<PAGE>

     As filed with the Securities and Exchange Commission on June 10, 1997
                                  Registration No. 333- ________________________



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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

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


                         WESLEY JESSEN VISIONCARE, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                 36-4023739
(State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
Incorporation or Organization)

                            333 East Howard Avenue
                       Des Plaines, Illinois 60018-5903
                   (Address of Principal Executive Offices)


     WESLEY JESSEN VISIONCARE, INC. EMPLOYEE STOCK DISCOUNT PURCHASE PLAN
                            (Full Title of the Plan)


                                 Kevin J. Ryan
                               President and CEO
                        Wesley Jessen VisionCare, Inc.
                            333 East Howard Avenue
                       Des Plaines, Illinois 60018-5903
                                (847) 294-3000

          (Name, Address, and Telephone Number of Agent for Service)

                                   Copy to:
                             Dennis M. Myers, Esq.
                               Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601
                                (312) 861-2000


                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                          Proposed           Proposed
     Title of                              Maximum           Maximum
 Securities To Be     Amount To Be     Offering Price       Aggregate         Amount of
    Registered         Registered         Per Share       Offering Price  Registration Fee
 ----------------    --------------    --------------     --------------  ----------------
<S>                  <C>               <C>                <C>              <C>
Common Stock,
par value $0.01      500,000 shares       $17.69(1)         $8,843,750         $2,680
per share

Interests in the
Wesley Jessen
VisionCare, Inc.          (2)               (2)                (2)              (3) 
Employee Stock
Discount
Purchase Plan
</TABLE>

__________________________

 (1)  Estimated pursuant to Rule 457(c) and (h), solely for purposes of
      calculating amount of registration fee, based upon the average of the high
      and low prices reported on June 5, 1997, as reported on the Nasdaq
      National Market.

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

 (3)  Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate
      registration fee is required with respect to the plan interests being
      registered hereby.

===============================================================================
<PAGE>
 
                                    PART I

               INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

Item 1.   Plan Information.

          The documents containing the information specified in Part I, Items 1
          and 2, will be delivered in accordance with Rule 428(b)(1) of the
          Securities Act of 1933, as amended ("Securities Act"). Such documents
          are not required to be, and are not, filed with the Securities and
          Exchange Commission ("Commission") either as part of this Registration
          Statement or as prospectuses or prospectus supplements pursuant to
          Rule 424. These documents, and the documents incorporated by reference
          in this Registration Statement pursuant to Item 3 of Part II of this
          Form S-8, taken together, constitute a prospectus that meets the
          requirements of Section 10(a) of the Securities Act.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Upon written or oral request, any of the documents incorporated by
          reference in Item 3 of Part II of this Registration Statement (which
          documents are incorporated by reference in this Section 10(a)
          Prospectus), other documents required to be delivered to eligible
          employees pursuant to Rule 428(b) or additional information about the
          Wesley Jessen VisionCare, Inc. Employee Stock Discount Purchase Plan
          ("Plan") are available without charge by contacting:


               Michael R. Southard, Vice President, Human Resources
               Wesley Jessen VisionCare, Inc.
               333 East Howard Street
               Des Plaines, Illinois 60018-5903
               Telephone Number: 847-294-3000


                                       2
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference. The following
documents, which have been filed by Wesley Jessen VisionCare, Inc.
("Corporation") or the Plan with the Commission, are incorporated in this
Registration Statement by reference:

          (a) The Corporation's Special Financial Report on Form 10-K for the
     year ended December 31, 1996 (Commission File No. 0-22033).

          (b) The Corporation's Quarterly Report on Form 10-Q for the quarterly
     period ended March 29, 1997.

          (c) The description of the Corporation's Common Stock, par value $.01
     per share (the "Common Stock") contained in Item 1 of the Corporation's
     Registration Statement on Form 8-A, filed with the Commission pursuant to
     Section 12 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), on January 21, 1997.

          (d) All reports and other documents subsequently filed by the
     Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act, prior to the filing of a post-effective amendment which indicates that
     all securities offered hereby have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference herein and to be a part hereof from the date of the filing of
     such reports and documents.

