As filed with the Securities and Exchange Commission on August 2, 1995
                                                 Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                            ALPINE LACE BRANDS, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                           22-2717823
 (State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                              Identification No.)

                                111 Dunnell Road
                           Maplewood, New Jersey 07040
   (Address, including zip code, of Registrant's principal executive offices)

                            Alpine Lace Brands, Inc.
                           1987 Stock Option Plan and
                               Purchase Agreements
                            (Full title of the Plan)

                             CARL T. WOLF, President
                            Alpine Lace Brands, Inc.
                                111 Dunnell Road
                           Maplewood, New Jersey 07040
                                 (201) 378-8600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Robert H. Friedman, Esq.
                     Olshan Grundman Frome & Rosenzweig LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
                                                                 Proposed
                                                 Proposed        maximum
     Title of each class        Amount           maximum         aggregate        Amount of
     of Securities to be        to be          offering price    offering       registration
          registered           registered        per share        price             fee
- ----------------------------------------------------------------------------------------------
<S>                           <C>                <C>           <C>                <C>    
Common Stock, par
value $.01 per share          500,000(1)(2)      $8.56(3)      $4,280,000         $1,475.86
- ----------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share           13,000(2)(4)      $4.50         $   58,500            $20.17
==============================================================================================
</TABLE>
(1)      The Contents of the Company's  previously filed Registration  Statement
         on Form S-8  (Registration  No.  33-62948) are  incorporated  herein by
         reference.
(2)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminable additional securities as may become issuable as a result
         of any future anti-dilution  adjustment in accordance with the terms of
         the Plan or the Purchase Agreements.
(3)      Calculated in accordance with Rule 457(h) on the basis of the per share
         average of high and low sales  prices of the Common Stock on the Nasdaq
         National Market System on July 28, 1995 ($8.56).
(4)      Consists of shares of Common Stock with  respect to which  options have
         been granted under the Purchase Agreements at an average exercise price
         of $4.50 per share.

<PAGE>
                            ALPINE LACE BRANDS, INC.

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

                              CROSS REFERENCE SHEET

                    Pursuant to Item 501(b) of Regulation S-K
                  Showing Location in Prospectus of Information
                          Required by Items of Form S-8

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



           ITEM NUMBER AND HEADING IN                  CAPTION OR 
         FORM S-8 REGISTRATION STATEMENT               LOCATION IN PROSPECTUS

1.  Forepart of the Registration Statement
    and Outside Front Cover Page of Prospectus.......  Forepart of the
                                                       Registration Statement;
                                                       Outside Cover Page of
                                                       Prospectus

2.  Inside Front and Outside Back Cover Pages
    of Prospectus....................................  Inside Front Cover Page
                                                       of Prospectus

3.  Summary Information, Risk Factors and
    Ratio of Earnings to Fixed Charges..............   General Information; Risk
                                                       Factors

4.  Use of Proceeds.................................   Use of Proceeds

5.  Determination of Offering Price.................   *

6.  Dilution........................................   *

7.  Selling Security Holders........................   Selling Stockholders

8.  Plan of Distribution............................   Plan of Distribution

9.  Description of Securities to be Registered......   *

10. Interests of Named Experts and Counsel..........   Legal Matters

11. Material Changes................................   *

12. Incorporation of Certain Information
    by Reference....................................   Incorporation of Certain
                                                       Documents by Reference

13. Disclosure of Commission Position on
    Indemnification for Securities Act
    Liabilities.....................................   *

- ------------------
* Not applicable.


<PAGE>

INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                   SUBJECT TO COMPLETION, DATED AUGUST 2, 1995

PROSPECTUS

                                 264,501 SHARES

                            ALPINE LACE BRANDS, INC.
                            Common Stock ($.01 value)

      This  Prospectus  relates to the  reoffer  and  resale by certain  selling
stockholders (the "Selling  Stockholders")  who may be deemed to be "affiliates"
of the Company as defined in Rule 405 of the  Securities Act of 1933, as amended
(the "Securities  Act"), of shares (the "Shares")  constituting a portion of the
Common  Stock,  $.01 par value per share (the  "Common  Stock"),  of Alpine Lace
Brands,  Inc. (the  "Company")  that may be issued by the Company to the Selling
Stockholders  upon the exercise of outstanding  stock options  granted under (i)
the Company's 1987 Stock Option Plan (the "1987 Plan") and (ii) various  written
purchase  agreements  and  written  compensation  contracts  (collectively,  the
"Purchase  Agreements").  This Prospectus also relates to the reoffer and resale
of Shares to be acquired  upon  exercise of stock options that may be granted to
individuals who may be deemed to be  "affiliates" of the Company  (collectively,
the  "Future  Selling  Stockholders")  upon the  exercise of  outstanding  stock
options to be granted  under the 1987 Plan. If and when such options are granted
to the  Future  Selling  Stockholders,  the  Company  intends  to  distribute  a
Prospectus  Supplement  as required by Rule 424(b) of the  Securities  Act. Such
Prospectus  Supplement will specify the names of the Future Selling Stockholders
and the amount of Shares to be reoffered and sold by them.

      The  offer  and sale of the  Shares to the  Selling  Stockholders  and the
Future Selling Stockholders were previously registered under the Securities Act.
The  Shares are being  reoffered  and resold  for the  accounts  of the  Selling
Stockholders  and the  Future  Selling  Stockholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

      The Selling Stockholders have advised the Company that the resale of their
Shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq  National  Market  System  ("Nasdaq"),   in  negotiated  transactions  or
otherwise  at  market  prices  prevailing  at the time of the sale or at  prices
otherwise  negotiated.  See "Plan of  Distribution."  The Company  will bear all
expenses in connection with the preparation of this Prospectus.

<PAGE>

      AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" AT PAGE 5 HEREOF.

      The Company's Common Stock is traded on Nasdaq under the symbol "LACE." On
July 28, 1995, the last sale price for the Common Stock, as reported on Nasdaq,
was $8.38.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.



                 The date of this Prospectus is August __, 1995.

                                       -2-

<PAGE>
                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS




AVAILABLE INFORMATION........................................................3

GENERAL INFORMATION..........................................................5

RISK FACTORS.................................................................5

USE OF PROCEEDS..............................................................7

SELLING STOCKHOLDERS.........................................................8

PLAN OF DISTRIBUTION.........................................................9

LEGAL MATTERS................................................................9

ADDITIONAL INFORMATION.......................................................9



                                       -3-

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company's  Annual Report on Form 10-K for the year ended  December 31,
1994 and Quarterly  Report on Form 10-Q for the quarter ended March 31, 1995 are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof.  All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering,  are deemed to be  incorporated  by reference in this  Prospectus  and
shall be deemed to be a part hereof from the date of filing of such documents.

