<PAGE>
<PAGE>



      As filed with the Securities and Exchange Commission on June 12, 1996
                                            Registration Statement No. 333-     
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

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

                         The General Chemical Group Inc.
             (Exact name of Registrant as specified in its charter)


         Delaware                                    02-0423437
  (State of incorporation)              (I.R.S. Employer Identification Number)

                                  Liberty Lane
                          Hampton, New Hampshire 03842
                                 (603) 929-2606

   (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                         The General Chemical Group Inc.
                 Restricted Unit Plan for Non-Employee Directors

                         The General Chemical Group Inc.
                      1996 Stock Option and Incentive Plan

                         The General Chemical Group Inc.
                              Restricted Unit Plan

                            (Full Title of the Plans)

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

                              Edward J. Waite, III
                  Vice President, General Counsel and Secretary
                          General Chemical Corporation
                               90 East Halsey Road
                          Parsippany, New Jersey 07054
                                 (201) 515-0900

        (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

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

                                 With copies to:

                             Raymond C. Zemlin, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================

 Title of Securities to be          Amount to be        Proposed Maximum Offering  Proposed Maximum Aggregate       Amount of
         Registered                Registered (1)            Price Per Share             Offering Price         Registration Fee
==================================================================================================================================
<S>                                  <C>                        <C>                      <C>                       <C> 
Common Stock                         3,100,000                  $18.75(2)                $58,125,000(2)            $20,043.10

==================================================================================================================================
</TABLE>

(1)  Plus such  additional  number of shares as may be required  pursuant to The
     General   Chemical  Group  Inc.   Restricted  Unit  Plan  for  Non-Employee
     Directors,  The General Chemical Group Inc. 1996 Stock Option and Incentive
     Plan and The General Chemical Group Inc.  Restricted Unit Plan in the event
     of a stock dividend,  reverse stock split,  split-up,  recapitalization  or
     other similar event or forfeited under the terms of the Plans.

(2)  This  estimate is based on the average of the high and low sales  prices of
     the common  stock of The General  Chemical  Group Inc.,  par value $.01 per
     share, as reported on the New York Stock Exchange on June 7, 1996, pursuant
     to Rule 457(c) and (h) under the  Securities  Act,  solely for  purposes of
     determining the registration fee.

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


<PAGE>
 
<PAGE>




                                     PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*


          * Information  required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities  Act") and the
Introductory Note to Part I of Form S-8.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The General Chemical Group Inc. (the "Company") hereby incorporates by
reference the documents  listed in (a) through (c) below,  which have previously
been filed with the Securities and Exchange Commission (the "SEC").

          (a)  The  Company's  final  prospectus,  filed with the SEC on May 16,
               1996 pursuant to Rule 424(b) of the Securities Act;

          (b)  All other  reports filed with the SEC since May 16, 1996 pursuant
               to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
               as amended, (the "Exchange Act"); and

          (c)  The  description of the Company's  Common Stock  contained in its
               Registration Statement on Form 8-A, filed with the SEC on October
               15, 1994,  as amended,  under  Section 12 of the Exchange Act and
               any  amendments or reports filed for the purpose of updating such
               description.

          In  addition,  all  documents  subsequently  filed with the SEC by the
Company  pursuant to Sections  13(a) and 13(c),  Section 14 and Section 15(d) of
the Exchange Act, prior to the filing of a post-effective  amendment hereto that
indicates  that  all  securities  offered  hereunder  have  been  sold  or  that
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

          Any  statement   contained  in  a  document   incorporated  or  deemed
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes  hereof to the extent that a statement  contained  herein or in any
other  subsequently  filed document which also is  incorporated  or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

          Subsection  (a) of Section 145 of the General  Corporation  Law of the
State of Delaware (the "GCLD")  empowers a  corporation  to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him or her in connection  with such action,
suit or  proceeding  if he or she acted in good faith and in a manner that he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  Under  subsection
(a) the  termination  of any action,  suit or  proceeding  by  judgment,  order,
settlement,  conviction  or upon a plea of nolo  contendere  or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed to the best



<PAGE>
 
<PAGE>



interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause  to  believe  that  his  or  her conduct was
unlawful.

          Subsection  (b) of Section 145 of the GCLD empowers a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which  such  person  shall  have been  found to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

          Subsection  (d) of  Section  145 of the GCLD  permits  indemnification
under  subsections (a) and (b) of Section 145 only if authorized in the specific
case following a determination that the individual seeking  indemnification  has
met  the  standard  of  conduct  required  by the  applicable  subsection.  Such
determination  shall be made (1) by a majority vote of the directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(2) if  there  are no  such  directors,  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion, or (3) by the stockholders.