     All reports and other documents subsequently filed by the Company and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act"), prior to the filing of a post-effective amendment
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 herein and to be part hereof from the date of the
filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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. Interests of Named Experts and Counsel. The validity of the Common
Stock to be issued under the Plan will be passed upon for the Company by
Kirkland & Ellis, Chicago, Illinois (a partnership which includes professional
corporations). Certain partners of Kirkland & Ellis are partners in Randolph
Street Partners, which owns 87,116 shares of Common Stock.

Item 6. Indemnification of Directors and Officers. Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL") permits a corporation to provide
in its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
transaction from which the director derives an improper personal benefit, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for improper payment of dividends or
redemptions of shares or (iv) for any breach of a director's duty

                                       3
<PAGE>
 
of loyalty to the company or its stockholders. Article X, Part A, of the
Corporation's Restated Certificate of Incorporation (the "Restated Certificate")
includes such a provision.

The Corporation's Restated Certificate provides that each person who was or is
made a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a Director or officer of the Corporation or,
while a Director or officer of the Corporation, is or was serving at the request
of the Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a Director or officer or in any other capacity while serving as a Director or
officer, will be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights then permitted
prior thereto), against all expense, liability and loss (including attorneys'
fees, judgment, fines, excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith and
such indemnification will continue as to an indemnitee who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators under the Restated Certificate.
This right of indemnification is a contractual right and includes the obligation
of the Corporation to pay the expenses incurred in defending any such proceeding
in advance of its final disposition (an "advance of expenses"); provided,
however, that, if and to the extent that the DGCL requires, an advance of
expenses incurred by indemnitee in his or her capacity as a Director of officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
will be made only upon delivery to the Corporation of an undertaking (an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it will ultimately be determined by final judicial decision from
which there is no further right to appeal (a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses. The Corporation
may, by action of its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same or lesser scope and effect as the
foregoing indemnification of Directors and officers.

The Corporation has entered into indemnification agreements with its current
Directors and executives officers substantially in the form previously filed
with the Commission by the Corporation and anticipates entering into such
agreements in the future with any new Director or executive officer.

Item 7. Exemption from Registration Claimed.  Not applicable.

Item 8. Exhibits. An Exhibit index is located at page 10.

        4.1   Form of certificate representing shares of Common Stock, $0.01 par
              value per share, incorporated by reference to Exhibit 4.1 of the
              Corporation's Registration Statement on Form S-1 (Registration
              File No. 333-17353).

        5.1   Opinion of Kirkland & Ellis with respect to the legality of
              certain shares of the Common Stock being registered hereby.

        23.1  Consent of Price Waterhouse LLP.

        23.2  Consent of Kirkland & Ellis (included in Exhibit 5.1).

        24.1  Powers of Attorney.

Item 9. Undertakings.

              (a) The undersigned Registrant hereby undertakes (1) to file,
        during any period in which offers or sales are being made, a post-
        effective amendment to this Registration Statement (i) to include any
        prospectus required by Section 10(a)(3) of the Securities Act of 1933;
        (ii) to reflect in the prospectus any facts or events arising after the
        effective date of the registration statement (or most recent post-

                                       4
<PAGE>
 
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
and (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-8 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 Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement, (2) that, for the
purpose of determining any liability under the Securities Act, 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; and (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
                            
                                       5
<PAGE>
 
                                   SIGNATURES
                                   ----------


     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Des Plaines, State of Illinois, on June 9, 1997.

                                       WESLEY JESSEN VISIONCARE, INC.
               


                                       By /s/ Kevin J. Ryan
                                          ----------------------------------
                                          Kevin J. Ryan, President and CEO


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE> 
<CAPTION> 

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

<S>                           <C>                                        <C> 
 
______________________        Chairman of the Board                       
Stephen G. Pagliuca                                                      _____________


/s/ Kevin J. Ryan             President and Chief Executive               June 9, 1997
______________________        Officer (Principal Executive Officer),     _____________
Kevin J. Ryan                 Director


/s/ Edward J. Kelley          Chief Financial Officer and Treasurer       June 9, 1997
______________________        (Principal Financial and Accounting        _____________
Edward J. Kelley              Officer) Director

