<TABLE>
<CAPTION>
                                                      As filed with the Securities and Exchange Commission on July 3, 2003
                                                                                               Registration No. 333-______
--------------------------------------------------------------------------------------------------------------------------

                                            SECURITIES AND EXCHANGE COMMISSION
                                                  Washington, D.C. 20549

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

                                                         Form S-8
                                                  REGISTRATION STATEMENT
                                                           Under
                                                THE SECURITIES ACT OF 1933

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

                                                    MARGO CARIBE, INC.
                                  (Exact name of registrant as specified in its charter)


                                     Puerto Rico                              66-0550881
                            (State or other jurisdiction of                 (I.R.S. employer
                             incorporation or organization)                identification no.)

                                                State Highway 690, K.M. 5.8
                                            Vega Alta, Puerto Rico 00692 00692
                                   (Address of principal executive officers) (Zip code)

                                        MARGO CARIBE, INC. 1988 STOCK BENEFITS PLAN
                                       MARGO CARIBE, INC. 2003 RESTRICTED STOCK PLAN
                                                 (Full title of the plans)

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

                                                    Michael J. Spector
                                                   Chairman of the Board
                                                and Chief Executive Officer
                                                    Margo Caribe, Inc.
                                                State Highway 690, KM. 5.8
                                               Vega Alta, Puerto Rico 00692
                                          (Name and address of agent for service)

                                                      (787) 883-2570
                               (Telephone number, including area code, of agent for service)

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

                                                        Copies to:

                                                   Ignacio Alvarez, Esq.
                                             Pietrantoni Mendez & Alvarez LLP
                                             Suite 1901, Banco Popular Center
                                                  209 Munoz Rivera Avenue
                                                San Juan, Puerto Rico 00918

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


                                              CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                          Proposed Maximum      Proposed Maximum
Title of each Class of Securities to be      Amount to be      Offering Price Per   Aggregate Offering        Amount of
               Registered                 Registered(1) (2)         Share(2)             Price(2)          Registration Fee
<S>                                       <C>                  <C>                  <C>                    <C>
Common Stock, par value $.001 per
share...................................        60,500                $2.90              $175,450               $15.62
Common Stock, par value $.001 per
share...................................       200,000                $7.21             $1,442,000             $128.34
============================================================================================================================
(1)  The amount being registered also includes an indeterminate  number of shares of Common Stock which may be issuable as a
     result of stock splits, stock dividends and antidilution  provisions and other terms, in accordance with Rule 416 under
     the Securities Act.
(2)  Estimated solely for the purpose of calculating the  registration  fee. This  registration  statement is being filed to
     register  60,500 shares  issuable upon the exercise of outstanding  options  granted under the Margo Caribe,  Inc. 1988
     Stock Benefits Plan and up to 200,000  shares that may be awarded under the Margo Caribe,  Inc. 2003  Restricted  Stock
     Plan. The  registration  fee for the 60,500 shares issuable upon exercise of options under the 1988 Stock Benefits Plan
     is based on the weighted  average  exercise  price of $2.86 as permitted by Rule 457(h) under the  Securities  Act. The
     registration  fee for the 200,000 shares issuable under the 2003 Restricted  Stock Plan has been computed in accordance
     with Rule 457(h) based upon the average of the high and low sales  prices of the Common  Stock on the NASDAQ  Market on
     June 30, 2003, namely $7.21.
============================================================================================================================
</TABLE>

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. PLAN INFORMATION

     Pursuant  to the Note to Part I of the  Form  S-8 and Rule 428  promulgated
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  the
information  required  by Part I is not  being  filed  with the  Securities  and
Exchange Commission (the "Commission").

