AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1998
                                                     REGISTRATION NO.  ________
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                            BENJAMIN MOORE & CO.
           (Exact name of registrant as specified in its charter)

             NEW JERSEY                                 13-5256230
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                 Identification Number)

                           51 CHESTNUT RIDGE ROAD
                         MONTVALE, NEW JERSEY 07645
           (Address of registrant's principal executive offices)

                            BENJAMIN MOORE & CO.
                         1998 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                              JOHN T. RAFFERTY
                       SECRETARY AND GENERAL COUNSEL
                            BENJAMIN MOORE & CO.
                           51 CHESTNUT RIDGE ROAD
                         MONTVALE, NEW JERSEY 07645
                               (201) 573-9600
         (Name, address, and telephone number of agent for service)


                      CALCULATION OF REGISTRATION FEE

================================================================================
                                         Proposed
                            Amount to    Maximum       Proposed
                               be        Offering       Maximum     Amount of
   Title of Securities     Registered   Price Per      Aggregate   Registration
    to be Registered           (1)      Share (2)   Offering Price     Fee
================================================================================

Common Stock, par value      400,000      $83.56     $33,424,000    $9,860.08 
$10.00 (1)                   shares

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

(1)  If  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions,  the number of shares of Common  Stock  purported  to be
     registered on this Registration  Statement changes,  the provisions of
     Rule 416 shall apply to this Registration Statement.

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant  to Rule  457(h)  based  upon the  current  fair value of the
     Common  Stock of Benjamin  Moore & Co., as of April 24,  1998,  a date
     within  five  business  days of the  date on which  this  registration
     statement is being filed.


                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference

     The following documents, which have been filed by Benjamin Moore & Co.
(the   "Company")   with  the  Securities  and  Exchange   Commission  (the
"Commission"), are incorporated by reference in this Registration Statement
as of their respective dates:

          (a) The Annual  Report of the Company on Form 10-K for the fiscal
     year ended December 31, 1997;

          (b) The  description of the common stock of the Company,  $10 par
     value per share  (the  "Common  Stock"),  contained  in the  Company's
     Registration  Statement on Form 8-A dated April 23,  1979,  filed with
     the Commission  pursuant to Section 12(g) of the  Securities  Exchange
     Act of 1934, as amended (the "Exchange Act"); and

          (c) The Amendment on Form 8 to the Registration Statement on Form
     8-A dated  November 19, 1990,  filed with the  Commission  pursuant to
     Section 12(g) of the Exchange Act.

          All documents filed  subsequent to the date hereof by the Company
with the Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and prior to the filing of a post-effective  amendment hereto
which indicates that all securities  offered hereby have been sold or which
deregisters  all securities  then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein  and  made a  part  hereof  from  their
respective  dates of filing (such documents,  and the documents  enumerated
above, being hereinafter referred to as "Incorporated Documents").

          Any statement contained in an Incorporated  Document or deemed to
be  incorporated  by  reference  herein  shall be deemed to be  modified or
superseded  for  purposes  hereof to the extent that a statement  contained
herein or in any other subsequently filed Incorporated Document 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 hereof.  

     Item 4.   Description  of Securities 

               Not  Applicable.  

     Item 5.   Interests of Named Experts and Counsel

          Certain  legal matters with respect to the shares of Common Stock
issued  pursuant to the Plan will be passed upon for the Company by John T.
Rafferty,  who is the  Company's  Secretary  and General  Counsel.

          The financial statements and the related financial statement
schedule incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

     Item 6.   Indemnification of Directors and Officers

          Under the Company's Bylaws, as amended,  the Company is required
to indemnify each of the Company's directors, officers and employees to the
full extent  permitted under New Jersey law as in effect from time to time.
The Bylaws  provide a right to  indemnification  for expenses,  attorneys'
fees,  judgments,  fines  and  amounts  paid  in  settlement  actually  and
reasonably  incurred  by any  person  in  connection  with  any  actual  or
threatened  proceeding  (including a lawsuit  brought by a  shareholder  on
behalf of the  Company)  by  reason of the fact that such  person is or was
serving  as a  director,  officer or  employee  of the  Company  or, at the
request of the  Company,  was  serving as a  director,  officer or agent of
another  corporation or other entity,  e.g., a trade  association,  a joint
venture or an  employee  benefit  plan.  The Bylaws  also  provide for the
Company  to  advance  expenses  upon  receipt  of  an  undertaking  of  the
individual  to  repay  the  amount  of  the  advance  unless  he or  she is
ultimately  entitled to be indemnified.  The right to  indemnification is a
contract right,  enforceable against the Company with respect to any act or
omission  which occurs while it is in effect,  even if the Bylaw is not in
effect when the claim for indemnification is made.

