Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                FIRST ALERT, INC.
               (Exact name of issuer as specified in its charter)

                               Delaware 04-315705
          (State of Incorporation) (IRS Employer Identification Number)

                   3901 Liberty Street, Aurora, Illinois 60504
                    (Address of Principal Executive Offices)

                                 (708) 851-7330
              (Registrant's telephone number, including area code)

                                FIRST ALERT, INC.
                             1994 STOCK OPTION PLAN
                            (Full title of the Plan)

                         Michael J. Riccio, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                  Proposed             Proposed
 Title of                                          Maximum              Maximum
Securities             Amount                     Offering             Aggregate                  Amount of
  to be                to be                        Price               Offering                 Registration
Registered          Registered(l)                 Per Share              Price                       Fee(2)

<S>                     <C>                        <C>                <C>                        <C>      
Common Stock,           405,870                    $8.50              $3,449,895                 $1,189.62
par value                25,000                    11.0625               276,563                     95.37
$.01 per share           35,479                    14.75                 523,315                    180.45
                        126,000                    13.50               1,701,000                    586.55
                         12,000                    12.125                145,500                     50.17
                         25,000                     6.875                171,875                     59.27
                        214,000                     7.9375             1,698,625                    585.73
                        222,500                     6.6875             1,487,969                    513.09
                        160,817                     6.50               1,045,311                    360.45
                     ----------                                      -----------                  --------
                      1,226,666                                      $10,500,052                 $3,620.71
</TABLE>
<PAGE>
(1) Also  registered  hereunder are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.

(2) The  registration  fee has been  calculated  with  respect to 160,817 of the
shares registered on the basis of the average of the high and low sale prices on
the Nasdaq Stock Market,  Inc.  ("Nasdaq") on May 17, 1996;  and with respect to
the  remaining  1,065,849  shares  registered on the basis of the price at which
options may be exercised.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  Post-Effective  Amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold)  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or the latest  Prospectus  filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts. As of May 22, 1996 a
total of 11,400  shares of  Common  Stock  were  beneficially  owned by  certain
stockholders of Hutchins, Wheeler & Dittmar, A Professional Corporation.
<PAGE>
Item 6.  Indemnification of Directors and Officers

         Section  145 of the  General  Corporation  Law of the State of Delaware
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 an 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.

         (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
<PAGE>
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  (including  attorneys'  fees)  incurred by an officer or
director in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  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  (including
attorneys' fees) incurred by other employees and agents may be so 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 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 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,
<PAGE>
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
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  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  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.

         (k) The Court of Chancery is hereby vested with exclusive  jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).

         Article  NINTH of the  Restated  Certificate  of  Incorporation  of the
Company provides as follows:

         No  director  of the  Corporation  shall be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided that, to the extent  provided by applicable  law, this provision  shall
not eliminate  the liability of a director (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General  Corporation Law of the
State of Delaware,  or (iv) for any transaction  from which the director derived
an improper personal benefit.  No amendment to or repeal of this provision shall
apply to or have  any  effect  on the  liability  or  alleged  liability  of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.
<PAGE>
         Article 10 of the By-laws of the Company provides as follows:

                                   ARTICLE 10

                                 INDEMNIFICATION
      Section 10.1 Third Party Actions. The Corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he 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  attorney's  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
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.

         Section 10.2 Derivative  Actions.  The Corporation  shall 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  for  negligence  or
misconduct in the performance of his duty 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.
<PAGE>
         Section 10.3 Expenses. To the extent that a Director, officer, employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
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.

         Section 10.4 Authorization. Any indemnification under Sections 10.1 and
10.2  (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 Sections 10.1 and 10.2.
Such determination shall be made (a) by a majority vote of the Directors who are
not parties to such action, suit or proceeding,  even though less than a quorum,
or (b) if there  are no such  Directors,  or if such  Directors  so  direct,  by
independent legal counsel in a written opinion, or (c) by the stockholders.

