Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                               -----------------

                            CHEM INTERNATIONAL, INC.
---------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

Delaware                                             13-3035216
--------------------------------------------------------------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

                   201 Route 22, Hillside, New Jersey 07205
---------------------------------------------------------------------------
(Address of Principal Executive Offices)       (Zip Code)

                            CHEM INTERNATIONAL, INC.
                                STOCK OPTION PLAN
----------------------------------------------------------------------------
                            (Full title of the plan)

                                  E. Gerald Kay
                                    President
                            CHEM INTERNATIONAL, INC.
                                  201 Route 22
                           Hillside, New Jersey 07205
----------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (973) 926-0816
---------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Michael J. Nita, Esq.
                             Shanley & Fisher, P.C.
                               131 Madison Avenue
                          Morristown, New Jersey 07962
                                (973) 285-1000

                         Calculation of Registration Fee
----------------------------------------------------------------------------
                                      Proposed       Proposed
Title of                              maximum        maximum
securities             Amount         offering       aggregate     Amount of
to be                  to be          price per      offering      registra-
registered             registered     share(1)       price(1)      tion fee

Common Stock,          1,000,000      $2.625         $2,625,000    $795.46
$.002 par value        shares
-----------------------------------------------------------------------------
(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule 457(h)  based on the average of the high and low price per
share as reported on the Nasdaq Small Cap Market on October 6, 1997.







<PAGE>



                                     Part I


             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


            Documents relating to the Chem International, Inc. Stock Option Plan
(the "Plan") and containing the information specified in Part I of Form S-8 will
be sent or given to  participants  in the Plan, as specified by Rule  428(b)(1),
and are not filed as part of this  registration  statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  and the documents
incorporated by reference in the  registration  statement  pursuant to Item 3 of
Part II of Form S-8,  taken  together,  constitute a  prospectus  that meets the
requirements  of Section  10(a) of the  Securities  Act of 1933, as amended (the
"Securities Act").






<PAGE>



                                     Part II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.

            The  following  documents,  which have been filed by the  registrant
with  the  Securities  and  Exchange  Commission,  are  hereby  incorporated  by
reference:

            (i)     the registrant's Annual Report on Form 10-KSB for
                    the fiscal year ended June 30, 1997; and

            (ii)    the description of the registrant's common stock,
                    par value $.002 per share (the "Common Stock"),
                    and its Class A Redeemable Warrants set forth in
                    the registrant's Registration Statement filed
                    pursuant to Section 12 of the Securities and
                    Exchange Act of 1934 (the "Exchange Act") and any
                    amendment or report filed for the purpose of
                    updating such description.

            All documents  filed by the registrant  pursuant to Sections  13(a),
13(c),  14 or 15(d) of the Exchange Act  subsequent to the date hereof and prior
to the 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 herein and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed modified or superseded for purposes hereof to the extent that a statement
contained  herein  or in any other  subsequently  filed  document  which is also
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.


Item 4.     Description of Securities.

            Not Applicable


Item 5.     Interests of Named Experts and Counsel.






<PAGE>



            None.






<PAGE>




Item 6.     Indemnification of Directors and Officers.

            The Company is  organized  under the laws of the State of  Delaware.
Section  145  of  the  Delaware  General  Corporation  Law  permits  a  Delaware
corporation  to indemnify any person who is a party (or is threatened to be made
a party) to any  threatened,  pending or completed  action,  suit or  proceeding
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact that he or she is
or was a director,  officer,  employee or agent of the  corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation  or  enterprise.  A  corporation  may  similarly
indemnify such person in the case of actions or suits brought by or in the right
of the  corporation,  except  (unless  otherwise  ordered by the court)  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.

            A corporation may indemnify such person against expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person 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.  Any indemnification shall be made by the corporation only
as authorized in the specific case upon a determination that  indemnification is
proper in the circumstances because the person has met the aforesaid standard of
conduct.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors who were not parties to the action,  suit, or  proceeding,  whether or
not 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.  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 described above, or in defense of any claim, issue or
matter therein,  such person shall be indemnified  against  expenses  (including
attorneys' fees) actually and reasonably incurred in connection  therewith.  The
statute  also  provides  that it is not  exclusive  of any other rights to which
those seeking indemnification may be entitled under any bylaws,  agreement, vote
of stockholders or disinterested  directors, or otherwise. The Company's By-Laws
provide for the  indemnification  of its  directors  and officers to the fullest
extent permitted by law.