          Under  current  New  Jersey  law,  the  Company  is  required  to
indemnify a director,  officer or employee  for expenses to the extent that
he or she has been  successful  on the  merits  or  otherwise  in any legal
proceeding,  and such law enables a  corporation  to indemnify for expenses
and  liabilities  irrespective of the outcome,  as follows:  (i) in a civil
proceeding,  other  than  by or in the  right  of the  corporation,  if the
individual acted in good faith and in a manner reasonably believed to be in
or not  opposed to the best  interests  of the  corporation,  and (ii) in a
criminal proceeding,  if the individual had not reasonable cause to believe
his or her conduct was unlawful.  With respect to a civil  proceeding by or
in the right of the corporation, New Jersey law permits indemnification for
expenses if the individual  acted in good faith and in a manner  reasonably
believed to be in or not opposed to the best interests of the  corporation;
however,  no indemnification may be provided in respect of any claim, issue
or  matter  as to  which  an  individual  has  been  found  liable  to  the
corporation  for  negligence or  misconduct,  unless an  appropriate  court
determines that in view of all the  circumstances  the individual is fairly
and reasonably entitled to indemnification for expenses.

          The  language  of  the  Company's   Bylaws  will   automatically
implement   future   statutory   revisions  of  the  scope  of  permissible
indemnification of directors, officers and employees.

          The Company's Restated Certificate of Incorporation,  as amended,
provides  that  directors and officers  shall not be personally  liable for
damages to the Company and its  shareholders for breach of any duty owed to
the  Company  or its  shareholders  to the full  extent  from  time to time
permitted by New Jersey law. Currently,  such law permits such a limitation
provided the  elimination of liability is not based upon an act or omission
(a) in  breach of such  person's  duty of  loyalty  to the  company  or its
shareholders, (b) not in good faith or involving a knowing violation of law
or (c) resulting in receipt by such person of an improper personal benefit.
No  subsequent   amendment  to  the  Company's   Restated   Certificate  of
Incorporation  or repeal of this provision shall adversely affect any right
or protection of a director or officer of the Company  existing at the time
of  such  amendment  or  repeal.   Since  the  provision  of  the  Restated
Certificate  of  Incorporation   specifies  that  it  affords  the  maximum
protection  from  liability  from time to time permitted by law, any future
changes  in the law  increasing  such  protections  will  become  effective
immediately without shareholder approval.

          The Company  maintains  indemnity  insurance for its officers and
directors,  insuring them against (i) expenses  incurred by them in certain
legal  proceedings and (ii) certain  liabilities  asserted  against them in
their  capacities  as  officers  and/or  directors  of the  Company and its
subsidiaries in connection with offerings of stock to its employees.

     Item 7.   Exemption from Registration Claimed

               Not Applicable.

     Item 8.    Exhibits

Exhibit No.                                 Description of Exhibit
-----------                                 ----------------------

4.1                 Restated  Certificate of  Incorporation  of the Company
                    (incorporated  herein by  reference  to Exhibit 3(a) of
                    the   Company's   Registration   Statement   under  the
                    Securities  Act of 1933,  as amended  (the  "Securities
                    Act"), on Form S-1 - Registration No. 2-62626).

                    Reference  is made to the  information  set forth under
                    the caption  "Amendment of the Restated  Certificate of
                    Incorporation"  at  pages  10 and  11 of the  Company's
                    Proxy  Statement  dated  March  22,  1985,  for  use in
                    connection    with   its   1985   Annual   Meeting   of
                    Shareholders,  which information is hereby incorporated
                    by reference.

                    Reference  is made to the  information  set forth under
                    the caption  "Limitation  of Liability of Directors and
                    Officers to the Maximum Extent  Permitted by New Jersey
                    Law" at pages 10, 11, 12 and 13 of the Company's  Proxy
                    Statement  dated March 28, 1988,  for use in connection
                    with its 1988  Annual  Meeting of  Shareholders,  which
                    information is hereby incorporated by reference.

