<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                WYANT CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    New York
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   11-2236837
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

100 Readington Road, P.O. Box 8609, Somerville, NJ      08876
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

                  Wyant Corporation 1991 Stock Option Plan and
                   Wyant Corporation 1997 Stock Incentive Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

             John C. Zisko, Assistant Secretary, Wyant Corporation,
            100 Readington Road, P.O. Box 8609, Somerville, NJ 08876
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)


                                 (908) 707-1800
--------------------------------------------------------------------------------
          Telephone Number, Including Area Code, of Agent for Service.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                         Proposed                 Proposed
        Title of                                          Maximum                  Maximum                     Amount
       Securities                  Amount                Offering                 Aggregate                      of
          to be                     to be                Price Per                Offering                  Registration
       Registered                Registered                Share                    Price                        Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                    <C>                   <C>                          <C>       
         Common                                                 *                         *
          Stock
       (par value                  550,000                $5.50                 $3,025,000                    $916.67
       $0.01 per
         share)

================================================================================================================================
</TABLE>
 *Of the 550,000 shares available under the Plans, as of the date hereof,
options with respect to an aggregate of 396,000 shares have been issued and
154,000 shares remain available for the grant of


<PAGE>



future awards. The proposed maximum offering price listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
and represents the sum of (i) the aggregate exercise price of all options
granted to date under the Plans plus (ii) the product of the remaining shares
available under the Plans multiplied by a per share price of $5.50, the last
sale price per share as reported by the Nasdaq National Market System on March
19, 1997.


                                        2



<PAGE>




                                     Part II
               Information Required in the Registration Statement


Item 3.           Incorporation of Documents by Reference

         The following documents are incorporated by reference in this
registration statement:

                  (a) The Registrant's annual report on Form 10-K and on Form
         10-K/A for the fiscal year ended December 31, 1995, and the
         Registrant's quarterly reports on Form 10-Q for the quarters ended
         March 31, 1996, June 30, 1996 and September 30, 1996 and on Form 10-Q/A
         for the quarter ended September 30, 1996;

                  (b) The description of the Registrant's Common Stock contained
         in a registration statement of the Registrant filed under the
         Securities Exchange Act of 1934 (the "Exchange Act"), including any
         amendment or report filed for the purpose of updating such description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities covered hereby then remaining unsold, shall be deemed to be
incorporated by reference in and made a part of this Registration Statement from
the respective dates on which such documents are filed.

Item 4.           Description of Securities

         Not required, inasmuch as the Registrant's Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel

         None.

Item 6.           Indemnification of Directors and Officers

         Article XII of the Registrant's by-laws provides as follows:

         1.       INDEMNIFICATION.

                  The corporation shall indemnify each person made or

                                        3


<PAGE>



         threatened to be made a party to any action or proceeding, whether
         civil or criminal, by reason of the fact that such person or such
         person's testator or intestate is or was a director or officer of the
         corporation, or, while a director or officer, serves or served, at the
         request of the corporation, any other corporation, partnership, joint
         venture, trust, employee benefit plan or other enterprise in any
         capacity, against judgments, fines, penalties, amounts paid in
         settlement and reasonable expenses, including attorneys' fees, incurred
         in connection with such action or proceeding, or any appeal therein,
         provided that no such indemnification shall be made if a judgment or
         other final adjudication adverse to such person establishes that his or
         her acts were committed in bad faith or were the result of active and
         deliberate dishonesty and were material to the cause of action so
         adjudicated, or that he or she personally gained in fact a financial
         profit or other advantage to which he or she was not legally entitled,
         and provided further that no such indemnification shall be required
         with respect to any settlement or other nonadjudicated disposition of
         any threatened or pending action or proceeding unless the corporation
         has given its prior consent to such settlement or other disposition,
         such consent not to be unreasonably withheld.

         2.       ADVANCEMENT OF EXPENSES.

                  The corporation shall advance or promptly reimburse upon
         request any director or officer seeking indemnification hereunder for
         all expenses, including attorneys' fees, reasonably incurred in
         defending any action or proceeding in advance of the final disposition
         thereof upon receipt of an undertaking by or on behalf of such person
         to repay such amount if such person is ultimately found not to be
         entitled to indemnification or, where indemnification is granted, to
         the extent the expenses so advanced or reimbursed exceed the amount to
         which such person is entitled.

