<PAGE>   1


              As filed with the Securities and Exchange Commission
                              on January 16, 1996
                                                    Registration No. 33-_____
  ===========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             _____________________

                         HELENE CURTIS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
                                
         DELAWARE                                       36-3398349
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization) 
                                    
                         HELENE CURTIS INDUSTRIES, INC.
                              325 N. WELLS STREET
                            CHICAGO, ILLINOIS  60610
                                 (312) 661-0222
                    (Address of Principal Executive Offices)

                         HELENE CURTIS INDUSTRIES, INC.
                       ALL-EMPLOYEE STOCK OPTION PROGRAM

                            (Full title of the plan)

                                                 
                                                            Copy to:
                ROY A. WENTZ                            LARRY A. BARDEN
              VICE PRESIDENT,                           SIDLEY & AUSTIN
       SECRETARY AND GENERAL COUNSEL                ONE FIRST NATIONAL PLAZA
       HELENE CURTIS INDUSTRIES, INC.               CHICAGO, ILLINOIS  60603
            325 N. WELLS STREET                          (312) 853-7785
         CHICAGO, ILLINOIS  60610                
               (312) 661-0222                          
    (Name, address and telephone number,               
 including area code, of agent for service)            
                                                                   




                        CALCULATION OF REGISTRATION FEE
<TABLE>         
<CAPTION>       
------------------------------------------------------------------------------------------------------------------     
                                                       Proposed               Proposed      
Title of securities              Amount to be      maximum offering       maximum aggregate       Amount of
of to be registered              registered         price per share          offering price    registration fee 
------------------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>                   <C>                  <C>
Common Stock, $.50 par value      350,000 shares        $31.1875  (1)         $10,915,625  (1)      $3,764.01
==================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee
         and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act
         of 1933, based upon the average of the high and low sale prices of the
         Common Stock of Helene Curtis Industries, Inc. on The New York Stock
         Exchange on Wednesday, January 10, 1996.
<PAGE>   2


                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                 The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by Helene Curtis Industries, Inc.
(the "Company") are incorporated herein by reference:

                 (a)      The Company's Annual Report on Form 10-K for the
         fiscal year ended February 28, 1995.

                 (b)      All other reports filed by the Company pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), since February 28, 1995.

                 (c)      The description of the Company's common stock, par
         value $.50 per share (the "Common Stock"), which is contained in the
         Registration Statement on Form 8-A filed with the Commission on
         October 3, 1984 under the Exchange Act, including any subsequent
         amendment or any report filed for the purpose of updating such
         description.

                 All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr. Roy A. Wentz, Vice President, Secretary and General
Counsel of the Company, beneficially owns 56,383.847 shares of Common Stock of
the Company (which includes options to purchase 24,141 shares).

                                     -1-
<PAGE>   3


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
        
         The Company's Amended and Restated Certificate of Incorporation, as
amended, provides indemnification for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the General Corporation
Law of the State of Delaware (the "DGCL").  The Company's By-laws permit the
Company to insure its directors, officers, employees or agents against any
liability asserted against such person in any such capacity or arising out of
his status as such.

         The Company's Amended and Restated Certificate of Incorporation, as
amended, provides that, to the full extent permitted by Section 145 of the DGCL,
the Company has the power to indemnify, advance payment of expenses on behalf of
and purchase and maintain insurance against liability on behalf of all persons
for whom it may take each such respective action.  Section 145 of the DGCL
permits the indemnification by a Delaware corporation of its directors,
officers, employees and other agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than derivative actions which are by or in the right of
the corporation) if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was illegal.  A similar standard of care is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with defense or
settlement of such an action and court approval is required before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.  To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense
of any action referred to above or in defense of any claim, issue or matter
therein, such representative shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred in connection therewith.

        Reference is made to Section 102(b)(7) of the DGCL which provides that
a director of the Company will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
unlawful payment of dividends under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.  It
further provides that if the DGCL is amended to authorize

                                     -2-
<PAGE>   4

corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company will be eliminated
or limited to the fullest extent permitted by the DGCL as so amended.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

ITEM 9.  UNDERTAKINGS

     (a)   The undersigned registrant hereby undertakes:

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

            (i)  To include any prospectus required by Section 10(a)(3) of
        the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising
        after the effective date of 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 this Registration Statement;

            (iii)  To include any material information with respect to the
        plan of distribution not previously disclosed in this Registration
        Statement or any material change to such information in this 
        Registration Statement;

             provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company 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 amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of


                                     -3-
<PAGE>   5

such securities at that time shall be deemed to be the initial bona fide
offering thereof.

             (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit  plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                     -4-
<PAGE>   6

                                   SIGNATURES

                 The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on this 16th day of January, 1996.


                                        HELENE CURTIS INDUSTRIES, INC.


                                                 By: /s/ Ronald J. Gidwitz
                                                     ---------------------------
                                                            Ronald J. Gidwitz
                                                      President, Chief Executive
                                                          Officer and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 16th day of January, 1996.