                    Reference  is made to the  information  set forth under
                    the caption  "Amendment of the Restated  Certificate of
                    Incorporation"  at  pages  11 and  12 of the  Company's
                    Proxy  Statement  dated  March  21,  1989,  for  use in
                    connection    with   its   1989   Annual   Meeting   of
                    Shareholders,  which information is hereby incorporated
                    by reference.

                    Reference  is made to the  information  set forth under
                    the   caption   "Amendment   of  the   Certificate   of
                    Incorporation"  at pages 15, 16 and 17 of the Company's
                    Proxy  Statement  dated  March  28,  1994,  for  use in
                    connection    with   its   1994   Annual   Meeting   of
                    Shareholders,  which information is hereby incorporated
                    by reference.

4.2                 Bylaws of the Company (incorporated herein by reference
                    to Exhibit 3(b) of the Company's Registration Statement
                    under the  Securities  Act, on Form S-1 -  Registration
                    No. 2-62626).

                    Reference  is made to the  information  set forth under
                    the caption "Indemnification of Directors, Officers and
                    Employees"  at pages 13 and 14 of the  Company's  Proxy
                    Statement  dated March 28, 1988,  for use in connection
                    with its 1988  Annual  Meeting of  Shareholders,  which
                    information is hereby incorporated by reference.

                    Reference  is made to the  information  set forth under
                    the  caption  "Approval  of  Amendments  of the Company
                    Bylaws"  at  pages  17 and 18 of  the  Company's  Proxy
                    Statement  dated March 28, 1994,  for use in connection
                    with its 1994  Annual  Meeting of  Shareholders,  which
                    information is hereby incorporated by reference.

4.3                 Benjamin Moore & Co. 1998 Stock Incentive Plan.

5                   Opinion of counsel as to the legality of the securities
                    being registered.

23.1                Consent of Deloitte & Touche LLP.

23.2                Consent of John T. Rafferty (included in Exhibit 5).

24                  Powers of Attorney (included herein on pages 6-7). 

     Item 9.   Undertakings The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
made, a post-effective  amendment to this Registration Statement 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.

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

          (c) 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.

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

          Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the Company has been  advised  that in the opinion of the  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
company of expenses incurred or paid by a director,  officer or controlling
person of the  Company 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 Company will, unless
in the opinion of its counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                 SIGNATURES

          Pursuant  to  the   requirements   of  the  Securities  Act,  the
Registrant  certifies  that it has  reasonable  grounds to believe  that it
meets all of the requirements for filing on Form S-8 and it has duly caused
this Registration  Statement to be signed on its behalf by the undersigned,
thereunto duly  authorized,  in the city of Montvale,  State of New Jersey,
on April 27, 1998.

                                BENJAMIN MOORE & CO.



                                By:  /s/ Yvan Dupuy
                                     -------------------------------------
                                     Yvan Dupuy
                                     President and Chief Operating Officer


                             POWERS OF ATTORNEY

          KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  person  whose
signature  appears  below  constitutes  and appoints  Richard Roob and Yvan
Dupuy,   and  each  or  either  of  them,   his  or  her  true  and  lawful
attorneys-in-fact  and  agents,  each  acting  alone,  with full  powers of
substitution  and  resubstitution,  for such person and in his or her 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   Commission,   granting   unto   said
attorney-in-fact  and agents each acting alone, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be
done in and about the  premises,  as fully to all intents  and  purposes as
might or could be done in person,  hereby ratifying and confirming all that
said  attorneys-in-fact  and  agents,  each  acting  alone,  or  his or her
substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

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

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

/s/ Richard Roob
---------------------------  Chairman of the Board of         April 27, 1998
Richard Roob                 Directors and Chief 
                             Executive Officer;
                             (Principal Executive 
                             Officer; Acting Principal 
                             Financial Officer);
                             Director

/s/ Yvan Dupuy
---------------------------
Yvan Dupuy                   President and Chief               April 27, 1998
                             Operating Officer; Director

/s/ Edward G. Klein
---------------------------  Corporate Controller              April 27, 1998
Edward G. Klein

/s/ Benjamin M. Belcher, Jr.
---------------------------  Director                       February 10, 1998
Benjamin M. Belcher, Jr.

