<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1998

                                                   REGISTRATION NO. 33-


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

                       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 of incorporation          (I.R.S. Employer
             or organization)                         Identification No.)

                 543 MAIN STREET, NEW ROCHELLE, NEW YORK 10801
                 ---------------------------------------------
                    (address of Principal Executive Office)

                         THE LILLIAN VERNON CORPORATION
                              PROFIT SHARING PLAN

                              (Full Title of Plan)

                                 Lillian Vernon
                     (Chairman and Chief Executive Officer)

                           Lillian Vernon Corporation
                                543 Main Street
                          New Rochelle, New York 10801
                                 (914) 576-6400
                     --------------------------------------
                     (Name, address including zip code and
                     telephone number, including area code,
                             of agent for service).


                  Copies to:
                                  Alan M. Rashes, Esq.
                                  Salon, Marrow & Dyckman, LLP
                                  685 Third Avenue
                                  New York, New York 10017
                                  (212) 661-7100



<PAGE>




                        CALCULATION OF REGISTRATION FEE

Title of            Amount to be   Proposed       Proposed     Amount of
Each Class          Registered     Maximum        Maximum      Registration
of Securities                      Offering       Aggregate    Fee(2)
to be Registered                   Price Per      Offering
                                   Share(2)       Price(2)


Common Stock, $.01   100,000(1)     $17.625       $1,762,500      $519.94
Par Value


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

(1) Shares issuable as employer contribution pursuant to 401(K) feature of the
Profit Sharing Plan.

(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) based upon the closing price of the Common Stock as
reported by the American Stock Exchange (the "AMEX") on March 26, 1998.



                                       2

<PAGE>



                                     PART I

INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

                                Explanatory Note

                  In accordance with the Instructional Note to Part I of Form
S-8, as promulgated by the Securities and Exchange Commission, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock pursuant to the 401(k) feature
of the Lillian Vernon Corporation Profit Sharing Plan.

                                       3

<PAGE>



                                    Part II

Item 3.  Incorporation of Documents by Reference

         The following documents filed with the Commission by Lillian Vernon
Corporation, a Delaware corporation (the "Company") are incorporated as of
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 22, 1997;

         (b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended May 24, 1997, August 23, 1997 and November 22, 1997;

         (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 22, 1997; and

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

         All documents filed by the Company with the Commission, pursuant to
Section 13, 14 or 15(d) of the Exchange Act 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, LLP, 685 Third Avenue, New York, New York
10017. Leo Salon, a partner of Salon, Marrow & Dyckman, LLP, a director of the
Company, owns 2,250 shares of Common Stock. He has the right to acquire 4,500
shares of Common Stock pursuant to the Company's 1987 Performance Unit,
Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan. Mr.
Salon also has the right to acquire 12,500 shares of Common Stock pursuant to
the Company's 1993 Stock Option Plan for Non-Employee Directors. Mr. Salon is a
director of the Lillian

                                       4

<PAGE>



Menasche Vernon Foundation, Inc. a charitable foundation, which foundation owns
an aggregate of 536,098 share of Common Stock.

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 damage 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 1. 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 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
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 2. 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

                                       5

<PAGE>



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 3. 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 4. 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 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 5. 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 6. 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 7. 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

                                       6

<PAGE>



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 8. 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 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 9. 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
amount 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   Articles of Incorporation as amended and By Laws(1)

     5.1 Opinion of Salon, Marrow & Dyckman, LLP                          E-1

--------
(1) Filed with the Registration Statement on Form S-1 (File No. 33-15430) and
with Form 10-Q for the Quarter ended August 28, 1987 and incorporated by
reference herein.

                                       7

<PAGE>



    10.1   Lillian Vernon Corporation Profit Sharing Plan, as amended.     E-2

    23.1   Consent of Salon, Marrow & Dyckman, LLP to be named in the
           Registration Statement. Reference is made to Exhibit 5.1 to
           this Registration Statement which includes such consent.

    23.2   Consent of Coopers & Lybrand, LLP                               E-65

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

Undertaking: The Registrant undertakes to submit the amended Lilian Vernon
Corporation Profit Sharing Plan Document to the Internal Revenue Service
("IRS") in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.

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 l5(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.



                                       8

<PAGE>



         (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 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.




