As filed with the Securities and Exchange Commission on October 1, 2003
Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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


                         SPECTRUM ORGANIC PRODUCTS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       California                                         94-3076294
 ----------------------                      ----------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)


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


                       5341 Old Redwood Highway, Suite 400
                           Petaluma, California 94954
                     --------------------------------------
                    (Address of principal executive offices)


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


                             1995 Stock Option Plan
                             -----------------------
                            (Full title of the plans)


                   Jethren P. Phillips, Chairman of the Board
                       5341 Old Redwood Highway, Suite 400
                           Petaluma, California 94954
                                 (707) 778-8900
            --------------------------------------------------------
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


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

                                   Copies to:
                           Susan Cooper Philpot, Esq.
                               COOLEY GODWARD LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000

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

<PAGE>
<TABLE>
<CAPTION>



                         CALCULATION OF REGISTRATION FEE
============================ ========================= ========================== ========================= ========================
                                                           Proposed Maximum           Proposed Maximum
    Title of Securities                                        Offering                  Aggregate                 Amount of
     to be Registered        Amount to be Registered      Price per Share (1)        Offering Price (1)         Registration Fee
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
<S>                              <C>                             <C>                     <C>                        <C>
       Common Stock              2,500,000 shares                $0.71                   $1,775,000                 $143.60
     without par value
============================ ========================= ========================== ========================= ========================

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h). The price per share and aggregate
     offering price are based upon the average of the high and low prices of
     Registrant's Common Stock on September 26, 2003 as reported on the NASD OTC
     Bulletin Board.

                                       2.
</TABLE>

<PAGE>


    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE OF REGISTRATION STATEMENT
                             FORM S-8 NO. 333-44796



     The contents of Registration Statement on Form S-8 No. 333-44796 filed with
the Securities and Exchange Commission on August 30, 2000 are incorporated by
reference.

                                       3.

<PAGE>


                                    EXHIBITS


Exhibit
Number

  5            Opinion of Cooley Godward LLP

 23.1          Consent of BDO Seidman, LLP

 23.2          Consent of Cooley Godward LLP is contained in Exhibit 5 to this
               Registration Statement

 24            Power of Attorney is contained on the signature pages.

 99.1          1995 Stock Option Plan, as amended as of November 6, 2002.

 99.2          Incentive Stock Option Agreement and  Nonqualified  Stock Option
               Agreement used in connection with the 1995 Stock Option Plan.

                                       4.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Petaluma, State of California, on September 29, 2003.


                                            SPECTRUM ORGANIC PRODUCTS, INC.


                                            By:  /s/  Jethren P. Phillips
                                               --------------------------------
                                                      JETHREN P. PHILLIPS

                                            Title:  Chairman of the Board
                                                  -----------------------------




                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jethren P. Phillips and Robert B. Fowles,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, 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, 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
connection therewith, 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 their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

                                       5.

<PAGE>


     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

/s/  Jethren P. Phillips          Chairman of the Board of    September 29, 2003
-----------------------------     Directors
     JETHREN P. PHILLIPS

/s/  Neil G. Blomquist            President and Chief         September 29, 2003
-----------------------------     Executive Officer,
     NEIL G. BLOMQUIST            Director


/s/  Robert B. Fowles             Chief Financial Officer     September 29, 2003
-----------------------------     and Secretary (Principal
     ROBERT B. FOWLES             Financial Officer)


/s/  Larry D. Lawton              Controller (Principal       September 29, 2003
-----------------------------     Accounting Officer)
     LARRY D. LAWTON


/s/  John R. Battendieri          Director                    September 29, 2003
-----------------------------
     JOHN R. BATTENDIERI


/s/  Charles A. Lynch             Director                    September 29, 2003
-----------------------------
     CHARLES A. LYNCH


/s/  Phillip L. Moore             Director                    September 29, 2003
-----------------------------
     PHILLIP L. MOORE


/s/  Thomas B. Simone             Director                    September 29, 2003
-----------------------------
     THOMAS B. SIMONE


/s/  Conrad W. Hewitt             Director                    September 29, 2003
-----------------------------
     CONRAD W. HEWITT

                                       6.

<PAGE>


                                EXHIBIT INDEX


Exhibit
Number              Description

  5                 Opinion of Cooley Godward LLP

 23.1               Consent of BDO Seidman, LLP

 23.2               Consent of Cooley Godward LLP is contained in
                    Exhibit 5 to this Registration Statement

 24                 Power of Attorney is contained on the signature
                    pages.

 99.1               1995 Stock Option Plan, as amended as of
                    November 6, 2002.

 99.2               Incentive Stock Option Agreement and Nonqualified
                    Stock Option Agreement used in connection with the
                    1995 Stock Option Plan.