          Section 145 further  provides that to the extent a director or officer
of a  corporation  has been  successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of Section
145 in the  defense of any claim,  issue or matter  therein,  he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection  therewith;  that indemnification  provided
for by Section 145 shall not be deemed  exclusive  of any other  rights to which
the  indemnified  party may be entitled;  that  indemnification  provided for by
Section 145 shall,  unless  otherwise  provided  when  authorized  or  ratified,
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall  inure to the  benefit of such  person's  heirs,  executors  and
administrators;  and that the corporation has the power to purchase and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her and  incurred by him or her in any such
capacity,  or  arising  out of his or her  status  as  such  whether  or not the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities under Section 145.

          The  Amended  and  Restated  By-laws of the  Company  (the  "By-laws")
provide  that  directors  and  officers  of the  Company  shall  be,  and at the
discretion of the Board of Directors  non-officer  employees may be, indemnified
by the Company to the fullest extent authorized by GCLD, as it now exists or may
in the future be  amended,  against  all  expenses  and  liabilities  reasonably
incurred in connection  with service for or on behalf of the Company and further
permits the advancing of expenses incurred in defending  claims.  The By-laws of
the  Company  also  provide  that  the  right  of  directors   and  officers  to
indemnification  shall be a  contract  right and shall not be  exclusive  of any
other right now  possessed or hereafter  acquired  under any By-law,  agreement,
vote of stockholders or otherwise.

          Section   102(b)(7)  of  the  GCLD  provides  that  a  certificate  of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director  provided that such provision
shall not  eliminate or limit the  liability of a director (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 which involve intentional misconduct or a
knowing  violation of law,  (iii) under Section 174 of the GCLD, or (iv) for any
transaction from which the director derived an improper personal benefit.

          The Amended and Restated  Certificate of  Incorporation of the Company
contains a  provision  that  generally  eliminates  the  personal  liability  of
directors for monetary  damages for breaches of their fiduciary duty,  including
breaches  involving  negligence or gross  negligence  in business  combinations,
unless the  director  has  breached  his duty of loyalty,  failed to act in good
faith, engaged in intentional misconduct or a knowing a violation of law, paid a
dividend or approved a stock  repurchase in violation of the GCLD or obtained am
improper personal benefit.

          The Company  carries  directors'  and  officers'  liability  insurance
covering its directors and officers.


Item 7.   Exemption from Registration Claimed.

          Not Applicable.




                                       2

<PAGE>
 
<PAGE>




Item 8.   Exhibits.

          The following is a complete list of exhibits filed or  incorporated by
reference as part of this registration statement:

         +4.1  Amended and Restated  Certificate of Incorporation of The General
               Chemical Group Inc.

         +4.2  Amended and Restated By-Laws of The General Chemical Group Inc.

          5.1  Opinion of Goodwin,  Procter & Hoar LLP as to the legality of the
               securities being registered.

         23.1  Consent of Goodwin, Procter & Hoar LLP (included in their opinion
               filed as Exhibit 5.1 hereto).

         23.2  Consent of Deloitte & Touche LLP, Independent Accountants.

         24.1  Power  of  Attorney  (included  on the  signature  page  of  this
               registration statement).

- ----------

+    Incorporated by reference to the relevant  exhibit to The General  Chemical
     Group Inc. Registration  Statement on Form S-1 (File No. 33-83766) as filed
     with the SEC on March 15, 1996.


Item 9.   Undertakings.

          (a) The undersigned registrant hereby undertakes:

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

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

                   (ii)     To  reflect  in the  prospectus  any facts or events
                            arising after the effective date of the registration
                            statement   (or  the  most   recent   post-effective
                            amendment  thereof)  which,  individually  or in the
                            aggregate,  represent  a  fundamental  change in the
                            information set forth in the registration statement.
                            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 and 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 20 percent
                            change in the maximum  aggregate  offering price set
                            forth in the "Calculation of Registration Fee" table
                            in the effective registration statement; and

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

          provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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  undersigned
          registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in the 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; and

               (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)    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 the registration  statement shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.



                                       3

<PAGE>
 
<PAGE>



          (c)    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 foregoing
               provisions, or otherwise, the registrant has been advised that in
               the  opinion of the SEC 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,  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>
 
<PAGE>



                                   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 Parsippany,  State of New Jersey on this 16th day of
May 1996.

                                       THE GENERAL CHEMICAL GROUP INC.



