As filed with the Securities and Exchange Commission on August 27, 1998

                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          THE LESLIE FAY COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                    13-3197085
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification No.)

 1412 Broadway, New York, New York                                     10018
(Address of Principal Executive Offices)                            (Zip Code)

                   1997 Non-Employee Director Stock Option and
                              Stock Incentive Plan
                                       of
                          The Leslie Fay Company, Inc.
                            (Full title of the plan)

                                John J. Pomerantz
                          The Leslie Fay Company, Inc.
                                  1412 Broadway
                            New York, New York 10018
                                 (212) 221-4000
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                              Michael J. Shef, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

          Approximate date of commencement of proposed sale to public:
 As soon as practicable after the effective date of this Registration Statement.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                      <C>                          <C>

Title of                                     Proposed maximum           Proposed
securities                Amount to be       offering price per         maximum aggregate         Amount of
to be registered          registered(1)      share                      offering price            registration fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share      140,000            $4.0910       (2)         $572,750     (2)               $168.96   (2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share       60,000            $6.1875       (3)         $371,250     (3)               $109.52   (3)
-----------------------------------------------------------------------------------------------------------------------
Total                     200,000            $4.72                     $944,000                       $278.48
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)       Pursuant to Rule 416(b), there shall also be deemed covered hereby all
          additional  securities resulting from anti-dilution  adjustments under
          the Plans.

(2)       Estimated  pursuant  to  Rule 457 (h),  solely  for  the   purpose  of
          calculating the registration fee on the basis of the exercise price of
          presently outstanding options.

(3)       Estimated  pursuant  to  Rule  457(c),   solely  for  the  purpose  of
          calculating  the  registration  fee on the basis of the average of the
          high and low ask and bid prices per share of the  Registrant's  Common
          Stock on the  over-the-counter  market  bulletin  board on August  27,
          1998.

<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference.

                  The following  documents  heretofore  filed by the  registrant
with the  Securities  and  Exchange  Commission  (Commission  File  No.  1-9196)
pursuant  to Section  13(a) of the  Securities  Exchange  Act of 1934 (the "1934
Act") are incorporated herein by reference:

                  (a) The  registrant's  Annual Report on Form 10-K for the year
ended January 3, 1998;

                  (b) The  registrant's  Quarterly  Report  on Form 10-Q for the
quarter ended April 4, 1998; and

                  (c) The  registrant's  Quarterly  Report  on Form 10-Q for the
quarter ended July 4, 1998.

                  All   documents   filed   subsequent   to  the  date  of  this
Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a  post-effective  amendment which indicates that
all securities  offered 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 the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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.

Item 4.           Description of Securities.

                  The  following  is a  summary  description  of  the  Company's
Capital  Stock  and  certain   provisions  of  the  Company's   Certificate   of
Incorporation and By-Laws. The following discussion is qualified in its entirety
by reference to such exhibits.

Common Stock

                  The Company is authorized to issue up to 20,000,000  shares of
Common Stock,  par value $.01 per share.  As of August 4, 1998 there were issued
and outstanding 6,812,000 shares of Common Stock.

                                      II-1

<PAGE>



Preferred Stock

         The Company is  authorized  to issue up to 500,000  shares of preferred
stock,  par value $.01 per share.  No shares of preferred  stock are outstanding
and the Company has no present plans for the issuance thereof.

Voting Rights

                  Holders  of Common  Stock have one vote for each share held on
all matters  submitted  to a vote of  stockholders.  The quorum  required for an
ordinary  meeting of stockholders  consists of at least a majority of the voting
power of the outstanding shares of the Company entitled to vote generally in the
election of directors,  represented in person or by proxy.  The shares of common
stock do not have cumulative  voting rights in the election of directors.  Thus,
the holders of more than 50% of the Common  Stock have the power to elect all of
the directors, to the exclusion of the remaining stockholders.

                  The  Certificate  of  Incorporation  provides  that a Business
Combination  with an Interested  Stockholder (as said terms are defined therein)
must be approved by the  affirmative  vote of the holders of at least 80% of the
outstanding  voting stock,  including the affirmative  vote of the holders of at
least 80% of the voting  stock not owned by the  interested  stockholder  or any
affiliate  thereof.  Such  provisions  do not apply in the  event  the  Business
Combination  has been  approved by a majority of the  Continuing  Directors  (as
defined in the Certificate of Incorporation) or if the consideration paid in the
combination  meets certain  provisions  which are  particularly set forth in the
Certificate of Incorporation.

