As filed with the Securities and Exchange Commission on April 10, 1997.
                                                                Registration No.
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                             ESKIMO PIE CORPORATION
               (Exact name of issuer as specified in its charter)



          VIRGINIA                                        54-0571720
(State or other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)

        THOMAS M. MISHOE, JR.                               Copy to:
Chief Financial Officer, Vice President,              JEAN PENICK WATKINS
   Treasurer and Corporate Secretary                Mays & Valentine, L.L.P.
        Eskimo Pie Corporation                   NationsBank Center, 22nd Floor
      901 Moorefield Park Drive                         P. O. Box 11221
          Richmond, VA 23236                        Richmond, VA  23218-1122
            (804) 560-8400                               (804) 697-1297
     (Name, address and telephone
      number of agent for service)


                           901 Moorefield Park Drive
                            Richmond, Virginia 23236
          (Address, of principal executive offices, including zip code)

                ESKIMO PIE CORPORATION 1996 INCENTIVE STOCK PLAN
                      ESKIMO PIE CORPORATION SAVINGS PLAN
              ESKIMO PIE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                             (Full name of the Plan)


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

Approximate  date of proposed commencement of sales pursuant to the Plan: Upon
effectiveness of this Registration Statement


                                  CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
         Title of                                   Proposed Maximum    Proposed Maximum      Amount of
      Securities To                Amount to be      Offering Price        Aggregate         Registration
      Be Registered                Registered(1)        Per Share*       Offering Price*         Fee
      -------------                -------------        ----------       ---------------         ---
<S> <C>
Common Stock, $1 Par Value (2)       450,000             $12.0625           $5,428,125         $1,645
</TABLE>

* Estimated  solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) on the basis of $12.0625  per share,  the average of the high and
low prices of the shares on April 7, 1997.

(1) This  registration  statement  relates to the  registration of shares of the
Registrant's  Common Stock under the following  three plans:  (i) 200,000 shares
under the Registrant's  1996 Incentive Stock Plan; (ii) 200,000 shares under the
Registrant's  Savings  Plan,  and (iii)  50,000  shares  under the  Registrant's
Employee Stock  Purchase Plan.  Pursuant to Rule 416(c) under the Securities Act
of 1933, as amended,  this  Registration  Statement also covers an indeterminate
amount of interests to be offered and sold pursuant to the Registrant's  Savings
Plan.

(2) Also  includes  associated  Series A Junior  Participating  Preferred  Stock
Purchase  Rights  which are not  currently  separable  from the shares of Common
Stock and are not currently exercisable.

--------------------------------------------------------------------------------
<PAGE>
                                     PART II



               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

         The Company will furnish  shareholders  with annual reports  containing
audited  financial  statements and with quarterly reports  containing  unaudited
financial statements for the first three quarters of each fiscal year. Copies of
these documents, and any other communications sent to the Company's shareholders
generally,  also will be furnished to all employees  eligible to  participate in
the Company's  1996  Incentive  Stock Plan,  the Company's  Savings Plan and the
Company's Employee Stock Purchase Plan (collectively, the "Plans").

         The following  documents  filed by the Company with the  Securities and
Exchange  Commission  (the  "Commission")  are  hereby  incorporated  herein  by
reference:

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996,  filed pursuant to Section 13 of the Securities  Exchange Act
of 1934 (the "Exchange Act" or the "1934 Act"); and

         (b) The  description  of the  Company's  Common Stock  contained in the
Company's  registration  statement on Form 8-A and any amendment or report filed
subsequent thereto for the purpose of updating such description.

         All documents  filed by the Company and any of the Plans after the date
of this Registration  Statement pursuant to Sections 13(a),  13(c), 14 and 15(d)
of the 1934  Act,  prior  to the  filing  of a  post-effective  amendment  which
indicates  that all the Company's  Common Stock offered  hereby has been sold or
which deregisters such Common Stock then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
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.  Named Experts and Counsel.

