As filed with the Securities and Exchange Commission on February 24, 1998

                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                            SCHICK TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                              11-3374812
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

           31-00 47th Avenue
      Long Island City, New York                                   11101
(Address of Principal Executive Offices)                         (Zip Code)


            SCHICK TECHNOLOGIES, INC. 1996 EMPLOYEE STOCK OPTION PLAN
                                       AND
              SCHICK TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN FOR
                             NON-EMPLOYEE DIRECTORS

                            (Full title of the plans)

           Zvi N. Raskin, Esq.                                 Copy to:
            General Counsel                           Steven I. Himelstein, Esq.
        Schick Technologies, Inc.                        Dorsey & Whitney LLP
            31-00 47th Avenue                              250 Park Avenue
       Long Island City, NY 11101                            16th Floor
(Name and address of agent for service)                 New York, New York 10177

                                 (718) 937-5765
          (Telephone number, including area code, of agent for service)

                                   ----------

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                           Proposed maximum        Proposed maximum           Amount of
  Title of securities to be           Amount to be        offering price per      aggregate offering         registration
         registered                    registered              share (1)               price (1)                 fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                    <C>                  <C>                       <C>    
Common Stock, $.01 par value ......      505,400                $23.8125             $12,034,837               $3,550.28
==========================================================================================================================
</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h)(1),  based  upon the  average of the high and low
     prices of the Common  Stock as  reported by the Nasdaq  National  Market on
     February 20, 1998.




<PAGE>




                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

          (1) The  Company's  final  Prospectus,  dated July 1,  1997,  filed in
     connection with the Company's  Registration Statement on Form S-1 (File No.
     333-27035);

          (2) The  description  of the Company's  Common Stock  contained in the
     Company's  Registration Statement on Form 8-A, dated June 9, 1997 (File No.
     000-22673),  and any  amendment or report filed to update such  description
     filed  subsequent to the date of this  Registration  Statement and prior to
     the termination of the offering of the Common Stock offered hereby;

          (3) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarters
     ended June 30, 1997, September 30, 1997 and December 31, 1997;

          (4) The Company's Current Report on Form 8-K filed October 9, 1997.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
subsequent  to the date  hereof  and  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  respective
dates of filing of such documents.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware  General  Corporation  Law (the "Delaware Law")
authorizes  a court to award,  or a  corporation's  Board of Directors to grant,
indemnity to directors and officers in terms  sufficiently  broad to permit such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").

     Section  102(b)(7) of the Delaware Law permits a corporation's  certificate
of incorporation to provide that directors of the corporation  shall be under no
liability to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director of the corporation,  except that a corporation's
certificate  of  incorporation  may not limit the liability of directors for (i)
breaches of their duty of loyalty to the corporation and its stockholders,  (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful dividends or unlawful stock repurchases
under  Section  174 of the  Delaware  Law,  or (iv)  transactions  from  which a
director derives an improper personal benefit.

     In  addition,  in response  to this Item 6, the  following  information  is
incorporated by reference: Article 10 of the Certificate of Incorporation of the
Company incorporated by reference as Exhibit 4.1 to this Registration Statement;
and  Section 1 of  Article  V of the  By-Laws  of the  Company  incorporated  by
reference as Exhibit 4.2 to this Registration Statement.

     The Company maintains a director's and officer's liability insurance policy
which indemnifies  directors and officers for certain losses arising from claims
by reason of a wrongful act, as defined therein, under certain circumstances.


<PAGE>


Item 8. Exhibits.

     4.1   Amended and  Restated  Certificate  of  Incorporation  of the Company
           (incorporated   by  reference   to  Exhibit  3.1  to  the   Company's
           Registration Statement on Form S-1 Restated (File No. 333-27035))

     4.2   Bylaws of the Company  (incorporated  by  reference to Exhibit 3.2 to
           the   Company's   Registration   Statement  on  Form  S-1  (File  No.
           333-27035))

     4.3   Form of  Common  Stock  Certificate  (incorporated  by  reference  to
           Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File
           No. 333-27035))

     5.1   Opinion of Dorsey & Whitney LLP

     23.1  Consent of Price Waterhouse LLP

     23.2  Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)

     24.1  Powers of Attorney of Officers and Directors of Schick  Technologies,
           Inc.

 Item 9. Undertakings.

     A. Post-Effective Amendments.

          The Company hereby undertakes:

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

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

               (b)  To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   Registration
                    Statement.

               (c)  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 the Registration Statement;

          provided, however, that subparagraphs (a) and (b) above will not apply
          if  the  information  required  to  be  included  in a  post-effective
          amendment by those  subparagraphs  is  contained  in periodic  reports
          filed with or furnished to the  Commission by the Company  pursuant to
          Section
                  
                                       2

<PAGE>




          13 or Section  15(d) of the  Securities  Exchange Act of 1934 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.

     B. Subsequent Documents Incorporated by Reference.

     The  Company  hereby  undertakes  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.