      The  Company's  Application  for  Registration  of its Common  Stock under
Section  12(g) of the Exchange Act filed on April 9, 1987,  is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

      The  contents of the  Company's  registration  statement on Form S-8 filed
with the Securities and Exchange  Commission on May 17, 1993  (Registration  No.
33-62948) are incorporated by reference herein.

      The Company hereby  undertakes to provide without charge to each person to
whom a copy of this  Prospectus  has  been  delivered,  on the  written  or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Alpine Lace Brands, Inc., 111 Dunnell Road, Maplewood, New Jersey
07040,  Attention:  Secretary.  Oral requests should be directed to such officer
(telephone number (201) 378-8600).


      No  dealer,  salesman  or other  person  has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information  or  representa-  tions  must  not be  relied  upon as  having  been
authorized by the Company or any Selling  Stockholder.  This Prospectus does not
constitute  an  offer  to  sell,  or a  solicitation  of an  offer  to buy,  the
securities  offered hereby to any person in any state or other  jurisdiction  in
which such offer or solicitation is unlawful. The delivery of this Prospectus at
any time does not imply that  information  contained herein is correct as of any
time subsequent to its date.

                                       -4-

<PAGE>



                               GENERAL INFORMATION

      The Company is the leading seller of  nutritional  cheeses in the nation's
supermarket deli cases,  with a market share of over 50%. The Company  develops,
markets and sells  nutritional  (i.e.,  reduced salt,  reduced  cholesterol  and
reduced fat or fat free)  cheeses  under its own branded  labels.  The Company's
products  include a full line of products  which have reduced salt,  cholesterol
and fat  levels  as  compared  to  conventional  cheeses  and a line of fat free
cheeses.  The Company's  cheeses are principally  sold in supermarket deli cases
under the Alpine  Lace(R) brand name.  The Company's  part-skim milk reduced fat
and low sodium swiss cheese is the number one selling brand of all swiss cheeses
in supermarket  deli cases and,  according to a recent survey  undertaken by the
Company,  the Alpine  Lace(R)  brand name is second  only to Kraft(R) in unaided
consumer awareness.

      The Company has utilized proprietary  formulations and/or patented process
technology  in the  development  of its core  products.  In  contrast to certain
competitive cheese substitute and imitation cheese "nutritional"  products,  the
Company's products are all made from milk. The Company's products have the look,
taste,  texture,  feel and handling  characteristics  of  conventional  cheeses.
During 1994,  approximately  85% of the Company's own branded  cheese sales were
through  supermarket  deli cases and the  remainder  through  supermarket  dairy
cases. The Company  believes that it currently  controls in excess of 50% of the
nutritional cheese segment of the supermarket deli case market. The Company also
trades  cheese  and dairy  commodity  products  through  its MCT  Dairies,  Inc.
subsidiary.

      The Company's principal executive offices are located at 111 Dunnell Road,
Maplewood,  New Jersey 07040. The Company's telephone number at such location is
(201) 378-8600.

      The  Shares  offered  hereby  were  or will be  purchased  by the  Selling
Stockholders or the Future Selling Stockholders upon exercise of options granted
to them  under the 1987 Plan and will be sold for the  accounts  of the  Selling
Stockholders and the Future Selling Stockholders.

                                  RISK FACTORS

      The securities  offered hereby involve a high degree of risk.  Prospective
investors should carefully  consider the following risk factors before making an
investment decision.

      History of Losses; Recent Restructuring.  For the years ended December 31,
1994, 1993 and 1992, the Company sustained net losses of $3,122,989,  $4,040,254
and $40,277,  respectively.  During  1994,  while the Company  generated  pretax
earnings,  the  Company had  restructuring  and write down  charges  aggregating
$4,100,000.   There


                                       -5-

<PAGE>


can be no assurance that the Company will achieve  profitability or that it will
not incur further similar charges in the future.

      Default  under   Indebtedness.   As  a  result  of  the  Company's  recent
restructuring,  it  failed  to meet  certain  covenants  contained  in its  loan
agreement with its primary lender under which it had  outstanding  approximately
$7,000,000  of  indebtedness  at December  31,  1994.  The lender  waived  those
defaults at December 31, 1994,  and as of February 23, 1995,  the lender amended
the covenants and the Company is no longer in default.

      Dependence on Significant  Customers.  During 1994, the Company's  largest
customer  accounted  for  approximately  6% of the Company's  own-label  branded
cheese revenues and the ten largest customers accounted for approximately 31% of
such  revenues.  The loss of several of the ten largest  customers  might have a
material adverse effect on the Company's operations.

      Competition in the Deli Counter.  Many food  companies with  substantially
greater  resources than those  available to the Company market products for sale
in the supermarket deli counter.  While the Company commands a dominant share in
the deli cheese segment, there can be no assurance that new competitors will not
enter this segment of the deli business.

      Cheese  Prices.  Cheese  costs  represent  a  significant  portion  of the
Company's  cost of goods sold.  The Company's  profitability  is impacted by the
price of cheese. The Company's results are negatively impacted when the price of
cheese  rises  while  they are  positively  impacted  when the  price of  cheese
declines. Except for some relatively short-term price volatility,  cheese prices
have remained  relatively  stable  averaging $1.285 over the past several years.
The general pricing practice that the Company follows is to decrease prices when
cheese  falls below  $1.20/lb.  and to increase  prices when cheese  rises above
$1.40/lb.  Although the Company believes that the long-term prognosis for cheese
prices is  favorable,  no  assurances  can be given that cheese  prices will not
rise.

      Dependence  on Key  Personnel.  The  Company is  dependent  on several key
executives,  the loss of any one of whom could have a material adverse impact on
the operations  and prospects of the Company.  Employment  agreements  have been
entered into with several of the Company's key senior  managers and in addition,
the Company holds a key-man life  insurance  policy of $5,000,000 on the life of
Mr. Wolf.

      Dependence  on  Suppliers.  The Company  purchases  virtually  100% of its
cheese  requirements from independent  third party suppliers,  and approximately
70% of its requirements from five suppliers. Any disruption in the operations of
these  suppliers  may have an adverse  impact on the  Company.  The  Company has
maintained strong



                                       -6-

<PAGE>

relationships  with its top five vendors  since its founding in 1983 and has not
experienced any problems in sourcing cheese.

