<PAGE>   1
        As filed with the Securities and Exchange Commission on August 6, 1997
                                               Registration No. 333-__________

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              OCULAR SCIENCES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                              94-2985696
    (State or Other Jurisdiction                 (I.R.S. Employer
  of Incorporation or Organization)            Identification No.)
                                475 ECCLES AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (650) 583-1400
   (Address and Telephone Number of Registrant's Principal Executive Offices)

                             1989 STOCK OPTION PLAN
                           1997 EQUITY INCENTIVE PLAN
                        1997 DIRECTORS STOCK OPTION PLAN
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                              GREGORY E. LICHTWARDT
                             CHIEF FINANCIAL OFFICER
                            OCULAR SCIENCES, INC.
                                475 ECCLES AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (650) 583-1400
            (Name, Address and Telephone Number of Agent For Service)

                                   COPIES TO:

                             David K. Michaels, Esq.
                                Jody Hucko, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE (5)
-------------------------------------------------------------------------------------------------------------
                                           AMOUNT          PROPOSED      PROPOSED MAXIMUM       AMOUNT OF
                                           TO BE       MAXIMUM OFFERING  AGGREGATE OFFERING   REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED     REGISTERED    PRICE PER SHARE        PRICE               FEE
-------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>             <C>                  <C>
      Common Stock,                      2,948,174(1)     $20.125(2)       $59,332,002(2)       $17,980
     $0.001 par value                 

      Common Stock,                      1,829,614(3)     $  3.04(4)       $ 5,562,027          $ 1,686
     $0.001 par value                 
-------------------------------------------------------------------------------------------------------------
</TABLE>

 (1) As of August 4, 1997, shares (i) available for issuance upon exercise of
     awards not yet granted under the 1997 Equity Incentive Plan (the "Incentive
     Plan") and the 1997 Directors Stock Option Plan (the "Directors Plan"),
     (ii) subject to outstanding options granted as of such date under the
     Incentive Plan and the Directors Plan and (iii) reserved for issuance under
     the 1997 Employee Stock Purchase Plan.

 (2) Estimated pursuant to Rule 457(h) and (c) solely for the purpose of
     calculating the registration fee, based on the average of the high and low
     prices of the Registrant's Common Stock on the Nasdaq National Market on
     August 5, 1997.

 (3) Shares subject to outstanding options as of August 4, 1997 under the 1989
     Stock Option Plan.

 (4) Weighted average per share exercise price for such outstanding options
     pursuant to Rule 457(h)(1).

 (5) All values reflect the two-for-one split of the Registrant's outstanding
     Common Stock effective as of August 4, 1997.



<PAGE>   2
                              OCULAR SCIENCES, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

           (a)   the Registrant's prospectus filed pursuant to Rule 424(b) under
                 the Securities Act of 1933, as amended (the "Securities Act"),
                 that contains consolidated audited financial statements of the
                 Registrant for the fiscal years ended December 31, 1995 and
                 December 31, 1996.

           (b)   the description of the Registrant's Common Stock contained in
                 the Registrant's Registration Statement on Form 8-A filed under
                 Section 12(g) of the Securities Exchange Act of 1934, as
                 amended (the "Exchange Act"), including any amendment or report
                 filed for the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

           Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.

           As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (regarding unlawful dividends and stock purchases) or (iv) for
any transaction from which the director derived an improper personal benefit.

           As permitted by the Delaware General Corporation Law, the Bylaws of
the Registrant provide that (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions, (ii) the Registrant
may indemnify its other employees and agents as set forth in the Delaware
General Corporation Law, (iii) the Registrant is required to advance expenses,
as incurred, to its directors and executive officers in connection with a legal
proceeding to the fullest extent permitted by the Delaware General Corporation
Law, subject to certain very limited exceptions, (iv) the rights conferred in
the Bylaws are not exclusive and (v) the Registrant is authorized to enter into
indemnification agreements with its directors, officers, employees and agents.

           The Registrant has entered into indemnity agreements with each of its
current directors and executive officers to give such directors and executive
officers additional contractual assurances regarding the scope of the
indemnification set forth in the Registrant's Bylaws and to provide additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director, officer or employee of the Registrant regarding which
indemnification is sought, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification.



