<PAGE>
 
   As filed with the Securities and Exchange Commission on November    , 1997
                                                      Registration No. 333-    
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             ---------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                          U.S.A. FLORAL PRODUCTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)
             Delaware                                   52-2030697
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)        
       
  1025 Thomas Jefferson Street, N.W.
            Suite 600 East
       Washington, D.C. 20007                             19406
(Address of Principal Executive Offices)                (Zip Code)


                          U.S.A. FLORAL PRODUCTS, INC.
                         1997 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)
                                      and
                          U.S.A. FLORAL PRODUCTS, INC.
                    1997 NON-EMPLOYEE DIRECTORS' STOCK PLAN
                            (Full Title of the Plan)
                                      and
                          U.S.A. FLORAL PRODUCTS, INC.
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                             MR. ROBERT J. POIRIER
                Chairman, President and Chief Executive Officer
                          U.S.A. Floral Products, Inc.
                       1025 Thomas Jefferson Street, N.W.
                                 Suite 600 East
                             Washington, D.C. 20007
                    (Name and Address of Agent for Service)
                                 (202) 333-0800
         (Telephone Number, Including Area Code, of Agent for Service)
                            -----------------------
                         Copy of all communications to:
                             DAVID A. GERSON, ESQ.
                          Morgan, Lewis & Bockius LLP
                               One Oxford Centre
                             Pittsburgh, PA  15219
                                 (412) 560-3300

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
                                         Proposed maximum    Proposed maximum   
 Title Of Securities     Amount to be     offering price        aggregate          Amount of    
  To Be Registered        registered       per share (1)    offering price (1)  registration fee 
------------------------------------------------------------------------------------------------
<S>                    <C>               <C>                <C>                 <C>
Common Stock, $.001    2,626,600 shares       $17.4375         $45,801,338            $13,880
 par value
================================================================================================
</TABLE>

     (1)  Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose
          of calculating the registration fee, based upon the average of the
          reported high and low sales prices for a share of Common Stock on
          November 7, 1997 as reported on the Nasdaq National Market

================================================================================
<PAGE>
 
               This Registration Statement on Form S-8 (the "Registration
     Statement") filed by U.S.A. Floral Products, Inc. (the "Registrant")
     relates to  shares (the "Shares") of the Registrant's Common Stock, par
     value $.001 per share, (the "Common Stock") and issuable pursuant to (i)
     the U.S.A. Floral Products, Inc. 1997 Long-Term Incentive Plan (the "Long-
     Term Incentive Plan"), (ii) the U.S.A. Floral Products, Inc. 1997 Non-
     Employee Directors' Stock Plan (the "Directors' Plan") and (iii) the
     Employee Stock Purchase Plan (the "Stock Purchase Plan").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.
              --------------------------------------- 

          The following documents, as filed by the Registrant with the
     Securities and Exchange Commission (the "Commission"), are incorporated by
     reference in this Registration Statement:

               (a)   The final prospectus filed on October 14, 1997 (the
          "Prospectus") pursuant to Rule 424(b) under the Securities Act of
          1933, as amended;

               (b) The Registrant's 1997 Long-Term Incentive Plan, filed as
          Exhibit 10.10 of the Registration Statement on Form S-1 (File No. 
          333-33131);

               (c) The Registrant's 1997 Non-Employee Directors' Stock Plan,
          filed as Exhibit 10.11 of the Registration Statement on Form S-1 (File
          No. 333-33131);

               (d) The Registrant's 1997 Employee Stock Purchase Plan, filed
          as Exhibit 10.12 of the Registration Statement on Form S-1 (File No. 
          333-33131); and

               (e)  The description of the Common Stock of the Registrant set
          forth on the Registration Statement on Form 8-A, filed by the
          Registrant with the Commission on September 23, 1997 to register the
          Common Stock under the Securities Exchange Act of 1934.

          All documents filed by the Registrant pursuant to Section 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 in this Registration
     Statement and to be a part hereof from the date of filing of such
     documents.  Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes hereof to
     the extent that a statement contained herein (or in any other subsequently
     filed document which also is incorporated by reference herein) modifies or
     supersedes such statement.  Any statement so modified or superseded shall
     not be deemed to constitute a part hereof except as so modified or
     superseded.