Dividend and Other Rights

                  Subject to the prior rights of any series of  preferred  stock
which may from time to time be outstanding, holders of Common Stock are entitled
to receive dividends,  when, as and if declared by the Board of Directors out of
the funds legally available  therefor and, upon the liquidation,  dissolution or
winding up of the Company, are entitled to share ratably in all assets remaining
after payment of liabilities and payment of accrued dividends and at liquidation
preferences  on the preferred  stock,  if any. The financing  agreement with CIT
dated June 2, 1997, however, permits the Company to pay dividends and repurchase
stock in the aggregate amount of $5,000,000 in each of fiscal 1998 and 1999 only
if, after  giving  effect to such  payment,  there are no  continuing  events of
default  under  said  financing  agreement  and if  the  Company  has  at  least
$5,000,000 in undrawn  availability.  Holders of Common Stock have no preemptive
rights  and have no  rights  to  convert  their  Common  Stock  into  any  other
securities.

Item 5.           Interests of Named Experts and Counsel.

                  Not Applicable.

                                      II-2

<PAGE>



Item 6.           Indemnification of Directors and Officers.

                  (a) Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL")  provides,  in general,  that a  corporation  incorporated
under the laws of the State of Delaware,  such as the registrant,  may 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  (other than an
action  by or in the right of the  corporation)  by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with such action,  suit or proceeding if such person acted in good
faith and in a manner such person 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 such  person's  conduct was
unlawful.

                  In the case of a derivative action, a Delaware corporation may
indemnify any such person against expenses (including  attorneys' fees) actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of such action or suit if such  person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

                  (b)  Article  IX of  the  registrant's  Amended  and  Restated
Certificate of Incorporation  provides: "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
breach  of  such   director's   duty  of  loyalty  to  the  Corporation  or  its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the  General  Corporation  Law of  the  State  of  Delaware,  or  (iv)  for  any
transaction from which the director derived an improper  personal  benefit.  Any
repeal or modification of this Article IX, shall not adversely  affect any right
or protection of a director of the Corporation  existing hereunder in respect of
any act or omission occurring prior to such repeal or modification."

                  Article X of the registrant's Amended and Restated Certificate
of Incorporation provides:  "Each person who is or was or had agreed to become a
director  or  officer  of the  Corporation,  or each such  person  who is or was
serving or who had agreed to serve at the request of the Board of  Directors  or
an officer of the Corporation as an employee or agent of the Corporation or as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,   trust  or  other   enterprise   (including   the   heirs,   executor,
administrators  or  estate  of  such  person),   shall  be  indemnified  by  the
Corporation, in accordance with the By-laws of the Corporation, to the fullest

                                      II-3

<PAGE>



extent  permitted from time to time by the General  Corporation Law of the State
of Delaware 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 than said law permitted
the Corporation to provide prior to such amendment) or any other applicable laws
as presently or hereafter in effect. The Corporation may, by action of the Board
of  Directors,   provide   indemnification   to  employees  and  agents  of  the
Corporation,   and  to  persons  serving  as  employees  or  agents  of  another
corporation,  partnership,  joint  venture,  trust or other  enterprise,  at the
request of the  Corporation,  with the same  scope and  effect as the  foregoing
indemnification of directors and officers.  The Corporation shall be required to
indemnify any person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part thereof)
was  authorized  by the Board of Directors  or is a  proceeding  to enforce such
person's  claim  to  indemnification  pursuant  to the  rights  granted  by this
Certificate of Incorporation  or otherwise by the Corporation.  Without limiting
the generality or the effect of the foregoing,  the  Corporation  may enter into
one or more agreements with any person which provide for indemnification greater
or different  than that  provided in this Article X. Any  amendment or repeal of
this  Article X shall not  adversely  affect  any right or  protection  existing
hereunder in respect of any act or omission occurring prior to such amendment or
repeal."