      Control of the Company. Carl T. Wolf, the Company's Chairman of the Board,
President and Chief Executive  Officer,  beneficially owns  approximately 34% of
the outstanding Common Stock.  Since the Company's  Certificate of Incorporation
and  By-Laws  do  not  provide  for  cumulative  voting  rights,  Mr.  Wolf  has
significant power with respect to the election of the Board of Directors, and to
control the Company's management and affairs.

                                 USE OF PROCEEDS

      The Company will receive the exercise  price of the options when exercised
by the holders thereof.  Such proceeds will be used for working capital purposes
by the  Company.  The  Company  will not receive  any of the  proceeds  from the
reoffer and resale of the Shares by the Selling Stockholders.


                                      -7-

<PAGE>
                              SELLING STOCKHOLDERS

      This Prospectus relates to the reoffer and resale of Shares issued or that
may be issued to the Selling  Stockholders  under the 1987 Plan or the  Purchase
Agreements.

      The  following  table sets forth (i) the number of shares of Common  Stock
beneficially owned by each Selling Stockholder at July 28, 1995, (ii) the number
of Shares of Common Stock to be offered for resale by each  Selling  Stockholder
and (iii) the number and percentage of shares of Common Stock to be held by each
Selling Stockholder after completion of the offering.
<TABLE>
<CAPTION>
                                                                                                    Number of shares of
                                                                                                       Common Stock/
                                                                                                   Percentage of Class to
                                                 Number of shares of        Number of Shares           be Owned After
                                                Common Stock Owned at       to be Offered for        Completion of the
                   Name                              July 28, 1995               Resale                   Offering
- ----------------------------------------      ------------------------     -----------------     ------------------------
<S>                                           <C>                                    <C>                 <C>
Carl T. Wolf(1)............................   1,706,601(2)                           35,000              1,701,600/33.8
                                              

Marion F. Wolf(3)..........................      83,251(4)                           10,500                  80,000/1.6
                                              

Kenneth Meyers(5)..........................      85,185(6)                           65,750                  35,017/*
                                              

George S. Wenger(7)........................      73,166(6)                           65,750                  22,998/*
                                              

Dominick F. Gonnella(8)....................           0                               3,000                         0

Arthur Karmel(9)...........................      32,750(10)                          19,500                  18,500/*
                                              

Richard Cheney(11).........................      6,500(12)                            9,000                   5,000/*
                                              

Richard Hickok(13).........................     13,169(14)                           11,501                   1,750/*
                                              

Howard Lorber(15)..........................      2,500(16)                           12,000                         0
                                              

Joseph Rosetti(17).........................      7,767(18)                           14,500                   2,600/*
                                              

Stephen Sadove(19).........................         0                                 9,000                         0

Dr. Marvin Schiller(20)....................      5,500(12)                            9,000                   4,000/*
</TABLE>
*  less than one percent

(1)      Mr. Wolf has been the Chairman of the Board of Directors, President and
         Chief Executive Officer of the Company since its inception in 1986. Mr.
         Wolf is the spouse of Marion F. Wolf.

(2)      Includes  (i)  150,000  shares of Common  Stock for which Mr.  Wolf has
         voting  rights,  (ii) 75,000  shares of Common Stock jointly owned with
         Ms. Wolf and (iii) options to purchase 5,001 shares of Common Stock.

(3)      Ms. Wolf has been a director  of the Company  since March 1986 and Vice
         President - Food Service since January 1991.  Ms. Wolf is the spouse of
         Mr. Wolf.

(4)      Includes (i) 75,000  shares of Common Stock jointly owned with Mr. Wolf
         and (ii) options to purchase 3,251 shares of Common Stock.

(5)      Mr. Meyers has been the  Secretary of the Company  since  February 1986
         and the President of its subsidiary, MCT Dairies, Inc. since May 1994.

(6)      Includes options to purchase 50,168 shares of Common Stock.

(7)      Mr. Wenger has been the Vice President/General Manager of the Company's
         Branded Cheese Division and its predecessor since October 1985.

                                       -8-
<PAGE>
(8)      Mr.  Gonnella has been the Vice  President - Operations  of the Company
         since July 1994 and has been the Director of  Operations of the Company
         since April 1994.  He was in the  Production  Planning  and  Purchasing
         department  prior thereto and a Vice President of the Company since May
         1992.

(9)      Mr.  Karmel has been the Vice  President - Finance of the Company since
         January  1995, a Vice  President of the Company  since May 1992 and the
         Controller of the Company since March 1989.

(10)     Includes options to purchase 14,250 shares of Common Stock.

(11)     Mr. Cheney has been a director of the Company since August 1994.

(12)     Includes options to purchase 1,500 shares of Common Stock.

(13)     Mr. Hickok has been a Director of the Company since March 1988.

(14)     Includes options to purchase 11,419 shares of Common Stock.

(15)     Mr. Lorber has been a Director of the Company since September 1993.

(16)     Consists of options to purchase 2,500 shares of Common Stock.

(17)     Mr. Rosetti has been a Director of the Company since August 1992.

(18)     Includes options to purchase 5,167 shares of Common Stock.

(19)     Mr. Sadove has been a Director of the Company since December 1994.

(20)     Dr. Schiller has been a director of the Company since August 1994.


                              PLAN OF DISTRIBUTION

      It is  anticipated  that all of the Shares  will be offered by the Selling
Stockholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Stockholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

      Certain  legal  matters  in  connection  with the  issuance  of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022.

                             ADDITIONAL INFORMATION

      The  Company  has filed with the  Securities  and  Exchange  Commission  a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.

                                       -9-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents filed by Alpine Lace Brands, Inc. (the "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
herein by reference and made a part hereof:

                  (a)      The  Company's  Annual  Report  on Form  10-K for the
         fiscal year ended December 31, 1994;

                  (b)      The Company's  Quarterly Report for the quarter ended
         March 31, 1995;

                  (c)      The description of the Company's securities contained
         in the  Company's  Registration  Statement  on Form 8-A filed  April 9,
         1987.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The by-laws of the Company  provide that the Company shall indemnify to
the  extent  permitted  by  Delaware  law,  any  person  whom  it may  indemnify
thereunder,  including directors,  officers, employees and agents of the Company
and its predecessor.

         The  Company  also  maintains  a  $2,000,000   directors  and  officers
insurance policy.