         The  consolidated   financial  statements  of  Eskimo  Pie  Corporation
appearing  in Eskimo Pie  Corporation's  Annual  Report (Form 10-K) for the year
ended  December  31, 1996,  have been audited by Ernst & Young LLP,  independent
auditors, as set forth in their report thereon included therein and incorporated


                                      II-1
<PAGE>

herein by reference.  Such  consolidated  financial  statements are incorporated
herein by  reference in reliance  upon such report  given upon the  authority of
such firm as experts in accounting and auditing.

         The legality of the Company's  Common Stock to be issued or sold by the
Company  pursuant  to the Plans has been  passed  upon for the Company by Mays &
Valentine  L.L.P.,  NationsBank  Center,  1111 East Main Street, P. O. Box 1122,
Richmond,  Virginia  23219.  F.  Claiborne  Johnston,  Jr.,  a partner at Mays &
Valentine L.L.P., serves as a director of the Company.

Item 6.  Indemnification of Directors and Officers.

         As  permitted by Virginia  law,  the Amended and  Restated  Articles of
Incorporation  of  the  Registrant  eliminate  the  liability  of  officers  and
directors  to the Company or it  shareholders  for monetary  damages  except for
liabilities  resulting from such persons having engaged in willful misconduct or
a knowing  violation of the criminal law or any federal or state securities law.
The Amended and Restated  Articles of Incorporation of the Registrant  eliminate
director and officer liability to the Company or its shareholders to the fullest
extent permitted under Virginia corporate law, as now or hereafter in effect.

         Virginia  corporate law permits,  and the Amended and Restated Articles
of  Incorporation  require,   indemnification  of  the  Company's  officers  and
directors against all liabilities  imposed or asserted against them by reason of
having  been  an  officer  or  director  of the  Company  (including  derivative
actions), except in the case of willful misconduct or a knowing violation of the
criminal law. The Amended and Restated Articles of Incorporation also permit the
Company to indemnify employees or agents of the Company to the same extent as is
mandated  for  officers  and  directors.  The Amended and  Restated  Articles of
Incorporation  require  indemnification  to the fullest extent  permitted  under
Virginia corporate law, as now or hereafter in effect.


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a)      An index of Exhibits appears at page II-7 hereof.

         (b)  The  Registrant   hereby  undertakes  to  submit  the  Eskimo  Pie
Corporation  Savings  Plan,  as amended,  to the Internal  Revenue  Service in a
timely manner and will make all changes required by the Internal Revenue Service
in order to qualify such plan.

                                      II-2
<PAGE>


Item 9.  Undertakings.

                  (1)      The undersigned hereby undertakes:

                           a. To file,  during  any  period  in which  offers or
                  sales  are  being  made,  a  post-effective  amendment  to the
                  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; and

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

                           Provided, however, that paragraphs (a)(i) and (a)(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 Exchange Act that are  incorporated
                  by reference in the registration statement;

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

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

                  (2) The undersigned  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of its annual report  pursuant to Section 13(a) or Section 15(d) of the
         Exchange Act (and where  applicable each filing of an employee  benefit
         plan's  annual  report  pursuant to Section  15(d) of the Exchange Act)
         that is incorporated by reference in the  registration  statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                                      II-3
<PAGE>

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


                                      II-4
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
undersigned  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 and on behalf of the Eskimo
Pie  Corporation  Savings  Plan,  as  Plan  Administrator,  by the  undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on
the 10th day of April, 1997.

                                 ESKIMO PIE CORPORATION



                                 By /s/ Thomas M. Mishoe, Jr.
                                    ---------------------------
                                    Thomas M. Mishoe, Jr.
                                    Chief Financial Officer, Vice President,
                                    Treasurer and Corporate Secretary

                                 ESKIMO PIE CORPORATION
                                 SAVINGS PLAN

                                 By ESKIMO PIE CORPORATION
                                 (As Plan Administrator)


                                 By /s/ Thomas M. Mishoe, Jr.
                                    ---------------------------
                                    Thomas M. Mishoe, Jr.
                                    Chief Financial Officer, Vice President,
                                    Treasurer and Corporate Secretary



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 10th day of April, 1997.