     Item 4.  Description of Securities.
              ------------------------- 

          Not applicable.

     Item 5.  Interests of Named Experts and Counsel.
              -------------------------------------- 

          The financial statements of the Registrant as of June 30, 1997
     included in the Prospectus have been so included in reliance on the report
     of Price Waterhouse LLP, independent accountants, given on the authority of
     said firm as experts in auditing and accounting.

          The financial statements of The Roy Houff Company, Bay State Florist
     Supply, Inc. and Flower Trading Corporation, N.V. as of December 31, 1995
     and 1996 and for each of the three years in the period ended December 31,
     1996 included in the Prospectus have been so included in reliance on the
     report of Price Waterhouse LLP, independent accounts, given on the
     authority of said firm as experts in auditing and accounting.

                                       1
<PAGE>
 
          The financial statements of American Florist Supply, Inc. Monterey Bay
     Bouquet, Inc. Bay Area Bouquets, Inc. and Alpine Gem Flower Shippers, Inc.
     as of December 31, 1995 and 1996 and for the years then ended included in
     the Prospectus have been so included in reliance on the report of Price
     Waterhouse LLP, independent accounts, given on the authority of said firm
     as experts in auditing and accounting.


          The financial statements of United Wholesale Florists, Inc. and United
     Wholesale Florists of America, Inc. as of June 30, 1996 and 1997 and for
     each of the three years in the period ended June 30, 1997 included in the
     Prospectus have been so included in reliance on the report of Price
     Waterhouse LLP, independent accounts, given on the authority of said firm
     as experts in auditing and accounting.

          The financial statements of CFX, Inc. as of December 31 1996 and for
     the year then ended included in the Prospectus have been so included in
     reliance on the report of Price Waterhouse LLP, independent accounts, given
     on the authority of said firm as experts in auditing and accounting.

          The financial statements of CFX, Inc. as of December 31, 1994 and 1995
     and for the years then ended included in the Prospectus have been so
     included in reliance on the report of Madsen, Sapp, Mena, Rodriguez & Co.,
     P.A., independent accountants, given on the authority of said firm as
     experts in auditing and accounting.


     Item 6.  Indemnification of Directors and Officers.
              ----------------------------------------- 

          Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
     permits a corporation, in its certificate of incorporation, to limit or
     eliminate, subject to certain statutory limitations, the liability of
     directors to the corporation or its stockholders for monetary damages for
     breaches of fiduciary duty, except for liability (a) for any breach of the
     director's duty of loyalty to the corporation or its stockholders, (b) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, (c) under Section 174 of the DGCL, or (d)
     for any transaction from which the director derived an improper personal
     benefit. Article 10 of the registrant's Certificate of Incorporation
     provides that the personal liability of directors of the registrant is
     eliminated to the fullest extent permitted by Section 102(b)(7) of the
     DGCL.
     
          Under Section 145 of the DGCL, a corporation has the power to
     indemnify directors and officers under certain prescribed circumstances and
     subject to certain limitations against certain costs and expenses,
     including attorneys' fees actually and reasonably incurred in connection
     with any action, suit or proceeding, whether civil, criminal,
     administrative or investigative, to which any of them is a party by reason
     of being a director or officer of the corporation if it is determined that
     the director or officer acted in accordance with the applicable standard of
     conduct set forth in such statutory provision. Article 7 of the
     registrant's Bylaws provides that the registrant will indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding by reason of
     the fact that he is or was a director, officer, employee or agent of the
     registrant, or is or was serving at the request of the registrant as a
     director, officer, employee or agent of another entity, against certain
     liabilities, costs and expenses. Article 7 further permits the registrant
     to maintain insurance on behalf of any person who is or was a director,
     officer, employee or agent of the registrant, or is or was serving at the
     request of the registrant as a director, officer, employee or agent of
     another entity, against any liability asserted against such person and
     incurred by such person in any such capacity or arising out of his status
     as such, whether or not the registrant would have the power to indemnify
     such person against such liability under the DGCL. The registrant maintains
     directors' and officers' liability insurance.
 
