The  Registrant  requests  that this  registration  statement  become  effective
immediately upon filing pursuant to Securities Act Rule 462

                                                    Registration No. 333-
    As filed with the Securities and Exchange Commission on February 28, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                        ALLOU HEALTH & BEAUTY CARE, INC.
              (Exact name of registrant as specified in its charter
               and translation of Registrant's name into English)

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

               Delaware                                   19136059
    (State or other jurisdiction of 
     incorporation or organization)         (I.R.S. Employer Identification No.)

                                                        Victor Jacobs
                                                Allou Health & Beauty Care, Inc.
                                                     50 Emjay Boulevard
          50 Emjay Boulevard                      Brentwood, New York  11717
       Brentwood, New York 11717                       (516) 273-4000
(Address of Principal  Executive  Offices)     (Name,  address,  and telephone
                                                number, including area code, of 
                                                       agent of service)

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

                       1995 NONQUALIFIED STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                            (Full title of the plans)

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

                                   Copies to:

                             Henry I. Rothman, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6000

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================  ===================  =======================  ========================  =================
           Title of securities                Amount to be         Proposed maximum          Proposed maximum          Amount of
            to be registered                  registered(1)     offering price per unit  aggregate offering price  registration fee
-----------------------------------------  -------------------  -----------------------  ------------------------  -----------------
<S>                                              <C>                   <C>                     <C>                       <C> 
Class B Common Stock, $.001 par value (2)        300,000               $5.80(3)                $1,740,000                $527

                                                 200,000                6.53(4)                 1,306,000                 396
-----------------------------------------  -------------------  -----------------------  ------------------------  -----------------
Class A Common Stock, $.001 par value (5)        500,000                  0 (6)                     0                       0
-----------------------------------------  -------------------  -----------------------  ------------------------  -----------------
Class A Common Stock, $.001 par value (7)       1,000,000               6.53(8)                 6,530,000               1,979
=========================================  ===================  =======================  ========================  =================
               Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$2,902 . . . 
=========================================  ===================  =======================  ========================  =================
</TABLE>

(1)  In addition,  in accordance  with Rule 416(a) under the  Securities  Act of
     1933, this registration  statement also covers such indeterminate number of
     shares as may become subject to options under the 1995  Nonqualified  Stock
     Option  Plan (the "1995  Plan") and the 1996 Stock  Option  Plan (the "1996
     Plan") as a result of the adjustment provisions therein.
(2)  Shares issuable upon exercise of options granted or to be granted under the
     1995 Plan.
(3)  Based,  pursuant  to Rule  457(h),  on the  exercise  price of the  related
     option.
(4)  The registration fee for Class B Common Stock,  $.001 par value (the "Class
     B Common  Stock"),  that may be  purchased  upon  exercise  of  outstanding
     options  under the 1995 Plan was  calculated  pursuant to Rule 457(f) using
     the high and low prices of the Class A Common  Stock,  $.001 par value (the
     "Class A Common Stock") that may be purchased upon conversion of such Class
     B Common Stock into Class A Common Stock as reported on the American  Stock
     Exchange on February 26, 1997.
(5)  Shares  issuable upon  conversion of the Class B Common Stock issuable upon
     exercise of options granted or to be granted under the 1995 Plan.
(6)  No additional  consideration  is to be paid upon  conversion of the Class B
     Common Stock;  therefore,  pursuant to Rule 457(i),  no  additional  fee is
     required.
(7)  Shares issuable upon exercise of options to be granted under the 1996 Plan.
(8)  The  registration  fee for Class A Common Stock that may be purchased  upon
     exercise  of  options  to be  granted  under the 1996  Plan was  calculated
     pursuant to Rule 457(h) using the high and low prices of the Class A Common
     Stock as reported on the American Stock Exchange on February 26, 1997.

================================================================================



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS





Item 1.           Plan Information*

Item 2.           Registrant Information and Employee Plan Annual Information*





*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  registration  statement in  accordance
         with Rule 428 under the  Securities  Act of 1933,  as amended,  and the
         Note to Part I of Form S-8.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT




Item 3.           Incorporation of Documents by Reference

                                                                                
                  The following  documents  filed by Allou Health & Beauty Care,
Inc.  (the  "Registrant")  are  incorporated  by reference in this  registration
statement.

                  (1) Annual  Report on Form 10-K for the year  ended  March 31,
         1996, filed on June 28, 1996 (the "Annual Report").

                  (2)  Quarterly  Report on Form 10-Q for the quarter ended June
         30, 1996, filed on August 14, 1996.