        Signature                                    Title
        ---------                                    -----

*/s/   Arnold H. Dreyfuss              Chairman of the Board and Chief
--------------------------------       Executive Officer
       Arnold H. Dreyfuss


*/s/  David B. Kewer                   President and Chief Operating Officer
--------------------------------
      David B. Kewer


                                      II-5
<PAGE>

/s/   Thomas M. Mishoe, Jr.            Chief Financial Officer, Vice President,
--------------------------------       Treasurer and Corporate Secretary
      Thomas M. Mishoe, Jr.


/s/   William T. Berry, Jr.            Assistant Vice President, Controller
--------------------------------
      William T. Berry, Jr.


*/s/  Terrence D. Daniels              Director
--------------------------------
      Terrence D. Daniels


*/s/  William M. Farris, Jr.           Director
--------------------------------
      William M. Farris, Jr.


*/s/  Wilson H. Flohr, Jr.             Director
--------------------------------
      Wilson H. Flohr, Jr.


*/s/  F. Claiborne Johnston, Jr.       Director
--------------------------------
      F. Claiborne Johnston, Jr.


*/s/  Judith B. McBee                  Director
--------------------------------
      Judith B. McBee



*By:  /s/ Thomas M. Mishoe, Jr.
--------------------------------
       Thomas M. Mishoe, Jr.
       (Attorney-in-Fact)

                                      II-6
<PAGE>



                                  EXHIBIT INDEX



Exhibit 4(a)                        Amended and  Restated  Certificate  of
                                    Incorporation  of  Eskimo  Pie  Corporation,
                                    incorporated  herein by reference to Exhibit
                                    C to the Company's  Proxy  Statement for its
                                    1996 Annual Meeting of Shareholders.

Exhibit 4(b)                        Amended and  Restated  Bylaws of Eskimo
                                    Pie  Corporation,   incorporated  herein  by
                                    reference  to Exhibit  3.2 of the  Company's
                                    Report  on Form 10-Q for the  quarter  ended
                                    June 30, 1996.

Exhibit 4(c)(i)                     Eskimo   Pie   Corporation    1996 Incentive
                                    Stock Plan, incorporated herein by reference
                                    to  Exhibit  A to  the  Company's Proxy
                                    Statement for its 1996 Annual Meeting of
                                    Shareholders.

Exhibit 4(c)(ii)                    Eskimo  Pie  Corporation  Savings  Plan,  as
                                    amended, filed herewith.

Exhibit 4(c)(iii)                   Eskimo  Pie   Corporation   Employee   Stock
                                    Purchase Plan, filed herewith.

Exhibit 5                           Opinion  of  Mays &  Valentine  L.L.P.  with
                                    respect to the validity of the Common Stock,
                                    filed herewith.

Exhibit 23(a)                       Consent   of   Mays  &   Valentine   L.L.P.,
                                    contained in their  opinion filed as Exhibit
                                    5 hereto.

Exhibit 23(b)                       Consent  of  Independent  Auditors,  Ernst &
                                    Young LLP, filed herewith.

Exhibit 24                          Powers  of  Attorney  of  directors  and  an
                                    officer of Eskimo Pie Corporation.






                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19486}]
{"company-data": {"conformed-name": "ESKIMO PIE CORP", "cik": "0000787520", "assigned-sic": "2024", "irs-number": "540571720", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24893", "film-number": "97577795"}, "business-address": {"street1": "901 MOOREFIELD PARK DR", "city": "RICHMOND", "state": "VA", "zip": "23236", "phone": "8045608400"}, "mail-address": {"street1": "901 MOOREFIELD PARK DR", "city": "RICHMOND", "state": "VA", "zip": "23236"}}
As filed with the Securities and Exchange Commission on April 10, 1997.
                                                                Registration No.
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                             ESKIMO PIE CORPORATION
               (Exact name of issuer as specified in its charter)