                  (c) Article VI of the registrant's By-Laws provides: "(A) Each
person who was or is made a party or is  threatened  to be made a party to or is
involved  in  any  action,  suit,  or  proceeding,   whether  civil,   criminal,
administrative or investigative  (hereinafter a "proceeding"),  by reason of the
fact that he or she or a person of whom he or she is the legal representative is
or was a  director  or officer of the  Corporation  or is or was  serving at the
request of the Corporation as a director or officer of another corporation or of
a partnership, joint venture, trust or other enterprise,  including service with
respect to employee  benefit plans  maintained or sponsored by the  Corporation,
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,  shall be  indemnified  and held  harmless  by the  Corporation  to the
fullest  extent  authorized  by the  General  Corporation  Law of the  State  of
Delaware as the same exists or may  hereafter be amended  (but,  if permitted by
applicable law, in the case of any such amendment,  only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment),  against
all expense,  liability and loss (including attorneys' fees,  judgments,  fines,
ERISA excise taxes or  penalties  and amounts paid or to be paid in  settlement)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification shall continue as to a person who has ceased to be a director or
officer  and shall  inure to the  benefit  of his or her  heirs,  executors  and
administrators;  provided,  however, that except as provided in paragraph (C) of
this  Bylaw,   the   Corporation   shall   indemnify  any  such  person  seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding (or part thereof)  initiated by such person
was authorized by the Board of Directors. The right to indemnification conferred
in this By-law shall be a contract  right and shall include the right to be paid
by the  Corporation  the expenses  incurred in defending any such  proceeding in
advance of its final  disposition,  such advances to be paid by the  Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the  claimant  requesting  such  advance  or  advances  from  time to time;
provided,

                                      II-4

<PAGE>



however,  that if the General Corporation Law of the State of Delaware requires,
the  payment of such  expenses  incurred  by a director or officer in his or her
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a proceeding,  shall be made only upon delivery to
the  Corporation  of an undertaking by or on behalf of such director or officer,
to repay all amounts so advanced if it shall  ultimately be determined that such
director  or officer is not  entitled  to be  indemnified  under this  By-law or
otherwise.

                  "(F) The right to Indemnification  and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this By-law  shall not be  exclusive  of any other right which any person may
have or hereafter  acquire under any statute,  provision of the  Certificate  of
Incorporation,   By-laws,  agreement,  vote  of  stockholders  or  Disinterested
Directors or otherwise.  No repeal or  modification  of this By-law shall in any
way diminish or adversely affect the rights of any director,  officer,  employee
or agent of the  Corporation  hereunder in respect of any  occurrence  or matter
arising prior to any such repeal or modification.

                  "(G) The Corporation may maintain  insurance,  at its expense,
to  protect  itself  and  any  director,  officer,  employee  or  agent  of  the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware. To
the extent that the Corporation  maintains any policy or policies providing such
insurance,  each such  director or  officer,  and each such agent or employee to
which rights to  Indemnification  have been granted as provided in paragraph (H)
of this By-law,  shall be covered by such policy or policies in accordance  with
its or their terms to the maximum extent of the coverage thereunder for any such
director, officer, employee or agent.

                  "(H) The Corporation  may, to the extent  authorized from time
to time by the Board of Directors,  grant rights to Indemnification,  and rights
to be paid by the Corporation the expenses  incurred in defending any proceeding
in  advance  of  its  final  disposition,  to  any  employee  or  agent  of  the
Corporation,   and  to  persons  serving  as  employees  or  agents  of  another
corporation,  partnership,  joint  venture,  trust or other  enterprise,  at the
request of the  Corporation,  to the fullest  extent of the  provisions  of this
By-law  with  respect to the  Indemnification  and  advancement  of  expenses of
directors and officers of the Corporation."

                  Sections (B) - (E) and Sections (I) - (K) of Article VI of the
registrant's By-laws set forth the procedures for obtaining indemnification.

Item 7.           Exemption from Registration Claimed.

                  Not Applicable.

                                      II-5

<PAGE>

Item 8.           Exhibits.

Exhibit
Number            Description
------            -----------

4.01              Amended  and  Restated  Certificate  of  Incorporation  of the
                  registrant.  Incorporated  by  reference  to  Exhibit 1 to the
                  registrant's  Current  Report  on Form 8-K for an event  dated
                  June 4, 1997.