/s/ W. C. Belcher
---------------------------  Director                       February 10, 1998
Ward C. Belcher

/s/ Charles H. Bergmann, Jr.
---------------------------  Director                       February 10, 1998
Charles H. Bergmann, Jr.

/s/ F. J. Costello
---------------------------  Director                       February 10, 1998
Frederick J. Costello

/s/ R. J. Hodgson
---------------------------  Director                       February 10, 1998
Robert J. Hodgson

/s/ G. W. Moore
---------------------------  Director                       February 10, 1998
Gerald W. Moore

/s/ John C. Moore, Jr.
---------------------------  Director                       February 10, 1998
John C. Moore, Jr.


---------------------------  Director                       ___________, 1998
Robert H. Mundheim

/s/ Charles C. Vail
---------------------------  Director                       February 10, 1998
Charles C. Vail

/s/ Ward B. Wack
---------------------------  Director                       February 10, 1998
Ward B. Wack

/s/ Sara B. Wardell
---------------------------  Director                       February 10, 1998
Sara B. Wardell

/s/ M. C. Workman
---------------------------  Director                       February 10, 1998
Maurice C. Workman



                               EXHIBIT INDEX


Exhibit No.                 Description of Exhibit                      Page
-----------                 ----------------------                      ----

4.1                 Restated Certificate of Incorporation of
                    the Company (incorporated herein by
                    reference to Exhibit 3(a) of the
                    Company's Registration Statement under
                    the Securities Act of 1933, as amended
                    (the "Securities Act"), on Form S-1 -
                    Registration No. 2-62626).

                    Reference is made to the information set
                    forth under the caption "Amendment of
                    the Restated Certificate of
                    Incorporation" at pages 10 and 11 of the
                    Company's Proxy Statement dated March
                    22, 1985, for use in connection with its
                    1985 Annual Meeting of Shareholders,
                    which information is hereby incorporated
                    by reference.

                    Reference is made to the information set
                    forth under the caption "Limitation of
                    Liability of Directors and Officers to
                    the Maximum Extent Permitted by New
                    Jersey Law" at pages 10, 11, 12 and 13
                    of the Company's Proxy Statement dated
                    March 28, 1988, for use in connection
                    with its 1988 Annual Meeting of
                    Shareholders, which information is
                    hereby incorporated by reference.

                    Reference is made to the information set
                    forth under the caption "Amendment of
                    the Restated Certificate of
                    Incorporation" at pages 11 and 12 of the
                    Company's Proxy Statement dated March
                    21, 1989, for use in connection with its
                    1989 Annual Meeting of Shareholders,
                    which information is hereby incorporated
                    by reference.

                    Reference is made to the information set
                    forth under the caption "Amendment of
                    the Certificate of Incorporation" at
                    pages 15, 16 and 17 of the Company's
                    Proxy Statement dated March 28, 1994,
                    for use in connection with its 1994
                    Annual Meeting of Shareholders, which
                    information is hereby incorporated by
                    reference.

4.2                 Bylaws of the Company (incorporated
                    herein by reference to Exhibit 3(b) of
                    the Company's Registration Statement
                    under the Securities Act, on Form S-1 -
                    Registration No. 2-62626).

                    Reference is made to the information set
                    forth under the caption "Indemnification
                    of Directors, Officers and Employees" at
                    pages 13 and 14 of the Company's Proxy
                    Statement dated March 28, 1988, for use
                    in connection with its 1988 Annual
                    Meeting of Shareholders, which
                    information is hereby incorporated by
                    reference.

                    Reference is made to the information set
                    forth under the caption "Approval of
                    Amendments of the Company Bylaws" at
                    pages 17 and 18 of the Company's Proxy
                    Statement dated March 28, 1994, for use
                    in connection with its 1994 Annual
                    Meeting of Shareholders, which
                    information is hereby incorporated by
                    reference.