     C. Claims for Indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 other  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.





                                       3


<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  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 New York, State of New York, on February 24, 1998.

                                  SCHICK TECHNOLOGIES, INC.


                                  By: /s/ David B. Schick
                                      --------------------------------------
                                      David B. Schick
                                      Chairman of the Board, Chief Executive
                                      Officer

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities indicated on February 24, 1998.

        Signature                                       Title
        ---------                                       -----


/s/ David B. Schick                      Chairman of the Board,                 
------------------------------           Chief Executive Officer, Acting Chief  
     David B. Schick                     Financial Officer and Director         
                                         (Principal Executive Officer and       
                                         Acting Principal Financial and         
                                         Accounting Officer)                    
                                         

/s/ Mark I. Bane                         Director
------------------------------
          Mark I. Bane


/s/ Allen Schick, Ph.D.                  Director
------------------------------
      Allen Schick, Ph.D.


/s/ Euval S. Barrekette, Ph.D.           Director
------------------------------
   Euval S. Barrekette, Ph.D.


/s/ Jonathan Singer                      Director
------------------------------
        Jonathan Singer


/s/ Howard Wasserman D.D.S.              Director 
------------------------------
    Howard Wasserman D.D.S.


*By
   ---------------------------
         Attorney-in-fact



                                       4


<PAGE>

                                  EXHIBIT INDEX



Number
Exhibit                               Exhibit                             Page
-------                               -------                             ----

4.1       Amended and Restated  Certificate  of  Incorporation  of the
          Company  (incorporated  by  reference  to Exhibit 3.1 to the
          Company's  Registration  Statement  on Form  S-1  (File  No.
          333-27035))

4.2       Bylaws of the Company  (incorporated by reference to Exhibit
          3.2 to the  Company's  Registration  Statement  on Form  S-1
          (File No. 333-27035))

4.3       Form of Common Stock Certificate  (incorporated by reference
          to Exhibit 4.1 to the  Company's  Registration  Statement on
          Form S-1 (File No. 333-27035))

5.1       Opinion of Dorsey & Whitney LLP

23.1      Consent of Price Waterhouse LLP

23.2      Consent of Dorsey & Whitney  LLP  (included  in Exhibit  5.1
          above)

24.1      Powers of  Attorney  of  Officers  and  Directors  of Schick
          Technologies, Inc.






                                   5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16361}]
{"company-data": {"conformed-name": "SCHICK TECHNOLOGIES INC", "cik": "0001014507", "assigned-sic": "3844", "irs-number": "113374812", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46825", "film-number": "98548406"}, "business-address": {"street1": "31-00 47TH AVENUE", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11101", "phone": "7189375765"}, "mail-address": {"street1": "31-00 4TH AVE", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11101"}}
As filed with the Securities and Exchange Commission on February 24, 1998

                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                            SCHICK TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                              11-3374812
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

           31-00 47th Avenue
      Long Island City, New York                                   11101
(Address of Principal Executive Offices)                         (Zip Code)

            SCHICK TECHNOLOGIES, INC. 1996 EMPLOYEE STOCK OPTION PLAN
                                       AND
              SCHICK TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN FOR
                             NON-EMPLOYEE DIRECTORS

                            (Full title of the plans)

           Zvi N. Raskin, Esq.                                 Copy to:
            General Counsel                           Steven I. Himelstein, Esq.
        Schick Technologies, Inc.                        Dorsey & Whitney LLP
            31-00 47th Avenue                              250 Park Avenue
       Long Island City, NY 11101                            16th Floor
(Name and address of agent for service)                 New York, New York 10177

                                 (718) 937-5765
          (Telephone number, including area code, of agent for service)

                                   ----------
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                           Proposed maximum        Proposed maximum           Amount of
  Title of securities to be           Amount to be        offering price per      aggregate offering         registration
         registered                    registered              share (1)               price (1)                 fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value ......      505,400                $23.8125             $12,034,837               $3,550.28
==========================================================================================================================
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h)(1),  based  upon the  average of the high and low
     prices of the Common  Stock as  reported by the Nasdaq  National  Market on
     February 20, 1998.
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

          (1) The  Company's  final  Prospectus,  dated July 1,  1997,  filed in
     connection with the Company's  Registration Statement on Form S-1 (File No.
     333-27035);

          (2) The  description  of the Company's  Common Stock  contained in the
     Company's  Registration Statement on Form 8-A, dated June 9, 1997 (File No.
     000-22673),  and any  amendment or report filed to update such  description
     filed  subsequent to the date of this  Registration  Statement and prior to
     the termination of the offering of the Common Stock offered hereby;

          (3) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarters
     ended June 30, 1997, September 30, 1997 and December 31, 1997;

          (4) The Company's Current Report on Form 8-K filed October 9, 1997.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
subsequent  to the date  hereof  and  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  respective
dates of filing of such documents.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware  General  Corporation  Law (the "Delaware Law")
authorizes  a court to award,  or a  corporation's  Board of Directors to grant,
indemnity to directors and officers in terms  sufficiently  broad to permit such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").