4.02              Amendment  to  the   Certificate  of   Incorporation   of  the
                  registrant.  Incorporated  by reference to Exhibit 4.02 to the
                  registrant's  Registration  Statement  on Form  S-8  filed  on
                  August 27, 1998.

4.03              Amended and Restated  By-Laws of the registrant.  Incorporated
                  by reference to Exhibit 2 to the  registrant's  Current Report
                  on Form 8-K for an event dated June 4, 1997.

*4.04             Form of Stock Option Contract.

*4.05             1997  Non-Employee  Director Stock Option and Stock  Incentive
                  Plan.

*5.01             Opinion  of Parker  Chapin  Flattau  &  Klimpl,  LLP as to the
                  legality of the Common Stock being offered.

*23.01            Consent of Arthur Andersen LLP.

*23.02            Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.01).

*24.01            Power of attorney of certain  officers  and  directors  of the
                  registrant (contained in the signature page).

--------------
*  Filed herewith.

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)

                                      II-6

<PAGE>

which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in the registration statement;

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 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  which remain
unsold at the termination of the offering.

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

                  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 described in Item
6 above,  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.

                                      II-7

<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 New York, State of New York, on the 26th day of
August, 1998.


                                     THE LESLIE FAY COMPANY, INC.


                                     By: /s/ John J. Pomerantz
                                         ------------------------------------
                                             John J. Pomerantz
                                             Chief Executive Officer and
                                             Chairman of the Board of Directors

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature is below  constitutes and appoints each of John J. Pomerantz,  John A.
Ward and Warren T. Wishart his true and lawful  attorney-in-fact and agent, each
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent or either of
them or their or his substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on the 26th day of August, 1998.

<TABLE>
<CAPTION>

   Signature                                                    Title
   ---------                                                    -----
<S>                                        <C>   

  /s/ John J. Pomerantz                           Chairman, Chief Executive Officer and Director
--------------------------
      John J. Pomerantz

  /s/ John A. Ward                                President and Director
--------------------------
      John A. Ward

  /s/ Warren T. Wishart                           Chief Financial Officer, Senior Vice President -
--------------------------                        Administration and Finance, Secretary and Treasurer
      Warren T. Wishart
                           
                                      II-8

<PAGE>



  /s/ Clifford B. Cohn                            Director
--------------------------
      Clifford B. Cohn

  /s/ Mark B. Dickstein                           Director
--------------------------
      Mark B. Dickstein

  /s/ Chaim Y. Edelstein                          Director
--------------------------
      Chaim Y. Edelstein

  /s/ Mark Kaufman                                Director
-------------------------- 
      Mark Kaufman

  /s/ Bernard Olsoff                              Director
--------------------------
      Bernard Olsoff

  /s/ Robert L. Sind                              Director
--------------------------
      Robert L. Sind
</TABLE>
                                      II-9

<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number            Description
------            -----------

4.01              Amended  and  Restated  Certificate  of  Incorporation  of the
                  registrant.  Incorporated  by reference  to  Exhibit  1 to the
                  registrant's  Current  Report  on Form 8-K for an event  dated
                  June 4, 1997.

4.02              Amendment  to  the   Certificate  of   Incorporation   of  the
                  registrant.  Incorporated  by reference to Exhibit 4.02 to the
                  registrant's  Registration  Statement  on Form  S-8  filed  on
                  August 27, 1998.

4.03              Amended and Restated  By-Laws of the registrant.  Incorporated
                  by reference to Exhibit 2 to the  registrant's  Report on Form
                  8-K for an event dated June 4, 1997.

*4.04             Form of Stock Option Contract.

*4.05             1997  Non-Employee  Director Stock Option and Stock  Incentive
                  Plan.

*5.01             Opinion  of Parker  Chapin  Flattau & Klimpl,  LLP,  as to the
                  legality of the Common Stock being offered.

*23.01            Consent of Arthur Andersen LLP.

*23.02            Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.01).

*24.01            Power of attorney of certain  officers  and  directors  of the
                  registrant (contained in the signature page).