                                       9

<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 New Rochelle, New York on this 30th day of March 30, 1998.


                                         LILLIAN VERNON CORPORATION


Dated: March 30, 1998                    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 Leo Salon and each
acting alone, his true and lawful attorney-in-fact and agents, with full power
of substitution and resubstitution, for him and in his 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 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.

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

/s/ Lillian Vernon
-----------------------------
Lillian Vernon                    Chairman of the Board      March 30, 1998
                                  of Directors and
                                  Chief Executive Officer
                                  (Principal Executive
                                  Officer)

/s/ Robert Mednick
-----------------------------
Robert Mednick                    Vice President-Chief       March 30, 1998
                                  Financial Officer
                                  (Principal Financial
                                  and Accounting Officer)


                                       10

<PAGE>






/s/ Howard P. Goldberg                                       March 30, 1998
-----------------------------
Howard P. Goldberg                President and
                                  Director

/s/ David C. Hochberg
-----------------------------
David C. Hochberg                 Vice President-            March 30, 1998
                                  Public Affairs
                                  and Director

/s/ Leo Salon
-----------------------------
Leo Salon                         Director                   March 30, 1998


/s/ William  E. Phillips
-----------------------------
William E. Phillips               Director                   March 30, 1998


/s/ Bert W. Wasserman
-----------------------------
Bert W. Wasserman                 Director                   March 30, 1998



/s/Richard Berman
-----------------------------
Richard Berman                    Director                   March 30, 1998


/s/ Jonah Gitlitz
-----------------------------
Jonah Gitlitz                     Director                   March 30, 1998



/s/ Elizabeth Mugar Eveillard
-----------------------------
Elizabeth Mugar Eveillard         Director                   March 30, 1998





                                       11

<PAGE>





                               INDEX TO EXHIBITS


5.1            Opinion of Salon, Marrow & Dyckman, LLP                 E-1

10.1           Lillian Vernon Corporation
               Profit Sharing Plan                                     E-2

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

23.2           Consent of Coopers & Lybrand, LLP                       E-65







                                       12
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 25285}]
{"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": "333-48951", "film-number": "98581503"}, "business-address": {"street1": "543 MAIN ST", "city": "NEW ROCHELLE", "state": "NY", "zip": "10801", "phone": "9145766400"}, "mail-address": {"street1": "543 MAIN STREET", "city": "NEW ROCHELLE", "state": "NY", "zip": "10801"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1998

                                                   REGISTRATION NO. 33-

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

                       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 of incorporation          (I.R.S. Employer
             or organization)                         Identification No.)

                 543 MAIN STREET, NEW ROCHELLE, NEW YORK 10801
                 ---------------------------------------------
                    (address of Principal Executive Office)

                         THE LILLIAN VERNON CORPORATION
                              PROFIT SHARING PLAN

                              (Full Title of Plan)

                                 Lillian Vernon
                     (Chairman and Chief Executive Officer)

                           Lillian Vernon Corporation
                                543 Main Street
                          New Rochelle, New York 10801
                                 (914) 576-6400
                     --------------------------------------
                     (Name, address including zip code and
                     telephone number, including area code,
                             of agent for service).

                  Copies to:
                                  Alan M. Rashes, Esq.
                                  Salon, Marrow & Dyckman, LLP
                                  685 Third Avenue
                                  New York, New York 10017
                                  (212) 661-7100
CALCULATION OF REGISTRATION FEE

Title of            Amount to be   Proposed       Proposed     Amount of
Each Class          Registered     Maximum        Maximum      Registration
of Securities                      Offering       Aggregate    Fee(2)
to be Registered                   Price Per      Offering
                                   Share(2)       Price(2)

Common Stock, $.01   100,000(1)     $17.625       $1,762,500      $519.94
Par Value

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

(1) Shares issuable as employer contribution pursuant to 401(K) feature of the
Profit Sharing Plan.

(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) based upon the closing price of the Common Stock as
reported by the American Stock Exchange (the "AMEX") on March 26, 1998.

                                       2
PART I

INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

                                Explanatory Note

                  In accordance with the Instructional Note to Part I of Form
S-8, as promulgated by the Securities and Exchange Commission, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock pursuant to the 401(k) feature
of the Lillian Vernon Corporation Profit Sharing Plan.

