or otherwise issued
     pursuant to the Incentive Compensation Plan.

     (4) Includes an indeterminable number of shares of common stock which may
     become issuable pursuant to the anti-dilution provisions of the Incentive
     Compensation Plan.

     (5) Calculated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) based upon the closing price of the Common Stock as
     reported by the American Stock Exchange (the "AMEX") on November 17, 1999.



                                       3

<PAGE>

INTRODUCTION
------------

     On July 21, 1999, the stockholders of Lillian Vernon Corporation (the
"Registrant" or the "Company") approved a 750,000 share increase in the number
of shares of Common Stock reserved under the Company's 1997 Performance Unit,
Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan (the
"Incentive Compensation Plan"). The instant Registration Statement registers the
additional 750,000 shares of Common Stock which are reserved for issuance
pursuant to the Incentive Compensation Plan.

INCORPORATION BY REFERENCE
--------------------------

     On September 26, 1997, a Form S-8 Registration Statement (File No.
333-36467) registering, in part, 525,000 shares of Common Stock, reserved for
issuance upon payment of performance units, if awarded, the exercise of
non-qualified and incentive stock options and the issuance of restricted stock
granted under the Incentive Compensation Plan, was filed with the Securities and
Exchange Commission (the "Commission") and became effective. The contents of the
Registration Statement No. 333-36467 are hereby incorporated by reference
herein.

                                       4
<PAGE>

                                     Part II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Registrant are
incorporated as to their respective dates in this Registration Statement by
reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 27, 1999;

         (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
May 29, 1999 and August 28, 1999;

         (c) All other reports filed by the Company pursuant to Section 13(a)
and 15(d) of the Securities Exchange Act of 1934 since the end of the Company's
fiscal year ended February 27, 1999; and

         (d) The description of the Company's Common Stock contained in the
Company's Form 8-A dated July 16, 1987, the Company's Registration Statement on
Form S-1, Registration No. 33- 15430 declared effective on August 13, 1987 and
contained in Form 8-K, filed with the Commission on April 23, 1999.

         All documents filed by the Company with the Commission, pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 hereto, but prior
to the filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from their respective dates of
filing. Any statement contained herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
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.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         The legality of the shares offered hereby has been passed upon for the
Company by Salon, Marrow, Dyckman & Newman, LLP, 685

                                      II-1
<PAGE>

Third Avenue, New York, New York 10017. Joel Salon, a partner of Salon, Marrow,
Dyckman & Newman, LLP, and a director of the Registrant, owns, both directly and
indirectly, 1,000 shares of Common Stock. He has the right to acquire 5,000
shares of Common Stock pursuant to the Company's 1997 Performance Unit,
Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan. Leo
Salon, a partner of Salon, Marrow, Dyckman & Newman, LLP and a former director
of the Registrant, owns 2,250 shares of Common Stock. He has the right to
acquire (i) 4,500 shares of Common Stock pursuant to the Company's 1987
Performance Unit, Restricted Stock, Non-Qualified Option and Incentive Stock
Option Plan, (ii) 12,500 shares of Common Stock pursuant to the Company's 1993
Stock Option Plan for Non-Employee Directors and (iii) 10,000 shares of Common
Stock pursuant to the Company's 1997 Performance Unit, Restricted Stock,
Non-Qualified Option and Incentive Stock Option Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a Company to the
Company or to any of its stockholders for monetary damages for a breach of his
fiduciary duty as a director, except in the case where the director breaches his
duty of loyalty, fails to act in good faith, engages in intentional misconduct
or knowingly violates a law, authorizes the payment of a dividend or approves a
stock repurchase in violation of the DGCL or obtains an improper personal
benefit. The Company's Certificate of Incorporation, a copy of which is
incorporated by reference, contains a provision which eliminates directors'
personal liability as set forth above.

         Section 145 of the DGCL permits a corporation to indemnify its
directors and officers.

         Article IV of the Company's By-Laws provides for indemnification of
corporate agents as follows:

         "Section i. Non-Derivative Actions. The Company shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a director,
officer or employee of the Company, or is or was serving at the request of the
Company as a director, officer or employee of another corporation, partnership,
joint-venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and

                                      II-2
<PAGE>

reasonably incurred by him in connection with such action, suit or proceeding,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful."

         "Section ii. Derivative Actions. The Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or contemplated action or suit by or in the right of the Company to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
connection with the defense or settlement of such action or suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication or liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper."

         "Section iii. Expenses. To the extent that a director, officer or
employee of the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 1 and 2 of this
Article IV, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith."