                                                     Ralph M. Passino
                                       By: _____________________________________
                                                   Ralph M. Passino
                                            Vice President and Chief Financial
                                                      Officer


                                POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS,  that we, the  undersigned  officers and
directors of The General Chemical Group Inc. hereby  severally  constitute Ralph
M. Passino, Stewart A. Fisher and Kevin J. O'Connor, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement  filed  herewith  and  any  and all  amendments  to said  Registration
Statement  (or any  registration  statement  for the same offering that is to be
effective upon filing  pursuant to Rule 462(b) under the Securities Act of 1933,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and conforming our  signatures as they may be signed by our said  attorneys,  or
any of them, to said Registration Statement and any and all amendments thereto.

        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 date indicated.

<TABLE>
<CAPTION>

          SIGNATURE                                        CAPACITY                                  DATE
          ---------                                        --------                                  ----
<S>                                                 <C>                                             <C>
Paul M. Montrone                                    Chairman of the Board of Directors              May 16, 1996
__________________________________
     Paul M. Montrone



Richard R. Russell                                 Director, President and Chief Executive          May 16, 1996
__________________________________                   Officer (Principal Executive Officer)
       Richard R. Russell



Ralph M. Passino                                   Vice President and Chief Financial Officer       May 16, 1996
__________________________________                   (Principal Financial and Accounting
        Ralph M. Passino                              Officer)


Paul M. Meister                                    Director                                         May 16, 1996
__________________________________
        Paul M. Meister


</TABLE>



                                       5


<PAGE>
 
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit No.                                          Description                                                       Page*
- ----------                                           -------------                                                     -----
<C>               <S>                                                                                                  <C>
     +3.1         Amended and Restated Certificate of Incorporation of The General Chemical Group, Inc.
     +3.2         Amended and Restated By-Laws of The General Chemical Group, Inc.
      5.1         Opinion of Goodwin, Procter & Hoar  LLP as to the legality of the securities being registered.
     23.1         Consent of Goodwin, Procter & Hoar  LLP (included in their opinion filed as Exhibit 5.1 hereto)
     23.2         Consent of Deloitte & Touche LLP, Independent Accountants.
     24.1         Powers of Attorney (included on the signature page of this registration statement).


</TABLE>

- ----------

*    Refers to sequentially numbered copy.

+    Incorporated by reference to the relevant  exhibit to The General  Chemical
     Group Inc. Registration  Statement on Form S-1 (File No. 33-83766) as filed
     with the SEC on March 15, 1996.



<PAGE>
[{"type": "S-8", "sequence": "1", "description": "THE GENERAL CHEMICAL GROUP, INC. S-8", "secsgml_size_bytes": 26378}]
{"company-data": {"conformed-name": "GENERAL CHEMICAL GROUP INC", "cik": "0000929697", "assigned-sic": "2810", "irs-number": "020423437", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05765", "film-number": "96579832"}, "business-address": {"street1": "LIBERTY LANE", "city": "HAMPTON", "state": "NH", "zip": "03842", "phone": "6039292606"}, "mail-address": {"street1": "LIBERY LANE", "city": "HAMPTON", "state": "NH", "zip": "03842"}}
As filed with the Securities and Exchange Commission on June 12, 1996
                                            Registration Statement No. 333-     
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

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

                         The General Chemical Group Inc.
             (Exact name of Registrant as specified in its charter)

         Delaware                                    02-0423437
  (State of incorporation)              (I.R.S. Employer Identification Number)

                                  Liberty Lane
                          Hampton, New Hampshire 03842
                                 (603) 929-2606

   (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                         The General Chemical Group Inc.
                 Restricted Unit Plan for Non-Employee Directors

                         The General Chemical Group Inc.
                      1996 Stock Option and Incentive Plan

                         The General Chemical Group Inc.
                              Restricted Unit Plan

                            (Full Title of the Plans)

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

                              Edward J. Waite, III
                  Vice President, General Counsel and Secretary
                          General Chemical Corporation
                               90 East Halsey Road
                          Parsippany, New Jersey 07054
                                 (201) 515-0900

        (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

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

                                 With copies to:

                             Raymond C. Zemlin, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================

 Title of Securities to be          Amount to be        Proposed Maximum Offering  Proposed Maximum Aggregate       Amount of
         Registered                Registered (1)            Price Per Share             Offering Price         Registration Fee
==================================================================================================================================
Common Stock                         3,100,000                  $18.75(2)                $58,125,000(2)            $20,043.10

==================================================================================================================================
(1)  Plus such  additional  number of shares as may be required  pursuant to The
     General   Chemical  Group  Inc.   Restricted  Unit  Plan  for  Non-Employee
     Directors,  The General Chemical Group Inc. 1996 Stock Option and Incentive
     Plan and The General Chemical Group Inc.  Restricted Unit Plan in the event
     of a stock dividend,  reverse stock split,  split-up,  recapitalization  or
     other similar event or forfeited under the terms of the Plans.