              
/s/ Ronald J. Artale           Vice-President - Controller                June 9, 1997
______________________         (Principal Accounting Officer)            _____________
Ronald J. Artale              


 *                             Director                                   June 9, 1997
______________________                                                   _____________
Adam W. Kirsch


 *                             Director                                   June 9, 1997
______________________                                                   _____________
John W. Maki


 *                             Director                                   June 9, 1997
______________________                                                   _____________
John J. O'Malley
</TABLE> 

                                       6
<PAGE>
 
* By    /s/ Kevin J. Ryan
     --------------------
        Kevin J. Ryan


  By    /s/ Edward J. Kelley
     -----------------------
        Edward J. Kelley


  By    /s/ Ronald J. Artale
     -----------------------
        Ronald J. Artale

        Attorneys-In-Fact


          Pursuant to the requirements of the Securities Act of 1933, the Wesley
Jessen VisionCare, Inc. Employee Stock Discount Purchase Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Des Plaines, State of Illinois, on
June 9, 1997.

                                  WESLEY JESSEN VISIONCARE, INC. 
                                   EMPLOYEE STOCK DISCOUNT PURCHASE PLAN



                                                            
                                  By  /s/ Michael R. Southard
                                    ------------------------------------------- 
                                    Michael R. Southard, Vice President
                                    Human Resources

                                       7
<PAGE>

                                 EXHIBIT INDEX

Exhibit    Description
Number

 4.1       Form of certificate representing shares of Common Stock, $0.01 par
           value per share, incorporated by reference to Exhibit 4.3 of the
           Corporation's Registration Statement on Form S-1 (Registration
           File No. 333-17353).

 5.1       Opinion of Kirkland & Ellis with respect to the legality of certain
           shares of the Common Stock being registered hereby.

23.1       Consent of Price Waterhouse LLP.

23.2       Consent of Kirkland & Ellis (included in Exhibit 5.1).

24.1       Powers of Attorney.

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21145}]
{"company-data": {"conformed-name": "WESLEY JESSEN VISIONCARE INC", "cik": "0001027584", "assigned-sic": "3851", "irs-number": "364023739", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28853", "film-number": "97621592"}, "business-address": {"street1": "333 EAST HOWARD AVE", "city": "DES PLAINES", "state": "IL", "zip": "60018-5903", "phone": "8472943000"}, "mail-address": {"street1": "333 EAST HOWARD AVE", "city": "DES PLAINES", "state": "IL", "zip": "60018-5903"}, "former-company": {"former-conformed-name": "WESLEY JESSEN HOLDING INC", "date-changed": "19961126"}}
As filed with the Securities and Exchange Commission on June 10, 1997
                                  Registration No. 333- ________________________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

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

                         WESLEY JESSEN VISIONCARE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                 36-4023739
(State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
Incorporation or Organization)

                            333 East Howard Avenue
                       Des Plaines, Illinois 60018-5903
                   (Address of Principal Executive Offices)

     WESLEY JESSEN VISIONCARE, INC. EMPLOYEE STOCK DISCOUNT PURCHASE PLAN
                            (Full Title of the Plan)

                                 Kevin J. Ryan
                               President and CEO
                        Wesley Jessen VisionCare, Inc.
                            333 East Howard Avenue
                       Des Plaines, Illinois 60018-5903
                                (847) 294-3000

          (Name, Address, and Telephone Number of Agent for Service)

                                   Copy to:
                             Dennis M. Myers, Esq.
                               Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601
                                (312) 861-2000

                        CALCULATION OF REGISTRATION FEE
================================================================================
Proposed           Proposed
     Title of                              Maximum           Maximum
 Securities To Be     Amount To Be     Offering Price       Aggregate         Amount of
    Registered         Registered         Per Share       Offering Price  Registration Fee
 ----------------    --------------    --------------     --------------  ----------------
Common Stock,
par value $0.01      500,000 shares       $17.69(1)         $8,843,750         $2,680
per share

Interests in the
Wesley Jessen
VisionCare, Inc.          (2)               (2)                (2)              (3) 
Employee Stock
Discount
Purchase Plan
__________________________

 (1)  Estimated pursuant to Rule 457(c) and (h), solely for purposes of
      calculating amount of registration fee, based upon the average of the high
      and low prices reported on June 5, 1997, as reported on the Nasdaq
      National Market.