          Under Section 7 of the Underwriting Agreement, the Underwriters are
     obligated, under certain circumstances, to indemnify directors and officers
     of the registrant against certain liabilities, including liabilities under
     the Securities Act of 1933, as amended (the "Securities Act"). Reference is
     made to the form of Underwriting Agreement filed as Exhibit 1.01 hereto.






 

                                       2
<PAGE>
 
     Item 7.  Exemption from Registration Claimed.
              ----------------------------------- 

          Not applicable.

     Item 8.  Exhibits.
              -------- 

          The exhibits filed as part of this Registration Statement are as
     follows:


     Exhibit
     Number              Exhibit
     ------              -------

       5.01  Opinion of Morgan, Lewis & Bockius LLP

      23.01  Consent of Price Waterhouse LLP

      23.02  Consent of Madsen, Sapp, Mena, Rodriguez & Co.

      23.03  Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)


     Item 9.  Undertakings.
              ------------ 

          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 the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement.

          Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this
     section do not apply if the information required to be included in a post-
     effective amendment by those subparagraphs is contained in periodic reports
     filed by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     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 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 that remain unsold at the
     termination of the offering.

          The undersigned Registrant hereby undertakes that, for the purpose 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 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 herein and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

                                       3
<PAGE>
 
          Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that, in the opinion of the
     Securities and Exchange Commission, such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                           [signatures on next page]

                                       4
<PAGE>
 
                                   SIGNATURES

          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 Washington, District of Columbia,
     on the 7th day of November, 1997.

                           U.S.A. FLORAL PRODUCTS, INC.


                           By:   /s/ ROBERT J. POIRIER
                                 -------------------------------------
                                 Robert J. Poirier
                                 Chairman of the Board, President and Chief
                                 Executive Officer (Principal Executive Officer)


          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
     directors and officers of the Registrant hereby constitutes and appoints
     Robert J. Poirier, his true and lawful attorney-in-fact and agent, for him
     and in his name, place and stead, in any and all capacities, to sign one or
     more amendments to this Registration Statement on Form S-8 under the
     Securities Act of 1933, including post-effective amendments and other
     related documents, and to file the same with the Securities and Exchange
     Commission under said Act, hereby granting power and authority to do and
     perform any and all acts and things requisite and necessary to be done in
     and about the premises, as fully as to all intents and purposes as he might
     or could do in person, hereby ratifying and confirming all that said
     attorneys-in-fact and agents may lawfully do or cause to be done by virtue
     hereof.

               Pursuant to the requirements of the Securities Act 1933, this
     Registration Statement has been signed below by the following persons in
     the capacities and on the date indicated.

<TABLE>
<CAPTION>
        Signature                         Capacity                       Date
        ---------                         --------                       ----
<S>                        <C>                                     <C>
/s/ Robert J. Poirier      Chairman of the Board, President        November 7, 1997
-------------------------  and Chief Executive Officer
 Robert J. Poirier         (Principal Executive Officer)

/s/ Raymond C. Anderson    Vice President and                      November 7, 1997
-------------------------  Chief Financial Officer (Principal
Raymond C. Anderson        Financial and Accounting Officer)

/s/ Jonathan J. Ledecky    Director                                November 7, 1997
-------------------------
Jonathan J. Ledecky

/s/ Vincent W. Eades       Director                                November 7, 1997
-------------------------
Vincent W. Eades

/s/ Edward J. Mathias      Director                                November 7, 1997
-------------------------
Edward J. Mathias
 
/s/ John A. Quelch         Director                                November 7, 1997
-------------------------
John A. Quelch

</TABLE>

                                       5
<PAGE>
 
                               INDEX TO EXHIBITS



 
     Exhibit
     Number                     Exhibit
     ------                     -------