         3.       NON-EXCLUSIVITY.

                  Nothing herein shall limit or affect any right of any person
         otherwise than hereunder to indemnification or to advancement of
         expenses, including attorneys' fees, under any statute, rule,
         regulation, certificate of incorporation, by-law, insurance policy,
         contract or otherwise.



                                        4


<PAGE>



         4.       CONTINUATION OF RIGHTS; RETROACTIVITY.

                  Anything in these by-laws to the contrary notwithstanding, no
         elimination or amendment of this by-law adversely affecting the right
         of any person to indemnification or to advancement of expenses
         hereunder shall be effective until the 60th day following notice to
         such person of such action, and no elimination of or amendment to this
         by-law shall deprive any person of his or her rights under this by-law
         arising out of alleged or actual occurrences, acts or failures to act
         prior to such 60th day. This by-law shall be given retroactive effect
         and the full benefits hereof shall be available in respect of any
         alleged or actual occurrences, acts or failures to act prior to the
         date of the adoption of this by-law.

                  The corporation shall not, except by elimination or amendment
         of this by-law in a manner consistent with the preceding paragraph,
         take any action or enter into any agreement which prohibits, or
         otherwise limits the rights of any person to, indemnification in
         accordance with the provisions of this by-law. The indemnification of
         any person provided by this by-law shall continue after such person has
         ceased to be a director or officer of the corporation and shall inure
         to the benefit of such person's heirs, executors, administrators and
         legal representatives. The right to indemnification or advancement of
         expenses under this by-law shall be a contract right.

         5.       INDEMNIFICATION AGREEMENTS.

                  The corporation is authorized to enter into agreements with
         any of its directors or officers to reflect or confirm the rights and
         benefits contained in this by-law and to extend other additional rights
         to indemnification and to advancement of expenses to any such person to
         the fullest extent permitted by applicable law, and to set forth
         procedures for any such person to obtain advancement of expenses and
         indemnification and, pending determination of entitlement to
         indemnification, interim protection, but the existence of any such
         agreement or the failure to enter into any such agreement shall not
         adversely affect or limit the rights of any such person pursuant to
         this by-law, it being expressly recognized hereby that all directors
         and officers of the corporation, by serving as such are acting in
         reliance on the corporation indemnifying them to the maximum extent
         permitted by law and authorized by this by-law, and that the
         corporation is estopped to contend otherwise.

                                        5


<PAGE>




         6.       SEVERABILITY.

                  In case any provision in this by-law shall be determined at
         any time to be unenforceable in any respect, the other provisions shall
         not in any way be affected or impaired thereby, and the affected
         provision shall be given the fullest possible enforcement in the
         circumstances, it being the intention of the corporation to afford
         advancement of expenses and indemnification to its directors and
         officers, acting in such capacities or in the other capacities referred
         to herein, to the fullest extent permitted by law.

         7.       SUCCESS ON THE MERITS; AUTHORIZATION.

                  To the extent a person has been successful, on the merits or
         otherwise, in the defense of a civil or criminal action or proceeding
         of the character described in the first paragraph of this by-law or in
         any claim, issue or matter thereon shall be entitled as a matter of
         right to indemnification as authorized in such paragraph without any
         determination of entitlement to indemnification by the corporation.
         Except as provided in the preceding sentence or in an agreement or as
         ordered by a court, any indemnification under this by-law shall be made
         by the corporation if authorized in the specific case:

                  (1)      By the Board of Directors acting by a quorum
                           consisting of directors who are not parties to such
                           action or proceeding upon a finding that the director
                           or officer has met the standard of conduct set forth
                           in the first paragraph of this by-law, or,

                  (2)      If such a quorum is not obtainable, or even if
                           obtainable, a quorum of disinterested
                           directors so directs:

                           (a)      By the Board of Directors upon the opinion
                                    in writing of independent legal counsel that
                                    indemnification is proper in the
                                    circumstances because the standard of
                                    conduct set forth in the first paragraph of
                                    this by-law has been met by such director or
                                    officer, or

                           (b)      By the shareholders upon a finding that the
                                    director or officer has met the applicable
                                    standard of conduct set forth in such
                                    paragraph.



                                        6


<PAGE>



         8.       MISCELLANEOUS.

                  For the purposes of this by-law, the corporation shall be
         deemed to have requested a person to serve an employee benefit plan
         where the performance by such person of his duties to the corporation
         also imposes duties on, or otherwise involves services by, such person
         to the plan or participants or beneficiaries of the plan, and excise
         taxes assessed on a person with respect to an employee benefit plan
         pursuant to applicable law shall be considered indemnifiable expenses.
         For purposes of this by-law, the term "corporation" shall include any
         legal successor to the corporation, including any corporation which
         acquires all or substantially all of the assets of the corporation in
         one or more transactions.