4.3                 Benjamin Moore & Co. 1998 Stock
                    Incentive Plan.

5                   Opinion of counsel as to the legality of
                    the securities being registered.

23.1                Consent of Deloitte & Touche LLP.

23.2                Consent of John T. Rafferty (included in
                    Exhibit 5).

24                  Powers of Attorney (included herein on
                    pages 6-7).
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1998
                                                     REGISTRATION NO.  ________
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                            BENJAMIN MOORE & CO.
           (Exact name of registrant as specified in its charter)

             NEW JERSEY                                 13-5256230
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                 Identification Number)

                           51 CHESTNUT RIDGE ROAD
                         MONTVALE, NEW JERSEY 07645
           (Address of registrant's principal executive offices)

                            BENJAMIN MOORE & CO.
                         1998 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                              JOHN T. RAFFERTY
                       SECRETARY AND GENERAL COUNSEL
                            BENJAMIN MOORE & CO.
                           51 CHESTNUT RIDGE ROAD
                         MONTVALE, NEW JERSEY 07645
                               (201) 573-9600
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE

================================================================================
                                         Proposed
                            Amount to    Maximum       Proposed
                               be        Offering       Maximum     Amount of
   Title of Securities     Registered   Price Per      Aggregate   Registration
    to be Registered           (1)      Share (2)   Offering Price     Fee
================================================================================

Common Stock, par value      400,000      $83.56     $33,424,000    $9,860.08 
$10.00 (1)                   shares

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

(1)  If  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions,  the number of shares of Common  Stock  purported  to be
     registered on this Registration  Statement changes,  the provisions of
     Rule 416 shall apply to this Registration Statement.

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant  to Rule  457(h)  based  upon the  current  fair value of the
     Common  Stock of Benjamin  Moore & Co., as of April 24,  1998,  a date
     within  five  business  days of the  date on which  this  registration
     statement is being filed.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference

     The following documents, which have been filed by Benjamin Moore & Co.
(the   "Company")   with  the  Securities  and  Exchange   Commission  (the
"Commission"), are incorporated by reference in this Registration Statement
as of their respective dates:

          (a) The Annual  Report of the Company on Form 10-K for the fiscal
     year ended December 31, 1997;

          (b) The  description of the common stock of the Company,  $10 par
     value per share  (the  "Common  Stock"),  contained  in the  Company's
     Registration  Statement on Form 8-A dated April 23,  1979,  filed with
     the Commission  pursuant to Section 12(g) of the  Securities  Exchange
     Act of 1934, as amended (the "Exchange Act"); and

          (c) The Amendment on Form 8 to the Registration Statement on Form
     8-A dated  November 19, 1990,  filed with the  Commission  pursuant to
     Section 12(g) of the Exchange Act.

          All documents filed  subsequent to the date hereof by the Company
with the Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and prior to the filing of a post-effective  amendment hereto
which indicates that all securities  offered hereby have been sold or which
deregisters  all securities  then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein  and  made a  part  hereof  from  their
respective  dates of filing (such documents,  and the documents  enumerated
above, being hereinafter referred to as "Incorporated Documents").

          Any statement contained in an Incorporated  Document or deemed to
be  incorporated  by  reference  herein  shall be deemed to be  modified or
superseded  for  purposes  hereof to the extent that a statement  contained
herein or in any other subsequently filed Incorporated Document 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 hereof.  

     Item 4.   Description  of Securities 

               Not  Applicable.  

     Item 5.   Interests of Named Experts and Counsel

          Certain  legal matters with respect to the shares of Common Stock
issued  pursuant to the Plan will be passed upon for the Company by John T.
Rafferty,  who is the  Company's  Secretary  and General  Counsel.

          The financial statements and the related financial statement
schedule incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

     Item 6.   Indemnification of Directors and Officers

          Under the Company's Bylaws, as amended,  the Company is required
to indemnify each of the Company's directors, officers and employees to the
full extent  permitted under New Jersey law as in effect from time to time.
The Bylaws  provide a right to  indemnification  for expenses,  attorneys'
fees,  judgments,  fines  and  amounts  paid  in  settlement  actually  and
reasonably  incurred  by any  person  in  connection  with  any  actual  or
threatened  proceeding  (including a lawsuit  brought by a  shareholder  on
behalf of the  Company)  by  reason of the fact that such  person is or was
serving  as a  director,  officer or  employee  of the  Company  or, at the
request of the  Company,  was  serving as a  director,  officer or agent of
another  corporation or other entity,  e.g., a trade  association,  a joint
venture or an  employee  benefit  plan.  The Bylaws  also  provide for the
Company  to  advance  expenses  upon  receipt  of  an  undertaking  of  the
individual  to  repay  the  amount  of  the  advance  unless  he or  she is
ultimately  entitled to be indemnified.  The right to  indemnification is a
contract right,  enforceable against the Company with respect to any act or
omission  which occurs while it is in effect,  even if the Bylaw is not in
effect when the claim for indemnification is made.