                                       -10-

<PAGE>

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  (a)      A corporation  may 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 action by or in the right
         of the corporation) by reason of the fact that he 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 in connection  with such action,  suit or proceeding if
         he acted in good faith and in a manner he 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 conduct was  unlawful.  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 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 conduct was
         unlawful.

                  (b)      A corporation  may 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 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 in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner  he  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 adjudged 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.

                                       -11-

<PAGE>

                  (c)      To the extent that a director,  officer,  employee or
         agent 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 this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d)      Any indemnification  under subsections (a) and (b) of
         this  section  (unless  ordered  by a  court)  shall  be  made  by  the
         corporation   only  as   authorized   in  the  specific   case  upon  a
         determination that indemnification of the director,  officer,  employee
         or  agent  is  proper  in the  circumstances  because  he has  met  the
         applicable  standard of conduct set forth in subsections (a) and (b) of
         this section.  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.

                  (e)      Expenses  incurred  by  an  officer  or  director  in
         defending a civil or criminal action, suit or proceeding may be paid by
         the  corporation  in advance of the final  disposition  or such action,
         suit or proceeding  upon receipt of an  undertaking  by or on behalf of
         such director or officer to repay such amount if it shall ultimately be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees  and agents may be paid upon such  terms and  conditions,  if
         any, as the board of directors deems appropriate.

                  (f)      The   indemnification  and  advancement  of  expenses
         provided  by, or granted  pursuant  to, the other  subsections  of this
         section  shall not be  deemed  exclusive  of any other  rights to which
         those  seeking  indemnification  or  advancement  of  expenses  may  be
         entitled  under  any  bylaw,   agreement,   vote  of   stockholders  or
         disinterested directors or otherwise, both as to action in his official
         capacity  and as to action  in  another  capacity  while  holding  such
         office.

                  (g)      A  corporation  shall  have  power  to  purchase  and
         maintain  insurance  on behalf of any person who 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  any  liability  asserted  against  him  and
         incurred by him in any such  capacity,  or arising out of his status as
         such, whether

                                       -12-

<PAGE>

         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)      For  purposes  of this  section,  references  to "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate  existence  had  continued,  would  have  had  the  power  and
         authority  to  indemnify  its  directors,  officers,  and  employees or
         agents, so that any person who is or was a director,  officer, employee
         or agent of such constituent  corporation,  or is or was serving at the
         request  of  such  constituent  corporation  as  a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise,  shall stand in the same position under this
         section with respect to the  resulting or surviving  corporation  as he
         would have with respect to such constituent corporation if its separate
         existence had continued.

                  (i)      For purposes of this  section,  references  to "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines" shall  include any such excise taxes  assessed on a person with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person  who  acted in good  faith and in a manner
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries  of any  employee  benefit  plan  shall be deemed to have
         acted  in  a  manner  "not  opposed  to  the  best   interests  of  the
         corporation" as referred to in this section.

                  (j)      The   indemnification  and  advancement  of  expenses
         provided  by, or  granted  pursuant  to,  this  section  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 the heirs, executors and administrators of such
         a person.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.



                                      -13-

<PAGE>
ITEM 8.  EXHIBITS

          EXHIBIT INDEX

          4(a)   -    1987  Stock  Option  Plan,  as  amended to date (the "1987
                      Plan").

          4(b)   -    Form of Option Agreement for the 1987 Plan.

          4(c)   -    Agreement  dated  October  21,  1994,  by and  between the
                      Company and Kim Alexis.

          4(d)   -    Agreement  dated  October  21,  1994,  by and  between the
                      Company and Michelle Bega.

          4(e)   -    Agreement  dated  October  21,  1994,  by and  between the
                      Company and Ray Manzella.

          4(f)   -    Agreement  dated  November  4, 1992,  by and  between  the
                      Company and Joseph Rosetti.

          4(g)   -    Agreement  dated  November  4, 1992,  by and  between  the
                      Company and Richard Hickok.

          5      -    Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -    Consent of Grant Thornton LLP, independent auditors.

         23(b)   -    Consent  of  Olshan   Grundman   Frome  &  Rosenzweig  LLP
                      (included in its opinion filed as Exhibit 5).

         24      -    Powers of Attorney  (included  on  signature  page to this
                      Registration Statement).

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 of
                                    1933;

                           (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


                                      -14-

<PAGE>


                                    fundamental  change in the  information  set
                                    forth in the Registration Statement;

                           (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 (i) and (ii) above
                           do  not  apply  if  the  information  required  to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                  (2)      That, for the purposes 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 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  that 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
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         C.       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
                  foregoing  provisions,  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  Securities

                                      -15-

<PAGE>

                  Act of 1933 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  a   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 of 1933 and will be
                  governed by the final adjudication of such issue.

         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.

                                      -16-

<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 Township of Maplewood, State of New Jersey on August 2, 1995.

                                   ALPINE LACE BRANDS, INC.


                                   By:/s/ Carl T. Wolf
                                      -----------------------------------------
                                      Carl T. Wolf, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Carl T.  Wolf his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities,  to sign
any or all amendments to this Registration Statement, and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing
requisite  necessary  to be done in and  about  the  premises,  as  fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all  that  said  attorney-in-fact  and  agent,  or  his  or her
substitute, may lawfully do or cause to be done by virtue hereof.

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


      SIGNATURE                             TITLE                    DATE


/s/ Carl T. Wolf
- ----------------------------          Chairman of the            August 2, 1995
     Carl T. Wolf                     Board, President and
                                      Chief Executive
                                      Officer (principal
                                      executive officer)
                                      and Director



/s/ Arthur Karmel
- ----------------------------         Vice President -            August 2, 1995
    Arthur Karmel                    Finance (principal
                                     financial officer)


/s/ Marion F. Wolf
- ----------------------------         Vice President-Food         August 2, 1995
    Marion F. Wolf                   Service and Director


                                      -17-

<PAGE>




/s/ Richard Cheney
- ----------------------------         Director                    August 2, 1995
   Richard Cheney


/s/ Howard M. Lorber
- ----------------------------         Director                    August 2, 1995
   Howard M. Lorber



- ----------------------------         Director                    August  , 1995
   Richard S. Hickok



- ----------------------------         Director                    August  , 1995
   Joseph R. Rosetti


/s/ Stephen Sadove
- ----------------------------         Director                    August 2, 1995
   Stephen Sadove


/s/ Marvin Schiller
- ----------------------------         Director                    August 2, 1995
   Marvin Schiller

                                      -18-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 51791}]
{"company-data": {"conformed-name": "ALPINE LACE BRANDS INC", "cik": "0000791714", "assigned-sic": "5140", "irs-number": "222717823", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61517", "film-number": "95558511"}, "business-address": {"street1": "111 DUNNELL RD", "city": "MAPLEWOOD", "state": "NJ", "zip": "07040", "phone": "2013788600"}, "mail-address": {"street1": "111 DUNNELL ROAD", "city": "MAPLEWOOD", "state": "NJ", "zip": "07040"}, "former-company": {"former-conformed-name": "FIRST WORLD CHEESE INC", "date-changed": "19910813"}}
As filed with the Securities and Exchange Commission on August 2, 1995
                                                 Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                            ALPINE LACE BRANDS, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                           22-2717823
 (State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                              Identification No.)