                                       2
<PAGE>   3
           The indemnification provision in the Bylaws and the indemnity
agreements entered into between the Registrant and its directors and executive
officers may be sufficiently broad to permit indemnification of the Registrant's
directors and executive officers for liabilities arising under the Securities
Act.

           As authorized by the Registrant's Bylaws, the Registrant, with
approval by the Registrant's Board of Directors, has applied for, and expects to
obtain, directors' and officers' liability insurance with a per claim and annual
aggregate coverage limit of $30 million.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.
<TABLE>
<CAPTION>
ITEM 8.  EXHIBITS.
-------  ---------

          <S>    <C>
          4.01   Registrant's Certificate of Incorporation (incorporated herein
                 by reference to Exhibit 3.01 of the Form S-1, Registration No.
                 333-27421 originally filed with the Commission on May 19, 1997,
                 as subsequently amended on June 4, 1997, July 2, 1997, July 15,
                 1997 and July 31, 1997 (the "Form S-1"))

          4.02   Registrant's  Certificate of  Designation  of Preferred  Stock
                 (incorporated  herein by reference to Exhibit 3.02 of the Form
                 S-1)

          4.03   Form of Registrant's Restated Certificate of Incorporation to
                 be effective upon the closing of the Registrant's initial
                 public offering (incorporated herein by reference to Exhibit
                 3.03 of the Form S-1)

          4.04   Registrant's  Bylaws  (incorporated  herein  by  reference  to
                 Exhibit 3.04 of the Form S-1)

          4.05   Registrant's 1989 Stock Option Plan and related documents
                 (incorporated herein by reference to Exhibit 10.01 of the Form
                 S-1)

          4.06   Registrant's 1997 Equity Incentive Plan and related documents
                 (incorporated herein by reference to Exhibit 10.03 of the Form
                 S-1)

          4.07   Registrant's 1997 Directors Stock Option Plan and related
                 documents (incorporated herein by reference to Exhibit 10.04 of
                 the Form S-1)

          4.08   Registrant's 1997 Employee Stock Purchase Plan and related
                 documents (incorporated herein by reference to Exhibit 10.05 of
                 the Form S-1)

          5.01   Opinion of Fenwick & West LLP

         23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01)

         23.02   Consent of KPMG Peat Marwick LLP, Independent Auditors

         24.01   Power of Attorney (see page 5)
</TABLE>



                                       3
<PAGE>   4
ITEM 9.  UNDERTAKINGS.

           The undersigned Registrant hereby undertakes:

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

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

             (ii)  to reflect in the prospectus any facts or events arising
                   after the effective date of this 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 this Registration
                   Statement;

             (iii) to include any material information with respect to the plan
                   of distribution not previously disclosed in this Registration
                   Statement or any material change to such information in this
                   Registration Statement.

             provided, however, that paragraphs (1)(i) and (1)(ii) above 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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.

         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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 Registrant pursuant to the provisions discussed in Item 6 hereof, or
otherwise, the Registrant 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 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 hereby, 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.



                                       4
<PAGE>   5
                                   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 South San Francisco, State of California, on this 6th
day of August, 1997.

                                       OCULAR SCIENCES, INC.


                                       By: /s/ John D. Fruth
                                           -------------------------------------
                                           John D. Fruth, Chairman of the Board,
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John D. Fruth and Gregory E. Lichtwardt,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all 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 of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
          Signature                                        Title                         Date
          ---------                                        -----                         ----

PRINCIPAL EXECUTIVE OFFICER:
<S>                                          <C>                                   <C>    
/s/ John D. Fruth                            Chairman of the Board, President      August 6, 1997
------------------------                     and Chief Executive Officer
John D. Fruth                                  


PRINCIPAL FINANCIAL OFFICER
 AND PRINCIPAL ACCOUNTING OFFICER:


/s/ Gregory E. Lichtwardt                     Vice President, Finance, Chief       August 6, 1997
------------------------                      Financial Officer and Treasurer
Gregory E. Lichtwardt                             


ADDITIONAL DIRECTORS



/s/ Edgar J. Cummins                          Director                             August 6, 1997
------------------------
Edgar J. Cummins
</TABLE>



                                       5
<PAGE>   6
ADDITIONAL DIRECTORS (CONTINUED):

<TABLE>
<S>                                           <C>                                  <C>    
                                              Director                             
---------------------------
Terence M. Fruth