--------------
*  Filed herewith
                                       E-1
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{"company-data": {"conformed-name": "FAY LESLIE CO INC", "cik": "0000796226", "assigned-sic": "2330", "irs-number": "133197085", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62379", "film-number": "98699462"}, "business-address": {"street1": "1412 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2122214000"}, "mail-address": {"street1": "1412 BROADWAY", "street2": "1 PASSAN DRIVE", "city": "NEW YORK", "state": "NY", "zip": "10018"}, "former-company": {"former-conformed-name": "FAY LESLIE COMPANIES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 27, 1998

                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          THE LESLIE FAY COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                    13-3197085
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification No.)

 1412 Broadway, New York, New York                                     10018
(Address of Principal Executive Offices)                            (Zip Code)

                   1997 Non-Employee Director Stock Option and
                              Stock Incentive Plan
                                       of
                          The Leslie Fay Company, Inc.
                            (Full title of the plan)

                                John J. Pomerantz
                          The Leslie Fay Company, Inc.
                                  1412 Broadway
                            New York, New York 10018
                                 (212) 221-4000
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                              Michael J. Shef, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

          Approximate date of commencement of proposed sale to public:
 As soon as practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Title of                                     Proposed maximum           Proposed
securities                Amount to be       offering price per         maximum aggregate         Amount of
to be registered          registered(1)      share                      offering price            registration fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share      140,000            $4.0910       (2)         $572,750     (2)               $168.96   (2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share       60,000            $6.1875       (3)         $371,250     (3)               $109.52   (3)
-----------------------------------------------------------------------------------------------------------------------
Total                     200,000            $4.72                     $944,000                       $278.48
-----------------------------------------------------------------------------------------------------------------------
(1)       Pursuant to Rule 416(b), there shall also be deemed covered hereby all
          additional  securities resulting from anti-dilution  adjustments under
          the Plans.

(2)       Estimated  pursuant  to  Rule 457 (h),  solely  for  the   purpose  of
          calculating the registration fee on the basis of the exercise price of
          presently outstanding options.

(3)       Estimated  pursuant  to  Rule  457(c),   solely  for  the  purpose  of
          calculating  the  registration  fee on the basis of the average of the
          high and low ask and bid prices per share of the  Registrant's  Common
          Stock on the  over-the-counter  market  bulletin  board on August  27,
          1998.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following  documents  heretofore  filed by the  registrant
with the  Securities  and  Exchange  Commission  (Commission  File  No.  1-9196)
pursuant  to Section  13(a) of the  Securities  Exchange  Act of 1934 (the "1934
Act") are incorporated herein by reference:

                  (a) The  registrant's  Annual Report on Form 10-K for the year
ended January 3, 1998;

                  (b) The  registrant's  Quarterly  Report  on Form 10-Q for the
quarter ended April 4, 1998; and

                  (c) The  registrant's  Quarterly  Report  on Form 10-Q for the
quarter ended July 4, 1998.

                  All   documents   filed   subsequent   to  the  date  of  this
Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a  post-effective  amendment which indicates that
all securities  offered 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 the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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.

Item 4.           Description of Securities.

                  The  following  is a  summary  description  of  the  Company's
Capital  Stock  and  certain   provisions  of  the  Company's   Certificate   of
Incorporation and By-Laws. The following discussion is qualified in its entirety
by reference to such exhibits.

Common Stock

                  The Company is authorized to issue up to 20,000,000  shares of
Common Stock,  par value $.01 per share.  As of August 4, 1998 there were issued
and outstanding 6,812,000 shares of Common Stock.

                                      II-1
Preferred Stock

         The Company is  authorized  to issue up to 500,000  shares of preferred
stock,  par value $.01 per share.  No shares of preferred  stock are outstanding
and the Company has no present plans for the issuance thereof.

Voting Rights

                  Holders  of Common  Stock have one vote for each share held on
all matters  submitted  to a vote of  stockholders.  The quorum  required for an
ordinary  meeting of stockholders  consists of at least a majority of the voting
power of the outstanding shares of the Company entitled to vote generally in the
election of directors,  represented in person or by proxy.  The shares of common
stock do not have cumulative  voting rights in the election of directors.  Thus,
the holders of more than 50% of the Common  Stock have the power to elect all of
the directors, to the exclusion of the remaining stockholders.