          Under  current  New  Jersey  law,  the  Company  is  required  to
indemnify a director,  officer or employee  for expenses to the extent that
he or she has been  successful  on the  merits  or  otherwise  in any legal
proceeding,  and such law enables a  corporation  to indemnify for expenses
and  liabilities  irrespective of the outcome,  as follows:  (i) in a civil
proceeding,  other  than  by or in the  right  of the  corporation,  if the
individual acted in good faith and in a manner reasonably believed to be in
or not  opposed to the best  interests  of the  corporation,  and (ii) in a
criminal proceeding,  if the individual had not reasonable cause to believe
his or her conduct was unlawful.  With respect to a civil  proceeding by or
in the right of the corporation, New Jersey law permits indemnification for
expenses if the individual  acted in good faith and in a manner  reasonably
believed to be in or not opposed to the best interests of the  corporation;
however,  no indemnification may be provided in respect of any claim, issue
or  matter  as to  which  an  individual  has  been  found  liable  to  the
corporation  for  negligence or  misconduct,  unless an  appropriate  court
determines that in view of all the  circumstances  the individual is fairly
and reasonably entitled to indemnification for expenses.

          The  language  of  the  Company's   Bylaws  will   automatically
implement   future   statutory   revisions  of  the  scope  of  permissible
indemnification of directors, officers and employees.

          The Company's Restated Certificate of Incorporation,  as amended,
provides  that  directors and officers  shall not be personally  liable for
damages to the Company and its  shareholders for breach of any duty owed to
the  Company  or its  shareholders  to the full  extent  from  time to time
permitted by New Jersey law. Currently,  such law permits such a limitation
provided the  elimination of liability is not based upon an act or omission
(a) in  breach of such  person's  duty of  loyalty  to the  company  or its
shareholders, (b) not in good faith or involving a knowing violation of law
or (c) resulting in receipt by such person of an improper personal benefit.
No  subsequent   amendment  to  the  Company's   Restated   Certificate  of
Incorporation  or repeal of this provision shall adversely affect any right
or protection of a director or officer of the Company  existing at the time
of  such  amendment  or  repeal.   Since  the  provision  of  the  Restated
Certificate  of  Incorporation   specifies  that  it  affords  the  maximum
protection  from  liability  from time to time permitted by law, any future
changes  in the law  increasing  such  protections  will  become  effective
immediately without shareholder approval.

          The Company  maintains  indemnity  insurance for its officers and
directors,  insuring them against (i) expenses  incurred by them in certain
legal  proceedings and (ii) certain  liabilities  asserted  against them in
their  capacities  as  officers  and/or  directors  of the  Company and its
subsidiaries in connection with offerings of stock to its employees.

     Item 7.   Exemption from Registration Claimed

               Not Applicable.

     Item 8.    Exhibits

Exhibit No.                                 Description of Exhibit
-----------                                 ----------------------

4.1                 Restated  Certificate of  Incorporation  of the Company
                    (incorporated  herein by  reference  to Exhibit 3(a) of
                    the   Company's   Registration   Statement   under  the
                    Securities  Act of 1933,  as amended  (the  "Securities
                    Act"), on Form S-1 - Registration No. 2-62626).

                    Reference  is made to the  information  set forth under
                    the caption  "Amendment of the Restated  Certificate of
                    Incorporation"  at  pages  10 and  11 of the  Company's
                    Proxy  Statement  dated  March  22,  1985,  for  use in
                    connection    with   its   1985   Annual   Meeting   of
                    Shareholders,  which information is hereby incorporated
                    by reference.

                    Reference  is made to the  information  set forth under
                    the caption  "Limitation  of Liability of Directors and
                    Officers to the Maximum Extent  Permitted by New Jersey
                    Law" at pages 10, 11, 12 and 13 of the Company's  Proxy
                    Statement  dated March 28, 1988,  for use in connection
                    with its 1988  Annual  Meeting of  Shareholders,  which
                    information is hereby incorporated by reference.