/s/ William R. Grant                          Director                             August 6, 1997
---------------------------
William R. Grant


/s/ Daniel J. Kunst                           Director                             August 6, 1997
---------------------------
Daniel J. Kunst


/s/ Francis R. Tunney, Jr.                    Director                             August 6, 1997
---------------------------
Francis R. Tunney, Jr.
</TABLE>



                                       6
<PAGE>   7
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                     Description
-----------                     -----------

  <S>            <C>
  4.01           Registrant's Certificate of Incorporation (incorporated
                 herein by reference to Exhibit 3.01 to the Form S-1)

  4.02           Registrant's Certificate of Designation of Preferred  Stock
                 (incorporated herein by reference to Exhibit 3.02 of the Form
                 S-1)

  4.03           Form of Registrant's Restated Certificate of Incorporation to
                 be effective upon the closing of the Registrant's initial
                 public offering (incorporated herein by reference to Exhibit
                 3.03 of the Form S-1)

  4.04           Registrant's Bylaws (incorporated  herein  by  reference  to
                 Exhibit 3.04 of the Form S-1)

  4.05           Registrant's 1989 Stock  Option  Plan and  related  documents
                 (incorporated herein by  reference  to  Exhibit  10.01 of the
                 Form S-1)

  4.06           Registrant's 1997 Equity Incentive Plan and related documents
                 (incorporated herein by  reference to Exhibit  10.03 of the
                 Form S-1)

  4.07           Registrant's 1997 Directors Stock Option Plan and related
                 documents (incorporated  herein by reference to Exhibit 10.04
                 of the Form S-1)

  4.08           Registrant's 1997 Employee Stock Purchase Plan and related
                 documents (incorporated  herein by reference to Exhibit 10.05
                 of the Form S-1)

  5.01           Opinion of Fenwick & West LLP

 23.01           Consent of Fenwick & West LLP (included in Exhibit 5.01)

 23.02           Consent of KPMG Peat Marwick LLP, Independent Auditors

 24.01           Power of Attorney (see page 5)
</TABLE>



                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20668}]
{"company-data": {"conformed-name": "OCULAR SCIENCES INC /DE/", "cik": "0000882484", "assigned-sic": "3851", "irs-number": "942985696", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32999", "film-number": "97652581"}, "business-address": {"street1": "475 ECCLES AVE", "city": "S SAN FRANCISCO", "state": "CA", "zip": "94080"}, "mail-address": {"street1": "475 ECCLES AVE", "city": "S SAN FRANCISCO", "state": "CA", "zip": "94080"}, "former-company": {"former-conformed-name": "O S I CORP", "date-changed": "19970506"}}
1
        As filed with the Securities and Exchange Commission on August 6, 1997
                                               Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              OCULAR SCIENCES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                              94-2985696
    (State or Other Jurisdiction                 (I.R.S. Employer
  of Incorporation or Organization)            Identification No.)
                                475 ECCLES AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (650) 583-1400
   (Address and Telephone Number of Registrant's Principal Executive Offices)

                             1989 STOCK OPTION PLAN
                           1997 EQUITY INCENTIVE PLAN
                        1997 DIRECTORS STOCK OPTION PLAN
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                              GREGORY E. LICHTWARDT
                             CHIEF FINANCIAL OFFICER
                            OCULAR SCIENCES, INC.
                                475 ECCLES AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (650) 583-1400
            (Name, Address and Telephone Number of Agent For Service)

                                   COPIES TO:

                             David K. Michaels, Esq.
                                Jody Hucko, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE (5)
-------------------------------------------------------------------------------------------------------------
                                           AMOUNT          PROPOSED      PROPOSED MAXIMUM       AMOUNT OF
                                           TO BE       MAXIMUM OFFERING  AGGREGATE OFFERING   REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED     REGISTERED    PRICE PER SHARE        PRICE               FEE
-------------------------------------------------------------------------------------------------------------
Common Stock,                      2,948,174(1)     $20.125(2)       $59,332,002(2)       $17,980
     $0.001 par value                 

      Common Stock,                      1,829,614(3)     $  3.04(4)       $ 5,562,027          $ 1,686
     $0.001 par value                 
-------------------------------------------------------------------------------------------------------------
(1) As of August 4, 1997, shares (i) available for issuance upon exercise of
     awards not yet granted under the 1997 Equity Incentive Plan (the "Incentive
     Plan") and the 1997 Directors Stock Option Plan (the "Directors Plan"),
     (ii) subject to outstanding options granted as of such date under the
     Incentive Plan and the Directors Plan and (iii) reserved for issuance under
     the 1997 Employee Stock Purchase Plan.