                  (3)  Quarterly  Report  on Form  10-Q  for the  quarter  ended
         September 30, 1996, filed on November 14, 1996.

                  (4)  Quarterly  Report  on Form  10-Q  for the  quarter  ended
         December 31, 1996, filed on February 14, 1997.

                  (5) The portions of the  Registrant's  Proxy Statement for the
         Annual  Meeting of  Stockholders  held on September  11, 1996 that have
         been incorporated by reference in the Annual Report.

                  (6) The description of the Registrant's  Class A Common Stock,
         $.001 par value per share,  and Class B Common  Stock,  $.001 par value
         per share, contained in the Registrant's Registration Statement on Form
         8-A,  filed  pursuant to Section 12 of the  Securities  Exchange Act of
         1934,  including  any  amendment  or report  subsequently  filed by the
         Registrant  for the  purpose  of  updating  the  information  contained
         therein.

                  (7) All other  reports  filed by the  Registrant  pursuant  to
         Sections 13(a) or 15(d) of the Exchange Act since September 30, 1996.

                  In  addition,   all  documents   subsequently   filed  by  the
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934,  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 filing of such documents.

Item 4.           Description of Securities

                  Not applicable.



<PAGE>



Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

                                      II-2

<PAGE>



Item 6.           Indemnification of Directors and Officers

                  Section  145 of the  General  Corporation  Law of the State of
Delaware  permits  indemnification  of  directors,  officers  and  employees  of
corporations  under certain  conditions and subject to certain  limitations.  In
addition,  Section  102(b)(7)  of the  General  Corporation  Law of the State of
Delaware  permits a corporation  to provide,  in its articles of  incorporation,
that directors shall not have liability to the  corporation or its  stockholders
for monetary damages for breach of fiduciary duty, subject to certain prescribed
exceptions.  Article Ninth of the Certificate of Incorporation of the Registrant
contains provisions for the indemnification of directors, officers and employees
within the limitations permitted by Section 145. In addition,  Article Eighth of
the Certificate of Incorporation  of the Registrant  provides for the limitation
on the personal liability of directors  permitted by Section 102(b)(7),  subject
to the exceptions required thereby.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  5.1      Opinion of Parker Chapin Flattau & Klimpl, LLP.

                  23.1     Consent of Mayer Rispler & Company, P.C.

                  23.2     Consent  of  Parker  Chapin  Flattau  &  Klimpl,  LLP
                           (included  in  the  opinion   filed  as  Exhibit  5.1
                           hereto).

Item 9.           Undertakings

                  (A)      The undersigned registrant hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or 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;

                           (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;

                                      II-3

<PAGE>

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if 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  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 which remain unsold at
         the termination of the offering.

                  (B) The undersigned registrant hereby undertakes that, for the
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 1934 (and, where applicable, each filing of
an employee  benefit  plan's  annual  report  pursuant  to section  15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (C) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 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-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 Brentwood, State of New York, on the 27th day of
February, 1997.

                                                ALLOU HEALTH & BEAUTY CARE, INC.

                                                By:           /s/ VICTOR JACOBS
                                                -------------------------------
                                                    Victor Jacobs,
                                                    Chairman of the Board and
                                                    Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated:


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

     /s/ VICTOR JACOBS       Chairman of the Board and      February 27, 1997
     -----------------       Chief Executive Officer
        Victor Jacobs


     /s/ HERMAN JACOBS         President and Director       February 27, 1997
     -----------------
        Herman Jacobs


   /s/ DAVID SHAMILZADEH      Chief Financial Officer,      February 27, 1997
   ---------------------      Chief Accounting Officer
      David Shamilzadeh             and Director


      /s/ JACK JACOBS                 Director              February 27, 1997
      ---------------
        Jack Jacobs


     /s/ RAMON MONTES                 Director              February 27, 1997
     ----------------
       Ramon Montes


      /s/ SOL NAIMARK                 Director              February 27, 1997
      ---------------
        Sol Naimark


     /s/ JEFFREY BERG                 Director              February 27, 1997
     ----------------
       Jeffrey Berg
 

                                      II-5

<PAGE>



                                  EXHIBIT INDEX



       Exhibit                      Description                             Page
       Number                       -----------                             ----
       ------
         5.1            Opinion of Parker Chapin Flattau & Klimpl, LLP.

         23.1           Consent of Mayer Rispler & Company, P.C.

         23.2           Consent of Parker Chapin Flattau & Klimpl, LLP
                        (included in the opinion filed as Exhibit 5.1
                        hereto).