         "Section iv. Standard of Conduct. Any indemnification under Sections 1
and 2 of this Article IV (unless ordered by a court) shall be made by the
Company only as authorized in the specific case upon a determination that
indemnification of the director, officer or employee is proper in the
circumstances because he has

                                      II-3
<PAGE>

met the applicable standard of conduct set forth in Sections 1 and 2. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by a majority vote of the stockholders."

         "Section v. Undertakings. Expenses incurred in defending a civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the Company in advance of the final disposition of such action, suit or
proceeding if authorized by the Board of Directors in the specific case and only
upon receipt of an undertaking by or on behalf of the director, officer or
employee to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Company as authorized in this Article IV."

         "Section vi. Non-Exclusivity. The indemnification provided by this
Article IV shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors, statute, court decision, insurance
policy or otherwise, now or hereafter in effect, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such a person."

         "Section vii. Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer or employee
of the Company, or is or was serving at the request of the Company as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of this Article IV or of the General Corporation
Law of the State of Delaware."

         "Section viii. Definitions. For the purpose of this Article IV,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Company" shall include any service as a director, officer or employee of
the Company which imposes duties on, or involves services by, such director,
officer or employee with respect to any employee benefit plan, its participants
or beneficiaries; and a person who

                                      II-4
<PAGE>

acting in good faith and in a manner he reasonably believes to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Company" as referred to in this Article IV".

         "Section ix. Indemnification Agreements. Without limiting the
generality of the foregoing, the Company shall have the express authority to
enter into such agreements as the Board of Directors deems appropriate for the
indemnification of present or future directors and officers of the Company in
connection with their service to or status with the Company or any other
corporation, entity or enterprise with whom such person is serving at the
express written request of the Company."

         The Company has entered into indemnification agreements with its
officers and directors providing for payment of (i) all expenses incurred by an
officer and director in connection with any potential liability, (ii) any awards
or judgments rendered against said officer and director and (iii) any amounts
paid in settlement, provided that the officer and director did not act in bad
faith and acted in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company. The indemnification agreements
provide for advancement of expenses in certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         3.0        Articles of Incorporation, as amended
                    and By Laws(1)

         5.1        Opinion of Salon, Marrow, Dyckman &
                    Newman, LLP

         23.1       Consent of Salon, Marrow, Dyckman & Newman, LLP to be named
                    in the Registration Statement. Reference is made to Exhibit

--------
    (1)  Amendment to Registrant's Certificate of Incorporation filed October 6,
1999 filed herewith; Certificate of Incorporation and all prior amendments filed
with the Registration Statement on Form S-1 (File No. 33-15430), with Form 10-Q
for the Quarter ended August 28, 1987 and with Form 8-K filed April 23, 1999 and
incorporated by reference herein.

                                      II-5
<PAGE>

                    5.1 to this Registration Statement which
                    includes such consent.

         23.2       Consent of PricewaterhouseCoopers LLP

         24.0       Power of Attorney (set forth in the signature page).


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 the 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 this 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviations from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 of such information in the Registration Statement;

                Provided however that paragraphs (a)(l)(i) and (a)(l)(ii) shall
not apply to information 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 this Registration Statement.


              (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective

                                      II-6
<PAGE>

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 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 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.

         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 is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.



                                      II-7
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the 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 Rye, New York on this 18th day of November, 1999.


                                           LILLIAN VERNON CORPORATION


Dated: November 18, 1999                   By:  /s/ Lillian Vernon
                                              -------------------------
                                              Lillian Vernon
                                              Chairman of the Board
                                              and Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Lillian Vernon and Susan C.
Handler and each acting alone, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any or all
amendments and supplements to this Registration Statement and to file the same
with all exhibits thereto and other documents in connection with all exhibits
thereto, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and perform each and
every act and thing necessary or appropriate to be done with respect to this
Registration Statement on Form S-8 or any amendments or supplements hereto and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
their respective capacities with Lillian Vernon Corporation and on the dates
indicated.