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

 (3)  Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate
      registration fee is required with respect to the plan interests being
      registered hereby.

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

               INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

Item 1.   Plan Information.

          The documents containing the information specified in Part I, Items 1
          and 2, will be delivered in accordance with Rule 428(b)(1) of the
          Securities Act of 1933, as amended ("Securities Act"). Such documents
          are not required to be, and are not, filed with the Securities and
          Exchange Commission ("Commission") either as part of this Registration
          Statement or as prospectuses or prospectus supplements pursuant to
          Rule 424. These documents, and the documents incorporated by reference
          in this Registration Statement pursuant to Item 3 of Part II of this
          Form S-8, taken together, constitute a prospectus that meets the
          requirements of Section 10(a) of the Securities Act.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Upon written or oral request, any of the documents incorporated by
          reference in Item 3 of Part II of this Registration Statement (which
          documents are incorporated by reference in this Section 10(a)
          Prospectus), other documents required to be delivered to eligible
          employees pursuant to Rule 428(b) or additional information about the
          Wesley Jessen VisionCare, Inc. Employee Stock Discount Purchase Plan
          ("Plan") are available without charge by contacting:

               Michael R. Southard, Vice President, Human Resources
               Wesley Jessen VisionCare, Inc.
               333 East Howard Street
               Des Plaines, Illinois 60018-5903
               Telephone Number: 847-294-3000

                                       2
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference. The following
documents, which have been filed by Wesley Jessen VisionCare, Inc.
("Corporation") or the Plan with the Commission, are incorporated in this
Registration Statement by reference:

          (a) The Corporation's Special Financial Report on Form 10-K for the
     year ended December 31, 1996 (Commission File No. 0-22033).

          (b) The Corporation's Quarterly Report on Form 10-Q for the quarterly
     period ended March 29, 1997.

          (c) The description of the Corporation's Common Stock, par value $.01
     per share (the "Common Stock") contained in Item 1 of the Corporation's
     Registration Statement on Form 8-A, filed with the Commission pursuant to
     Section 12 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), on January 21, 1997.

          (d) All reports and other documents subsequently filed by the
     Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act, prior to the filing of a post-effective amendment which indicates that
     all securities offered hereby have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference herein and to be a part hereof from the date of the filing of
     such reports and documents.

     All reports and other documents subsequently filed by the Company and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act"), prior to the filing of a post-effective amendment
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 herein and to be part hereof from the date of the
filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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. Interests of Named Experts and Counsel. The validity of the Common
Stock to be issued under the Plan will be passed upon for the Company by
Kirkland & Ellis, Chicago, Illinois (a partnership which includes professional
corporations). Certain partners of Kirkland & Ellis are partners in Randolph
Street Partners, which owns 87,116 shares of Common Stock.

Item 6. Indemnification of Directors and Officers. Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL") permits a corporation to provide
in its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
transaction from which the director derives an improper personal benefit, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for improper payment of dividends or
redemptions of shares or (iv) for any breach of a director's duty

                                       3
of loyalty to the company or its stockholders. Article X, Part A, of the
Corporation's Restated Certificate of Incorporation (the "Restated Certificate")
includes such a provision.

The Corporation's Restated Certificate provides that each person who was or is
made a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a Director or officer of the Corporation or,
while a Director or officer of the Corporation, is or was serving at the request
of the Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a Director or officer or in any other capacity while serving as a Director or
officer, will be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights then permitted
prior thereto), against all expense, liability and loss (including attorneys'
fees, judgment, fines, excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith and
such indemnification will continue as to an indemnitee who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators under the Restated Certificate.
This right of indemnification is a contractual right and includes the obligation
of the Corporation to pay the expenses incurred in defending any such proceeding
in advance of its final disposition (an "advance of expenses"); provided,
however, that, if and to the extent that the DGCL requires, an advance of
expenses incurred by indemnitee in his or her capacity as a Director of officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
will be made only upon delivery to the Corporation of an undertaking (an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it will ultimately be determined by final judicial decision from
which there is no further right to appeal (a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses. The Corporation
may, by action of its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same or lesser scope and effect as the
foregoing indemnification of Directors and officers.