 (2) Estimated pursuant to Rule 457(h) and (c) solely for the purpose of
     calculating the registration fee, based on the average of the high and low
     prices of the Registrant's Common Stock on the Nasdaq National Market on
     August 5, 1997.

 (3) Shares subject to outstanding options as of August 4, 1997 under the 1989
     Stock Option Plan.

 (4) Weighted average per share exercise price for such outstanding options
     pursuant to Rule 457(h)(1).

 (5) All values reflect the two-for-one split of the Registrant's outstanding
     Common Stock effective as of August 4, 1997.
2
                              OCULAR SCIENCES, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

           (a)   the Registrant's prospectus filed pursuant to Rule 424(b) under
                 the Securities Act of 1933, as amended (the "Securities Act"),
                 that contains consolidated audited financial statements of the
                 Registrant for the fiscal years ended December 31, 1995 and
                 December 31, 1996.

           (b)   the description of the Registrant's Common Stock contained in
                 the Registrant's Registration Statement on Form 8-A filed under
                 Section 12(g) of the Securities Exchange Act of 1934, as
                 amended (the "Exchange Act"), including any amendment or report
                 filed for the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

           Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.

           As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (regarding unlawful dividends and stock purchases) or (iv) for
any transaction from which the director derived an improper personal benefit.

           As permitted by the Delaware General Corporation Law, the Bylaws of
the Registrant provide that (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions, (ii) the Registrant
may indemnify its other employees and agents as set forth in the Delaware
General Corporation Law, (iii) the Registrant is required to advance expenses,
as incurred, to its directors and executive officers in connection with a legal
proceeding to the fullest extent permitted by the Delaware General Corporation
Law, subject to certain very limited exceptions, (iv) the rights conferred in
the Bylaws are not exclusive and (v) the Registrant is authorized to enter into
indemnification agreements with its directors, officers, employees and agents.

           The Registrant has entered into indemnity agreements with each of its
current directors and executive officers to give such directors and executive
officers additional contractual assurances regarding the scope of the
indemnification set forth in the Registrant's Bylaws and to provide additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director, officer or employee of the Registrant regarding which
indemnification is sought, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification.

                                       2
3
           The indemnification provision in the Bylaws and the indemnity
agreements entered into between the Registrant and its directors and executive
officers may be sufficiently broad to permit indemnification of the Registrant's
directors and executive officers for liabilities arising under the Securities
Act.

           As authorized by the Registrant's Bylaws, the Registrant, with
approval by the Registrant's Board of Directors, has applied for, and expects to
obtain, directors' and officers' liability insurance with a per claim and annual
aggregate coverage limit of $30 million.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.
ITEM 8.  EXHIBITS.
-------  ---------
4.01   Registrant's Certificate of Incorporation (incorporated herein
                 by reference to Exhibit 3.01 of the Form S-1, Registration No.
                 333-27421 originally filed with the Commission on May 19, 1997,
                 as subsequently amended on June 4, 1997, July 2, 1997, July 15,
                 1997 and July 31, 1997 (the "Form S-1"))

          4.02   Registrant's  Certificate of  Designation  of Preferred  Stock
                 (incorporated  herein by reference to Exhibit 3.02 of the Form
                 S-1)

          4.03   Form of Registrant's Restated Certificate of Incorporation to
                 be effective upon the closing of the Registrant's initial
                 public offering (incorporated herein by reference to Exhibit
                 3.03 of the Form S-1)

          4.04   Registrant's  Bylaws  (incorporated  herein  by  reference  to
                 Exhibit 3.04 of the Form S-1)

          4.05   Registrant's 1989 Stock Option Plan and related documents
                 (incorporated herein by reference to Exhibit 10.01 of the Form
                 S-1)

          4.06   Registrant's 1997 Equity Incentive Plan and related documents
                 (incorporated herein by reference to Exhibit 10.03 of the Form
                 S-1)