                  The  Certificate  of  Incorporation  provides  that a Business
Combination  with an Interested  Stockholder (as said terms are defined therein)
must be approved by the  affirmative  vote of the holders of at least 80% of the
outstanding  voting stock,  including the affirmative  vote of the holders of at
least 80% of the voting  stock not owned by the  interested  stockholder  or any
affiliate  thereof.  Such  provisions  do not apply in the  event  the  Business
Combination  has been  approved by a majority of the  Continuing  Directors  (as
defined in the Certificate of Incorporation) or if the consideration paid in the
combination  meets certain  provisions  which are  particularly set forth in the
Certificate of Incorporation.

Dividend and Other Rights

                  Subject to the prior rights of any series of  preferred  stock
which may from time to time be outstanding, holders of Common Stock are entitled
to receive dividends,  when, as and if declared by the Board of Directors out of
the funds legally available  therefor and, upon the liquidation,  dissolution or
winding up of the Company, are entitled to share ratably in all assets remaining
after payment of liabilities and payment of accrued dividends and at liquidation
preferences  on the preferred  stock,  if any. The financing  agreement with CIT
dated June 2, 1997, however, permits the Company to pay dividends and repurchase
stock in the aggregate amount of $5,000,000 in each of fiscal 1998 and 1999 only
if, after  giving  effect to such  payment,  there are no  continuing  events of
default  under  said  financing  agreement  and if  the  Company  has  at  least
$5,000,000 in undrawn  availability.  Holders of Common Stock have no preemptive
rights  and have no  rights  to  convert  their  Common  Stock  into  any  other
securities.

Item 5.           Interests of Named Experts and Counsel.

                  Not Applicable.

                                      II-2
Item 6.           Indemnification of Directors and Officers.

                  (a) Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL")  provides,  in general,  that a  corporation  incorporated
under the laws of the State of Delaware,  such as the registrant,  may 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  (other than an
action  by or in the right of the  corporation)  by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with such action,  suit or proceeding if such person acted in good
faith and in a manner such person 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 such  person's  conduct was
unlawful.

                  In the case of a derivative action, a Delaware corporation may
indemnify any such person against expenses (including  attorneys' fees) actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of such action or suit if such  person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

                  (b)  Article  IX of  the  registrant's  Amended  and  Restated
Certificate of Incorporation  provides: "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
breach  of  such   director's   duty  of  loyalty  to  the  Corporation  or  its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the  General  Corporation  Law of  the  State  of  Delaware,  or  (iv)  for  any
transaction from which the director derived an improper  personal  benefit.  Any
repeal or modification of this Article IX, shall not adversely  affect any right
or protection of a director of the Corporation  existing hereunder in respect of
any act or omission occurring prior to such repeal or modification."

                  Article X of the registrant's Amended and Restated Certificate
of Incorporation provides:  "Each person who is or was or had agreed to become a
director  or  officer  of the  Corporation,  or each such  person  who is or was
serving or who had agreed to serve at the request of the Board of  Directors  or
an officer of the Corporation as an employee or agent of the Corporation or as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,   trust  or  other   enterprise   (including   the   heirs,   executor,
administrators  or  estate  of  such  person),   shall  be  indemnified  by  the
Corporation, in accordance with the By-laws of the Corporation, to the fullest

                                      II-3
extent  permitted from time to time by the General  Corporation Law of the State
of Delaware 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 than said law permitted
the Corporation to provide prior to such amendment) or any other applicable laws
as presently or hereafter in effect. The Corporation may, by action of the Board
of  Directors,   provide   indemnification   to  employees  and  agents  of  the
Corporation,   and  to  persons  serving  as  employees  or  agents  of  another
corporation,  partnership,  joint  venture,  trust or other  enterprise,  at the
request of the  Corporation,  with the same  scope and  effect as the  foregoing
indemnification of directors and officers.  The Corporation shall be required to
indemnify any person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part thereof)
was  authorized  by the Board of Directors  or is a  proceeding  to enforce such
person's  claim  to  indemnification  pursuant  to the  rights  granted  by this
Certificate of Incorporation  or otherwise by the Corporation.  Without limiting
the generality or the effect of the foregoing,  the  Corporation  may enter into
one or more agreements with any person which provide for indemnification greater
or different  than that  provided in this Article X. Any  amendment or repeal of
this  Article X shall not  adversely  affect  any right or  protection  existing
hereunder in respect of any act or omission occurring prior to such amendment or
repeal."