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17955}]
{"company-data": {"conformed-name": "ALLOU HEALTH & BEAUTY CARE INC", "cik": "0000846538", "assigned-sic": "5122", "irs-number": "112953972", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22545", "film-number": "97547832"}, "business-address": {"street1": "50 EMJAY BLVD", "city": "BRENTWOOD", "state": "NY", "zip": "11717", "phone": "5162734000"}, "mail-address": {"street1": "50 EMJAY BLVD", "city": "BRENTWOOD", "state": "NY", "zip": "11717"}}
The  Registrant  requests  that this  registration  statement  become  effective
immediately upon filing pursuant to Securities Act Rule 462

                                                    Registration No. 333-
    As filed with the Securities and Exchange Commission on February 28, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                        ALLOU HEALTH & BEAUTY CARE, INC.
              (Exact name of registrant as specified in its charter
               and translation of Registrant's name into English)

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

               Delaware                                   19136059
    (State or other jurisdiction of 
     incorporation or organization)         (I.R.S. Employer Identification No.)

                                                        Victor Jacobs
                                                Allou Health & Beauty Care, Inc.
                                                     50 Emjay Boulevard
          50 Emjay Boulevard                      Brentwood, New York  11717
       Brentwood, New York 11717                       (516) 273-4000
(Address of Principal  Executive  Offices)     (Name,  address,  and telephone
                                                number, including area code, of 
                                                       agent of service)

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

                       1995 NONQUALIFIED STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                            (Full title of the plans)

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

                                   Copies to:

                             Henry I. Rothman, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6000

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

                         CALCULATION OF REGISTRATION FEE
=========================================  ===================  =======================  ========================  =================
           Title of securities                Amount to be         Proposed maximum          Proposed maximum          Amount of
            to be registered                  registered(1)     offering price per unit  aggregate offering price  registration fee
-----------------------------------------  -------------------  -----------------------  ------------------------  -----------------
Class B Common Stock, $.001 par value (2)        300,000               $5.80(3)                $1,740,000                $527

                                                 200,000                6.53(4)                 1,306,000                 396
-----------------------------------------  -------------------  -----------------------  ------------------------  -----------------
Class A Common Stock, $.001 par value (5)        500,000                  0 (6)                     0                       0
-----------------------------------------  -------------------  -----------------------  ------------------------  -----------------
Class A Common Stock, $.001 par value (7)       1,000,000               6.53(8)                 6,530,000               1,979
=========================================  ===================  =======================  ========================  =================
               Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$2,902 . . . 
=========================================  ===================  =======================  ========================  =================
(1)  In addition,  in accordance  with Rule 416(a) under the  Securities  Act of
     1933, this registration  statement also covers such indeterminate number of
     shares as may become subject to options under the 1995  Nonqualified  Stock
     Option  Plan (the "1995  Plan") and the 1996 Stock  Option  Plan (the "1996
     Plan") as a result of the adjustment provisions therein.
(2)  Shares issuable upon exercise of options granted or to be granted under the
     1995 Plan.
(3)  Based,  pursuant  to Rule  457(h),  on the  exercise  price of the  related
     option.
(4)  The registration fee for Class B Common Stock,  $.001 par value (the "Class
     B Common  Stock"),  that may be  purchased  upon  exercise  of  outstanding
     options  under the 1995 Plan was  calculated  pursuant to Rule 457(f) using
     the high and low prices of the Class A Common  Stock,  $.001 par value (the
     "Class A Common Stock") that may be purchased upon conversion of such Class
     B Common Stock into Class A Common Stock as reported on the American  Stock
     Exchange on February 26, 1997.
(5)  Shares  issuable upon  conversion of the Class B Common Stock issuable upon
     exercise of options granted or to be granted under the 1995 Plan.
(6)  No additional  consideration  is to be paid upon  conversion of the Class B
     Common Stock;  therefore,  pursuant to Rule 457(i),  no  additional  fee is
     required.
(7)  Shares issuable upon exercise of options to be granted under the 1996 Plan.
(8)  The  registration  fee for Class A Common Stock that may be purchased  upon
     exercise  of  options  to be  granted  under the 1996  Plan was  calculated
     pursuant to Rule 457(h) using the high and low prices of the Class A Common
     Stock as reported on the American Stock Exchange on February 26, 1997.

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

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information*

Item 2.           Registrant Information and Employee Plan Annual Information*

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  registration  statement in  accordance
         with Rule 428 under the  Securities  Act of 1933,  as amended,  and the
         Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                                                                                
                  The following  documents  filed by Allou Health & Beauty Care,
Inc.  (the  "Registrant")  are  incorporated  by reference in this  registration
statement.

                  (1) Annual  Report on Form 10-K for the year  ended  March 31,
         1996, filed on June 28, 1996 (the "Annual Report").