                                      II-8
<PAGE>

    Signature                       Title                     Date
    ---------                       -----                     ----

/s/ Lillian Vernon           Chairman of the Board        November 18, 1999
--------------------------   of Directors and
Lillian Vernon               Chief Executive
                             Officer (Principal
                             Executive Officer)


/s/ Richard P. Randall       Senior Vice                  November 18, 1999
--------------------------   President-Chief
Richard P. Randall           Financial Officer
                             (Principal Financial
                             and Accounting
                             Officer)


/s/ Jonah Gitlitz            Acting President and         November 18, 1999
--------------------------   Director
Jonah Gitlitz


/s/ David C. Hochberg        Vice President-Public        November 18, 1999
--------------------------   Affairs and Director
David C. Hochberg


/s/ Richard A. Berman        Director                     November 18, 1999
--------------------------
Richard A. Berman


/s/ Elizabeth M. Eveillard   Director                     November 18, 1999
--------------------------
Elizabeth M. Eveillard


/s/ Joel Salon               Director                     November 18, 1999
--------------------------
Joel Salon


/s/ Bert W. Wasserman        Director                     November 18, 1999
--------------------------
Bert W. Wasserman


                                      II-9
<PAGE>

                                INDEX TO EXHIBITS



3.0      Amended Certificate of Incorporation

5.1      Opinion of Salon, Marrow, Dyckman & Newman, LLP

23.1     Consent of Salon, Marrow, Dyckman & Newman, LLP
         (included in Exhibit 5.1)

23.2     Consent of PricewaterhouseCoopers LLP



                                      II-10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 27149}]
{"company-data": {"conformed-name": "LILLIAN VERNON CORP", "cik": "0000818008", "assigned-sic": "5961", "irs-number": "132529859", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91299", "film-number": "99761114"}, "business-address": {"street1": "ONE THEALL ROAD", "city": "RYE", "state": "NY", "zip": "10580", "phone": "9145766400"}, "mail-address": {"street1": "543 MAIN STREET", "city": "NEW ROCHELLE", "state": "NY", "zip": "10801"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1999

                                                  REGISTRATION NO. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                           LILLIAN VERNON CORPORATION
                           --------------------------
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                        13-2529859
-------------------------------                   ----------------------------
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                    One Theall Road, Rye, New York 10580-1450
                    -----------------------------------------
                     (Address of Principal Executive Office)

                    1997 PERFORMANCE UNIT, RESTRICTED STOCK,
              NON-QUALIFIED OPTION AND INCENTIVE STOCK OPTION PLAN
              ----------------------------------------------------
                              (Full Title of Plan)

                                 Lillian Vernon
                      Chairman and Chief Executive Officer

                           Lillian Vernon Corporation
                                 One Theall Road
                            Rye, New York 10580-1450

                                 (914) 925-1200
                     ----------------------------------------
                      (Name,address including zip code and
                        telephone number, including area
                          code, of agent for service).

A copy of all communications, including communications sent to the agent for
service should be sent to:

             Alan M. Rashes, Esq.
             Salon, Marrow, Dyckman & Newman, LLP
             685 Third Avenue
             New York, New York 10017

                                        2
CALCULATION OF REGISTRATION FEE
Title of Each Class     Amount to be        Proposed Maximum    Proposed             Amount of
of Securities to be     Registered          Offering Price      Maximum              Registration
Registered              ------------        Per Share           Aggregate            Fee
-------------------                         --------------      Offering Price       ---
                                                                --------------
Stock Options           750,000 (1)                  --                   --               --(2)
Common Stock, Par       750,000 (3)(4)      $   13.3125 (5)     $  9,984,375         $  2,776
Value Per Share                             -------------       -------------        -----------
$.01
---------------------------

     (1) Represents options to be granted pursuant to the 1997 Performance Unit,
     Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan (the
     "Incentive Compensation Plan") of the Registrant. Options to purchase
     525,000 shares of Common Stock to be granted pursuant to the Incentive
     Compensation Plan were previously registered pursuant to the Registrant's
     Registration Statement on Form S-8 (File No. 333-36467) filed with the
     Commission on September 26, 1997.

     (2) No registration fee is required pursuant to Rule 457(h)(2).

     (3) Shares issuable upon exercise of stock options or otherwise issued
     pursuant to the Incentive Compensation Plan.

     (4) Includes an indeterminable number of shares of common stock which may
     become issuable pursuant to the anti-dilution provisions of the Incentive
     Compensation Plan.

     (5) Calculated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) based upon the closing price of the Common Stock as
     reported by the American Stock Exchange (the "AMEX") on November 17, 1999.

                                       3
INTRODUCTION
------------

     On July 21, 1999, the stockholders of Lillian Vernon Corporation (the
"Registrant" or the "Company") approved a 750,000 share increase in the number
of shares of Common Stock reserved under the Company's 1997 Performance Unit,
Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan (the
"Incentive Compensation Plan"). The instant Registration Statement registers the
additional 750,000 shares of Common Stock which are reserved for issuance
pursuant to the Incentive Compensation Plan.