          VIRGINIA                                        54-0571720
(State or other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)

        THOMAS M. MISHOE, JR.                               Copy to:
Chief Financial Officer, Vice President,              JEAN PENICK WATKINS
   Treasurer and Corporate Secretary                Mays & Valentine, L.L.P.
        Eskimo Pie Corporation                   NationsBank Center, 22nd Floor
      901 Moorefield Park Drive                         P. O. Box 11221
          Richmond, VA 23236                        Richmond, VA  23218-1122
            (804) 560-8400                               (804) 697-1297
     (Name, address and telephone
      number of agent for service)

                           901 Moorefield Park Drive
                            Richmond, Virginia 23236
          (Address, of principal executive offices, including zip code)

                ESKIMO PIE CORPORATION 1996 INCENTIVE STOCK PLAN
                      ESKIMO PIE CORPORATION SAVINGS PLAN
              ESKIMO PIE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                             (Full name of the Plan)

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

Approximate  date of proposed commencement of sales pursuant to the Plan: Upon
effectiveness of this Registration Statement

                                  CALCULATION OF REGISTRATION FEE
Title of                                   Proposed Maximum    Proposed Maximum      Amount of
      Securities To                Amount to be      Offering Price        Aggregate         Registration
      Be Registered                Registered(1)        Per Share*       Offering Price*         Fee
      -------------                -------------        ----------       ---------------         ---
Common Stock, $1 Par Value (2)       450,000             $12.0625           $5,428,125         $1,645
* Estimated  solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) on the basis of $12.0625  per share,  the average of the high and
low prices of the shares on April 7, 1997.

(1) This  registration  statement  relates to the  registration of shares of the
Registrant's  Common Stock under the following  three plans:  (i) 200,000 shares
under the Registrant's  1996 Incentive Stock Plan; (ii) 200,000 shares under the
Registrant's  Savings  Plan,  and (iii)  50,000  shares  under the  Registrant's
Employee Stock  Purchase Plan.  Pursuant to Rule 416(c) under the Securities Act
of 1933, as amended,  this  Registration  Statement also covers an indeterminate
amount of interests to be offered and sold pursuant to the Registrant's  Savings
Plan.

(2) Also  includes  associated  Series A Junior  Participating  Preferred  Stock
Purchase  Rights  which are not  currently  separable  from the shares of Common
Stock and are not currently exercisable.

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Company will furnish  shareholders  with annual reports  containing
audited  financial  statements and with quarterly reports  containing  unaudited
financial statements for the first three quarters of each fiscal year. Copies of
these documents, and any other communications sent to the Company's shareholders
generally,  also will be furnished to all employees  eligible to  participate in
the Company's  1996  Incentive  Stock Plan,  the Company's  Savings Plan and the
Company's Employee Stock Purchase Plan (collectively, the "Plans").

         The following  documents  filed by the Company with the  Securities and
Exchange  Commission  (the  "Commission")  are  hereby  incorporated  herein  by
reference:

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996,  filed pursuant to Section 13 of the Securities  Exchange Act
of 1934 (the "Exchange Act" or the "1934 Act"); and

         (b) The  description  of the  Company's  Common Stock  contained in the
Company's  registration  statement on Form 8-A and any amendment or report filed
subsequent thereto for the purpose of updating such description.

         All documents  filed by the Company and any of the Plans after the date
of this Registration  Statement pursuant to Sections 13(a),  13(c), 14 and 15(d)
of the 1934  Act,  prior  to the  filing  of a  post-effective  amendment  which
indicates  that all the Company's  Common Stock offered  hereby has been sold or
which deregisters such Common Stock then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
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.  Named Experts and Counsel.