                                       7.
[{"type": "S-8", "sequence": "1", "filename": "spectrums8-093003.txt", "description": "DATED 09-30-03", "secsgml_size_bytes": 9294}]
{"company-data": {"conformed-name": "SPECTRUM ORGANIC PRODUCTS INC", "cik": "0001034992", "assigned-sic": "2033", "irs-number": "943076294", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109342", "film-number": "03919712"}, "business-address": {"street1": "133 COPELAND ST", "city": "PETALUMA", "state": "CA", "zip": "94952", "phone": "7077788900"}, "mail-address": {"street1": "133", "street2": "COPELAND STREET", "city": "PETALUMA", "state": "CA", "zip": "94952"}, "former-company": {"former-conformed-name": "ORGANIC FOOD PRODUCTS INC", "date-changed": "19970304"}}
As filed with the Securities and Exchange Commission on October 1, 2003
Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                         SPECTRUM ORGANIC PRODUCTS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       California                                         94-3076294
 ----------------------                      ----------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

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

                       5341 Old Redwood Highway, Suite 400
                           Petaluma, California 94954
                     --------------------------------------
                    (Address of principal executive offices)

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

                             1995 Stock Option Plan
                             -----------------------
                            (Full title of the plans)

                   Jethren P. Phillips, Chairman of the Board
                       5341 Old Redwood Highway, Suite 400
                           Petaluma, California 94954
                                 (707) 778-8900
            --------------------------------------------------------
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                           Susan Cooper Philpot, Esq.
                               COOLEY GODWARD LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000

                                 --------------
CALCULATION OF REGISTRATION FEE
============================ ========================= ========================== ========================= ========================
                                                           Proposed Maximum           Proposed Maximum
    Title of Securities                                        Offering                  Aggregate                 Amount of
     to be Registered        Amount to be Registered      Price per Share (1)        Offering Price (1)         Registration Fee
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Common Stock              2,500,000 shares                $0.71                   $1,775,000                 $143.60
     without par value
============================ ========================= ========================== ========================= ========================

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h). The price per share and aggregate
     offering price are based upon the average of the high and low prices of
     Registrant's Common Stock on September 26, 2003 as reported on the NASD OTC
     Bulletin Board.

                                       2.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE OF REGISTRATION STATEMENT
                             FORM S-8 NO. 333-44796

     The contents of Registration Statement on Form S-8 No. 333-44796 filed with
the Securities and Exchange Commission on August 30, 2000 are incorporated by
reference.

                                       3.
EXHIBITS

Exhibit
Number

  5            Opinion of Cooley Godward LLP

 23.1          Consent of BDO Seidman, LLP

 23.2          Consent of Cooley Godward LLP is contained in Exhibit 5 to this
               Registration Statement

 24            Power of Attorney is contained on the signature pages.

 99.1          1995 Stock Option Plan, as amended as of November 6, 2002.

 99.2          Incentive Stock Option Agreement and  Nonqualified  Stock Option
               Agreement used in connection with the 1995 Stock Option Plan.

                                       4.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Petaluma, State of California, on September 29, 2003.

                                            SPECTRUM ORGANIC PRODUCTS, INC.

                                            By:  /s/  Jethren P. Phillips
                                               --------------------------------
                                                      JETHREN P. PHILLIPS

                                            Title:  Chairman of the Board
                                                  -----------------------------

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jethren P. Phillips and Robert B. Fowles,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, 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, 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
connection therewith, 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 their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

                                       5.
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

/s/  Jethren P. Phillips          Chairman of the Board of    September 29, 2003
-----------------------------     Directors
     JETHREN P. PHILLIPS

/s/  Neil G. Blomquist            President and Chief         September 29, 2003
-----------------------------     Executive Officer,
     NEIL G. BLOMQUIST            Director

/s/  Robert B. Fowles             Chief Financial Officer     September 29, 2003
-----------------------------     and Secretary (Principal
     ROBERT B. FOWLES             Financial Officer)

/s/  Larry D. Lawton              Controller (Principal       September 29, 2003
-----------------------------     Accounting Officer)
     LARRY D. LAWTON

/s/  John R. Battendieri          Director                    September 29, 2003
-----------------------------
     JOHN R. BATTENDIERI

/s/  Charles A. Lynch             Director                    September 29, 2003
-----------------------------
     CHARLES A. LYNCH

/s/  Phillip L. Moore             Director                    September 29, 2003
-----------------------------
     PHILLIP L. MOORE

/s/  Thomas B. Simone             Director                    September 29, 2003
-----------------------------
     THOMAS B. SIMONE

/s/  Conrad W. Hewitt             Director                    September 29, 2003
-----------------------------
     CONRAD W. HEWITT

                                       6.
EXHIBIT INDEX

Exhibit
Number              Description

  5                 Opinion of Cooley Godward LLP

 23.1               Consent of BDO Seidman, LLP

 23.2               Consent of Cooley Godward LLP is contained in
                    Exhibit 5 to this Registration Statement

 24                 Power of Attorney is contained on the signature
                    pages.

 99.1               1995 Stock Option Plan, as amended as of
                    November 6, 2002.

 99.2               Incentive Stock Option Agreement and Nonqualified
                    Stock Option Agreement used in connection with the
                    1995 Stock Option Plan.

                                       7.