                                111 Dunnell Road
                           Maplewood, New Jersey 07040
   (Address, including zip code, of Registrant's principal executive offices)

                            Alpine Lace Brands, Inc.
                           1987 Stock Option Plan and
                               Purchase Agreements
                            (Full title of the Plan)

                             CARL T. WOLF, President
                            Alpine Lace Brands, Inc.
                                111 Dunnell Road
                           Maplewood, New Jersey 07040
                                 (201) 378-8600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Robert H. Friedman, Esq.
                     Olshan Grundman Frome & Rosenzweig LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200

                         CALCULATION OF REGISTRATION FEE
==============================================================================================
                                                                 Proposed
                                                 Proposed        maximum
     Title of each class        Amount           maximum         aggregate        Amount of
     of Securities to be        to be          offering price    offering       registration
          registered           registered        per share        price             fee
- ----------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share          500,000(1)(2)      $8.56(3)      $4,280,000         $1,475.86
- ----------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share           13,000(2)(4)      $4.50         $   58,500            $20.17
==============================================================================================
(1)      The Contents of the Company's  previously filed Registration  Statement
         on Form S-8  (Registration  No.  33-62948) are  incorporated  herein by
         reference.
(2)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminable additional securities as may become issuable as a result
         of any future anti-dilution  adjustment in accordance with the terms of
         the Plan or the Purchase Agreements.
(3)      Calculated in accordance with Rule 457(h) on the basis of the per share
         average of high and low sales  prices of the Common Stock on the Nasdaq
         National Market System on July 28, 1995 ($8.56).
(4)      Consists of shares of Common Stock with  respect to which  options have
         been granted under the Purchase Agreements at an average exercise price
         of $4.50 per share.
ALPINE LACE BRANDS, INC.

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

                              CROSS REFERENCE SHEET

                    Pursuant to Item 501(b) of Regulation S-K
                  Showing Location in Prospectus of Information
                          Required by Items of Form S-8

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

           ITEM NUMBER AND HEADING IN                  CAPTION OR 
         FORM S-8 REGISTRATION STATEMENT               LOCATION IN PROSPECTUS

1.  Forepart of the Registration Statement
    and Outside Front Cover Page of Prospectus.......  Forepart of the
                                                       Registration Statement;
                                                       Outside Cover Page of
                                                       Prospectus

2.  Inside Front and Outside Back Cover Pages
    of Prospectus....................................  Inside Front Cover Page
                                                       of Prospectus

3.  Summary Information, Risk Factors and
    Ratio of Earnings to Fixed Charges..............   General Information; Risk
                                                       Factors

4.  Use of Proceeds.................................   Use of Proceeds

5.  Determination of Offering Price.................   *

6.  Dilution........................................   *

7.  Selling Security Holders........................   Selling Stockholders

8.  Plan of Distribution............................   Plan of Distribution

9.  Description of Securities to be Registered......   *

10. Interests of Named Experts and Counsel..........   Legal Matters

11. Material Changes................................   *

12. Incorporation of Certain Information
    by Reference....................................   Incorporation of Certain
                                                       Documents by Reference

13. Disclosure of Commission Position on
    Indemnification for Securities Act
    Liabilities.....................................   *

- ------------------
* Not applicable.
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                   SUBJECT TO COMPLETION, DATED AUGUST 2, 1995

PROSPECTUS

                                 264,501 SHARES

                            ALPINE LACE BRANDS, INC.
                            Common Stock ($.01 value)

      This  Prospectus  relates to the  reoffer  and  resale by certain  selling
stockholders (the "Selling  Stockholders")  who may be deemed to be "affiliates"
of the Company as defined in Rule 405 of the  Securities Act of 1933, as amended
(the "Securities  Act"), of shares (the "Shares")  constituting a portion of the
Common  Stock,  $.01 par value per share (the  "Common  Stock"),  of Alpine Lace
Brands,  Inc. (the  "Company")  that may be issued by the Company to the Selling
Stockholders  upon the exercise of outstanding  stock options  granted under (i)
the Company's 1987 Stock Option Plan (the "1987 Plan") and (ii) various  written
purchase  agreements  and  written  compensation  contracts  (collectively,  the
"Purchase  Agreements").  This Prospectus also relates to the reoffer and resale
of Shares to be acquired  upon  exercise of stock options that may be granted to
individuals who may be deemed to be  "affiliates" of the Company  (collectively,
the  "Future  Selling  Stockholders")  upon the  exercise of  outstanding  stock
options to be granted  under the 1987 Plan. If and when such options are granted
to the  Future  Selling  Stockholders,  the  Company  intends  to  distribute  a
Prospectus  Supplement  as required by Rule 424(b) of the  Securities  Act. Such
Prospectus  Supplement will specify the names of the Future Selling Stockholders
and the amount of Shares to be reoffered and sold by them.

      The  offer  and sale of the  Shares to the  Selling  Stockholders  and the
Future Selling Stockholders were previously registered under the Securities Act.
The  Shares are being  reoffered  and resold  for the  accounts  of the  Selling
Stockholders  and the  Future  Selling  Stockholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

      The Selling Stockholders have advised the Company that the resale of their
Shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq  National  Market  System  ("Nasdaq"),   in  negotiated  transactions  or
otherwise  at  market  prices  prevailing  at the time of the sale or at  prices
otherwise  negotiated.  See "Plan of  Distribution."  The Company  will bear all
expenses in connection with the preparation of this Prospectus.
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" AT PAGE 5 HEREOF.

      The Company's Common Stock is traded on Nasdaq under the symbol "LACE." On
July 28, 1995, the last sale price for the Common Stock, as reported on Nasdaq,
was $8.38.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is August __, 1995.