(2)  This  estimate is based on the average of the high and low sales  prices of
     the common  stock of The General  Chemical  Group Inc.,  par value $.01 per
     share, as reported on the New York Stock Exchange on June 7, 1996, pursuant
     to Rule 457(c) and (h) under the  Securities  Act,  solely for  purposes of
     determining the registration fee.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

          * Information  required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities  Act") and the
Introductory Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The General Chemical Group Inc. (the "Company") hereby incorporates by
reference the documents  listed in (a) through (c) below,  which have previously
been filed with the Securities and Exchange Commission (the "SEC").

          (a)  The  Company's  final  prospectus,  filed with the SEC on May 16,
               1996 pursuant to Rule 424(b) of the Securities Act;

          (b)  All other  reports filed with the SEC since May 16, 1996 pursuant
               to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
               as amended, (the "Exchange Act"); and

          (c)  The  description of the Company's  Common Stock  contained in its
               Registration Statement on Form 8-A, filed with the SEC on October
               15, 1994,  as amended,  under  Section 12 of the Exchange Act and
               any  amendments or reports filed for the purpose of updating such
               description.

          In  addition,  all  documents  subsequently  filed with the SEC by the
Company  pursuant to Sections  13(a) and 13(c),  Section 14 and Section 15(d) of
the Exchange Act, prior to the filing of a post-effective  amendment hereto that
indicates  that  all  securities  offered  hereunder  have  been  sold  or  that
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

          Any  statement   contained  in  a  document   incorporated  or  deemed
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes  hereof to the extent that a statement  contained  herein or in any
other  subsequently  filed document which also is  incorporated  or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

          Subsection  (a) of Section 145 of the General  Corporation  Law of the
State of Delaware (the "GCLD")  empowers a  corporation  to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him or her in connection  with such action,
suit or  proceeding  if he or she acted in good faith and in a manner that he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  Under  subsection
(a) the  termination  of any action,  suit or  proceeding  by  judgment,  order,
settlement,  conviction  or upon a plea of nolo  contendere  or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause  to  believe  that  his  or  her conduct was
unlawful.

          Subsection  (b) of Section 145 of the GCLD empowers a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which  such  person  shall  have been  found to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

          Subsection  (d) of  Section  145 of the GCLD  permits  indemnification
under  subsections (a) and (b) of Section 145 only if authorized in the specific
case following a determination that the individual seeking  indemnification  has
met  the  standard  of  conduct  required  by the  applicable  subsection.  Such
determination  shall be made (1) by a majority vote of the directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(2) if  there  are no  such  directors,  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion, or (3) by the stockholders.

          Section 145 further  provides that to the extent a director or officer
of a  corporation  has been  successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of Section
145 in the  defense of any claim,  issue or matter  therein,  he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection  therewith;  that indemnification  provided
for by Section 145 shall not be deemed  exclusive  of any other  rights to which
the  indemnified  party may be entitled;  that  indemnification  provided for by
Section 145 shall,  unless  otherwise  provided  when  authorized  or  ratified,
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall  inure to the  benefit of such  person's  heirs,  executors  and
administrators;  and that the corporation has the power to purchase and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her and  incurred by him or her in any such
capacity,  or  arising  out of his or her  status  as  such  whether  or not the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities under Section 145.

          The  Amended  and  Restated  By-laws of the  Company  (the  "By-laws")
provide  that  directors  and  officers  of the  Company  shall  be,  and at the
discretion of the Board of Directors  non-officer  employees may be, indemnified
by the Company to the fullest extent authorized by GCLD, as it now exists or may
in the future be  amended,  against  all  expenses  and  liabilities  reasonably
incurred in connection  with service for or on behalf of the Company and further
permits the advancing of expenses incurred in defending  claims.  The By-laws of
the  Company  also  provide  that  the  right  of  directors   and  officers  to
indemnification  shall be a  contract  right and shall not be  exclusive  of any
other right now  possessed or hereafter  acquired  under any By-law,  agreement,
vote of stockholders or otherwise.

          Section   102(b)(7)  of  the  GCLD  provides  that  a  certificate  of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director  provided that such provision
shall not  eliminate or limit the  liability of a director (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 which involve intentional misconduct or a
knowing  violation of law,  (iii) under Section 174 of the GCLD, or (iv) for any
transaction from which the director derived an improper personal benefit.