Item 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Margo Caribe,  Inc. ("Margo") will provide without charge to each person to
whom a copy of a Section 10(a) Prospectus hereunder is delivered,  upon the oral
or written request of such person,  a copy of any document  incorporated in this
Registration  Statement by reference.  Requests for such  information  should be
directed to Margo Caribe,  Inc., Call Box 1370, Dorado,  Puerto Rico 00646-1370,
Attention: Secretary



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Margo hereby  incorporates by reference the following  documents which have
been previously filed with the Commission:

          (1)  Margo's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2002;

          (2) Margo's Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 2003;

          (3) Margo's  Current Reports on Form 8-K, filed with the Commission on
     April 12, 2003 and May 21, 2003; and

          (4)  The   description  of  Margo's  Common  Stock  contained  in  its
     Registration Statement on Form 8-B, dated December 31, 1992, filed with the
     Commission  as  amended  by its  Current  Report on Form 8-K filed with the
     Commission on January 9, 1998, and any other  amendment or report filed for
     the purpose of updating such description.

     All documents  filed by Margo  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
subsequent  to the date of this  Registration  Statement  shall be  deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.       DESCRIPTION OF CAPITAL STOCK

     Not applicable.  The Company's  Common Stock is registered under Section 12
of the Exchange Act.

Item 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

     (a) Article 1.02(B)(6) of the Puerto Rico General  Corporation Act (the "PR
GCA")   provides  that  a  corporation   may  include  in  its   certificate  of
incorporation  a provision  eliminating  or limiting the  personal  liability of
members of its board of directors  or governing  body for breach of a director's
fiduciary  duty of care.  However,  no such provision may eliminate or limit the
liability of a director  for  breaching  his duty of loyalty,  failing to act in
good faith,  engaging in  intentional  misconduct or knowingly  violating a law,
paying a  dividend  or  approving  a stock  repurchase  which  was  illegal,  or
obtaining an improper personal  benefit.  A provision of this type has no effect
on the availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty. Article Ninth of Margo's  Certificate of Incorporation
contains such a provision.


                                      II-1

<PAGE>



     (b)  Article  4.08 of the PR GCA  authorizes  Puerto Rico  corporations  to
indemnify  their  officers  and  directors  against  liabilities  arising out of
pending or threatened actions,  suits or proceedings to which they are or may be
made  parties  by  reason  of  being  directors  or  officers.  Such  rights  of
indemnification  are not exclusive of any other rights to which such officers or
directors may be entitled under any by-law,  agreement,  vote of stockholders or
otherwise.  Margo's Certificate of Incorporation Margo provides that Margo shall
indemnify its directors,  officers and employees to the fullest extent permitted
by law. Margo also maintains  directors'  and officers'  liability  insurance on
behalf of its directors and officers.

Item 7.       EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8. EXHIBITS

Exhibit
Number            Description of Exhibits

4.1               Certificate  of  Incorporation  of Margo,  as amended to date,
                  (incorporated  by reference to Exhibit 3(a) to Margo's  Annual
                  Report on Form 10-K for the year ended December 31, 1999.)

4.2               By-laws of Margo, (incorporated by reference to Margo's Annual
                  Report on Form 10-K for the year ended December 31, 1997.)

4.3               Specimen certificate of Margo's Common Stock, par value $0.001
                  per share,  (  incorporated  by  reference  to Exhibit  4.3 to
                  Margo's  Registration  Statement  on Form S-8 (No.  333-59619)
                  filed with the Securities and Exchange  Commission on July 22,
                  1998.)

4.4               Margo 1988 Stock Benefits Plan,  (incorporated by reference to
                  Margo's Annual Report on Form 10-K for the year ended December
                  31, 1988.)

4.5               Form of Stock  Option  Agreement  under  1988  Stock  Benefits
                  Plan.*

4.6               Margo 2003 Restricted Stock Plan.*

5                 Opinion of Pietrantoni Mendez & Alvarez LLP *

23.1              Consent  of  Pietrantoni  Mendez & Alvarez  LLP  (Included  in
                  Exhibit 5).

23.2              Consent of Deloitte & Touche.*

24                Powers of Attorney (included on pages II-4 through II-5).

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

                                      II-2

<PAGE>



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 (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

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

     provided, however, that 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 with or furnished
     to the  Securities and Exchange  Commission by the  registrant  pursuant to
     section 13 or section  15(d) of the Exchange Act that are  incorporated  by
     reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post- effective amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act 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 may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
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  against the registrant in connection
with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public  policy as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.

