Registration No. 33-_____

               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                                
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                


                          GROSSMAN'S INC.                        
       (Exact name of issuer as specified in its charter)

DELAWARE                                      38-0524830         
(State or other jurisdiction of               (I.R.S. Employer   
 incorporation or organization)               Identification No.)

200 Union Street
Braintree, Massachusetts                             02184-5761
(Address of Principal Executive offices)             (Zip Code)

               1993 KEY EMPLOYEE STOCK OPTION PLAN
                    (Full title of the Plan)

                      RICHARD E. KENT, ESQ.
                         GROSSMAN'S INC.
                        200 UNION STREET
               BRAINTREE, MASSACHUSETTS 02184-5761     
             (Name and address of agent for service)

                          (617) 848-0100                        
  (Telephone number, including area code, of agent for service)

          Please send copies of all communications to:

                      David C. Chapin, Esq.
                          Ropes & Gray
                     One International Place
                Boston, Massachusetts 02110-2624
                    Telephone: (617) 951-7371

Approximate date of commencement of offering or proposed sale to
the public:  From time to time after the Effective Date of the
Registration Statement. 

The Exhibit Index can be found on pages 6 and 7. 
                                  
_________________________________________________________________________

                             Proposed    Proposed
Title of                     Maximum     Maximum
Securities     Amount        Offering    Aggregate     Amount of
To Be          To Be         Price Per   Offering      Registration
Registered     Registered    Share <F1>  Price <F1>    Fee
______________________________________________________________________________

Common Stock,  600,000       $4.19       $2,514,000    $867.00
$.01 par value   shares




_________________________

<F1>  Estimated solely for the purpose of calculating the registration fee on
the basis of the average high and low prices of the Common Stock as reported
by the National Association of Securities Dealers Automated Quotation System
on March 15, 1994.

                            Part I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               Note:  The document(s) containing the 1993 Key Employee
Stock Option Plan information required by Item 1 of this Form S-8 and the
statement of availability of registrant information, and other information
required by Item 2 of this Form will be sent or given to employees as
specified by Rule 428.  In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission ("Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424. 
The registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428.  Upon request, the registrant shall furnish to the
Commission or its staff a copy of all of the documents included in such file.

                            Part II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

    The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

        (a)  The Company's latest annual report filed pursuant to Sections
    13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
    prospectus filed pursuant to Rule 424(b) or under the Securities Act of
    1933, as amended, which contains, either directly or by incorporation by
    reference, audited financial statements for the Company's latest fiscal
    year for which such statements have been filed.

        (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of
    the Securities Exchange Act of 1934 since the end of the fiscal year
    covered by the Company documents referred to in (a) above.

        (c)  The description of the Common Stock contained in a registration
    statement filed under Section 12 of the Securities Exchange Act of 1934,
    as amended, including any amendment or report filed for the purpose of
    updating such description.

    All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

    Not Applicable.

Item 5.  Interests of Named Experts and Counsel

    The validity of the shares of Common Stock offered hereby has been passed
upon by Ropes & Gray, One International Place, Boston, Massachusetts, as
counsel for the Company.

    The consolidated financial statements of the Company included in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1993, have
been audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference.  Such
consolidated financial statements are, and audited consolidated financial
statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports (to the extent covered by
consents filed with the Security and Exchange Commission) given upon the
authority of said firm as experts in accounting and auditing.


Item 6.  Indemnification of Directors and Officers

    Section 6.1 of the Company's By-laws requires that the Company indemnify
directors and officers to the maximum extent permitted by Delaware law. 
Section 6.4 of the Company's By-laws also permits the Company to advance
litigation expenses to directors and officers.

    Section 145 of the Delaware General Corporation Law authorizes the
Company to indemnify (and upon request to advance expenses to) directors,
officers, employees and agents against liability incurred by reason of being a
director, officer, employee or agent, and against expenses (including
attorneys' fees) in connection with defending any action seeking to establish
such liability, if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation.

    In addition, Article Eighth of the Company's Certificate of Incorporation
provides that no director of the Company shall be liable for any breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit.

    Article Eighth eliminates the personal liability of directors, (as
directors, but not as officers) to the Company and its stockholders unless one
of the statutorily required exceptions (such as breach of the duty of loyalty,
bad faith, etc.) applies.  As a result, directors are not liable even for
grossly negligent actions or omissions, including grossly negligent decisions
involving control of the Company, in the absence of a breach of the duty of
loyalty, bad faith, improper personal benefit or another statutory exception. 
Article Eighth does not affect a director's liability to third parties, nor
the liability of a director to the Company or its stockholders arising from
any legal requirement (such as the federal securities laws) other than the
duty of care imposed by Delaware law.

    Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "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 Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the 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 
precedent) 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.

Item 7.  Exemption from Registration Claimed

    Not Applicable.

Item 8. Exhibits.

Exhibit 4(a).       1993 Key Employee Stock Option Plan.

Exhibit 4(b).       The Company's Restated Certificate of Incorporation,
                    as in effect November 19, 1986, filed as Exhibit 3(a)
                    to the Company's Form 8-K, dated November 19, 1986
                    (File No. 1-542) and incorporated herein by reference.

Exhibit 4(c)        Certificate of Designation Relating to Certain
                    Restrictions on the Acquisition of Common Stock
                    pursuant to Article Ninth of the Company's Restated
                    Certificate of Incorporation, filed as Exhibit 3(1)-2
                    to the Company's Form 8-K dated November 19, 1986
                    (File No. 1-542) and incorporated herein by reference.

Exhibit 4(d)        Certificate of Designation Relating to Certain
                    Restrictions on the Acquisition of Common Stock
                    pursuant to Article Ninth of the Company's Restated
                    Certificate of Incorporation, filed as Exhibit 3(a)-6
                    to the Company's Annual Report on Form 10-K for the
                    year ended December 31, 1990 (File No. 1-542) and
                    incorporated herein by reference.

Exhibit 4(e)        Certificate of Designation Relating to Certain
                    Restrictions on the Acquisition of Common Stock
                    pursuant to Article Ninth of the Company's Restated
                    Certificate of Incorporation, filed as Exhibit 3(a)-8
                    to the Company's Annual Report on Form 10-K for the
                    year ended December 31, 1993 (File No. 1-542) and
                    incorporated herein by reference.

Exhibit 4(f).       The Company's By-laws, as in effect November 19, 1986,
                    filed as Exhibit 3(b) to the Company's Form 8-K, dated
                    December 15, 1987 (File No. 1-542) and incorporated
                    herein by reference).

Exhibit 4(g).       Copy of amendments to the Company's By-laws as adopted
                    by the Company's Board of Directors on December 15,
                    1987, filed as Exhibit 3(b)-1 to the Company's Form 8-
                    K, dated December 15, 1987 (File No. 1-542),
                    incorporated herein by reference).

Exhibit 5.          Opinion of Ropes & Gray.

Exhibit 24(a).      Consent of Ropes & Gray (contained in Exhibit 5).

Exhibit 24(b).      Consent of Ernst & Young. 

Exhibit 25.         Power of Attorney (included as part of the signature
                    pages to this Registration Statement).

Exhibit 28(a).      Form of Nonqualified Stock Option Agreement.


Item 9.  Undertakings.

    (a)  The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

        (3)  To remove from registration by means of 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(s) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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


                          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 Boston, Massachusetts, on this 21st day of
March, 1994.

                        GROSSMAN'S, INC. 

                    By  /s/ Thomas R. Schwarz                     
                        Thomas R. Schwarz, Chairman of the
                          Board and Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints  Richard E. Kent and David C. Chapin and each
of them, with full power to act without the other, his true and lawful
attorneys-in-fact and agent, with full power of substitution and resubsti-
tution, for him and in his name, place and stead, in any and all capacities to
sign any or all amendments to this registration statement, including post-
effective amendments, and to file the same 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 and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any substitutes
lawfully do or cause to be done by virtue hereof.

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

Name                         Title                    Date

/s/ Thomas R. Schwarz      Chairman of the            March 21, 1994
Thomas R. Schwarz          Board of Directors
                             (Chief Executive Officer)
                                                                       
/s/ Russell Cox            Director                   March 21, 1994   
Russell Cox


/s/ John R. Grey           Director                   March 21, 1994
John R. Grey 


/s/ Maurice Grossman       Director                   March 21, 1994
Maurice Grossman



/s/ Leo Kahn               Director                   March 21, 1994
Leo Kahn


/s/ Sydney L. Katz         Director; Executive        March 21, 1994
Sydney L. Katz             Vice-President and
                           Chief Financial Officer 

/s/ W. Wallace McDowell, Jr.Director                  March 21, 1994
W. Wallace McDowell, Jr.


/s/ Stephen B. Oresman     Director                   March 21, 1994
Stephen B. Oresman


/s/ Robert K. Swanson      Director                   March 21, 1994
Robert K. Swanson


/s/ Harold Tanner          Director                   March 21, 1994
Harold Tanner


/s/ Dr. Abraham Zaleznik   Director                   March 21, 1994
Dr. Abraham Zaleznik
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Registration No. 33-_____

               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                                
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                

                          GROSSMAN'S INC.                        
       (Exact name of issuer as specified in its charter)

DELAWARE                                      38-0524830         
(State or other jurisdiction of               (I.R.S. Employer   
 incorporation or organization)               Identification No.)