The Corporation has entered into indemnification agreements with its current
Directors and executives officers substantially in the form previously filed
with the Commission by the Corporation and anticipates entering into such
agreements in the future with any new Director or executive officer.

Item 7. Exemption from Registration Claimed.  Not applicable.

Item 8. Exhibits. An Exhibit index is located at page 10.

        4.1   Form of certificate representing shares of Common Stock, $0.01 par
              value per share, incorporated by reference to Exhibit 4.1 of the
              Corporation's Registration Statement on Form S-1 (Registration
              File No. 333-17353).

        5.1   Opinion of Kirkland & Ellis with respect to the legality of
              certain shares of the Common Stock being registered hereby.

        23.1  Consent of Price Waterhouse LLP.

        23.2  Consent of Kirkland & Ellis (included in Exhibit 5.1).

        24.1  Powers of Attorney.

Item 9. Undertakings.

              (a) The undersigned Registrant hereby undertakes (1) to file,
        during any period in which offers or sales are being made, a post-
        effective amendment to this Registration Statement (i) to include any
        prospectus required by Section 10(a)(3) of the Securities Act of 1933;
        (ii) to reflect in the prospectus any facts or events arising after the
        effective date of the registration statement (or most recent post-

                                       4
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
and (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-8 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 Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement, (2) that, for the
purpose of determining any liability under the Securities Act, 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; and (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
                            
                                       5
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Des Plaines, State of Illinois, on June 9, 1997.

                                       WESLEY JESSEN VISIONCARE, INC.
               

                                       By /s/ Kevin J. Ryan
                                          ----------------------------------
                                          Kevin J. Ryan, President and CEO

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                     Title                                           Date
---------                     -----                                           ----
______________________        Chairman of the Board                       
Stephen G. Pagliuca                                                      _____________

/s/ Kevin J. Ryan             President and Chief Executive               June 9, 1997
______________________        Officer (Principal Executive Officer),     _____________
Kevin J. Ryan                 Director

/s/ Edward J. Kelley          Chief Financial Officer and Treasurer       June 9, 1997
______________________        (Principal Financial and Accounting        _____________
Edward J. Kelley              Officer) Director

              
/s/ Ronald J. Artale           Vice-President - Controller                June 9, 1997
______________________         (Principal Accounting Officer)            _____________
Ronald J. Artale              

 *                             Director                                   June 9, 1997
______________________                                                   _____________
Adam W. Kirsch

 *                             Director                                   June 9, 1997
______________________                                                   _____________
John W. Maki

 *                             Director                                   June 9, 1997
______________________                                                   _____________
John J. O'Malley
6
* By    /s/ Kevin J. Ryan
     --------------------
        Kevin J. Ryan

  By    /s/ Edward J. Kelley
     -----------------------
        Edward J. Kelley

  By    /s/ Ronald J. Artale
     -----------------------
        Ronald J. Artale

        Attorneys-In-Fact

          Pursuant to the requirements of the Securities Act of 1933, the Wesley
Jessen VisionCare, Inc. Employee Stock Discount Purchase Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Des Plaines, State of Illinois, on
June 9, 1997.

                                  WESLEY JESSEN VISIONCARE, INC. 
                                   EMPLOYEE STOCK DISCOUNT PURCHASE PLAN

                                                            
                                  By  /s/ Michael R. Southard
                                    ------------------------------------------- 
                                    Michael R. Southard, Vice President
                                    Human Resources

                                       7
EXHIBIT INDEX

Exhibit    Description
Number

 4.1       Form of certificate representing shares of Common Stock, $0.01 par
           value per share, incorporated by reference to Exhibit 4.3 of the
           Corporation's Registration Statement on Form S-1 (Registration
           File No. 333-17353).

 5.1       Opinion of Kirkland & Ellis with respect to the legality of certain
           shares of the Common Stock being registered hereby.

23.1       Consent of Price Waterhouse LLP.

23.2       Consent of Kirkland & Ellis (included in Exhibit 5.1).

24.1       Powers of Attorney.

                                       8