  Signature and Title                             Signature and Title
  -------------------                             -------------------


/s/ Ronald J. Gidwitz                          /s/ Lawrence A. Gyenes
----------------------------                   ----------------------------
   Ronald J. Gidwitz                                Lawrence A. Gyenes
       President,                                  Vice President and
Chief Executive Officer and Director             Chief Financial Officer
(Principal Executive Officer)                 (Principal Financial Officer)


/s/ Mary J. Oyer                                            *              
-----------------------------                 -----------------------------
   Mary J. Oyer                                     Marshall L. Burman
Vice President and Corporate                             Director
       Controller
(Principal Accounting Officer)


                                                            *              
-----------------------------                 -----------------------------
   Frank W. Considine                               Charles G. Cooper
        Director                                         Director

               *                                            *              
-----------------------------                 -----------------------------
   Gerald S. Gidwitz                                 Michael Goldman
   Chairman of the Board,                                Director
        Director

               *                                            *               
-----------------------------                 ------------------------------
    Betsy R. Gidwitz                                 John C. Stetson
        Director                                         Director
                    

                                     -5-
<PAGE>   7
               *                                            *               
-----------------------------                 ------------------------------
     Abbie J. Smith                                  Gilbert P. Smith
        Director                                         Director



* By: /s/ Roy A. Wentz
     ------------------------
      Roy A. Wentz
     Attorney-In-Fact
                     


                                     -6-
<PAGE>   8

            INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8


<TABLE>
<CAPTION>
Exhibit          Description of Exhibit
--------         ----------------------
<S>              <C>
 4.1             Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to the 
                 Company's Annual Report listed on Form 10-K for the fiscal year ended February 29, 1992, Exhibit 3(a)).
                
 4.2             Bylaws of the Company, as amended (incorporated herein by reference to the Company's Annual Report filed on Form
                 10-K for the fiscal year ended February 28, 1991, Exhibit 3(b)).
                
 4.3             All-Employee Stock Option Program (incorporated herein by reference to the Proxy Statement for the 1992 Annual
                 Meeting of the Stockholders held June 16, 1992).
                
*5               Opinion of Roy A. Wentz, Esq.
                
*23.1            Consent of Roy A. Wentz, Esq. (included in Exhibit 5).
                
*23.2            Consent of Coopers & Lybrand L.L.P.
                
*24.1            Powers of Attorney.
</TABLE>


_____________________
*        Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17917}]
{"company-data": {"conformed-name": "CURTIS HELENE INDUSTRIES INC /DE/", "cik": "0000745142", "assigned-sic": "2844", "irs-number": "363398349", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00215", "film-number": "96503939"}, "business-address": {"street1": "325 N WELLS ST", "city": "CHICAGO", "state": "IL", "zip": "60610", "phone": "3126610222"}}
1

              As filed with the Securities and Exchange Commission
                              on January 16, 1996
                                                    Registration No. 33-_____
  ===========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             _____________________

                         HELENE CURTIS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
                                
         DELAWARE                                       36-3398349
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization) 
                                    
                         HELENE CURTIS INDUSTRIES, INC.
                              325 N. WELLS STREET
                            CHICAGO, ILLINOIS  60610
                                 (312) 661-0222
                    (Address of Principal Executive Offices)

                         HELENE CURTIS INDUSTRIES, INC.
                       ALL-EMPLOYEE STOCK OPTION PROGRAM

                            (Full title of the plan)

                                                 
                                                            Copy to:
                ROY A. WENTZ                            LARRY A. BARDEN
              VICE PRESIDENT,                           SIDLEY & AUSTIN
       SECRETARY AND GENERAL COUNSEL                ONE FIRST NATIONAL PLAZA
       HELENE CURTIS INDUSTRIES, INC.               CHICAGO, ILLINOIS  60603
            325 N. WELLS STREET                          (312) 853-7785
         CHICAGO, ILLINOIS  60610                
               (312) 661-0222                          
    (Name, address and telephone number,               
 including area code, of agent for service)            
                                                                   

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------     
                                                       Proposed               Proposed      
Title of securities              Amount to be      maximum offering       maximum aggregate       Amount of
of to be registered              registered         price per share          offering price    registration fee 
------------------------------------------------------------------------------------------------------------------
Common Stock, $.50 par value      350,000 shares        $31.1875  (1)         $10,915,625  (1)      $3,764.01
==================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee
         and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act
         of 1933, based upon the average of the high and low sale prices of the
         Common Stock of Helene Curtis Industries, Inc. on The New York Stock
         Exchange on Wednesday, January 10, 1996.
2

                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                 The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by Helene Curtis Industries, Inc.
(the "Company") are incorporated herein by reference:

                 (a)      The Company's Annual Report on Form 10-K for the
         fiscal year ended February 28, 1995.

                 (b)      All other reports filed by the Company pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), since February 28, 1995.