200 Union Street
Braintree, Massachusetts                             02184-5761
(Address of Principal Executive offices)             (Zip Code)

               1993 KEY EMPLOYEE STOCK OPTION PLAN
                    (Full title of the Plan)

                      RICHARD E. KENT, ESQ.
                         GROSSMAN'S INC.
                        200 UNION STREET
               BRAINTREE, MASSACHUSETTS 02184-5761     
             (Name and address of agent for service)

                          (617) 848-0100                        
  (Telephone number, including area code, of agent for service)

          Please send copies of all communications to:

                      David C. Chapin, Esq.
                          Ropes & Gray
                     One International Place
                Boston, Massachusetts 02110-2624
                    Telephone: (617) 951-7371

Approximate date of commencement of offering or proposed sale to
the public:  From time to time after the Effective Date of the
Registration Statement. 

The Exhibit Index can be found on pages 6 and 7. 
                                  
_________________________________________________________________________

                             Proposed    Proposed
Title of                     Maximum     Maximum
Securities     Amount        Offering    Aggregate     Amount of
To Be          To Be         Price Per   Offering      Registration
Registered     Registered    Share
Price
Fee
______________________________________________________________________________

Common Stock,  600,000       $4.19       $2,514,000    $867.00
$.01 par value   shares

_________________________
Estimated solely for the purpose of calculating the registration fee on
the basis of the average high and low prices of the Common Stock as reported
by the National Association of Securities Dealers Automated Quotation System
on March 15, 1994.

                            Part I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               Note:  The document(s) containing the 1993 Key Employee
Stock Option Plan information required by Item 1 of this Form S-8 and the
statement of availability of registrant information, and other information
required by Item 2 of this Form will be sent or given to employees as
specified by Rule 428.  In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission ("Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424. 
The registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428.  Upon request, the registrant shall furnish to the
Commission or its staff a copy of all of the documents included in such file.

                            Part II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

    The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

        (a)  The Company's latest annual report filed pursuant to Sections
    13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
    prospectus filed pursuant to Rule 424(b) or under the Securities Act of
    1933, as amended, which contains, either directly or by incorporation by
    reference, audited financial statements for the Company's latest fiscal
    year for which such statements have been filed.

        (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of
    the Securities Exchange Act of 1934 since the end of the fiscal year
    covered by the Company documents referred to in (a) above.

        (c)  The description of the Common Stock contained in a registration
    statement filed under Section 12 of the Securities Exchange Act of 1934,
    as amended, including any amendment or report filed for the purpose of
    updating such description.

    All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

    Not Applicable.

Item 5.  Interests of Named Experts and Counsel

    The validity of the shares of Common Stock offered hereby has been passed
upon by Ropes & Gray, One International Place, Boston, Massachusetts, as
counsel for the Company.

    The consolidated financial statements of the Company included in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1993, have
been audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference.  Such
consolidated financial statements are, and audited consolidated financial
statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports (to the extent covered by
consents filed with the Security and Exchange Commission) given upon the
authority of said firm as experts in accounting and auditing.

Item 6.  Indemnification of Directors and Officers

    Section 6.1 of the Company's By-laws requires that the Company indemnify
directors and officers to the maximum extent permitted by Delaware law. 
Section 6.4 of the Company's By-laws also permits the Company to advance
litigation expenses to directors and officers.

    Section 145 of the Delaware General Corporation Law authorizes the
Company to indemnify (and upon request to advance expenses to) directors,
officers, employees and agents against liability incurred by reason of being a
director, officer, employee or agent, and against expenses (including
attorneys' fees) in connection with defending any action seeking to establish
such liability, if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation.

    In addition, Article Eighth of the Company's Certificate of Incorporation
provides that no director of the Company shall be liable for any breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit.

    Article Eighth eliminates the personal liability of directors, (as
directors, but not as officers) to the Company and its stockholders unless one
of the statutorily required exceptions (such as breach of the duty of loyalty,
bad faith, etc.) applies.  As a result, directors are not liable even for
grossly negligent actions or omissions, including grossly negligent decisions
involving control of the Company, in the absence of a breach of the duty of
loyalty, bad faith, improper personal benefit or another statutory exception. 
Article Eighth does not affect a director's liability to third parties, nor
the liability of a director to the Company or its stockholders arising from
any legal requirement (such as the federal securities laws) other than the
duty of care imposed by Delaware law.

    Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "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 Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the 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 
precedent) 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.

Item 7.  Exemption from Registration Claimed

    Not Applicable.

Item 8. Exhibits.

Exhibit 4(a).       1993 Key Employee Stock Option Plan.

Exhibit 4(b).       The Company's Restated Certificate of Incorporation,
                    as in effect November 19, 1986, filed as Exhibit 3(a)
                    to the Company's Form 8-K, dated November 19, 1986
                    (File No. 1-542) and incorporated herein by reference.

Exhibit 4(c)        Certificate of Designation Relating to Certain
                    Restrictions on the Acquisition of Common Stock
                    pursuant to Article Ninth of the Company's Restated
                    Certificate of Incorporation, filed as Exhibit 3(1)-2
                    to the Company's Form 8-K dated November 19, 1986
                    (File No. 1-542) and incorporated herein by reference.

Exhibit 4(d)        Certificate of Designation Relating to Certain
                    Restrictions on the Acquisition of Common Stock
                    pursuant to Article Ninth of the Company's Restated
                    Certificate of Incorporation, filed as Exhibit 3(a)-6
                    to the Company's Annual Report on Form 10-K for the
                    year ended December 31, 1990 (File No. 1-542) and
                    incorporated herein by reference.

Exhibit 4(e)        Certificate of Designation Relating to Certain
                    Restrictions on the Acquisition of Common Stock
                    pursuant to Article Ninth of the Company's Restated
                    Certificate of Incorporation, filed as Exhibit 3(a)-8
                    to the Company's Annual Report on Form 10-K for the
                    year ended December 31, 1993 (File No. 1-542) and
                    incorporated herein by reference.

Exhibit 4(f).       The Company's By-laws, as in effect November 19, 1986,
                    filed as Exhibit 3(b) to the Company's Form 8-K, dated
                    December 15, 1987 (File No. 1-542) and incorporated
                    herein by reference).

Exhibit 4(g).       Copy of amendments to the Company's By-laws as adopted
                    by the Company's Board of Directors on December 15,
                    1987, filed as Exhibit 3(b)-1 to the Company's Form 8-
                    K, dated December 15, 1987 (File No. 1-542),
                    incorporated herein by reference).

Exhibit 5.          Opinion of Ropes & Gray.

Exhibit 24(a).      Consent of Ropes & Gray (contained in Exhibit 5).

Exhibit 24(b).      Consent of Ernst & Young. 

Exhibit 25.         Power of Attorney (included as part of the signature
                    pages to this Registration Statement).

Exhibit 28(a).      Form of Nonqualified Stock Option Agreement.

Item 9.  Undertakings.

    (a)  The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

        (3)  To remove from registration by means of 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(s) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

                          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 Boston, Massachusetts, on this 21st day of
March, 1994.

                        GROSSMAN'S, INC. 

                    By  /s/ Thomas R. Schwarz                     
                        Thomas R. Schwarz, Chairman of the
                          Board and Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints  Richard E. Kent and David C. Chapin and each
of them, with full power to act without the other, his true and lawful
attorneys-in-fact and agent, with full power of substitution and resubsti-
tution, for him and in his name, place and stead, in any and all capacities to
sign any or all amendments to this registration statement, including post-
effective amendments, and to file the same 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 and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any substitutes
lawfully do or cause to be done by virtue hereof.

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

Name                         Title                    Date

/s/ Thomas R. Schwarz      Chairman of the            March 21, 1994
Thomas R. Schwarz          Board of Directors
                             (Chief Executive Officer)
                                                                       
/s/ Russell Cox            Director                   March 21, 1994   
Russell Cox

/s/ John R. Grey           Director                   March 21, 1994
John R. Grey 

/s/ Maurice Grossman       Director                   March 21, 1994
Maurice Grossman

/s/ Leo Kahn               Director                   March 21, 1994
Leo Kahn

/s/ Sydney L. Katz         Director; Executive        March 21, 1994
Sydney L. Katz             Vice-President and
                           Chief Financial Officer 

/s/ W. Wallace McDowell, Jr.Director                  March 21, 1994
W. Wallace McDowell, Jr.

/s/ Stephen B. Oresman     Director                   March 21, 1994
Stephen B. Oresman

/s/ Robert K. Swanson      Director                   March 21, 1994
Robert K. Swanson

/s/ Harold Tanner          Director                   March 21, 1994
Harold Tanner

/s/ Dr. Abraham Zaleznik   Director                   March 21, 1994
Dr. Abraham Zaleznik