INCORPORATION BY REFERENCE
--------------------------

     On September 26, 1997, a Form S-8 Registration Statement (File No.
333-36467) registering, in part, 525,000 shares of Common Stock, reserved for
issuance upon payment of performance units, if awarded, the exercise of
non-qualified and incentive stock options and the issuance of restricted stock
granted under the Incentive Compensation Plan, was filed with the Securities and
Exchange Commission (the "Commission") and became effective. The contents of the
Registration Statement No. 333-36467 are hereby incorporated by reference
herein.

                                       4
Part II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Registrant are
incorporated as to their respective dates in this Registration Statement by
reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 27, 1999;

         (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
May 29, 1999 and August 28, 1999;

         (c) All other reports filed by the Company pursuant to Section 13(a)
and 15(d) of the Securities Exchange Act of 1934 since the end of the Company's
fiscal year ended February 27, 1999; and

         (d) The description of the Company's Common Stock contained in the
Company's Form 8-A dated July 16, 1987, the Company's Registration Statement on
Form S-1, Registration No. 33- 15430 declared effective on August 13, 1987 and
contained in Form 8-K, filed with the Commission on April 23, 1999.

         All documents filed by the Company with the Commission, pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 hereto, but prior
to the filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from their respective dates of
filing. Any statement contained herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
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.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         The legality of the shares offered hereby has been passed upon for the
Company by Salon, Marrow, Dyckman & Newman, LLP, 685

                                      II-1
Third Avenue, New York, New York 10017. Joel Salon, a partner of Salon, Marrow,
Dyckman & Newman, LLP, and a director of the Registrant, owns, both directly and
indirectly, 1,000 shares of Common Stock. He has the right to acquire 5,000
shares of Common Stock pursuant to the Company's 1997 Performance Unit,
Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan. Leo
Salon, a partner of Salon, Marrow, Dyckman & Newman, LLP and a former director
of the Registrant, owns 2,250 shares of Common Stock. He has the right to
acquire (i) 4,500 shares of Common Stock pursuant to the Company's 1987
Performance Unit, Restricted Stock, Non-Qualified Option and Incentive Stock
Option Plan, (ii) 12,500 shares of Common Stock pursuant to the Company's 1993
Stock Option Plan for Non-Employee Directors and (iii) 10,000 shares of Common
Stock pursuant to the Company's 1997 Performance Unit, Restricted Stock,
Non-Qualified Option and Incentive Stock Option Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a Company to the
Company or to any of its stockholders for monetary damages for a breach of his
fiduciary duty as a director, except in the case where the director breaches his
duty of loyalty, fails to act in good faith, engages in intentional misconduct
or knowingly violates a law, authorizes the payment of a dividend or approves a
stock repurchase in violation of the DGCL or obtains an improper personal
benefit. The Company's Certificate of Incorporation, a copy of which is
incorporated by reference, contains a provision which eliminates directors'
personal liability as set forth above.

         Section 145 of the DGCL permits a corporation to indemnify its
directors and officers.

         Article IV of the Company's By-Laws provides for indemnification of
corporate agents as follows:

         "Section i. Non-Derivative Actions. The Company shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a director,
officer or employee of the Company, or is or was serving at the request of the
Company as a director, officer or employee of another corporation, partnership,
joint-venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and

                                      II-2
reasonably incurred by him in connection with such action, suit or proceeding,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful."

         "Section ii. Derivative Actions. The Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or contemplated action or suit by or in the right of the Company to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
connection with the defense or settlement of such action or suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication or liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper."

         "Section iii. Expenses. To the extent that a director, officer or
employee of the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 1 and 2 of this
Article IV, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith."

         "Section iv. Standard of Conduct. Any indemnification under Sections 1
and 2 of this Article IV (unless ordered by a court) shall be made by the
Company only as authorized in the specific case upon a determination that
indemnification of the director, officer or employee is proper in the
circumstances because he has

                                      II-3
met the applicable standard of conduct set forth in Sections 1 and 2. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by a majority vote of the stockholders."

         "Section v. Undertakings. Expenses incurred in defending a civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the Company in advance of the final disposition of such action, suit or
proceeding if authorized by the Board of Directors in the specific case and only
upon receipt of an undertaking by or on behalf of the director, officer or
employee to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Company as authorized in this Article IV."

         "Section vi. Non-Exclusivity. The indemnification provided by this
Article IV shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors, statute, court decision, insurance
policy or otherwise, now or hereafter in effect, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such a person."