                  (c) Article VI of the registrant's By-Laws provides: "(A) Each
person who was or is made a party or is  threatened  to be made a party to or is
involved  in  any  action,  suit,  or  proceeding,   whether  civil,   criminal,
administrative or investigative  (hereinafter a "proceeding"),  by reason of the
fact that he or she or a person of whom he or she is the legal representative is
or was a  director  or officer of the  Corporation  or is or was  serving at the
request of the Corporation as a director or officer of another corporation or of
a partnership, joint venture, trust or other enterprise,  including service with
respect to employee  benefit plans  maintained or sponsored by the  Corporation,
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,  shall be  indemnified  and held  harmless  by the  Corporation  to the
fullest  extent  authorized  by the  General  Corporation  Law of the  State  of
Delaware as the same exists or may  hereafter be amended  (but,  if permitted by
applicable law, in the case of any such amendment,  only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment),  against
all expense,  liability and loss (including attorneys' fees,  judgments,  fines,
ERISA excise taxes or  penalties  and amounts paid or to be paid in  settlement)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification shall continue as to a person who has ceased to be a director or
officer  and shall  inure to the  benefit  of his or her  heirs,  executors  and
administrators;  provided,  however, that except as provided in paragraph (C) of
this  Bylaw,   the   Corporation   shall   indemnify  any  such  person  seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding (or part thereof)  initiated by such person
was authorized by the Board of Directors. The right to indemnification conferred
in this By-law shall be a contract  right and shall include the right to be paid
by the  Corporation  the expenses  incurred in defending any such  proceeding in
advance of its final  disposition,  such advances to be paid by the  Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the  claimant  requesting  such  advance  or  advances  from  time to time;
provided,

                                      II-4
however,  that if the General Corporation Law of the State of Delaware requires,
the  payment of such  expenses  incurred  by a director or officer in his or her
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a proceeding,  shall be made only upon delivery to
the  Corporation  of an undertaking by or on behalf of such director or officer,
to repay all amounts so advanced if it shall  ultimately be determined that such
director  or officer is not  entitled  to be  indemnified  under this  By-law or
otherwise.

                  "(F) The right to Indemnification  and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this By-law  shall not be  exclusive  of any other right which any person may
have or hereafter  acquire under any statute,  provision of the  Certificate  of
Incorporation,   By-laws,  agreement,  vote  of  stockholders  or  Disinterested
Directors or otherwise.  No repeal or  modification  of this By-law shall in any
way diminish or adversely affect the rights of any director,  officer,  employee
or agent of the  Corporation  hereunder in respect of any  occurrence  or matter
arising prior to any such repeal or modification.

                  "(G) The Corporation may maintain  insurance,  at its expense,
to  protect  itself  and  any  director,  officer,  employee  or  agent  of  the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware. To
the extent that the Corporation  maintains any policy or policies providing such
insurance,  each such  director or  officer,  and each such agent or employee to
which rights to  Indemnification  have been granted as provided in paragraph (H)
of this By-law,  shall be covered by such policy or policies in accordance  with
its or their terms to the maximum extent of the coverage thereunder for any such
director, officer, employee or agent.

                  "(H) The Corporation  may, to the extent  authorized from time
to time by the Board of Directors,  grant rights to Indemnification,  and rights
to be paid by the Corporation the expenses  incurred in defending any proceeding
in  advance  of  its  final  disposition,  to  any  employee  or  agent  of  the
Corporation,   and  to  persons  serving  as  employees  or  agents  of  another
corporation,  partnership,  joint  venture,  trust or other  enterprise,  at the
request of the  Corporation,  to the fullest  extent of the  provisions  of this
By-law  with  respect to the  Indemnification  and  advancement  of  expenses of
directors and officers of the Corporation."

                  Sections (B) - (E) and Sections (I) - (K) of Article VI of the
registrant's By-laws set forth the procedures for obtaining indemnification.

Item 7.           Exemption from Registration Claimed.

                  Not Applicable.

                                      II-5
Item 8.           Exhibits.