                  Any indemnification under this by-law shall also include
         reasonable expenses, including attorneys' fees, incurred by any person
         to enforce such person's rights to indemnification and advancement of
         expenses.

                  Nothing in this by-law shall restrict and the corporation
         shall retain the power and the authority to indemnify or advance
         expenses to, make indemnification agreements and arrangements with, or
         maintain insurance on behalf of any employee or agent of the
         corporation or any person (whether or not a director, officer, employee
         or agent of the corporation) who serves at the request of the
         corporation in any capacity with any other corporation, partnership,
         joint venture, trust, employee benefit plan or other enterprise.

Item 7.           Exemption from Registration Claimed

         Not applicable.

Item 8.           Exhibits

         Exhibit No.:

         (5)          -        Opinion of Winthrop, Stimson, Putnam & Roberts

         (24)(a)      -        Consent of Winthrop, Stimson, Putnam & Roberts
                               (included in Exhibit (5))

         (24)(b)      -        Consent of Arthur Andersen LLP

         (25)         -        Powers of Attorney



                                        7


<PAGE>



Item 9.           Undertakings

         (1)      The undersigned Registrant hereby undertakes:

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

                  (i) to include any prospectus required by section 10(a)(3) of
                  the Securities Act of 1933, unless the information required to
                  be included in such post-effective amendment is contained in a
                  periodic report filed by the Registrant or plan pursuant to
                  Section 13 or 15(d) of the Exchange Act that is incorporated
                  herein by reference;

                  (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, unless the information required to be included in
                  such post-effective amendment is contained in a periodic
                  report filed by the Registrant or plan pursuant to Section 13
                  or 15(d) of the Exchange Act that is incorporated herein by
                  reference;

                  (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.

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

         (c) 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.

         (d) That, for the purposes of determining any liability under the
         Securities Act of 1933, each filing of the Registrant's annual report
         pursuant to Section 13(a) or Section 15(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 herein, and the offering of such securities at that time shall

                                        8


<PAGE>



         be deemed to be the initial bona fide offering thereof.

         (2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Branchburg, County of Somerset and the State of
New Jersey, on the 20th day of March, 1997.

                                         WYANT CORPORATION (Registrant)


                                         By: /s/ Joseph H. Weinkam, Jr.
                                            ----------------------------------
                                                Joseph H. Weinkam, Jr.
                                         President and Chief Operating Officer

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

                                       Title               Date
                                       -----               ----

Donald C. MacMartin                    Director            March 20, 1997
(Board Chairman & CEO)

James A. Wyant                         Director            March 20, 1997
(Vice Chairman and
Secretary)

                                        9


<PAGE>




Joseph H. Weinkam, Jr.                 Director            March 20, 1997
(President and Chief
Operating Officer)

Gerald W. Wyant                        Director            March 20, 1997
(A Director)

John B. Wight                          Director            March 20, 1997
(A Director)

Jane M. Curtis                         Director            March 20, 1997
(A Director)

Nicholas A. Gallopo                    Director            March 20, 1997
(A Director)

Thomas R.M. Davis                      Director            March 20, 1997
(A Director)

Donald C. MacMartin                    Chairman of the     March 20, 1997
                                       Board and Chief
                                       Executive Officer

Marc D'Amour                           Vice President,     March 20, 1997
                                       Chief Financial
                                       Officer and Chief
                                       Accounting Officer



By: /s/ Joseph H. Weinkam, Jr.
   ----------------------------------
   (Attorney-in-Fact)

                                       10


<PAGE>




                                  EXHIBIT INDEX


                                                              Sequentially
                                                              Numbered
Exhibit                 Description                           Page
-------                 -----------                           -------------


(5)         -           Opinion                                       12

(24)(a)     -           Consent of Winthrop, Stimson,
                        Putnam & Roberts
                        (included in Exhibit (5))