                                      II-3

<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 San Juan,  Commonwealth  of Puerto Rico, on this 3rd
day of July, 2003.

                                                      MARGO CARIBE, INC.
                                                         (Registrant)


                                           By:     /s/ Michael J. Spector
                                              -------------------------------
                                           Name:    Michael J. Spector
                                           Title:   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.

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Michael J. Spector and J. Fernando Rodriguez, and
each of them  individually,  his true and lawful  attorneys-in-fact  and agents,
with  full  power  and in any and all  capacities,  to  sign  this  Registration
Statement and any and all amendments  (including  post-effective  amendments) to
this Registration  Statement,  and to file such  Registration  Statement and all
such amendments or supplements,  with all exhibits thereto,  and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  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,  thereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents or any of them,  or their or his  substitutes  or
substitute, may lawfully do or cause to be done by virtue thereof.


Signature                       Title                          Date
---------                       -----                          ----
/s/ Michael J. Spector          Chairman of the Board and      July 3, 2003
------------------------        Chief Executive Officer
Michael J. Spector

                                Director                       July __, 2003
------------------------
Jairo Estrada
                                Director                       July __, 2003
------------------------
Blas R. Ferraiuoli

/s/ Michael A. Rubin            Director                       July 3, 2003
------------------------
Michael A. Rubin


                                      II-4

<PAGE>



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

/s/ Ramon Dominguez          Director                              July 3, 2003
------------------------
Ramon Dominguez

/s/ J. Fernando Rodriguez    President, Chief Operating Officer    July 3, 2003
------------------------     and Director
J. Fernando Rodriguez        a

/s/ Olga Falcon              Controller (Principal Financial and   July 3, 2003
------------------------     Accounting Officer)
Olga Falcon






                                      II-5

<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number      Description of Exhibits
------      -----------------------

4.1         Certificate  of   Incorporation   of  Margo,  as  amended  to  date,
            (incorporated  by reference to Exhibit 3(a) to Margo's Annual Report
            on Form 10-K for the year ended December 31, 1999.)

4.2         By-laws of Margo,  (incorporated  by  reference  to  Margo's  Annual
            Report on Form 10-K for the year ended December 31, 1997.)

4.3         Specimen  certificate of Margo's Common Stock,  par value $0.001 per
            share,   (incorporated  by  reference  to  Exhibit  4.3  to  Margo's
            Registration  Statement on Form S-8 (No.  333-59619)  filed with the
            Securities and Exchange Commission on July 22, 1998.)

4.4         Margo  1988 Stock  Benefits  Plan,  (incorporated  by  reference  to
            Margo's  Annual Report on Form 10-K for the year ended  December 31,
            1988.)