Exhibit
Number            Description
------            -----------

4.01              Amended  and  Restated  Certificate  of  Incorporation  of the
                  registrant.  Incorporated  by  reference  to  Exhibit 1 to the
                  registrant's  Current  Report  on Form 8-K for an event  dated
                  June 4, 1997.

4.02              Amendment  to  the   Certificate  of   Incorporation   of  the
                  registrant.  Incorporated  by reference to Exhibit 4.02 to the
                  registrant's  Registration  Statement  on Form  S-8  filed  on
                  August 27, 1998.

4.03              Amended and Restated  By-Laws of the registrant.  Incorporated
                  by reference to Exhibit 2 to the  registrant's  Current Report
                  on Form 8-K for an event dated June 4, 1997.

*4.04             Form of Stock Option Contract.

*4.05             1997  Non-Employee  Director Stock Option and Stock  Incentive
                  Plan.

*5.01             Opinion  of Parker  Chapin  Flattau  &  Klimpl,  LLP as to the
                  legality of the Common Stock being offered.

*23.01            Consent of Arthur Andersen LLP.

*23.02            Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.01).

*24.01            Power of attorney of certain  officers  and  directors  of the
                  registrant (contained in the signature page).

--------------
*  Filed herewith.

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)

                                      II-6
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in the registration statement;

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 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  which remain
unsold at the termination of the offering.

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

                  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 described in Item
6 above,  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.

                                      II-7
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 New York, State of New York, on the 26th day of
August, 1998.

                                     THE LESLIE FAY COMPANY, INC.

                                     By: /s/ John J. Pomerantz
                                         ------------------------------------
                                             John J. Pomerantz
                                             Chief Executive Officer and
                                             Chairman of the Board of Directors

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature is below  constitutes and appoints each of John J. Pomerantz,  John A.
Ward and Warren T. Wishart his true and lawful  attorney-in-fact and agent, each
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent or either of
them or their or his substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on the 26th day of August, 1998.
Signature                                                    Title
   ---------                                                    -----
/s/ John J. Pomerantz                           Chairman, Chief Executive Officer and Director
--------------------------
      John J. Pomerantz

  /s/ John A. Ward                                President and Director
--------------------------
      John A. Ward

  /s/ Warren T. Wishart                           Chief Financial Officer, Senior Vice President -
--------------------------                        Administration and Finance, Secretary and Treasurer
      Warren T. Wishart
                           
                                      II-8
/s/ Clifford B. Cohn                            Director
--------------------------
      Clifford B. Cohn

  /s/ Mark B. Dickstein                           Director
--------------------------
      Mark B. Dickstein

  /s/ Chaim Y. Edelstein                          Director
--------------------------
      Chaim Y. Edelstein

  /s/ Mark Kaufman                                Director
-------------------------- 
      Mark Kaufman

  /s/ Bernard Olsoff                              Director
--------------------------
      Bernard Olsoff

  /s/ Robert L. Sind                              Director
--------------------------
      Robert L. Sind
II-9
EXHIBIT INDEX

Exhibit
Number            Description
------            -----------

4.01              Amended  and  Restated  Certificate  of  Incorporation  of the
                  registrant.  Incorporated  by reference  to  Exhibit  1 to the
                  registrant's  Current  Report  on Form 8-K for an event  dated
                  June 4, 1997.

4.02              Amendment  to  the   Certificate  of   Incorporation   of  the
                  registrant.  Incorporated  by reference to Exhibit 4.02 to the
                  registrant's  Registration  Statement  on Form  S-8  filed  on
                  August 27, 1998.

4.03              Amended and Restated  By-Laws of the registrant.  Incorporated
                  by reference to Exhibit 2 to the  registrant's  Report on Form
                  8-K for an event dated June 4, 1997.

*4.04             Form of Stock Option Contract.

*4.05             1997  Non-Employee  Director Stock Option and Stock  Incentive
                  Plan.

*5.01             Opinion  of Parker  Chapin  Flattau & Klimpl,  LLP,  as to the
                  legality of the Common Stock being offered.

*23.01            Consent of Arthur Andersen LLP.

*23.02            Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.01).

*24.01            Power of attorney of certain  officers  and  directors  of the
                  registrant (contained in the signature page).

--------------
*  Filed herewith
                                       E-1