(24)(b)     -           Consent of Arthur Andersen LLP                14


(25)        -           Powers of Attorney                            15
                                      

                                       11
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23972}]
{"company-data": {"conformed-name": "WYANT CORP", "cik": "0000048569", "assigned-sic": "3842", "irs-number": "112236837", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23699", "film-number": "97560182"}, "business-address": {"street1": "P.O. BOX 8609", "city": "SOMERVILLE", "state": "NJ", "zip": "08876", "phone": "908-707-18"}, "mail-address": {"street1": "P O BOX 8609", "city": "SOMERVILLE", "state": "NJ", "zip": "08876"}, "former-company": {"former-conformed-name": "HOSPOSABLE PRODUCTS INC", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                WYANT CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    New York
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   11-2236837
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

100 Readington Road, P.O. Box 8609, Somerville, NJ      08876
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

                  Wyant Corporation 1991 Stock Option Plan and
                   Wyant Corporation 1997 Stock Incentive Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

             John C. Zisko, Assistant Secretary, Wyant Corporation,
            100 Readington Road, P.O. Box 8609, Somerville, NJ 08876
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (908) 707-1800
--------------------------------------------------------------------------------
          Telephone Number, Including Area Code, of Agent for Service.

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                         Proposed                 Proposed
        Title of                                          Maximum                  Maximum                     Amount
       Securities                  Amount                Offering                 Aggregate                      of
          to be                     to be                Price Per                Offering                  Registration
       Registered                Registered                Share                    Price                        Fee
--------------------------------------------------------------------------------------------------------------------------------
Common                                                 *                         *
          Stock
       (par value                  550,000                $5.50                 $3,025,000                    $916.67
       $0.01 per
         share)

================================================================================================================================
*Of the 550,000 shares available under the Plans, as of the date hereof,
options with respect to an aggregate of 396,000 shares have been issued and
154,000 shares remain available for the grant of
future awards. The proposed maximum offering price listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
and represents the sum of (i) the aggregate exercise price of all options
granted to date under the Plans plus (ii) the product of the remaining shares
available under the Plans multiplied by a per share price of $5.50, the last
sale price per share as reported by the Nasdaq National Market System on March
19, 1997.

                                        2
Part II
               Information Required in the Registration Statement

Item 3.           Incorporation of Documents by Reference

         The following documents are incorporated by reference in this
registration statement:

                  (a) The Registrant's annual report on Form 10-K and on Form
         10-K/A for the fiscal year ended December 31, 1995, and the
         Registrant's quarterly reports on Form 10-Q for the quarters ended
         March 31, 1996, June 30, 1996 and September 30, 1996 and on Form 10-Q/A
         for the quarter ended September 30, 1996;

                  (b) The description of the Registrant's Common Stock contained
         in a registration statement of the Registrant filed under the
         Securities Exchange Act of 1934 (the "Exchange Act"), including any
         amendment or report filed for the purpose of updating such description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities covered hereby then remaining unsold, shall be deemed to be
incorporated by reference in and made a part of this Registration Statement from
the respective dates on which such documents are filed.

Item 4.           Description of Securities

         Not required, inasmuch as the Registrant's Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel

         None.

Item 6.           Indemnification of Directors and Officers

         Article XII of the Registrant's by-laws provides as follows:

         1.       INDEMNIFICATION.

                  The corporation shall indemnify each person made or

                                        3
threatened to be made a party to any action or proceeding, whether
         civil or criminal, by reason of the fact that such person or such
         person's testator or intestate is or was a director or officer of the
         corporation, or, while a director or officer, serves or served, at the
         request of the corporation, any other corporation, partnership, joint
         venture, trust, employee benefit plan or other enterprise in any
         capacity, against judgments, fines, penalties, amounts paid in
         settlement and reasonable expenses, including attorneys' fees, incurred
         in connection with such action or proceeding, or any appeal therein,
         provided that no such indemnification shall be made if a judgment or
         other final adjudication adverse to such person establishes that his or
         her acts were committed in bad faith or were the result of active and
         deliberate dishonesty and were material to the cause of action so
         adjudicated, or that he or she personally gained in fact a financial
         profit or other advantage to which he or she was not legally entitled,
         and provided further that no such indemnification shall be required
         with respect to any settlement or other nonadjudicated disposition of
         any threatened or pending action or proceeding unless the corporation
         has given its prior consent to such settlement or other disposition,
         such consent not to be unreasonably withheld.

         2.       ADVANCEMENT OF EXPENSES.

                  The corporation shall advance or promptly reimburse upon
         request any director or officer seeking indemnification hereunder for
         all expenses, including attorneys' fees, reasonably incurred in
         defending any action or proceeding in advance of the final disposition
         thereof upon receipt of an undertaking by or on behalf of such person
         to repay such amount if such person is ultimately found not to be
         entitled to indemnification or, where indemnification is granted, to
         the extent the expenses so advanced or reimbursed exceed the amount to
         which such person is entitled.