         Section  10.5  Advance  Payment of  Expenses.  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  of such
action,  suit or  proceeding  as  authorized  by the Board of  Directors  in the
specific case upon receipt of an  undertaking by or on behalf of such officer or
Director to repay such amount unless it shall  ultimately be determined  that he
is entitled to be indemnified  by the  Corporation as authorized in this Article
10. Such  expenses  incurred by other  employees  and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

         Section 10.6  Non-Exclusiveness.  The indemnification  provided by this
Article  10 shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled under any by-law,  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,  and shall  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.

         Section 10.7 Insurance.  The  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 or not the Corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
Article 10.
<PAGE>
         Section 10.8 Constituent Corporations. The Corporation shall have power
to indemnify any person who is or was a director,  officer, employee or agent of
a  constituent  corporation  absorbed  in a  consolidation  or merger  with this
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,  in the same manner as  hereinabove
provided for 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.

         Section 10.9 Additional  Indemnification.  In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent  provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined  (in the manner  prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

         The Company  has  purchased  insurance  with  respect  to,  among other
things, the liabilities that may arise under the statutory  provisions  referred
to above.  The  directors  and officers of the Company also are insured  against
certain liabilities,  including certain liabilities arising under the Securities
Act of 1933, as amended,  which might be incurred by them in such capacities and
against which they are not indemnified by the Company.

         Item 7.  Exemption from Registration Claimed

         Not Applicable.

         Item 8.  Exhibits
<TABLE>
<CAPTION>
         Number            Description
               <S>            <C>
              4.1             First Alert, Inc. 1994 Stock Option Plan, as amended.

              5.1             Opinion of Hutchins, Wheeler & Dittmar, A Professional
                              Corporation, as to legality of shares being registered and consent of
                              Hutchins, Wheeler & Dittmar, A Professional Corporation.

              23.1            Consent of Independent Public Accountants.
</TABLE>
        Item 9.  Undertakings
<PAGE>
        The undersigned Registrant hereby undertakes the following:

        (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 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 (a)(l)(i) and (a)(l)(ii) 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 section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

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

        (3) To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                (b) 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  give,  the  latest  annual  report  to  security  holders  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 are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is
<PAGE>
sent or given, the latest quarterly report that is specifically  incorporated by
reference in the prospectus to provide such interim financial information.

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

                (d) The undersigned registrant hereby undertakes,  that, 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  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                     [Rest of Page Intentionally Left Blank]
<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 Aurora, Illinois on May 22, 1996.

                                          FIRST ALERT, INC.


                                          /s/ Malcolm Candlish
                                          -------------------------------------
                                          Malcolm Candlish
                                          Chairman of the Board, President and
                                          Chief Executive Officer



        KNOW ALL MEN BY THESE PRESENTS that each person whose signature  appears
below constitutes and appoints Malcolm Candlish and Gary L. Lederer, and each of
them,   with  the  power  to  act  without  the  other,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him or in his name,  place and stead,  in any and all capacities to sign any
and all amendments or post-effective  amendments to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agents or either of them, or their or his substitutes,  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.
<TABLE>
<CAPTION>
             Signature                          Title                           Date

     <S>                                       <C>                              <C>

     /s/ Malcolm Candlish                      Chairman of the                  May 22, 1996
    ---------------------------------------
    Malcolm Candlish                           Board, President, Chief
                                               Executive Officer
                                               and Director
                                               (principal executive
                                                officer)



      /s/ Gary Lederer                         Senior Vice President            May 22, 1996
    ---------------------------------------
    Gary L. Lederer                            Chief Financial Officer
                                               Secretary and
                                               Treasurer
                                               (principal financial
                                                and accounting officer)
<PAGE>
       /s/ David V. Harkins                    Director                         May 22, 1996
     --------------------------------------        
    David V. Harkins




      /s/ Scott A. Schoen                      Director                         May 22, 1996
    ---------------------------------------           
    Scott A. Schoen



      /s/Anthony J. DiNovi                     Director                         May 22, 1996
    ----------------------------------------
    Anthony J. DiNovi



      /s/ John R. Albers                       Director                         May 22, 1996
    ---------------------------------------         
    John R. Albers



     /s/ Peter M. Wood                         Director                         May 22, 1996
    ---------------------------------------        
    Peter M. Wood
</TABLE>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                                    EXHIBITS