         The  consolidated   financial  statements  of  Eskimo  Pie  Corporation
appearing  in Eskimo Pie  Corporation's  Annual  Report (Form 10-K) for the year
ended  December  31, 1996,  have been audited by Ernst & Young LLP,  independent
auditors, as set forth in their report thereon included therein and incorporated

                                      II-1
herein by reference.  Such  consolidated  financial  statements are incorporated
herein by  reference in reliance  upon such report  given upon the  authority of
such firm as experts in accounting and auditing.

         The legality of the Company's  Common Stock to be issued or sold by the
Company  pursuant  to the Plans has been  passed  upon for the Company by Mays &
Valentine  L.L.P.,  NationsBank  Center,  1111 East Main Street, P. O. Box 1122,
Richmond,  Virginia  23219.  F.  Claiborne  Johnston,  Jr.,  a partner at Mays &
Valentine L.L.P., serves as a director of the Company.

Item 6.  Indemnification of Directors and Officers.

         As  permitted by Virginia  law,  the Amended and  Restated  Articles of
Incorporation  of  the  Registrant  eliminate  the  liability  of  officers  and
directors  to the Company or it  shareholders  for monetary  damages  except for
liabilities  resulting from such persons having engaged in willful misconduct or
a knowing  violation of the criminal law or any federal or state securities law.
The Amended and Restated  Articles of Incorporation of the Registrant  eliminate
director and officer liability to the Company or its shareholders to the fullest
extent permitted under Virginia corporate law, as now or hereafter in effect.

         Virginia  corporate law permits,  and the Amended and Restated Articles
of  Incorporation  require,   indemnification  of  the  Company's  officers  and
directors against all liabilities  imposed or asserted against them by reason of
having  been  an  officer  or  director  of the  Company  (including  derivative
actions), except in the case of willful misconduct or a knowing violation of the
criminal law. The Amended and Restated Articles of Incorporation also permit the
Company to indemnify employees or agents of the Company to the same extent as is
mandated  for  officers  and  directors.  The Amended and  Restated  Articles of
Incorporation  require  indemnification  to the fullest extent  permitted  under
Virginia corporate law, as now or hereafter in effect.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a)      An index of Exhibits appears at page II-7 hereof.

         (b)  The  Registrant   hereby  undertakes  to  submit  the  Eskimo  Pie
Corporation  Savings  Plan,  as amended,  to the Internal  Revenue  Service in a
timely manner and will make all changes required by the Internal Revenue Service
in order to qualify such plan.

                                      II-2
Item 9.  Undertakings.

                  (1)      The undersigned hereby undertakes:

                           a. To file,  during  any  period  in which  offers or
                  sales  are  being  made,  a  post-effective  amendment  to the
                  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; and

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

                           Provided, however, that paragraphs (a)(i) and (a)(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 Exchange Act that are  incorporated
                  by reference in the registration statement;

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

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

                  (2) The undersigned  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of its annual report  pursuant to Section 13(a) or Section 15(d) of the
         Exchange Act (and where  applicable each filing of an employee  benefit
         plan's  annual  report  pursuant to Section  15(d) of the Exchange Act)
         that is incorporated by reference in the  registration  statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                                      II-3
(3) Insofar as indemnification  for liabilities  arising under
         the Securities Act of 1933 may be permitted to directors,  officers and
         controlling  persons of the undersigned  pursuant to the provisions set
         forth in Item 6 or otherwise,  the undersigned has been advised that in
         the opinion of the Commission  such  indemnification  is against public
         policy as expressed in the  Securities  Act of 1933 and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liability  (other than the payment by the  undersigned of expenses
         incurred or paid by a director,  officer or  controlling  person of the
         undersigned  in  the  successful   defense  of  any  action,   suit  or
         proceeding) is asserted by such director, officer or controlling person
         in connection  with the securities  registered  under the  registration
         statement,  the undersigned  will, unless in the opinion of its counsel
         the matter has been settled by controlling precedent, submit to a court
         of appropriate  jurisdiction the question whether such  indemnification
         by it is against  public policy as expressed in the  Securities  Act of
         1933 and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
undersigned  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 and on behalf of the Eskimo
Pie  Corporation  Savings  Plan,  as  Plan  Administrator,  by the  undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on
the 10th day of April, 1997.

