<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.
                           1992 STOCK OPTION PLAN

                            (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
 to be registered                 registered          price per share          offering price         registration fee
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                    <C>                        <C>
Common Stock, $.50 par value    1,500,000 shares        $31.1875 (1)          $46,781,250 (1)            $16,131.47
======================================================================================================================

</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 and incurred by 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.
                             
<TABLE>
<CAPTION>

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

<S>                                               <C>
/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
                                                 
</TABLE>

                                     -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      1992 Stock Option Plan (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": 17543}]
{"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": "333-00225", "film-number": "96504131"}, "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.
                           1992 STOCK OPTION PLAN

                            (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
 to be registered                 registered          price per share          offering price         registration fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.50 par value    1,500,000 shares        $31.1875 (1)          $46,781,250 (1)            $16,131.47
======================================================================================================================
(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 and incurred by 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      1992 Stock Option Plan (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.