                                       to

                                    FORM S-8



                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933




                                FIRST ALERT, INC.
             (Exact name of registrant as specified in its charter)
[{"type": "S-8", "sequence": "1", "description": "FIRST ALERT, INC.", "secsgml_size_bytes": 34263}]
{"company-data": {"conformed-name": "FIRST ALERT INC", "cik": "0000918960", "assigned-sic": "3669", "irs-number": "043157075", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04237", "film-number": "96570826"}, "business-address": {"street1": "3901 LIBERTY STREET ROAD", "city": "AURORA", "state": "IL", "zip": "60504-8122", "phone": "7088517330"}, "mail-address": {"street1": "3901 LIBERTY STREET RD", "city": "AURORA", "state": "IL", "zip": "60068"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                FIRST ALERT, INC.
               (Exact name of issuer as specified in its charter)

                               Delaware 04-315705
          (State of Incorporation) (IRS Employer Identification Number)

                   3901 Liberty Street, Aurora, Illinois 60504
                    (Address of Principal Executive Offices)

                                 (708) 851-7330
              (Registrant's telephone number, including area code)

                                FIRST ALERT, INC.
                             1994 STOCK OPTION PLAN
                            (Full title of the Plan)

                         Michael J. Riccio, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed             Proposed
 Title of                                          Maximum              Maximum
Securities             Amount                     Offering             Aggregate                  Amount of
  to be                to be                        Price               Offering                 Registration
Registered          Registered(l)                 Per Share              Price                       Fee(2)
Common Stock,           405,870                    $8.50              $3,449,895                 $1,189.62
par value                25,000                    11.0625               276,563                     95.37
$.01 per share           35,479                    14.75                 523,315                    180.45
                        126,000                    13.50               1,701,000                    586.55
                         12,000                    12.125                145,500                     50.17
                         25,000                     6.875                171,875                     59.27
                        214,000                     7.9375             1,698,625                    585.73
                        222,500                     6.6875             1,487,969                    513.09
                        160,817                     6.50               1,045,311                    360.45
                     ----------                                      -----------                  --------
                      1,226,666                                      $10,500,052                 $3,620.71
(1) Also  registered  hereunder are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.

(2) The  registration  fee has been  calculated  with  respect to 160,817 of the
shares registered on the basis of the average of the high and low sale prices on
the Nasdaq Stock Market,  Inc.  ("Nasdaq") on May 17, 1996;  and with respect to
the  remaining  1,065,849  shares  registered on the basis of the price at which
options may be exercised.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  Post-Effective  Amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold)  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or the latest  Prospectus  filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts. As of May 22, 1996 a
total of 11,400  shares of  Common  Stock  were  beneficially  owned by  certain
stockholders of Hutchins, Wheeler & Dittmar, A Professional Corporation.
Item 6.  Indemnification of Directors and Officers

         Section  145 of the  General  Corporation  Law of the State of Delaware
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 an 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.

         (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  (including  attorneys'  fees)  incurred by an officer or
director in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  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  (including
attorneys' fees) incurred by other employees and agents may be so 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 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 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
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  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  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.

         (k) The Court of Chancery is hereby vested with exclusive  jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).

         Article  NINTH of the  Restated  Certificate  of  Incorporation  of the
Company provides as follows:

         No  director  of the  Corporation  shall be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided that, to the extent  provided by applicable  law, this provision  shall
not eliminate  the liability of a director (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General  Corporation Law of the
State of Delaware,  or (iv) for any transaction  from which the director derived
an improper personal benefit.  No amendment to or repeal of this provision shall
apply to or have  any  effect  on the  liability  or  alleged  liability  of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.
Article 10 of the By-laws of the Company provides as follows:

                                   ARTICLE 10

                                 INDEMNIFICATION
      Section 10.1 Third Party Actions. The Corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he 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  attorney's  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
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.

         Section 10.2 Derivative  Actions.  The Corporation  shall 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  for  negligence  or
misconduct in the performance of his duty 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.
Section 10.3 Expenses. To the extent that a Director, officer, employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
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.