4.5         Form of Stock Option Agreement under 1988 Stock Benefits Plan.**

4.6         Margo 2003 Restricted Stock Plan.*

5           Opinion of Pietrantoni Mendez & Alvarez LLP *

23.1        Consent of Pietrantoni Mendez & Alvarez LLP (Included in Exhibit 5).

23.2        Consent of Deloitte & Touche.*

24          Powers of Attorney (included on pages II-4 through II-5).








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

                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "mcaribes8july03.txt", "secsgml_size_bytes": 21139}]
{"company-data": {"conformed-name": "MARGO CARIBE INC", "cik": "0000808493", "assigned-sic": "0100", "irs-number": "592807561", "state-of-incorporation": "PR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106828", "film-number": "03775754"}, "business-address": {"street1": "ROAD 690 KILOMETER 5 8", "city": "VEGA ALTA", "state": "PR", "zip": "00692", "phone": "7878832570"}, "mail-address": {"street1": "ROAD 690 KILOMETER 5 8", "street2": "ROAD 690 KILOMETER 5 8", "city": "VEGA ALTA", "state": "PR", "zip": "00692"}, "former-company": [{"former-conformed-name": "MARGO FARMS DEL CARIBE INC", "date-changed": "19930108"}, {"former-conformed-name": "MARGO NURSERY FARMS INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on July 3, 2003
                                                                                               Registration No. 333-______
--------------------------------------------------------------------------------------------------------------------------

                                            SECURITIES AND EXCHANGE COMMISSION
                                                  Washington, D.C. 20549

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

                                                         Form S-8
                                                  REGISTRATION STATEMENT
                                                           Under
                                                THE SECURITIES ACT OF 1933

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

                                                    MARGO CARIBE, INC.
                                  (Exact name of registrant as specified in its charter)

                                     Puerto Rico                              66-0550881
                            (State or other jurisdiction of                 (I.R.S. employer
                             incorporation or organization)                identification no.)

                                                State Highway 690, K.M. 5.8
                                            Vega Alta, Puerto Rico 00692 00692
                                   (Address of principal executive officers) (Zip code)

                                        MARGO CARIBE, INC. 1988 STOCK BENEFITS PLAN
                                       MARGO CARIBE, INC. 2003 RESTRICTED STOCK PLAN
                                                 (Full title of the plans)

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

                                                    Michael J. Spector
                                                   Chairman of the Board
                                                and Chief Executive Officer
                                                    Margo Caribe, Inc.
                                                State Highway 690, KM. 5.8
                                               Vega Alta, Puerto Rico 00692
                                          (Name and address of agent for service)

                                                      (787) 883-2570
                               (Telephone number, including area code, of agent for service)

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

                                                        Copies to:

                                                   Ignacio Alvarez, Esq.
                                             Pietrantoni Mendez & Alvarez LLP
                                             Suite 1901, Banco Popular Center
                                                  209 Munoz Rivera Avenue
                                                San Juan, Puerto Rico 00918

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

                                              CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                          Proposed Maximum      Proposed Maximum
Title of each Class of Securities to be      Amount to be      Offering Price Per   Aggregate Offering        Amount of
               Registered                 Registered(1) (2)         Share(2)             Price(2)          Registration Fee
Common Stock, par value $.001 per
share...................................        60,500                $2.90              $175,450               $15.62
Common Stock, par value $.001 per
share...................................       200,000                $7.21             $1,442,000             $128.34
============================================================================================================================
(1)  The amount being registered also includes an indeterminate  number of shares of Common Stock which may be issuable as a
     result of stock splits, stock dividends and antidilution  provisions and other terms, in accordance with Rule 416 under
     the Securities Act.
(2)  Estimated solely for the purpose of calculating the  registration  fee. This  registration  statement is being filed to
     register  60,500 shares  issuable upon the exercise of outstanding  options  granted under the Margo Caribe,  Inc. 1988
     Stock Benefits Plan and up to 200,000  shares that may be awarded under the Margo Caribe,  Inc. 2003  Restricted  Stock
     Plan. The  registration  fee for the 60,500 shares issuable upon exercise of options under the 1988 Stock Benefits Plan
     is based on the weighted  average  exercise  price of $2.86 as permitted by Rule 457(h) under the  Securities  Act. The
     registration  fee for the 200,000 shares issuable under the 2003 Restricted  Stock Plan has been computed in accordance
     with Rule 457(h) based upon the average of the high and low sales  prices of the Common  Stock on the NASDAQ  Market on
     June 30, 2003, namely $7.21.
============================================================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. PLAN INFORMATION

     Pursuant  to the Note to Part I of the  Form  S-8 and Rule 428  promulgated
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  the
information  required  by Part I is not  being  filed  with the  Securities  and
Exchange Commission (the "Commission").