                                       -2-
AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION........................................................3

GENERAL INFORMATION..........................................................5

RISK FACTORS.................................................................5

USE OF PROCEEDS..............................................................7

SELLING STOCKHOLDERS.........................................................8

PLAN OF DISTRIBUTION.........................................................9

LEGAL MATTERS................................................................9

ADDITIONAL INFORMATION.......................................................9

                                       -3-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company's  Annual Report on Form 10-K for the year ended  December 31,
1994 and Quarterly  Report on Form 10-Q for the quarter ended March 31, 1995 are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof.  All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering,  are deemed to be  incorporated  by reference in this  Prospectus  and
shall be deemed to be a part hereof from the date of filing of such documents.

      The  Company's  Application  for  Registration  of its Common  Stock under
Section  12(g) of the Exchange Act filed on April 9, 1987,  is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

      The  contents of the  Company's  registration  statement on Form S-8 filed
with the Securities and Exchange  Commission on May 17, 1993  (Registration  No.
33-62948) are incorporated by reference herein.

      The Company hereby  undertakes to provide without charge to each person to
whom a copy of this  Prospectus  has  been  delivered,  on the  written  or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Alpine Lace Brands, Inc., 111 Dunnell Road, Maplewood, New Jersey
07040,  Attention:  Secretary.  Oral requests should be directed to such officer
(telephone number (201) 378-8600).

      No  dealer,  salesman  or other  person  has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information  or  representa-  tions  must  not be  relied  upon as  having  been
authorized by the Company or any Selling  Stockholder.  This Prospectus does not
constitute  an  offer  to  sell,  or a  solicitation  of an  offer  to buy,  the
securities  offered hereby to any person in any state or other  jurisdiction  in
which such offer or solicitation is unlawful. The delivery of this Prospectus at
any time does not imply that  information  contained herein is correct as of any
time subsequent to its date.

                                       -4-
GENERAL INFORMATION

      The Company is the leading seller of  nutritional  cheeses in the nation's
supermarket deli cases,  with a market share of over 50%. The Company  develops,
markets and sells  nutritional  (i.e.,  reduced salt,  reduced  cholesterol  and
reduced fat or fat free)  cheeses  under its own branded  labels.  The Company's
products  include a full line of products  which have reduced salt,  cholesterol
and fat  levels  as  compared  to  conventional  cheeses  and a line of fat free
cheeses.  The Company's  cheeses are principally  sold in supermarket deli cases
under the Alpine  Lace(R) brand name.  The Company's  part-skim milk reduced fat
and low sodium swiss cheese is the number one selling brand of all swiss cheeses
in supermarket  deli cases and,  according to a recent survey  undertaken by the
Company,  the Alpine  Lace(R)  brand name is second  only to Kraft(R) in unaided
consumer awareness.

      The Company has utilized proprietary  formulations and/or patented process
technology  in the  development  of its core  products.  In  contrast to certain
competitive cheese substitute and imitation cheese "nutritional"  products,  the
Company's products are all made from milk. The Company's products have the look,
taste,  texture,  feel and handling  characteristics  of  conventional  cheeses.
During 1994,  approximately  85% of the Company's own branded  cheese sales were
through  supermarket  deli cases and the  remainder  through  supermarket  dairy
cases. The Company  believes that it currently  controls in excess of 50% of the
nutritional cheese segment of the supermarket deli case market. The Company also
trades  cheese  and dairy  commodity  products  through  its MCT  Dairies,  Inc.
subsidiary.

      The Company's principal executive offices are located at 111 Dunnell Road,
Maplewood,  New Jersey 07040. The Company's telephone number at such location is
(201) 378-8600.

      The  Shares  offered  hereby  were  or will be  purchased  by the  Selling
Stockholders or the Future Selling Stockholders upon exercise of options granted
to them  under the 1987 Plan and will be sold for the  accounts  of the  Selling
Stockholders and the Future Selling Stockholders.

                                  RISK FACTORS

      The securities  offered hereby involve a high degree of risk.  Prospective
investors should carefully  consider the following risk factors before making an
investment decision.

      History of Losses; Recent Restructuring.  For the years ended December 31,
1994, 1993 and 1992, the Company sustained net losses of $3,122,989,  $4,040,254
and $40,277,  respectively.  During  1994,  while the Company  generated  pretax
earnings,  the  Company had  restructuring  and write down  charges  aggregating
$4,100,000.   There

                                       -5-
can be no assurance that the Company will achieve  profitability or that it will
not incur further similar charges in the future.

      Default  under   Indebtedness.   As  a  result  of  the  Company's  recent
restructuring,  it  failed  to meet  certain  covenants  contained  in its  loan
agreement with its primary lender under which it had  outstanding  approximately
$7,000,000  of  indebtedness  at December  31,  1994.  The lender  waived  those
defaults at December 31, 1994,  and as of February 23, 1995,  the lender amended
the covenants and the Company is no longer in default.

      Dependence on Significant  Customers.  During 1994, the Company's  largest
customer  accounted  for  approximately  6% of the Company's  own-label  branded
cheese revenues and the ten largest customers accounted for approximately 31% of
such  revenues.  The loss of several of the ten largest  customers  might have a
material adverse effect on the Company's operations.

      Competition in the Deli Counter.  Many food  companies with  substantially
greater  resources than those  available to the Company market products for sale
in the supermarket deli counter.  While the Company commands a dominant share in
the deli cheese segment, there can be no assurance that new competitors will not
enter this segment of the deli business.

      Cheese  Prices.  Cheese  costs  represent  a  significant  portion  of the
Company's  cost of goods sold.  The Company's  profitability  is impacted by the
price of cheese. The Company's results are negatively impacted when the price of
cheese  rises  while  they are  positively  impacted  when the  price of  cheese
declines. Except for some relatively short-term price volatility,  cheese prices
have remained  relatively  stable  averaging $1.285 over the past several years.
The general pricing practice that the Company follows is to decrease prices when
cheese  falls below  $1.20/lb.  and to increase  prices when cheese  rises above
$1.40/lb.  Although the Company believes that the long-term prognosis for cheese
prices is  favorable,  no  assurances  can be given that cheese  prices will not
rise.

      Dependence  on Key  Personnel.  The  Company is  dependent  on several key
executives,  the loss of any one of whom could have a material adverse impact on
the operations  and prospects of the Company.  Employment  agreements  have been
entered into with several of the Company's key senior  managers and in addition,
the Company holds a key-man life  insurance  policy of $5,000,000 on the life of
Mr. Wolf.