          The Amended and Restated  Certificate of  Incorporation of the Company
contains a  provision  that  generally  eliminates  the  personal  liability  of
directors for monetary  damages for breaches of their fiduciary duty,  including
breaches  involving  negligence or gross  negligence  in business  combinations,
unless the  director  has  breached  his duty of loyalty,  failed to act in good
faith, engaged in intentional misconduct or a knowing a violation of law, paid a
dividend or approved a stock  repurchase in violation of the GCLD or obtained am
improper personal benefit.

          The Company  carries  directors'  and  officers'  liability  insurance
covering its directors and officers.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

                                       2
Item 8.   Exhibits.

          The following is a complete list of exhibits filed or  incorporated by
reference as part of this registration statement:

         +4.1  Amended and Restated  Certificate of Incorporation of The General
               Chemical Group Inc.

         +4.2  Amended and Restated By-Laws of The General Chemical Group Inc.

          5.1  Opinion of Goodwin,  Procter & Hoar LLP as to the legality of the
               securities being registered.

         23.1  Consent of Goodwin, Procter & Hoar LLP (included in their opinion
               filed as Exhibit 5.1 hereto).

         23.2  Consent of Deloitte & Touche LLP, Independent Accountants.

         24.1  Power  of  Attorney  (included  on the  signature  page  of  this
               registration statement).

- ----------

+    Incorporated by reference to the relevant  exhibit to The General  Chemical
     Group Inc. Registration  Statement on Form S-1 (File No. 33-83766) as filed
     with the SEC on March 15, 1996.

Item 9.   Undertakings.

          (a) The undersigned registrant hereby undertakes:

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

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

                   (ii)     To  reflect  in the  prospectus  any facts or events
                            arising after the effective date of the registration
                            statement   (or  the  most   recent   post-effective
                            amendment  thereof)  which,  individually  or in the
                            aggregate,  represent  a  fundamental  change in the
                            information set forth in the registration statement.
                            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 and 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 20 percent
                            change in the maximum  aggregate  offering price set
                            forth in the "Calculation of Registration Fee" table
                            in the effective registration statement; and

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

          provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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  undersigned
          registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in the 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; and

               (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)    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 the registration  statement shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

                                       3
(c)    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 foregoing
               provisions, or otherwise, the registrant has been advised that in
               the  opinion of the SEC 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,  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
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 Parsippany,  State of New Jersey on this 16th day of
May 1996.

                                       THE GENERAL CHEMICAL GROUP INC.

                                                     Ralph M. Passino
                                       By: _____________________________________
                                                   Ralph M. Passino
                                            Vice President and Chief Financial
                                                      Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that we, the  undersigned  officers and
directors of The General Chemical Group Inc. hereby  severally  constitute Ralph
M. Passino, Stewart A. Fisher and Kevin J. O'Connor, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement  filed  herewith  and  any  and all  amendments  to said  Registration
Statement  (or any  registration  statement  for the same offering that is to be
effective upon filing  pursuant to Rule 462(b) under the Securities Act of 1933,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and conforming our  signatures as they may be signed by our said  attorneys,  or
any of them, to said Registration Statement and any and all amendments thereto.

        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 date indicated.
SIGNATURE                                        CAPACITY                                  DATE
          ---------                                        --------                                  ----
Paul M. Montrone                                    Chairman of the Board of Directors              May 16, 1996
__________________________________
     Paul M. Montrone

Richard R. Russell                                 Director, President and Chief Executive          May 16, 1996
__________________________________                   Officer (Principal Executive Officer)
       Richard R. Russell

Ralph M. Passino                                   Vice President and Chief Financial Officer       May 16, 1996
__________________________________                   (Principal Financial and Accounting
        Ralph M. Passino                              Officer)

Paul M. Meister                                    Director                                         May 16, 1996
__________________________________
        Paul M. Meister
5
EXHIBIT INDEX
Exhibit No.                                          Description                                                       Page*
- ----------                                           -------------                                                     -----
+3.1         Amended and Restated Certificate of Incorporation of The General Chemical Group, Inc.
     +3.2         Amended and Restated By-Laws of The General Chemical Group, Inc.
      5.1         Opinion of Goodwin, Procter & Hoar  LLP as to the legality of the securities being registered.
     23.1         Consent of Goodwin, Procter & Hoar  LLP (included in their opinion filed as Exhibit 5.1 hereto)
     23.2         Consent of Deloitte & Touche LLP, Independent Accountants.
     24.1         Powers of Attorney (included on the signature page of this registration statement).
- ----------

*    Refers to sequentially numbered copy.

+    Incorporated by reference to the relevant  exhibit to The General  Chemical
     Group Inc. Registration  Statement on Form S-1 (File No. 33-83766) as filed
     with the SEC on March 15, 1996.