                    Reference  is made to the  information  set forth under
                    the caption  "Amendment of the Restated  Certificate of
                    Incorporation"  at  pages  11 and  12 of the  Company's
                    Proxy  Statement  dated  March  21,  1989,  for  use in
                    connection    with   its   1989   Annual   Meeting   of
                    Shareholders,  which information is hereby incorporated
                    by reference.

                    Reference  is made to the  information  set forth under
                    the   caption   "Amendment   of  the   Certificate   of
                    Incorporation"  at pages 15, 16 and 17 of the Company's
                    Proxy  Statement  dated  March  28,  1994,  for  use in
                    connection    with   its   1994   Annual   Meeting   of
                    Shareholders,  which information is hereby incorporated
                    by reference.

4.2                 Bylaws of the Company (incorporated herein by reference
                    to Exhibit 3(b) of the Company's Registration Statement
                    under the  Securities  Act, on Form S-1 -  Registration
                    No. 2-62626).

                    Reference  is made to the  information  set forth under
                    the caption "Indemnification of Directors, Officers and
                    Employees"  at pages 13 and 14 of the  Company's  Proxy
                    Statement  dated March 28, 1988,  for use in connection
                    with its 1988  Annual  Meeting of  Shareholders,  which
                    information is hereby incorporated by reference.

                    Reference  is made to the  information  set forth under
                    the  caption  "Approval  of  Amendments  of the Company
                    Bylaws"  at  pages  17 and 18 of  the  Company's  Proxy
                    Statement  dated March 28, 1994,  for use in connection
                    with its 1994  Annual  Meeting of  Shareholders,  which
                    information is hereby incorporated by reference.

4.3                 Benjamin Moore & Co. 1998 Stock Incentive Plan.

5                   Opinion of counsel as to the legality of the securities
                    being registered.

23.1                Consent of Deloitte & Touche LLP.

23.2                Consent of John T. Rafferty (included in Exhibit 5).

24                  Powers of Attorney (included herein on pages 6-7). 

     Item 9.   Undertakings The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
made, a post-effective  amendment to this Registration Statement 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.

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

          (c) 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.

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

          Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the Company has been  advised  that in the opinion of the  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
company of expenses incurred or paid by a director,  officer or controlling
person of the  Company 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 Company will, unless
in the opinion of its counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                 SIGNATURES

          Pursuant  to  the   requirements   of  the  Securities  Act,  the
Registrant  certifies  that it has  reasonable  grounds to believe  that it
meets all of the requirements for filing on Form S-8 and it has duly caused
this Registration  Statement to be signed on its behalf by the undersigned,
thereunto duly  authorized,  in the city of Montvale,  State of New Jersey,
on April 27, 1998.

                                BENJAMIN MOORE & CO.

                                By:  /s/ Yvan Dupuy
                                     -------------------------------------
                                     Yvan Dupuy
                                     President and Chief Operating Officer

                             POWERS OF ATTORNEY

          KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  person  whose
signature  appears  below  constitutes  and appoints  Richard Roob and Yvan
Dupuy,   and  each  or  either  of  them,   his  or  her  true  and  lawful
attorneys-in-fact  and  agents,  each  acting  alone,  with full  powers of
substitution  and  resubstitution,  for such person and in his or her 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   Commission,   granting   unto   said
attorney-in-fact  and agents each acting alone, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be
done in and about the  premises,  as fully to all intents  and  purposes as
might or could be done in person,  hereby ratifying and confirming all that
said  attorneys-in-fact  and  agents,  each  acting  alone,  or  his or her
substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

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

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

/s/ Richard Roob
---------------------------  Chairman of the Board of         April 27, 1998
Richard Roob                 Directors and Chief 
                             Executive Officer;
                             (Principal Executive 
                             Officer; Acting Principal 
                             Financial Officer);
                             Director

/s/ Yvan Dupuy
---------------------------
Yvan Dupuy                   President and Chief               April 27, 1998
                             Operating Officer; Director

/s/ Edward G. Klein
---------------------------  Corporate Controller              April 27, 1998
Edward G. Klein

/s/ Benjamin M. Belcher, Jr.
---------------------------  Director                       February 10, 1998
Benjamin M. Belcher, Jr.