                 (c)      The description of the Company's common stock, par
         value $.50 per share (the "Common Stock"), which is contained in the
         Registration Statement on Form 8-A filed with the Commission on
         October 3, 1984 under the Exchange Act, including any subsequent
         amendment or any report filed for the purpose of updating such
         description.

                 All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr. Roy A. Wentz, Vice President, Secretary and General
Counsel of the Company, beneficially owns 56,383.847 shares of Common Stock of
the Company (which includes options to purchase 24,141 shares).

                                     -1-
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
        
         The Company's Amended and Restated Certificate of Incorporation, as
amended, provides indemnification for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the General Corporation
Law of the State of Delaware (the "DGCL").  The Company's By-laws permit the
Company to insure its directors, officers, employees or agents against any
liability asserted against such person in any such capacity or arising out of
his status as such.

         The Company's Amended and Restated Certificate of Incorporation, as
amended, provides that, to the full extent permitted by Section 145 of the DGCL,
the Company has the power to indemnify, advance payment of expenses on behalf of
and purchase and maintain insurance against liability on behalf of all persons
for whom it may take each such respective action.  Section 145 of the DGCL
permits the indemnification by a Delaware corporation of its directors,
officers, employees and other agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than derivative actions which are by or in the right of
the corporation) if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was illegal.  A similar standard of care is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with defense or
settlement of such an action and court approval is required before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.  To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense
of any action referred to above or in defense of any claim, issue or matter
therein, such representative shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred in connection therewith.

        Reference is made to Section 102(b)(7) of the DGCL which provides that
a director of the Company will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
unlawful payment of dividends under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.  It
further provides that if the DGCL is amended to authorize

                                     -2-
4

corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company will be eliminated
or limited to the fullest extent permitted by the DGCL as so amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

ITEM 9.  UNDERTAKINGS

     (a)   The undersigned registrant hereby undertakes:

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

            (i)  To include any prospectus required by Section 10(a)(3) of
        the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising
        after the effective date of 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 this Registration Statement;

            (iii)  To include any material information with respect to the
        plan of distribution not previously disclosed in this Registration
        Statement or any material change to such information in this 
        Registration Statement;

             provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company 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 amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of

                                     -3-
5

such securities at that time shall be deemed to be the initial bona fide
offering thereof.

             (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit  plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     -4-
6

                                   SIGNATURES

                 The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on this 16th day of January, 1996.

                                        HELENE CURTIS INDUSTRIES, INC.

                                                 By: /s/ Ronald J. Gidwitz
                                                     ---------------------------
                                                            Ronald J. Gidwitz
                                                      President, Chief Executive
                                                          Officer and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 16th day of January, 1996.

  Signature and Title                             Signature and Title
  -------------------                             -------------------

/s/ Ronald J. Gidwitz                          /s/ Lawrence A. Gyenes
----------------------------                   ----------------------------
   Ronald J. Gidwitz                                Lawrence A. Gyenes
       President,                                  Vice President and
Chief Executive Officer and Director             Chief Financial Officer
(Principal Executive Officer)                 (Principal Financial Officer)

/s/ Mary J. Oyer                                            *              
-----------------------------                 -----------------------------
   Mary J. Oyer                                     Marshall L. Burman
Vice President and Corporate                             Director
       Controller
(Principal Accounting Officer)

                                                            *              
-----------------------------                 -----------------------------
   Frank W. Considine                               Charles G. Cooper
        Director                                         Director

               *                                            *              
-----------------------------                 -----------------------------
   Gerald S. Gidwitz                                 Michael Goldman
   Chairman of the Board,                                Director
        Director

               *                                            *               
-----------------------------                 ------------------------------
    Betsy R. Gidwitz                                 John C. Stetson
        Director                                         Director
                    

                                     -5-
7
               *                                            *               
-----------------------------                 ------------------------------
     Abbie J. Smith                                  Gilbert P. Smith
        Director                                         Director

* By: /s/ Roy A. Wentz
     ------------------------
      Roy A. Wentz
     Attorney-In-Fact
                     

                                     -6-
8

            INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit          Description of Exhibit
--------         ----------------------
4.1             Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to the 
                 Company's Annual Report listed on Form 10-K for the fiscal year ended February 29, 1992, Exhibit 3(a)).
                
 4.2             Bylaws of the Company, as amended (incorporated herein by reference to the Company's Annual Report filed on Form
                 10-K for the fiscal year ended February 28, 1991, Exhibit 3(b)).
                
 4.3             All-Employee Stock Option Program (incorporated herein by reference to the Proxy Statement for the 1992 Annual
                 Meeting of the Stockholders held June 16, 1992).
                
*5               Opinion of Roy A. Wentz, Esq.
                
*23.1            Consent of Roy A. Wentz, Esq. (included in Exhibit 5).
                
*23.2            Consent of Coopers & Lybrand L.L.P.
                
*24.1            Powers of Attorney.
_____________________
*        Filed herewith.