                                 ESKIMO PIE CORPORATION

                                 By /s/ Thomas M. Mishoe, Jr.
                                    ---------------------------
                                    Thomas M. Mishoe, Jr.
                                    Chief Financial Officer, Vice President,
                                    Treasurer and Corporate Secretary

                                 ESKIMO PIE CORPORATION
                                 SAVINGS PLAN

                                 By ESKIMO PIE CORPORATION
                                 (As Plan Administrator)

                                 By /s/ Thomas M. Mishoe, Jr.
                                    ---------------------------
                                    Thomas M. Mishoe, Jr.
                                    Chief Financial Officer, Vice President,
                                    Treasurer and Corporate Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 10th day of April, 1997.

        Signature                                    Title
        ---------                                    -----

*/s/   Arnold H. Dreyfuss              Chairman of the Board and Chief
--------------------------------       Executive Officer
       Arnold H. Dreyfuss

*/s/  David B. Kewer                   President and Chief Operating Officer
--------------------------------
      David B. Kewer

                                      II-5
/s/   Thomas M. Mishoe, Jr.            Chief Financial Officer, Vice President,
--------------------------------       Treasurer and Corporate Secretary
      Thomas M. Mishoe, Jr.

/s/   William T. Berry, Jr.            Assistant Vice President, Controller
--------------------------------
      William T. Berry, Jr.

*/s/  Terrence D. Daniels              Director
--------------------------------
      Terrence D. Daniels

*/s/  William M. Farris, Jr.           Director
--------------------------------
      William M. Farris, Jr.

*/s/  Wilson H. Flohr, Jr.             Director
--------------------------------
      Wilson H. Flohr, Jr.

*/s/  F. Claiborne Johnston, Jr.       Director
--------------------------------
      F. Claiborne Johnston, Jr.

*/s/  Judith B. McBee                  Director
--------------------------------
      Judith B. McBee

*By:  /s/ Thomas M. Mishoe, Jr.
--------------------------------
       Thomas M. Mishoe, Jr.
       (Attorney-in-Fact)

                                      II-6
EXHIBIT INDEX

Exhibit 4(a)                        Amended and  Restated  Certificate  of
                                    Incorporation  of  Eskimo  Pie  Corporation,
                                    incorporated  herein by reference to Exhibit
                                    C to the Company's  Proxy  Statement for its
                                    1996 Annual Meeting of Shareholders.

Exhibit 4(b)                        Amended and  Restated  Bylaws of Eskimo
                                    Pie  Corporation,   incorporated  herein  by
                                    reference  to Exhibit  3.2 of the  Company's
                                    Report  on Form 10-Q for the  quarter  ended
                                    June 30, 1996.

Exhibit 4(c)(i)                     Eskimo   Pie   Corporation    1996 Incentive
                                    Stock Plan, incorporated herein by reference
                                    to  Exhibit  A to  the  Company's Proxy
                                    Statement for its 1996 Annual Meeting of
                                    Shareholders.

Exhibit 4(c)(ii)                    Eskimo  Pie  Corporation  Savings  Plan,  as
                                    amended, filed herewith.

Exhibit 4(c)(iii)                   Eskimo  Pie   Corporation   Employee   Stock
                                    Purchase Plan, filed herewith.

Exhibit 5                           Opinion  of  Mays &  Valentine  L.L.P.  with
                                    respect to the validity of the Common Stock,
                                    filed herewith.

Exhibit 23(a)                       Consent   of   Mays  &   Valentine   L.L.P.,
                                    contained in their  opinion filed as Exhibit
                                    5 hereto.

Exhibit 23(b)                       Consent  of  Independent  Auditors,  Ernst &
                                    Young LLP, filed herewith.

Exhibit 24                          Powers  of  Attorney  of  directors  and  an
                                    officer of Eskimo Pie Corporation.

                                      II-7