      Dependence  on  Suppliers.  The Company  purchases  virtually  100% of its
cheese  requirements from independent  third party suppliers,  and approximately
70% of its requirements from five suppliers. Any disruption in the operations of
these  suppliers  may have an adverse  impact on the  Company.  The  Company has
maintained strong

                                       -6-
relationships  with its top five vendors  since its founding in 1983 and has not
experienced any problems in sourcing cheese.

      Control of the Company. Carl T. Wolf, the Company's Chairman of the Board,
President and Chief Executive  Officer,  beneficially owns  approximately 34% of
the outstanding Common Stock.  Since the Company's  Certificate of Incorporation
and  By-Laws  do  not  provide  for  cumulative  voting  rights,  Mr.  Wolf  has
significant power with respect to the election of the Board of Directors, and to
control the Company's management and affairs.

                                 USE OF PROCEEDS

      The Company will receive the exercise  price of the options when exercised
by the holders thereof.  Such proceeds will be used for working capital purposes
by the  Company.  The  Company  will not receive  any of the  proceeds  from the
reoffer and resale of the Shares by the Selling Stockholders.

                                      -7-
SELLING STOCKHOLDERS

      This Prospectus relates to the reoffer and resale of Shares issued or that
may be issued to the Selling  Stockholders  under the 1987 Plan or the  Purchase
Agreements.

      The  following  table sets forth (i) the number of shares of Common  Stock
beneficially owned by each Selling Stockholder at July 28, 1995, (ii) the number
of Shares of Common Stock to be offered for resale by each  Selling  Stockholder
and (iii) the number and percentage of shares of Common Stock to be held by each
Selling Stockholder after completion of the offering.
Number of shares of
                                                                                                       Common Stock/
                                                                                                   Percentage of Class to
                                                 Number of shares of        Number of Shares           be Owned After
                                                Common Stock Owned at       to be Offered for        Completion of the
                   Name                              July 28, 1995               Resale                   Offering
- ----------------------------------------      ------------------------     -----------------     ------------------------
Carl T. Wolf(1)............................   1,706,601(2)                           35,000              1,701,600/33.8
                                              

Marion F. Wolf(3)..........................      83,251(4)                           10,500                  80,000/1.6
                                              

Kenneth Meyers(5)..........................      85,185(6)                           65,750                  35,017/*
                                              

George S. Wenger(7)........................      73,166(6)                           65,750                  22,998/*
                                              

Dominick F. Gonnella(8)....................           0                               3,000                         0

Arthur Karmel(9)...........................      32,750(10)                          19,500                  18,500/*
                                              

Richard Cheney(11).........................      6,500(12)                            9,000                   5,000/*
                                              

Richard Hickok(13).........................     13,169(14)                           11,501                   1,750/*
                                              

Howard Lorber(15)..........................      2,500(16)                           12,000                         0
                                              

Joseph Rosetti(17).........................      7,767(18)                           14,500                   2,600/*
                                              

Stephen Sadove(19).........................         0                                 9,000                         0

Dr. Marvin Schiller(20)....................      5,500(12)                            9,000                   4,000/*
*  less than one percent

(1)      Mr. Wolf has been the Chairman of the Board of Directors, President and
         Chief Executive Officer of the Company since its inception in 1986. Mr.
         Wolf is the spouse of Marion F. Wolf.

(2)      Includes  (i)  150,000  shares of Common  Stock for which Mr.  Wolf has
         voting  rights,  (ii) 75,000  shares of Common Stock jointly owned with
         Ms. Wolf and (iii) options to purchase 5,001 shares of Common Stock.

(3)      Ms. Wolf has been a director  of the Company  since March 1986 and Vice
         President - Food Service since January 1991.  Ms. Wolf is the spouse of
         Mr. Wolf.

(4)      Includes (i) 75,000  shares of Common Stock jointly owned with Mr. Wolf
         and (ii) options to purchase 3,251 shares of Common Stock.

(5)      Mr. Meyers has been the  Secretary of the Company  since  February 1986
         and the President of its subsidiary, MCT Dairies, Inc. since May 1994.

(6)      Includes options to purchase 50,168 shares of Common Stock.

(7)      Mr. Wenger has been the Vice President/General Manager of the Company's
         Branded Cheese Division and its predecessor since October 1985.

                                       -8-
(8)      Mr.  Gonnella has been the Vice  President - Operations  of the Company
         since July 1994 and has been the Director of  Operations of the Company
         since April 1994.  He was in the  Production  Planning  and  Purchasing
         department  prior thereto and a Vice President of the Company since May
         1992.

(9)      Mr.  Karmel has been the Vice  President - Finance of the Company since
         January  1995, a Vice  President of the Company  since May 1992 and the
         Controller of the Company since March 1989.

(10)     Includes options to purchase 14,250 shares of Common Stock.

(11)     Mr. Cheney has been a director of the Company since August 1994.

(12)     Includes options to purchase 1,500 shares of Common Stock.

(13)     Mr. Hickok has been a Director of the Company since March 1988.

(14)     Includes options to purchase 11,419 shares of Common Stock.

(15)     Mr. Lorber has been a Director of the Company since September 1993.

(16)     Consists of options to purchase 2,500 shares of Common Stock.

(17)     Mr. Rosetti has been a Director of the Company since August 1992.

(18)     Includes options to purchase 5,167 shares of Common Stock.

(19)     Mr. Sadove has been a Director of the Company since December 1994.

(20)     Dr. Schiller has been a director of the Company since August 1994.

                              PLAN OF DISTRIBUTION

      It is  anticipated  that all of the Shares  will be offered by the Selling
Stockholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Stockholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

      Certain  legal  matters  in  connection  with the  issuance  of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022.

                             ADDITIONAL INFORMATION

      The  Company  has filed with the  Securities  and  Exchange  Commission  a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.

                                       -9-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents filed by Alpine Lace Brands, Inc. (the "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
herein by reference and made a part hereof:

                  (a)      The  Company's  Annual  Report  on Form  10-K for the
         fiscal year ended December 31, 1994;

                  (b)      The Company's  Quarterly Report for the quarter ended
         March 31, 1995;

                  (c)      The description of the Company's securities contained
         in the  Company's  Registration  Statement  on Form 8-A filed  April 9,
         1987.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The by-laws of the Company  provide that the Company shall indemnify to
the  extent  permitted  by  Delaware  law,  any  person  whom  it may  indemnify
thereunder,  including directors,  officers, employees and agents of the Company
and its predecessor.