      5.01        Opinion of Morgan, Lewis & Bockius LLP

     23.01        Consent of Price Waterhouse LLP

     23.02        Consent of Madsen, Sapp, Mena, Rodriguez & Co.

     23.03        Consent of Morgan, Lewis & Bockius LLP (included in
                 Exhibit 5.1)

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21153}]
{"company-data": {"conformed-name": "U S A FLORAL PRODUCTS INC", "cik": "0001043438", "assigned-sic": "5190", "irs-number": "522030697", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39923", "film-number": "97712332"}, "business-address": {"street1": "3500 WHITEHAVEN PKWY", "city": "WASHINGTON", "state": "DC", "zip": "20007", "phone": "2023330800"}, "mail-address": {"street1": "3500 WHITEHAVEN PKWY", "city": "WASHINGTON", "state": "DC", "zip": "20007"}}
As filed with the Securities and Exchange Commission on November    , 1997
                                                      Registration No. 333-    
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             ---------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                          U.S.A. FLORAL PRODUCTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)
             Delaware                                   52-2030697
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)        
       
  1025 Thomas Jefferson Street, N.W.
            Suite 600 East
       Washington, D.C. 20007                             19406
(Address of Principal Executive Offices)                (Zip Code)

                          U.S.A. FLORAL PRODUCTS, INC.
                         1997 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)
                                      and
                          U.S.A. FLORAL PRODUCTS, INC.
                    1997 NON-EMPLOYEE DIRECTORS' STOCK PLAN
                            (Full Title of the Plan)
                                      and
                          U.S.A. FLORAL PRODUCTS, INC.
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                             MR. ROBERT J. POIRIER
                Chairman, President and Chief Executive Officer
                          U.S.A. Floral Products, Inc.
                       1025 Thomas Jefferson Street, N.W.
                                 Suite 600 East
                             Washington, D.C. 20007
                    (Name and Address of Agent for Service)
                                 (202) 333-0800
         (Telephone Number, Including Area Code, of Agent for Service)
                            -----------------------
                         Copy of all communications to:
                             DAVID A. GERSON, ESQ.
                          Morgan, Lewis & Bockius LLP
                               One Oxford Centre
                             Pittsburgh, PA  15219
                                 (412) 560-3300

                        CALCULATION OF REGISTRATION FEE
================================================================================================
                                         Proposed maximum    Proposed maximum   
 Title Of Securities     Amount to be     offering price        aggregate          Amount of    
  To Be Registered        registered       per share (1)    offering price (1)  registration fee 
------------------------------------------------------------------------------------------------
Common Stock, $.001    2,626,600 shares       $17.4375         $45,801,338            $13,880
 par value
================================================================================================
(1)  Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose
          of calculating the registration fee, based upon the average of the
          reported high and low sales prices for a share of Common Stock on
          November 7, 1997 as reported on the Nasdaq National Market

================================================================================
This Registration Statement on Form S-8 (the "Registration
     Statement") filed by U.S.A. Floral Products, Inc. (the "Registrant")
     relates to  shares (the "Shares") of the Registrant's Common Stock, par
     value $.001 per share, (the "Common Stock") and issuable pursuant to (i)
     the U.S.A. Floral Products, Inc. 1997 Long-Term Incentive Plan (the "Long-
     Term Incentive Plan"), (ii) the U.S.A. Floral Products, Inc. 1997 Non-
     Employee Directors' Stock Plan (the "Directors' Plan") and (iii) the
     Employee Stock Purchase Plan (the "Stock Purchase Plan").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.
              --------------------------------------- 

          The following documents, as filed by the Registrant with the
     Securities and Exchange Commission (the "Commission"), are incorporated by
     reference in this Registration Statement:

               (a)   The final prospectus filed on October 14, 1997 (the
          "Prospectus") pursuant to Rule 424(b) under the Securities Act of
          1933, as amended;

               (b) The Registrant's 1997 Long-Term Incentive Plan, filed as
          Exhibit 10.10 of the Registration Statement on Form S-1 (File No. 
          333-33131);

               (c) The Registrant's 1997 Non-Employee Directors' Stock Plan,
          filed as Exhibit 10.11 of the Registration Statement on Form S-1 (File
          No. 333-33131);

               (d) The Registrant's 1997 Employee Stock Purchase Plan, filed
          as Exhibit 10.12 of the Registration Statement on Form S-1 (File No. 
          333-33131); and

               (e)  The description of the Common Stock of the Registrant set
          forth on the Registration Statement on Form 8-A, filed by the
          Registrant with the Commission on September 23, 1997 to register the
          Common Stock under the Securities Exchange Act of 1934.