                                       3
Part II

Item 3.  Incorporation of Documents by Reference

         The following documents filed with the Commission by Lillian Vernon
Corporation, a Delaware corporation (the "Company") are incorporated as of
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 22, 1997;

         (b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended May 24, 1997, August 23, 1997 and November 22, 1997;

         (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 22, 1997; and

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

         All documents filed by the Company with the Commission, pursuant to
Section 13, 14 or 15(d) of the Exchange Act 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, LLP, 685 Third Avenue, New York, New York
10017. Leo Salon, a partner of Salon, Marrow & Dyckman, LLP, a director of the
Company, owns 2,250 shares of Common Stock. He has the right to acquire 4,500
shares of Common Stock pursuant to the Company's 1987 Performance Unit,
Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan. Mr.
Salon also has the right to acquire 12,500 shares of Common Stock pursuant to
the Company's 1993 Stock Option Plan for Non-Employee Directors. Mr. Salon is a
director of the Lillian

                                       4
Menasche Vernon Foundation, Inc. a charitable foundation, which foundation owns
an aggregate of 536,098 share of Common Stock.

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 damage 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 1. 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 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
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 2. 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

                                       5
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 3. 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 4. 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 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 5. 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 6. 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 7. 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

                                       6
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 8. 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 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 9. 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
amount 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   Articles of Incorporation as amended and By Laws(1)

     5.1 Opinion of Salon, Marrow & Dyckman, LLP                          E-1

--------
(1) Filed with the Registration Statement on Form S-1 (File No. 33-15430) and
with Form 10-Q for the Quarter ended August 28, 1987 and incorporated by
reference herein.

                                       7
10.1   Lillian Vernon Corporation Profit Sharing Plan, as amended.     E-2

    23.1   Consent of Salon, Marrow & Dyckman, LLP to be named in the
           Registration Statement. Reference is made to Exhibit 5.1 to
           this Registration Statement which includes such consent.

    23.2   Consent of Coopers & Lybrand, LLP                               E-65

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

Undertaking: The Registrant undertakes to submit the amended Lilian Vernon
Corporation Profit Sharing Plan Document to the Internal Revenue Service
("IRS") in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.

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 l5(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

                                       8
(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 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.

                                       9
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 New Rochelle, New York on this 30th day of March 30, 1998.

                                         LILLIAN VERNON CORPORATION

Dated: March 30, 1998                    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 Leo Salon and each
acting alone, his true and lawful attorney-in-fact and agents, with full power
of substitution and resubstitution, for him and in his 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 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.

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

/s/ Lillian Vernon
-----------------------------
Lillian Vernon                    Chairman of the Board      March 30, 1998
                                  of Directors and
                                  Chief Executive Officer
                                  (Principal Executive
                                  Officer)

/s/ Robert Mednick
-----------------------------
Robert Mednick                    Vice President-Chief       March 30, 1998
                                  Financial Officer
                                  (Principal Financial
                                  and Accounting Officer)

                                       10
/s/ Howard P. Goldberg                                       March 30, 1998
-----------------------------
Howard P. Goldberg                President and
                                  Director

/s/ David C. Hochberg
-----------------------------
David C. Hochberg                 Vice President-            March 30, 1998
                                  Public Affairs
                                  and Director

/s/ Leo Salon
-----------------------------
Leo Salon                         Director                   March 30, 1998

/s/ William  E. Phillips
-----------------------------
William E. Phillips               Director                   March 30, 1998

/s/ Bert W. Wasserman
-----------------------------
Bert W. Wasserman                 Director                   March 30, 1998

/s/Richard Berman
-----------------------------
Richard Berman                    Director                   March 30, 1998

/s/ Jonah Gitlitz
-----------------------------
Jonah Gitlitz                     Director                   March 30, 1998

/s/ Elizabeth Mugar Eveillard
-----------------------------
Elizabeth Mugar Eveillard         Director                   March 30, 1998

                                       11
INDEX TO EXHIBITS

5.1            Opinion of Salon, Marrow & Dyckman, LLP                 E-1

10.1           Lillian Vernon Corporation
               Profit Sharing Plan                                     E-2

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

23.2           Consent of Coopers & Lybrand, LLP                       E-65

                                       12