<PAGE>



            Section  102(b)(7) of the Delaware General  Corporation Law allows a
Delaware  corporation to limit or eliminate the personal  liability of directors
to the  corporation  and its  stockholders  for  monetary  damages for breach of
fiduciary duty as a director. However, this provision excludes any limitation on
liability  (1)  for  any  breach  of  the  director's  duty  of  loyalty  to the
corporation or its stockholders,  (2) for acts or omissions not in good faith or
which  involved  intentional  misconduct or a knowing  violation of law, (3) for
intentional  or negligent  payment of unlawful  dividends or stock  purchases or
redemptions  or (4) for any  transaction  from  which the  director  derived  an
improper  benefit.  Moreover,  while  this  provision  provides  directors  with
protection  against  awards for  monetary  damages for breaches of their duty of
care, it does not eliminate such duty. Accordingly,  this provision will have no
effect on the  availability  of  equitable  remedies  such as an  injunction  or
rescission  based on a  director's  breach of his or her duty of care.  Finally,
this  provision  applies to an officer of a  corporation  only if he or she is a
director of such  corporation  and is acting in his or her capacity as director,
and does not apply to officers of the corporation who are not directors.

            The  Company's   Certificate  of  Incorporation   provides  for  the
limitation on liability  permitted by Section  102(b)(7).  The Company maintains
directors and officers' liability insurance.

Item 7.     Exemption from Registration Claimed.

            Not applicable.


Item 8.     Exhibits.

            4.1    Restated Certificate of Incorporation of Chem
                   International, Inc. (incorporated herein by
                   reference to Exhibit 3.1 to the Registrant's
                   Registration Statement on Form SB-2, Registration
                   No. 333-5240.

            4.2    By-Laws of Chem International, Inc. (incorporated
                   herein by reference to Exhibit 3.2 to the
                   Registrant's Registration Statement on Form SB-2,
                   Registration No. 333-5240).

            4.3    Chem  International,  Inc.  Stock  Option Plan  (incorporated
                   herein  by  reference  to  Exhibit  10.7 to the  Registrant's
                   Amendment  No.  1 to  Registration  Statement  on Form  SB-2,
                   Registration No. 333-5240.

            5 Opinion of Shanley & Fisher, P.C.





<PAGE>



            23.1   Consent of Shanley & Fisher, P.C. (included in Ex
                   hibit 5).

            23.2*  Consent of Moore Stephens, P.C.

            24* Powers of Attorney.
---------
   * Filed herewith

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 fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective 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)(1)(i) and (a)(1)(ii) do not
apply if the  registration  statement is on Form S- 3, Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  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.





<PAGE>



                   (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.

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

            (b) The  undersigned  registrant  hereby  undertakes  that,  for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 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 a new registration statement relating to
the securities  offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

            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.





<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 Hillside, State of New Jersey on the 8th day
of October, 1997.

       CHEM INTERNATIONAL, INC.


       By:  E. Gerald Kay
            E. Gerald Kay
            Chairman of the Board,
            President and Director

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

         Signature                   Capacity in Which Signed


E. Gerald Kay                        Chairman of the Board,
E. Gerald Kay                        President and Director
                                     (principal executive officer)


Eric Friedman                        Vice President and Treasurer
Eric Friedman                        (principal financial and
                                     accounting officer)



Robert J. Canarick*                  Director
Robert J. Canarick



Christina M. Kay*                    Director
Christina M. Kay



Riva L. Kay*                         Director
Riva L. Kay






<PAGE>



Leonard Stowe*                       Director
Leonard Stowe



*E. Gerald Kay hereby signs this Registration Statement on Form S-8 on behalf of
each of the indicated persons for whom he is attorney-in-fact on October 8, 1997
pursuant to a power of attorney filed herewith.