          All documents filed by the Registrant pursuant to Section 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 in this Registration
     Statement and to be a part hereof from the date of filing of such
     documents.  Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes hereof to
     the extent that a statement contained herein (or in any other subsequently
     filed document which also is incorporated by reference herein) modifies or
     supersedes such statement.  Any statement so modified or superseded shall
     not be deemed to constitute a part hereof except as so modified or
     superseded.

     Item 4.  Description of Securities.
              ------------------------- 

          Not applicable.

     Item 5.  Interests of Named Experts and Counsel.
              -------------------------------------- 

          The financial statements of the Registrant as of June 30, 1997
     included in the Prospectus have been so included in reliance on the report
     of Price Waterhouse LLP, independent accountants, given on the authority of
     said firm as experts in auditing and accounting.

          The financial statements of The Roy Houff Company, Bay State Florist
     Supply, Inc. and Flower Trading Corporation, N.V. as of December 31, 1995
     and 1996 and for each of the three years in the period ended December 31,
     1996 included in the Prospectus have been so included in reliance on the
     report of Price Waterhouse LLP, independent accounts, given on the
     authority of said firm as experts in auditing and accounting.

                                       1
The financial statements of American Florist Supply, Inc. Monterey Bay
     Bouquet, Inc. Bay Area Bouquets, Inc. and Alpine Gem Flower Shippers, Inc.
     as of December 31, 1995 and 1996 and for the years then ended included in
     the Prospectus have been so included in reliance on the report of Price
     Waterhouse LLP, independent accounts, given on the authority of said firm
     as experts in auditing and accounting.

          The financial statements of United Wholesale Florists, Inc. and United
     Wholesale Florists of America, Inc. as of June 30, 1996 and 1997 and for
     each of the three years in the period ended June 30, 1997 included in the
     Prospectus have been so included in reliance on the report of Price
     Waterhouse LLP, independent accounts, given on the authority of said firm
     as experts in auditing and accounting.

          The financial statements of CFX, Inc. as of December 31 1996 and for
     the year then ended included in the Prospectus have been so included in
     reliance on the report of Price Waterhouse LLP, independent accounts, given
     on the authority of said firm as experts in auditing and accounting.

          The financial statements of CFX, Inc. as of December 31, 1994 and 1995
     and for the years then ended included in the Prospectus have been so
     included in reliance on the report of Madsen, Sapp, Mena, Rodriguez & Co.,
     P.A., independent accountants, given on the authority of said firm as
     experts in auditing and accounting.

     Item 6.  Indemnification of Directors and Officers.
              ----------------------------------------- 

          Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
     permits a corporation, in its certificate of incorporation, to limit or
     eliminate, subject to certain statutory limitations, the liability of
     directors to the corporation or its stockholders for monetary damages for
     breaches of fiduciary duty, except for liability (a) for any breach of the
     director's duty of loyalty to the corporation or its stockholders, (b) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, (c) under Section 174 of the DGCL, or (d)
     for any transaction from which the director derived an improper personal
     benefit. Article 10 of the registrant's Certificate of Incorporation
     provides that the personal liability of directors of the registrant is
     eliminated to the fullest extent permitted by Section 102(b)(7) of the
     DGCL.
     
          Under Section 145 of the DGCL, a corporation has the power to
     indemnify directors and officers under certain prescribed circumstances and
     subject to certain limitations against certain costs and expenses,
     including attorneys' fees actually and reasonably incurred in connection
     with any action, suit or proceeding, whether civil, criminal,
     administrative or investigative, to which any of them is a party by reason
     of being a director or officer of the corporation if it is determined that
     the director or officer acted in accordance with the applicable standard of
     conduct set forth in such statutory provision. Article 7 of the
     registrant's Bylaws provides that the registrant will indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding by reason of
     the fact that he is or was a director, officer, employee or agent of the
     registrant, or is or was serving at the request of the registrant as a
     director, officer, employee or agent of another entity, against certain
     liabilities, costs and expenses. Article 7 further permits the registrant
     to maintain insurance on behalf of any person who is or was a director,
     officer, employee or agent of the registrant, or is or was serving at the
     request of the registrant as a director, officer, employee or agent of
     another entity, against any liability asserted against such person and
     incurred by such person in any such capacity or arising out of his status
     as such, whether or not the registrant would have the power to indemnify
     such person against such liability under the DGCL. The registrant maintains
     directors' and officers' liability insurance.
 