         3.       NON-EXCLUSIVITY.

                  Nothing herein shall limit or affect any right of any person
         otherwise than hereunder to indemnification or to advancement of
         expenses, including attorneys' fees, under any statute, rule,
         regulation, certificate of incorporation, by-law, insurance policy,
         contract or otherwise.

                                        4
4.       CONTINUATION OF RIGHTS; RETROACTIVITY.

                  Anything in these by-laws to the contrary notwithstanding, no
         elimination or amendment of this by-law adversely affecting the right
         of any person to indemnification or to advancement of expenses
         hereunder shall be effective until the 60th day following notice to
         such person of such action, and no elimination of or amendment to this
         by-law shall deprive any person of his or her rights under this by-law
         arising out of alleged or actual occurrences, acts or failures to act
         prior to such 60th day. This by-law shall be given retroactive effect
         and the full benefits hereof shall be available in respect of any
         alleged or actual occurrences, acts or failures to act prior to the
         date of the adoption of this by-law.

                  The corporation shall not, except by elimination or amendment
         of this by-law in a manner consistent with the preceding paragraph,
         take any action or enter into any agreement which prohibits, or
         otherwise limits the rights of any person to, indemnification in
         accordance with the provisions of this by-law. The indemnification of
         any person provided by this by-law shall continue after such person has
         ceased to be a director or officer of the corporation and shall inure
         to the benefit of such person's heirs, executors, administrators and
         legal representatives. The right to indemnification or advancement of
         expenses under this by-law shall be a contract right.

         5.       INDEMNIFICATION AGREEMENTS.

                  The corporation is authorized to enter into agreements with
         any of its directors or officers to reflect or confirm the rights and
         benefits contained in this by-law and to extend other additional rights
         to indemnification and to advancement of expenses to any such person to
         the fullest extent permitted by applicable law, and to set forth
         procedures for any such person to obtain advancement of expenses and
         indemnification and, pending determination of entitlement to
         indemnification, interim protection, but the existence of any such
         agreement or the failure to enter into any such agreement shall not
         adversely affect or limit the rights of any such person pursuant to
         this by-law, it being expressly recognized hereby that all directors
         and officers of the corporation, by serving as such are acting in
         reliance on the corporation indemnifying them to the maximum extent
         permitted by law and authorized by this by-law, and that the
         corporation is estopped to contend otherwise.

                                        5
6.       SEVERABILITY.

                  In case any provision in this by-law shall be determined at
         any time to be unenforceable in any respect, the other provisions shall
         not in any way be affected or impaired thereby, and the affected
         provision shall be given the fullest possible enforcement in the
         circumstances, it being the intention of the corporation to afford
         advancement of expenses and indemnification to its directors and
         officers, acting in such capacities or in the other capacities referred
         to herein, to the fullest extent permitted by law.

         7.       SUCCESS ON THE MERITS; AUTHORIZATION.

                  To the extent a person has been successful, on the merits or
         otherwise, in the defense of a civil or criminal action or proceeding
         of the character described in the first paragraph of this by-law or in
         any claim, issue or matter thereon shall be entitled as a matter of
         right to indemnification as authorized in such paragraph without any
         determination of entitlement to indemnification by the corporation.
         Except as provided in the preceding sentence or in an agreement or as
         ordered by a court, any indemnification under this by-law shall be made
         by the corporation if authorized in the specific case:

                  (1)      By the Board of Directors acting by a quorum
                           consisting of directors who are not parties to such
                           action or proceeding upon a finding that the director
                           or officer has met the standard of conduct set forth
                           in the first paragraph of this by-law, or,

                  (2)      If such a quorum is not obtainable, or even if
                           obtainable, a quorum of disinterested
                           directors so directs:

                           (a)      By the Board of Directors upon the opinion
                                    in writing of independent legal counsel that
                                    indemnification is proper in the
                                    circumstances because the standard of
                                    conduct set forth in the first paragraph of
                                    this by-law has been met by such director or
                                    officer, or

                           (b)      By the shareholders upon a finding that the
                                    director or officer has met the applicable
                                    standard of conduct set forth in such
                                    paragraph.

                                        6
8.       MISCELLANEOUS.