         "Section vii. Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer or employee
of the Company, or is or was serving at the request of the Company as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of this Article IV or of the General Corporation
Law of the State of Delaware."

         "Section viii. Definitions. For the purpose of this Article IV,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Company" shall include any service as a director, officer or employee of
the Company which imposes duties on, or involves services by, such director,
officer or employee with respect to any employee benefit plan, its participants
or beneficiaries; and a person who

                                      II-4
acting in good faith and in a manner he reasonably believes to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Company" as referred to in this Article IV".

         "Section ix. Indemnification Agreements. Without limiting the
generality of the foregoing, the Company shall have the express authority to
enter into such agreements as the Board of Directors deems appropriate for the
indemnification of present or future directors and officers of the Company in
connection with their service to or status with the Company or any other
corporation, entity or enterprise with whom such person is serving at the
express written request of the Company."

         The Company has entered into indemnification agreements with its
officers and directors providing for payment of (i) all expenses incurred by an
officer and director in connection with any potential liability, (ii) any awards
or judgments rendered against said officer and director and (iii) any amounts
paid in settlement, provided that the officer and director did not act in bad
faith and acted in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company. The indemnification agreements
provide for advancement of expenses in certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         3.0        Articles of Incorporation, as amended
                    and By Laws(1)

         5.1        Opinion of Salon, Marrow, Dyckman &
                    Newman, LLP

         23.1       Consent of Salon, Marrow, Dyckman & Newman, LLP to be named
                    in the Registration Statement. Reference is made to Exhibit

--------
    (1)  Amendment to Registrant's Certificate of Incorporation filed October 6,
1999 filed herewith; Certificate of Incorporation and all prior amendments filed
with the Registration Statement on Form S-1 (File No. 33-15430), with Form 10-Q
for the Quarter ended August 28, 1987 and with Form 8-K filed April 23, 1999 and
incorporated by reference herein.

                                      II-5
5.1 to this Registration Statement which
                    includes such consent.

         23.2       Consent of PricewaterhouseCoopers LLP

         24.0       Power of Attorney (set forth in the signature page).

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 the 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 this 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviations from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 of such information in the Registration Statement;

                Provided however that paragraphs (a)(l)(i) and (a)(l)(ii) shall
not apply to information 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 this Registration Statement.

              (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective

                                      II-6
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 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 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.

         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 is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                                      II-7
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the 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 Rye, New York on this 18th day of November, 1999.

                                           LILLIAN VERNON CORPORATION

Dated: November 18, 1999                   By:  /s/ Lillian Vernon
                                              -------------------------
                                              Lillian Vernon
                                              Chairman of the Board
                                              and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Lillian Vernon and Susan C.
Handler and each acting alone, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any or all
amendments and supplements to this Registration Statement and to file the same
with all exhibits thereto and other documents in connection with all exhibits
thereto, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and perform each and
every act and thing necessary or appropriate to be done with respect to this
Registration Statement on Form S-8 or any amendments or supplements hereto and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
their respective capacities with Lillian Vernon Corporation and on the dates
indicated.

                                      II-8
Signature                       Title                     Date
    ---------                       -----                     ----

/s/ Lillian Vernon           Chairman of the Board        November 18, 1999
--------------------------   of Directors and
Lillian Vernon               Chief Executive
                             Officer (Principal
                             Executive Officer)

/s/ Richard P. Randall       Senior Vice                  November 18, 1999
--------------------------   President-Chief
Richard P. Randall           Financial Officer
                             (Principal Financial
                             and Accounting
                             Officer)

/s/ Jonah Gitlitz            Acting President and         November 18, 1999
--------------------------   Director
Jonah Gitlitz

/s/ David C. Hochberg        Vice President-Public        November 18, 1999
--------------------------   Affairs and Director
David C. Hochberg

/s/ Richard A. Berman        Director                     November 18, 1999
--------------------------
Richard A. Berman

/s/ Elizabeth M. Eveillard   Director                     November 18, 1999
--------------------------
Elizabeth M. Eveillard

/s/ Joel Salon               Director                     November 18, 1999
--------------------------
Joel Salon

/s/ Bert W. Wasserman        Director                     November 18, 1999
--------------------------
Bert W. Wasserman

                                      II-9
INDEX TO EXHIBITS

3.0      Amended Certificate of Incorporation

5.1      Opinion of Salon, Marrow, Dyckman & Newman, LLP

23.1     Consent of Salon, Marrow, Dyckman & Newman, LLP
         (included in Exhibit 5.1)

23.2     Consent of PricewaterhouseCoopers LLP

                                      II-10