          Under Section 7 of the Underwriting Agreement, the Underwriters are
     obligated, under certain circumstances, to indemnify directors and officers
     of the registrant against certain liabilities, including liabilities under
     the Securities Act of 1933, as amended (the "Securities Act"). Reference is
     made to the form of Underwriting Agreement filed as Exhibit 1.01 hereto.

 

                                       2
Item 7.  Exemption from Registration Claimed.
              ----------------------------------- 

          Not applicable.

     Item 8.  Exhibits.
              -------- 

          The exhibits filed as part of this Registration Statement are as
     follows:

     Exhibit
     Number              Exhibit
     ------              -------

       5.01  Opinion of Morgan, Lewis & Bockius LLP

      23.01  Consent of Price Waterhouse LLP

      23.02  Consent of Madsen, Sapp, Mena, Rodriguez & Co.

      23.03  Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)

     Item 9.  Undertakings.
              ------------ 

          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 the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement.

          Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this
     section do not apply if the information required to be included in a post-
     effective amendment by those subparagraphs is contained in periodic reports
     filed by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     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 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 that remain unsold at the
     termination of the offering.

          The undersigned Registrant hereby undertakes that, for the purpose 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 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 herein and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

                                       3
Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that, in the opinion of the
     Securities and Exchange Commission, such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                           [signatures on next page]

                                       4
SIGNATURES

          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 Washington, District of Columbia,
     on the 7th day of November, 1997.

                           U.S.A. FLORAL PRODUCTS, INC.

                           By:   /s/ ROBERT J. POIRIER
                                 -------------------------------------
                                 Robert J. Poirier
                                 Chairman of the Board, President and Chief
                                 Executive Officer (Principal Executive Officer)

          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
     directors and officers of the Registrant hereby constitutes and appoints
     Robert J. Poirier, his true and lawful attorney-in-fact and agent, for him
     and in his name, place and stead, in any and all capacities, to sign one or
     more amendments to this Registration Statement on Form S-8 under the
     Securities Act of 1933, including post-effective amendments and other
     related documents, and to file the same with the Securities and Exchange
     Commission under said Act, hereby granting power and authority to do and
     perform any and all acts and things requisite and necessary to be done in
     and about the premises, as fully as to all intents and purposes as he might
     or could do in person, hereby ratifying and confirming all that said
     attorneys-in-fact and agents may lawfully do or cause to be done by virtue
     hereof.

               Pursuant to the requirements of the Securities Act 1933, this
     Registration Statement has been signed below by the following persons in
     the capacities and on the date indicated.
Signature                         Capacity                       Date
        ---------                         --------                       ----
/s/ Robert J. Poirier      Chairman of the Board, President        November 7, 1997
-------------------------  and Chief Executive Officer
 Robert J. Poirier         (Principal Executive Officer)

/s/ Raymond C. Anderson    Vice President and                      November 7, 1997
-------------------------  Chief Financial Officer (Principal
Raymond C. Anderson        Financial and Accounting Officer)

/s/ Jonathan J. Ledecky    Director                                November 7, 1997
-------------------------
Jonathan J. Ledecky

/s/ Vincent W. Eades       Director                                November 7, 1997
-------------------------
Vincent W. Eades

/s/ Edward J. Mathias      Director                                November 7, 1997
-------------------------
Edward J. Mathias
 
/s/ John A. Quelch         Director                                November 7, 1997
-------------------------
John A. Quelch
5
INDEX TO EXHIBITS

 
     Exhibit
     Number                     Exhibit
     ------                     -------

      5.01        Opinion of Morgan, Lewis & Bockius LLP

     23.01        Consent of Price Waterhouse LLP

     23.02        Consent of Madsen, Sapp, Mena, Rodriguez & Co.

     23.03        Consent of Morgan, Lewis & Bockius LLP (included in
                 Exhibit 5.1)

                                       6