By:E. Gerald Kay
   E. Gerald Kay
   Attorney-in-Fact

Dated:  October 8, 1997






<PAGE>





                                  EXHIBIT INDEX


Exhibit


5       Opinion of Shanley & Fisher, P.C.

23.1    Consent of Shanley & Fisher, P.C. (included
        in Exhibit 5)

23.2    Consent of Moore Stephens, P.C.

24      Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION", "secsgml_size_bytes": 18367}]
{"company-data": {"conformed-name": "CHEM INTERNATIONAL INC", "cik": "0001016504", "assigned-sic": "2834", "irs-number": "133035216", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37509", "film-number": "97693083"}, "business-address": {"street1": "201 ROUTE 22", "city": "HILLSIDE", "state": "NJ", "zip": "07205", "phone": "2019260816"}, "mail-address": {"street1": "201 ROUTE 223", "city": "HILLSIDE", "state": "NJ", "zip": "07205"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                               -----------------

                            CHEM INTERNATIONAL, INC.
---------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

Delaware                                             13-3035216
--------------------------------------------------------------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

                   201 Route 22, Hillside, New Jersey 07205
---------------------------------------------------------------------------
(Address of Principal Executive Offices)       (Zip Code)

                            CHEM INTERNATIONAL, INC.
                                STOCK OPTION PLAN
----------------------------------------------------------------------------
                            (Full title of the plan)

                                  E. Gerald Kay
                                    President
                            CHEM INTERNATIONAL, INC.
                                  201 Route 22
                           Hillside, New Jersey 07205
----------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (973) 926-0816
---------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Michael J. Nita, Esq.
                             Shanley & Fisher, P.C.
                               131 Madison Avenue
                          Morristown, New Jersey 07962
                                (973) 285-1000

                         Calculation of Registration Fee
----------------------------------------------------------------------------
                                      Proposed       Proposed
Title of                              maximum        maximum
securities             Amount         offering       aggregate     Amount of
to be                  to be          price per      offering      registra-
registered             registered     share(1)       price(1)      tion fee

Common Stock,          1,000,000      $2.625         $2,625,000    $795.46
$.002 par value        shares
-----------------------------------------------------------------------------
(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule 457(h)  based on the average of the high and low price per
share as reported on the Nasdaq Small Cap Market on October 6, 1997.
Part I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            Documents relating to the Chem International, Inc. Stock Option Plan
(the "Plan") and containing the information specified in Part I of Form S-8 will
be sent or given to  participants  in the Plan, as specified by Rule  428(b)(1),
and are not filed as part of this  registration  statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  and the documents
incorporated by reference in the  registration  statement  pursuant to Item 3 of
Part II of Form S-8,  taken  together,  constitute a  prospectus  that meets the
requirements  of Section  10(a) of the  Securities  Act of 1933, as amended (the
"Securities Act").
Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The  following  documents,  which have been filed by the  registrant
with  the  Securities  and  Exchange  Commission,  are  hereby  incorporated  by
reference:

            (i)     the registrant's Annual Report on Form 10-KSB for
                    the fiscal year ended June 30, 1997; and

            (ii)    the description of the registrant's common stock,
                    par value $.002 per share (the "Common Stock"),
                    and its Class A Redeemable Warrants set forth in
                    the registrant's Registration Statement filed
                    pursuant to Section 12 of the Securities and
                    Exchange Act of 1934 (the "Exchange Act") and any
                    amendment or report filed for the purpose of
                    updating such description.

            All documents  filed by the registrant  pursuant to Sections  13(a),
13(c),  14 or 15(d) of the Exchange Act  subsequent to the date hereof and prior
to the 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 herein and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed modified or superseded for purposes hereof to the extent that a statement
contained  herein  or in any other  subsequently  filed  document  which is also
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.     Description of Securities.

            Not Applicable

Item 5.     Interests of Named Experts and Counsel.
None.
Item 6.     Indemnification of Directors and Officers.

            The Company is  organized  under the laws of the State of  Delaware.
Section  145  of  the  Delaware  General  Corporation  Law  permits  a  Delaware
corporation  to indemnify any person who is a party (or is threatened to be made
a party) to any  threatened,  pending or completed  action,  suit or  proceeding
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact that he or she is
or was a director,  officer,  employee or agent of the  corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation  or  enterprise.  A  corporation  may  similarly
indemnify such person in the case of actions or suits brought by or in the right
of the  corporation,  except  (unless  otherwise  ordered by the court)  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.