         Section 10.4 Authorization. Any indemnification under Sections 10.1 and
10.2  (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 Sections 10.1 and 10.2.
Such determination shall be made (a) by a majority vote of the Directors who are
not parties to such action, suit or proceeding,  even though less than a quorum,
or (b) if there  are no such  Directors,  or if such  Directors  so  direct,  by
independent legal counsel in a written opinion, or (c) by the stockholders.

         Section  10.5  Advance  Payment of  Expenses.  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  of such
action,  suit or  proceeding  as  authorized  by the Board of  Directors  in the
specific case upon receipt of an  undertaking by or on behalf of such officer or
Director to repay such amount unless it shall  ultimately be determined  that he
is entitled to be indemnified  by the  Corporation as authorized in this Article
10. Such  expenses  incurred by other  employees  and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

         Section 10.6  Non-Exclusiveness.  The indemnification  provided by this
Article  10 shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled under any by-law,  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,  and shall  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.

         Section 10.7 Insurance.  The  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 or not the Corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
Article 10.
Section 10.8 Constituent Corporations. The Corporation shall have power
to indemnify any person who is or was a director,  officer, employee or agent of
a  constituent  corporation  absorbed  in a  consolidation  or merger  with this
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,  in the same manner as  hereinabove
provided for 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.

         Section 10.9 Additional  Indemnification.  In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent  provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined  (in the manner  prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

         The Company  has  purchased  insurance  with  respect  to,  among other
things, the liabilities that may arise under the statutory  provisions  referred
to above.  The  directors  and officers of the Company also are insured  against
certain liabilities,  including certain liabilities arising under the Securities
Act of 1933, as amended,  which might be incurred by them in such capacities and
against which they are not indemnified by the Company.

         Item 7.  Exemption from Registration Claimed

         Not Applicable.

         Item 8.  Exhibits
Number            Description
4.1             First Alert, Inc. 1994 Stock Option Plan, as amended.

              5.1             Opinion of Hutchins, Wheeler & Dittmar, A Professional
                              Corporation, as to legality of shares being registered and consent of
                              Hutchins, Wheeler & Dittmar, A Professional Corporation.

              23.1            Consent of Independent Public Accountants.
Item 9.  Undertakings
The undersigned Registrant hereby undertakes the following:

        (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 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 (a)(l)(i) and (a)(l)(ii) 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 section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

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

        (3) To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                (b) 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  give,  the  latest  annual  report  to  security  holders  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 are 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.

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

                (d) The undersigned registrant hereby undertakes,  that, 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  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                     [Rest of Page Intentionally Left Blank]
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 Aurora, Illinois on May 22, 1996.

                                          FIRST ALERT, INC.

                                          /s/ Malcolm Candlish
                                          -------------------------------------
                                          Malcolm Candlish
                                          Chairman of the Board, President and
                                          Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS that each person whose signature  appears
below constitutes and appoints Malcolm Candlish and Gary L. Lederer, and each of
them,   with  the  power  to  act  without  the  other,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him or in his name,  place and stead,  in any and all capacities to sign any
and all amendments or post-effective  amendments to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agents or either of them, or their or his substitutes,  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/ Malcolm Candlish                      Chairman of the                  May 22, 1996
    ---------------------------------------
    Malcolm Candlish                           Board, President, Chief
                                               Executive Officer
                                               and Director
                                               (principal executive
                                                officer)

      /s/ Gary Lederer                         Senior Vice President            May 22, 1996
    ---------------------------------------
    Gary L. Lederer                            Chief Financial Officer
                                               Secretary and
                                               Treasurer
                                               (principal financial
                                                and accounting officer)
/s/ David V. Harkins                    Director                         May 22, 1996
     --------------------------------------        
    David V. Harkins

      /s/ Scott A. Schoen                      Director                         May 22, 1996
    ---------------------------------------           
    Scott A. Schoen

      /s/Anthony J. DiNovi                     Director                         May 22, 1996
    ----------------------------------------
    Anthony J. DiNovi

      /s/ John R. Albers                       Director                         May 22, 1996
    ---------------------------------------         
    John R. Albers

     /s/ Peter M. Wood                         Director                         May 22, 1996
    ---------------------------------------        
    Peter M. Wood
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                FIRST ALERT, INC.
             (Exact name of registrant as specified in its charter)