     Section  102(b)(7) of the Delaware Law permits a corporation's  certificate
of incorporation to provide that directors of the corporation  shall be under no
liability to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director of the corporation,  except that a corporation's
certificate  of  incorporation  may not limit the liability of directors for (i)
breaches of their duty of loyalty to the corporation and its stockholders,  (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful dividends or unlawful stock repurchases
under  Section  174 of the  Delaware  Law,  or (iv)  transactions  from  which a
director derives an improper personal benefit.

     In  addition,  in response  to this Item 6, the  following  information  is
incorporated by reference: Article 10 of the Certificate of Incorporation of the
Company incorporated by reference as Exhibit 4.1 to this Registration Statement;
and  Section 1 of  Article  V of the  By-Laws  of the  Company  incorporated  by
reference as Exhibit 4.2 to this Registration Statement.

     The Company maintains a director's and officer's liability insurance policy
which indemnifies  directors and officers for certain losses arising from claims
by reason of a wrongful act, as defined therein, under certain circumstances.
Item 8. Exhibits.

     4.1   Amended and  Restated  Certificate  of  Incorporation  of the Company
           (incorporated   by  reference   to  Exhibit  3.1  to  the   Company's
           Registration Statement on Form S-1 Restated (File No. 333-27035))

     4.2   Bylaws of the Company  (incorporated  by  reference to Exhibit 3.2 to
           the   Company's   Registration   Statement  on  Form  S-1  (File  No.
           333-27035))

     4.3   Form of  Common  Stock  Certificate  (incorporated  by  reference  to
           Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File
           No. 333-27035))

     5.1   Opinion of Dorsey & Whitney LLP

     23.1  Consent of Price Waterhouse LLP

     23.2  Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)

     24.1  Powers of Attorney of Officers and Directors of Schick  Technologies,
           Inc.

 Item 9. Undertakings.

     A. Post-Effective Amendments.

          The Company hereby undertakes:

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

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

               (b)  To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   Registration
                    Statement.

               (c)  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 the Registration Statement;

          provided, however, that subparagraphs (a) and (b) above will not apply
          if  the  information  required  to  be  included  in a  post-effective
          amendment by those  subparagraphs  is  contained  in periodic  reports
          filed with or furnished to the  Commission by the Company  pursuant to
          Section
                  
                                       2
13 or Section  15(d) of the  Securities  Exchange Act of 1934 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.

     B. Subsequent Documents Incorporated by Reference.

     The  Company  hereby  undertakes  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.

     C. Claims for Indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 other  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.

                                       3
SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  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 New York, State of New York, on February 24, 1998.

                                  SCHICK TECHNOLOGIES, INC.

                                  By: /s/ David B. Schick
                                      --------------------------------------
                                      David B. Schick
                                      Chairman of the Board, Chief Executive
                                      Officer

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities indicated on February 24, 1998.

        Signature                                       Title
        ---------                                       -----

/s/ David B. Schick                      Chairman of the Board,                 
------------------------------           Chief Executive Officer, Acting Chief  
     David B. Schick                     Financial Officer and Director         
                                         (Principal Executive Officer and       
                                         Acting Principal Financial and         
                                         Accounting Officer)                    
                                         

/s/ Mark I. Bane                         Director
------------------------------
          Mark I. Bane

/s/ Allen Schick, Ph.D.                  Director
------------------------------
      Allen Schick, Ph.D.

/s/ Euval S. Barrekette, Ph.D.           Director
------------------------------
   Euval S. Barrekette, Ph.D.

/s/ Jonathan Singer                      Director
------------------------------
        Jonathan Singer

/s/ Howard Wasserman D.D.S.              Director 
------------------------------
    Howard Wasserman D.D.S.

*By
   ---------------------------
         Attorney-in-fact

                                       4
EXHIBIT INDEX

Number
Exhibit                               Exhibit                             Page
-------                               -------                             ----

4.1       Amended and Restated  Certificate  of  Incorporation  of the
          Company  (incorporated  by  reference  to Exhibit 3.1 to the
          Company's  Registration  Statement  on Form  S-1  (File  No.
          333-27035))

4.2       Bylaws of the Company  (incorporated by reference to Exhibit
          3.2 to the  Company's  Registration  Statement  on Form  S-1
          (File No. 333-27035))

4.3       Form of Common Stock Certificate  (incorporated by reference
          to Exhibit 4.1 to the  Company's  Registration  Statement on
          Form S-1 (File No. 333-27035))

5.1       Opinion of Dorsey & Whitney LLP

23.1      Consent of Price Waterhouse LLP

23.2      Consent of Dorsey & Whitney  LLP  (included  in Exhibit  5.1
          above)

24.1      Powers of  Attorney  of  Officers  and  Directors  of Schick
          Technologies, Inc.

                                   5