Item 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Margo Caribe,  Inc. ("Margo") will provide without charge to each person to
whom a copy of a Section 10(a) Prospectus hereunder is delivered,  upon the oral
or written request of such person,  a copy of any document  incorporated in this
Registration  Statement by reference.  Requests for such  information  should be
directed to Margo Caribe,  Inc., Call Box 1370, Dorado,  Puerto Rico 00646-1370,
Attention: Secretary
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Margo hereby  incorporates by reference the following  documents which have
been previously filed with the Commission:

          (1)  Margo's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2002;

          (2) Margo's Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 2003;

          (3) Margo's  Current Reports on Form 8-K, filed with the Commission on
     April 12, 2003 and May 21, 2003; and

          (4)  The   description  of  Margo's  Common  Stock  contained  in  its
     Registration Statement on Form 8-B, dated December 31, 1992, filed with the
     Commission  as  amended  by its  Current  Report on Form 8-K filed with the
     Commission on January 9, 1998, and any other  amendment or report filed for
     the purpose of updating such description.

     All documents  filed by Margo  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
subsequent  to the date of this  Registration  Statement  shall be  deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.       DESCRIPTION OF CAPITAL STOCK

     Not applicable.  The Company's  Common Stock is registered under Section 12
of the Exchange Act.

Item 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

     (a) Article 1.02(B)(6) of the Puerto Rico General  Corporation Act (the "PR
GCA")   provides  that  a  corporation   may  include  in  its   certificate  of
incorporation  a provision  eliminating  or limiting the  personal  liability of
members of its board of directors  or governing  body for breach of a director's
fiduciary  duty of care.  However,  no such provision may eliminate or limit the
liability of a director  for  breaching  his duty of loyalty,  failing to act in
good faith,  engaging in  intentional  misconduct or knowingly  violating a law,
paying a  dividend  or  approving  a stock  repurchase  which  was  illegal,  or
obtaining an improper personal  benefit.  A provision of this type has no effect
on the availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty. Article Ninth of Margo's  Certificate of Incorporation
contains such a provision.

                                      II-1
(b)  Article  4.08 of the PR GCA  authorizes  Puerto Rico  corporations  to
indemnify  their  officers  and  directors  against  liabilities  arising out of
pending or threatened actions,  suits or proceedings to which they are or may be
made  parties  by  reason  of  being  directors  or  officers.  Such  rights  of
indemnification  are not exclusive of any other rights to which such officers or
directors may be entitled under any by-law,  agreement,  vote of stockholders or
otherwise.  Margo's Certificate of Incorporation Margo provides that Margo shall
indemnify its directors,  officers and employees to the fullest extent permitted
by law. Margo also maintains  directors'  and officers'  liability  insurance on
behalf of its directors and officers.

Item 7.       EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8. EXHIBITS

Exhibit
Number            Description of Exhibits

4.1               Certificate  of  Incorporation  of Margo,  as amended to date,
                  (incorporated  by reference to Exhibit 3(a) to Margo's  Annual
                  Report on Form 10-K for the year ended December 31, 1999.)

4.2               By-laws of Margo, (incorporated by reference to Margo's Annual
                  Report on Form 10-K for the year ended December 31, 1997.)

4.3               Specimen certificate of Margo's Common Stock, par value $0.001
                  per share,  (  incorporated  by  reference  to Exhibit  4.3 to
                  Margo's  Registration  Statement  on Form S-8 (No.  333-59619)
                  filed with the Securities and Exchange  Commission on July 22,
                  1998.)

4.4               Margo 1988 Stock Benefits Plan,  (incorporated by reference to
                  Margo's Annual Report on Form 10-K for the year ended December
                  31, 1988.)