                  (2)  Quarterly  Report on Form 10-Q for the quarter ended June
         30, 1996, filed on August 14, 1996.

                  (3)  Quarterly  Report  on Form  10-Q  for the  quarter  ended
         September 30, 1996, filed on November 14, 1996.

                  (4)  Quarterly  Report  on Form  10-Q  for the  quarter  ended
         December 31, 1996, filed on February 14, 1997.

                  (5) The portions of the  Registrant's  Proxy Statement for the
         Annual  Meeting of  Stockholders  held on September  11, 1996 that have
         been incorporated by reference in the Annual Report.

                  (6) The description of the Registrant's  Class A Common Stock,
         $.001 par value per share,  and Class B Common  Stock,  $.001 par value
         per share, contained in the Registrant's Registration Statement on Form
         8-A,  filed  pursuant to Section 12 of the  Securities  Exchange Act of
         1934,  including  any  amendment  or report  subsequently  filed by the
         Registrant  for the  purpose  of  updating  the  information  contained
         therein.

                  (7) All other  reports  filed by the  Registrant  pursuant  to
         Sections 13(a) or 15(d) of the Exchange Act since September 30, 1996.

                  In  addition,   all  documents   subsequently   filed  by  the
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934,  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 filing of such documents.

Item 4.           Description of Securities

                  Not applicable.
Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

                                      II-2
Item 6.           Indemnification of Directors and Officers

                  Section  145 of the  General  Corporation  Law of the State of
Delaware  permits  indemnification  of  directors,  officers  and  employees  of
corporations  under certain  conditions and subject to certain  limitations.  In
addition,  Section  102(b)(7)  of the  General  Corporation  Law of the State of
Delaware  permits a corporation  to provide,  in its articles of  incorporation,
that directors shall not have liability to the  corporation or its  stockholders
for monetary damages for breach of fiduciary duty, subject to certain prescribed
exceptions.  Article Ninth of the Certificate of Incorporation of the Registrant
contains provisions for the indemnification of directors, officers and employees
within the limitations permitted by Section 145. In addition,  Article Eighth of
the Certificate of Incorporation  of the Registrant  provides for the limitation
on the personal liability of directors  permitted by Section 102(b)(7),  subject
to the exceptions required thereby.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  5.1      Opinion of Parker Chapin Flattau & Klimpl, LLP.

                  23.1     Consent of Mayer Rispler & Company, P.C.

                  23.2     Consent  of  Parker  Chapin  Flattau  &  Klimpl,  LLP
                           (included  in  the  opinion   filed  as  Exhibit  5.1
                           hereto).

Item 9.           Undertakings

                  (A)      The undersigned registrant hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or 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;

                           (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;

                                      II-3
Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if 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  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 which remain unsold at
         the termination of the offering.

                  (B) The undersigned registrant hereby undertakes that, for the
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 1934 (and, where applicable, each filing of
an employee  benefit  plan's  annual  report  pursuant  to section  15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (C) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 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-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 Brentwood, State of New York, on the 27th day of
February, 1997.

                                                ALLOU HEALTH & BEAUTY CARE, INC.

                                                By:           /s/ VICTOR JACOBS
                                                -------------------------------
                                                    Victor Jacobs,
                                                    Chairman of the Board and
                                                    Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

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

     /s/ VICTOR JACOBS       Chairman of the Board and      February 27, 1997
     -----------------       Chief Executive Officer
        Victor Jacobs

     /s/ HERMAN JACOBS         President and Director       February 27, 1997
     -----------------
        Herman Jacobs

   /s/ DAVID SHAMILZADEH      Chief Financial Officer,      February 27, 1997
   ---------------------      Chief Accounting Officer
      David Shamilzadeh             and Director

      /s/ JACK JACOBS                 Director              February 27, 1997
      ---------------
        Jack Jacobs

     /s/ RAMON MONTES                 Director              February 27, 1997
     ----------------
       Ramon Montes

      /s/ SOL NAIMARK                 Director              February 27, 1997
      ---------------
        Sol Naimark

     /s/ JEFFREY BERG                 Director              February 27, 1997
     ----------------
       Jeffrey Berg
 

                                      II-5
EXHIBIT INDEX

       Exhibit                      Description                             Page
       Number                       -----------                             ----
       ------
         5.1            Opinion of Parker Chapin Flattau & Klimpl, LLP.

         23.1           Consent of Mayer Rispler & Company, P.C.

         23.2           Consent of Parker Chapin Flattau & Klimpl, LLP
                        (included in the opinion filed as Exhibit 5.1
                        hereto).

                                      II-6