          4.07   Registrant's 1997 Directors Stock Option Plan and related
                 documents (incorporated herein by reference to Exhibit 10.04 of
                 the Form S-1)

          4.08   Registrant's 1997 Employee Stock Purchase Plan and related
                 documents (incorporated herein by reference to Exhibit 10.05 of
                 the Form S-1)

          5.01   Opinion of Fenwick & West LLP

         23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01)

         23.02   Consent of KPMG Peat Marwick LLP, Independent Auditors

         24.01   Power of Attorney (see page 5)
3
4
ITEM 9.  UNDERTAKINGS.

           The undersigned Registrant hereby undertakes:

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

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

             (ii)  to reflect in the prospectus any facts or events arising
                   after the effective date of this 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 this Registration
                   Statement;

             (iii) to include any material information with respect to the plan
                   of distribution not previously disclosed in this Registration
                   Statement or any material change to such information in this
                   Registration Statement.

             provided, however, that paragraphs (1)(i) and (1)(ii) above 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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.

         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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 Registrant pursuant to the provisions discussed in Item 6 hereof, or
otherwise, the Registrant 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 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 hereby, 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.

                                       4
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                                   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 South San Francisco, State of California, on this 6th
day of August, 1997.

                                       OCULAR SCIENCES, INC.

                                       By: /s/ John D. Fruth
                                           -------------------------------------
                                           John D. Fruth, Chairman of the Board,
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John D. Fruth and Gregory E. Lichtwardt,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all 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 of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                        Title                         Date
          ---------                                        -----                         ----

PRINCIPAL EXECUTIVE OFFICER:
/s/ John D. Fruth                            Chairman of the Board, President      August 6, 1997
------------------------                     and Chief Executive Officer
John D. Fruth                                  

PRINCIPAL FINANCIAL OFFICER
 AND PRINCIPAL ACCOUNTING OFFICER:

/s/ Gregory E. Lichtwardt                     Vice President, Finance, Chief       August 6, 1997
------------------------                      Financial Officer and Treasurer
Gregory E. Lichtwardt                             

ADDITIONAL DIRECTORS

/s/ Edgar J. Cummins                          Director                             August 6, 1997
------------------------
Edgar J. Cummins
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ADDITIONAL DIRECTORS (CONTINUED):
Director                             
---------------------------
Terence M. Fruth

/s/ William R. Grant                          Director                             August 6, 1997
---------------------------
William R. Grant

/s/ Daniel J. Kunst                           Director                             August 6, 1997
---------------------------
Daniel J. Kunst

/s/ Francis R. Tunney, Jr.                    Director                             August 6, 1997
---------------------------
Francis R. Tunney, Jr.
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                                  EXHIBIT INDEX
Exhibit No.                     Description
-----------                     -----------
4.01           Registrant's Certificate of Incorporation (incorporated
                 herein by reference to Exhibit 3.01 to the Form S-1)

  4.02           Registrant's Certificate of Designation of Preferred  Stock
                 (incorporated herein by reference to Exhibit 3.02 of the Form
                 S-1)

  4.03           Form of Registrant's Restated Certificate of Incorporation to
                 be effective upon the closing of the Registrant's initial
                 public offering (incorporated herein by reference to Exhibit
                 3.03 of the Form S-1)

  4.04           Registrant's Bylaws (incorporated  herein  by  reference  to
                 Exhibit 3.04 of the Form S-1)

  4.05           Registrant's 1989 Stock  Option  Plan and  related  documents
                 (incorporated herein by  reference  to  Exhibit  10.01 of the
                 Form S-1)

  4.06           Registrant's 1997 Equity Incentive Plan and related documents
                 (incorporated herein by  reference to Exhibit  10.03 of the
                 Form S-1)

  4.07           Registrant's 1997 Directors Stock Option Plan and related
                 documents (incorporated  herein by reference to Exhibit 10.04
                 of the Form S-1)

  4.08           Registrant's 1997 Employee Stock Purchase Plan and related
                 documents (incorporated  herein by reference to Exhibit 10.05
                 of the Form S-1)

  5.01           Opinion of Fenwick & West LLP

 23.01           Consent of Fenwick & West LLP (included in Exhibit 5.01)

 23.02           Consent of KPMG Peat Marwick LLP, Independent Auditors

 24.01           Power of Attorney (see page 5)
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