4.5               Form of Stock  Option  Agreement  under  1988  Stock  Benefits
                  Plan.*

4.6               Margo 2003 Restricted Stock Plan.*

5                 Opinion of Pietrantoni Mendez & Alvarez LLP *

23.1              Consent  of  Pietrantoni  Mendez & Alvarez  LLP  (Included  in
                  Exhibit 5).

23.2              Consent of Deloitte & Touche.*

24                Powers of Attorney (included on pages II-4 through II-5).

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

                                      II-2
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 (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

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

     provided, however, that 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 with or furnished
     to the  Securities and Exchange  Commission by the  registrant  pursuant to
     section 13 or section  15(d) of the Exchange Act that are  incorporated  by
     reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post- effective amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act 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 may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
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  against the registrant in connection
with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public  policy as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.

                                      II-3
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 San Juan,  Commonwealth  of Puerto Rico, on this 3rd
day of July, 2003.

                                                      MARGO CARIBE, INC.
                                                         (Registrant)

                                           By:     /s/ Michael J. Spector
                                              -------------------------------
                                           Name:    Michael J. Spector
                                           Title:   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.

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Michael J. Spector and J. Fernando Rodriguez, and
each of them  individually,  his true and lawful  attorneys-in-fact  and agents,
with  full  power  and in any and all  capacities,  to  sign  this  Registration
Statement and any and all amendments  (including  post-effective  amendments) to
this Registration  Statement,  and to file such  Registration  Statement and all
such amendments or supplements,  with all exhibits thereto,  and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  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,  thereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents or any of them,  or their or his  substitutes  or
substitute, may lawfully do or cause to be done by virtue thereof.

Signature                       Title                          Date
---------                       -----                          ----
/s/ Michael J. Spector          Chairman of the Board and      July 3, 2003
------------------------        Chief Executive Officer
Michael J. Spector

                                Director                       July __, 2003
------------------------
Jairo Estrada
                                Director                       July __, 2003
------------------------
Blas R. Ferraiuoli

/s/ Michael A. Rubin            Director                       July 3, 2003
------------------------
Michael A. Rubin

                                      II-4
Signature                    Title                                 Date
---------                    -----                                 ----

/s/ Ramon Dominguez          Director                              July 3, 2003
------------------------
Ramon Dominguez

/s/ J. Fernando Rodriguez    President, Chief Operating Officer    July 3, 2003
------------------------     and Director
J. Fernando Rodriguez        a

/s/ Olga Falcon              Controller (Principal Financial and   July 3, 2003
------------------------     Accounting Officer)
Olga Falcon

                                      II-5
EXHIBIT INDEX

Exhibit
Number      Description of Exhibits
------      -----------------------

4.1         Certificate  of   Incorporation   of  Margo,  as  amended  to  date,
            (incorporated  by reference to Exhibit 3(a) to Margo's Annual Report
            on Form 10-K for the year ended December 31, 1999.)

4.2         By-laws of Margo,  (incorporated  by  reference  to  Margo's  Annual
            Report on Form 10-K for the year ended December 31, 1997.)

4.3         Specimen  certificate of Margo's Common Stock,  par value $0.001 per
            share,   (incorporated  by  reference  to  Exhibit  4.3  to  Margo's
            Registration  Statement on Form S-8 (No.  333-59619)  filed with the
            Securities and Exchange Commission on July 22, 1998.)

4.4         Margo  1988 Stock  Benefits  Plan,  (incorporated  by  reference  to
            Margo's  Annual Report on Form 10-K for the year ended  December 31,
            1988.)

4.5         Form of Stock Option Agreement under 1988 Stock Benefits Plan.**

4.6         Margo 2003 Restricted Stock Plan.*

5           Opinion of Pietrantoni Mendez & Alvarez LLP *

23.1        Consent of Pietrantoni Mendez & Alvarez LLP (Included in Exhibit 5).

23.2        Consent of Deloitte & Touche.*

24          Powers of Attorney (included on pages II-4 through II-5).

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

                                      II-6