            A corporation may indemnify such person against expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person 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.  Any indemnification shall be made by the corporation only
as authorized in the specific case upon a determination that  indemnification is
proper in the circumstances because the person has met the aforesaid standard of
conduct.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors who were not parties to the action,  suit, or  proceeding,  whether or
not 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.  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 described above, or in defense of any claim, issue or
matter therein,  such person shall be indemnified  against  expenses  (including
attorneys' fees) actually and reasonably incurred in connection  therewith.  The
statute  also  provides  that it is not  exclusive  of any other rights to which
those seeking indemnification may be entitled under any bylaws,  agreement, vote
of stockholders or disinterested  directors, or otherwise. The Company's By-Laws
provide for the  indemnification  of its  directors  and officers to the fullest
extent permitted by law.
Section  102(b)(7) of the Delaware General  Corporation Law allows a
Delaware  corporation to limit or eliminate the personal  liability of directors
to the  corporation  and its  stockholders  for  monetary  damages for breach of
fiduciary duty as a director. However, this provision excludes any limitation on
liability  (1)  for  any  breach  of  the  director's  duty  of  loyalty  to the
corporation or its stockholders,  (2) for acts or omissions not in good faith or
which  involved  intentional  misconduct or a knowing  violation of law, (3) for
intentional  or negligent  payment of unlawful  dividends or stock  purchases or
redemptions  or (4) for any  transaction  from  which the  director  derived  an
improper  benefit.  Moreover,  while  this  provision  provides  directors  with
protection  against  awards for  monetary  damages for breaches of their duty of
care, it does not eliminate such duty. Accordingly,  this provision will have no
effect on the  availability  of  equitable  remedies  such as an  injunction  or
rescission  based on a  director's  breach of his or her duty of care.  Finally,
this  provision  applies to an officer of a  corporation  only if he or she is a
director of such  corporation  and is acting in his or her capacity as director,
and does not apply to officers of the corporation who are not directors.

            The  Company's   Certificate  of  Incorporation   provides  for  the
limitation on liability  permitted by Section  102(b)(7).  The Company maintains
directors and officers' liability insurance.

Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

            4.1    Restated Certificate of Incorporation of Chem
                   International, Inc. (incorporated herein by
                   reference to Exhibit 3.1 to the Registrant's
                   Registration Statement on Form SB-2, Registration
                   No. 333-5240.

            4.2    By-Laws of Chem International, Inc. (incorporated
                   herein by reference to Exhibit 3.2 to the
                   Registrant's Registration Statement on Form SB-2,
                   Registration No. 333-5240).

            4.3    Chem  International,  Inc.  Stock  Option Plan  (incorporated
                   herein  by  reference  to  Exhibit  10.7 to the  Registrant's
                   Amendment  No.  1 to  Registration  Statement  on Form  SB-2,
                   Registration No. 333-5240.

            5 Opinion of Shanley & Fisher, P.C.
23.1   Consent of Shanley & Fisher, P.C. (included in Ex
                   hibit 5).

            23.2*  Consent of Moore Stephens, P.C.

            24* Powers of Attorney.
---------
   * Filed herewith

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 fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective 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)(1)(i) and (a)(1)(ii) do not
apply if the  registration  statement is on Form S- 3, Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  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 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.

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

            (b) The  undersigned  registrant  hereby  undertakes  that,  for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 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 a new registration statement relating to
the securities  offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

            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.
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 Hillside, State of New Jersey on the 8th day
of October, 1997.

       CHEM INTERNATIONAL, INC.

       By:  E. Gerald Kay
            E. Gerald Kay
            Chairman of the Board,
            President and Director

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

         Signature                   Capacity in Which Signed

E. Gerald Kay                        Chairman of the Board,
E. Gerald Kay                        President and Director
                                     (principal executive officer)

Eric Friedman                        Vice President and Treasurer
Eric Friedman                        (principal financial and
                                     accounting officer)

Robert J. Canarick*                  Director
Robert J. Canarick

Christina M. Kay*                    Director
Christina M. Kay

Riva L. Kay*                         Director
Riva L. Kay
Leonard Stowe*                       Director
Leonard Stowe

*E. Gerald Kay hereby signs this Registration Statement on Form S-8 on behalf of
each of the indicated persons for whom he is attorney-in-fact on October 8, 1997
pursuant to a power of attorney filed herewith.

By:E. Gerald Kay
   E. Gerald Kay
   Attorney-in-Fact

Dated:  October 8, 1997
EXHIBIT INDEX

Exhibit

5       Opinion of Shanley & Fisher, P.C.

23.1    Consent of Shanley & Fisher, P.C. (included
        in Exhibit 5)

23.2    Consent of Moore Stephens, P.C.

24      Powers of Attorney