                  For the purposes of this by-law, the corporation shall be
         deemed to have requested a person to serve an employee benefit plan
         where the performance by such person of his duties to the corporation
         also imposes duties on, or otherwise involves services by, such person
         to the plan or participants or beneficiaries of the plan, and excise
         taxes assessed on a person with respect to an employee benefit plan
         pursuant to applicable law shall be considered indemnifiable expenses.
         For purposes of this by-law, the term "corporation" shall include any
         legal successor to the corporation, including any corporation which
         acquires all or substantially all of the assets of the corporation in
         one or more transactions.

                  Any indemnification under this by-law shall also include
         reasonable expenses, including attorneys' fees, incurred by any person
         to enforce such person's rights to indemnification and advancement of
         expenses.

                  Nothing in this by-law shall restrict and the corporation
         shall retain the power and the authority to indemnify or advance
         expenses to, make indemnification agreements and arrangements with, or
         maintain insurance on behalf of any employee or agent of the
         corporation or any person (whether or not a director, officer, employee
         or agent of the corporation) who serves at the request of the
         corporation in any capacity with any other corporation, partnership,
         joint venture, trust, employee benefit plan or other enterprise.

Item 7.           Exemption from Registration Claimed

         Not applicable.

Item 8.           Exhibits

         Exhibit No.:

         (5)          -        Opinion of Winthrop, Stimson, Putnam & Roberts

         (24)(a)      -        Consent of Winthrop, Stimson, Putnam & Roberts
                               (included in Exhibit (5))

         (24)(b)      -        Consent of Arthur Andersen LLP

         (25)         -        Powers of Attorney

                                        7
Item 9.           Undertakings

         (1)      The undersigned Registrant hereby undertakes:

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

                  (i) to include any prospectus required by section 10(a)(3) of
                  the Securities Act of 1933, unless the information required to
                  be included in such post-effective amendment is contained in a
                  periodic report filed by the Registrant or plan pursuant to
                  Section 13 or 15(d) of the Exchange Act that is incorporated
                  herein by reference;

                  (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, unless the information required to be included in
                  such post-effective amendment is contained in a periodic
                  report filed by the Registrant or plan pursuant to Section 13
                  or 15(d) of the Exchange Act that is incorporated herein by
                  reference;

                  (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.

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

         (c) 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.

         (d) That, for the purposes of determining any liability under the
         Securities Act of 1933, each filing of the Registrant's annual report
         pursuant to Section 13(a) or Section 15(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 herein, and the offering of such securities at that time shall

                                        8
be deemed to be the initial bona fide offering thereof.

         (2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Branchburg, County of Somerset and the State of
New Jersey, on the 20th day of March, 1997.

                                         WYANT CORPORATION (Registrant)

                                         By: /s/ Joseph H. Weinkam, Jr.
                                            ----------------------------------
                                                Joseph H. Weinkam, Jr.
                                         President and Chief Operating Officer

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

                                       Title               Date
                                       -----               ----

Donald C. MacMartin                    Director            March 20, 1997
(Board Chairman & CEO)

James A. Wyant                         Director            March 20, 1997
(Vice Chairman and
Secretary)

                                        9
Joseph H. Weinkam, Jr.                 Director            March 20, 1997
(President and Chief
Operating Officer)

Gerald W. Wyant                        Director            March 20, 1997
(A Director)

John B. Wight                          Director            March 20, 1997
(A Director)

Jane M. Curtis                         Director            March 20, 1997
(A Director)

Nicholas A. Gallopo                    Director            March 20, 1997
(A Director)

Thomas R.M. Davis                      Director            March 20, 1997
(A Director)

Donald C. MacMartin                    Chairman of the     March 20, 1997
                                       Board and Chief
                                       Executive Officer

Marc D'Amour                           Vice President,     March 20, 1997
                                       Chief Financial
                                       Officer and Chief
                                       Accounting Officer

By: /s/ Joseph H. Weinkam, Jr.
   ----------------------------------
   (Attorney-in-Fact)

                                       10
EXHIBIT INDEX

                                                              Sequentially
                                                              Numbered
Exhibit                 Description                           Page
-------                 -----------                           -------------

(5)         -           Opinion                                       12

(24)(a)     -           Consent of Winthrop, Stimson,
                        Putnam & Roberts
                        (included in Exhibit (5))

(24)(b)     -           Consent of Arthur Andersen LLP                14

(25)        -           Powers of Attorney                            15
                                      

                                       11