/s/ W. C. Belcher
---------------------------  Director                       February 10, 1998
Ward C. Belcher

/s/ Charles H. Bergmann, Jr.
---------------------------  Director                       February 10, 1998
Charles H. Bergmann, Jr.

/s/ F. J. Costello
---------------------------  Director                       February 10, 1998
Frederick J. Costello

/s/ R. J. Hodgson
---------------------------  Director                       February 10, 1998
Robert J. Hodgson

/s/ G. W. Moore
---------------------------  Director                       February 10, 1998
Gerald W. Moore

/s/ John C. Moore, Jr.
---------------------------  Director                       February 10, 1998
John C. Moore, Jr.

---------------------------  Director                       ___________, 1998
Robert H. Mundheim

/s/ Charles C. Vail
---------------------------  Director                       February 10, 1998
Charles C. Vail

/s/ Ward B. Wack
---------------------------  Director                       February 10, 1998
Ward B. Wack

/s/ Sara B. Wardell
---------------------------  Director                       February 10, 1998
Sara B. Wardell

/s/ M. C. Workman
---------------------------  Director                       February 10, 1998
Maurice C. Workman

                               EXHIBIT INDEX

Exhibit No.                 Description of Exhibit                      Page
-----------                 ----------------------                      ----

4.1                 Restated Certificate of Incorporation of
                    the Company (incorporated herein by
                    reference to Exhibit 3(a) of the
                    Company's Registration Statement under
                    the Securities Act of 1933, as amended
                    (the "Securities Act"), on Form S-1 -
                    Registration No. 2-62626).

                    Reference is made to the information set
                    forth under the caption "Amendment of
                    the Restated Certificate of
                    Incorporation" at pages 10 and 11 of the
                    Company's Proxy Statement dated March
                    22, 1985, for use in connection with its
                    1985 Annual Meeting of Shareholders,
                    which information is hereby incorporated
                    by reference.

                    Reference is made to the information set
                    forth under the caption "Limitation of
                    Liability of Directors and Officers to
                    the Maximum Extent Permitted by New
                    Jersey Law" at pages 10, 11, 12 and 13
                    of the Company's Proxy Statement dated
                    March 28, 1988, for use in connection
                    with its 1988 Annual Meeting of
                    Shareholders, which information is
                    hereby incorporated by reference.

                    Reference is made to the information set
                    forth under the caption "Amendment of
                    the Restated Certificate of
                    Incorporation" at pages 11 and 12 of the
                    Company's Proxy Statement dated March
                    21, 1989, for use in connection with its
                    1989 Annual Meeting of Shareholders,
                    which information is hereby incorporated
                    by reference.

                    Reference is made to the information set
                    forth under the caption "Amendment of
                    the Certificate of Incorporation" at
                    pages 15, 16 and 17 of the Company's
                    Proxy Statement dated March 28, 1994,
                    for use in connection with its 1994
                    Annual Meeting of Shareholders, which
                    information is hereby incorporated by
                    reference.

4.2                 Bylaws of the Company (incorporated
                    herein by reference to Exhibit 3(b) of
                    the Company's Registration Statement
                    under the Securities Act, on Form S-1 -
                    Registration No. 2-62626).

                    Reference is made to the information set
                    forth under the caption "Indemnification
                    of Directors, Officers and Employees" at
                    pages 13 and 14 of the Company's Proxy
                    Statement dated March 28, 1988, for use
                    in connection with its 1988 Annual
                    Meeting of Shareholders, which
                    information is hereby incorporated by
                    reference.

                    Reference is made to the information set
                    forth under the caption "Approval of
                    Amendments of the Company Bylaws" at
                    pages 17 and 18 of the Company's Proxy
                    Statement dated March 28, 1994, for use
                    in connection with its 1994 Annual
                    Meeting of Shareholders, which
                    information is hereby incorporated by
                    reference.

4.3                 Benjamin Moore & Co. 1998 Stock
                    Incentive Plan.

5                   Opinion of counsel as to the legality of
                    the securities being registered.

23.1                Consent of Deloitte & Touche LLP.

23.2                Consent of John T. Rafferty (included in
                    Exhibit 5).

24                  Powers of Attorney (included herein on
                    pages 6-7).