         The  Company  also  maintains  a  $2,000,000   directors  and  officers
insurance policy.

                                       -10-
Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  (a)      A corporation  may 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 action by or in the right
         of the corporation) by reason of the fact that he 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 in connection  with such action,  suit or proceeding if
         he acted in good faith and in a manner he 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 conduct was  unlawful.  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 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 conduct was
         unlawful.

                  (b)      A corporation  may 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 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 in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner  he  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 adjudged 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.

                                       -11-
(c)      To the extent that a director,  officer,  employee or
         agent 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 this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d)      Any indemnification  under subsections (a) and (b) of
         this  section  (unless  ordered  by a  court)  shall  be  made  by  the
         corporation   only  as   authorized   in  the  specific   case  upon  a
         determination that indemnification of the director,  officer,  employee
         or  agent  is  proper  in the  circumstances  because  he has  met  the
         applicable  standard of conduct set forth in subsections (a) and (b) of
         this section.  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.

                  (e)      Expenses  incurred  by  an  officer  or  director  in
         defending a civil or criminal action, suit or proceeding may be paid by
         the  corporation  in advance of the final  disposition  or such action,
         suit or proceeding  upon receipt of an  undertaking  by or on behalf of
         such director or officer to repay such amount if it shall ultimately be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees  and agents may be paid upon such  terms and  conditions,  if
         any, as the board of directors deems appropriate.

                  (f)      The   indemnification  and  advancement  of  expenses
         provided  by, or granted  pursuant  to, the other  subsections  of this
         section  shall not be  deemed  exclusive  of any other  rights to which
         those  seeking  indemnification  or  advancement  of  expenses  may  be
         entitled  under  any  bylaw,   agreement,   vote  of   stockholders  or
         disinterested directors or otherwise, both as to action in his official
         capacity  and as to action  in  another  capacity  while  holding  such
         office.

                  (g)      A  corporation  shall  have  power  to  purchase  and
         maintain  insurance  on behalf of any person who 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  any  liability  asserted  against  him  and
         incurred by him in any such  capacity,  or arising out of his status as
         such, whether

                                       -12-
or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)      For  purposes  of this  section,  references  to "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate  existence  had  continued,  would  have  had  the  power  and
         authority  to  indemnify  its  directors,  officers,  and  employees or
         agents, so that any person who is or was a director,  officer, employee
         or agent of such constituent  corporation,  or is or was serving at the
         request  of  such  constituent  corporation  as  a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise,  shall stand in the same position under this
         section with respect to the  resulting or surviving  corporation  as he
         would have with respect to such constituent corporation if its separate
         existence had continued.

                  (i)      For purposes of this  section,  references  to "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines" shall  include any such excise taxes  assessed on a person with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person  who  acted in good  faith and in a manner
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries  of any  employee  benefit  plan  shall be deemed to have
         acted  in  a  manner  "not  opposed  to  the  best   interests  of  the
         corporation" as referred to in this section.

                  (j)      The   indemnification  and  advancement  of  expenses
         provided  by, or  granted  pursuant  to,  this  section  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 the heirs, executors and administrators of such
         a person.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                      -13-
ITEM 8.  EXHIBITS

          EXHIBIT INDEX

          4(a)   -    1987  Stock  Option  Plan,  as  amended to date (the "1987
                      Plan").

          4(b)   -    Form of Option Agreement for the 1987 Plan.

          4(c)   -    Agreement  dated  October  21,  1994,  by and  between the
                      Company and Kim Alexis.

          4(d)   -    Agreement  dated  October  21,  1994,  by and  between the
                      Company and Michelle Bega.

          4(e)   -    Agreement  dated  October  21,  1994,  by and  between the
                      Company and Ray Manzella.

          4(f)   -    Agreement  dated  November  4, 1992,  by and  between  the
                      Company and Joseph Rosetti.

          4(g)   -    Agreement  dated  November  4, 1992,  by and  between  the
                      Company and Richard Hickok.

          5      -    Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -    Consent of Grant Thornton LLP, independent auditors.

         23(b)   -    Consent  of  Olshan   Grundman   Frome  &  Rosenzweig  LLP
                      (included in its opinion filed as Exhibit 5).

         24      -    Powers of Attorney  (included  on  signature  page to this
                      Registration Statement).

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 of
                                    1933;

                           (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

                                      -14-
fundamental  change in the  information  set
                                    forth in the Registration Statement;

                           (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 (i) and (ii) above
                           do  not  apply  if  the  information  required  to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                  (2)      That, for the purposes 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 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  that 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
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         C.       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
                  foregoing  provisions,  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  Securities

                                      -15-
Act of 1933 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  a   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 of 1933 and will be
                  governed by the final adjudication of such issue.

         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.

                                      -16-
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 Maplewood, State of New Jersey on August 2, 1995.

                                   ALPINE LACE BRANDS, INC.

                                   By:/s/ Carl T. Wolf
                                      -----------------------------------------
                                      Carl T. Wolf, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Carl T.  Wolf his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities,  to sign
any or all amendments to this Registration Statement, and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing
requisite  necessary  to be done in and  about  the  premises,  as  fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all  that  said  attorney-in-fact  and  agent,  or  his  or her
substitute, may lawfully do or cause to be done by virtue hereof.

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

      SIGNATURE                             TITLE                    DATE

/s/ Carl T. Wolf
- ----------------------------          Chairman of the            August 2, 1995
     Carl T. Wolf                     Board, President and
                                      Chief Executive
                                      Officer (principal
                                      executive officer)
                                      and Director

/s/ Arthur Karmel
- ----------------------------         Vice President -            August 2, 1995
    Arthur Karmel                    Finance (principal
                                     financial officer)

/s/ Marion F. Wolf
- ----------------------------         Vice President-Food         August 2, 1995
    Marion F. Wolf                   Service and Director

                                      -17-
/s/ Richard Cheney
- ----------------------------         Director                    August 2, 1995
   Richard Cheney

/s/ Howard M. Lorber
- ----------------------------         Director                    August 2, 1995
   Howard M. Lorber

- ----------------------------         Director                    August  , 1995
   Richard S. Hickok

- ----------------------------         Director                    August  , 1995
   Joseph R. Rosetti

/s/ Stephen Sadove
- ----------------------------         Director                    August 2, 1995
   Stephen Sadove

/s/ Marvin Schiller
- ----------------------------         Director                    August 2, 1995
   Marvin Schiller

                                      -18-