================================================================================
                                                          Registration No.  333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                          CHESHIRE DISTRIBUTORS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      84-1209978
          --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

       1599 Post Road East
       Westport, Connecticut                                 06880
       ---------------------                                 -----

(Address of Principal Executive Offices)                   (Zip Code)

          Cheshire Distributors, Inc. 2000 Omnibus Stock Incentive Plan
          -------------------------------------------------------------
                            (Full title of the plan)

                              Willem Oost-Lievense
                            Chief Executive Officer
                           Cheshire Distributors, Inc.
                               1599 Post Road East
                           Westport, Connecticut 06880
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (203) 255-4116
                                 --------------
          (Telephone number, including area code of agent for service)

                                    Copy to:

                             David E. Fleming, Esq.
                               Cummings & Lockwood
                               Four Stamford Plaza
                        Stamford, Connecticut 06904-0120


<PAGE>


<TABLE>
                         CALCULATION OF REGISTRATION FEE

=====================================================================================================
<CAPTION>
                                             Proposed              Proposed
                                             maximum               maximum
Title of securities    Amount to be     offering price per    aggregate offering       Amount of
 to be registered       registered           share(2)              price(2)         registration fee
----------------------------------------------------------------------------------------------------
<S>                     <C>                     <C>               <C>                  <C>
  Common Stock,
par value $.001 per
      share             1,000,000(1)            $5.00             $5,000,000           $1,320.00

=====================================================================================================
</TABLE>


(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Plan being registered pursuant to this
    Registration  Statement  by  reason  of any  stock  dividend,  stock  split,
    recapitalization  or any other  similar  transaction  effected  without  the
    receipt of  consideration  which results in an increase in the number of the
    Registrant's outstanding shares of Common Stock.

(2) Calculated  pursuant to Rule 457(h) of the rules and  regulations  under the
    Securities  Act  of  1933  solely  for  the  purpose  of   calculating   the
    registration fee, based upon the average of the bid and asked prices for the
    Common Stock as reported on the over-the-counter market on May 24, 2000.

================================================================================


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------

          This Registration  Statement relates to the offer and sale by Cheshire
Distributors,  Inc.,  a  Delaware  corporation  (the  "Company"),  of  up  to an
aggregate of  1,000,000  shares of its Common  Stock,  par value $.001 per share
(the "Common  Stock"),  which may be sold pursuant to the Cheshire  Distributors
2000 Omnibus Stock Incentive Plan (the "Plan").

          The documents  containing the  information  specified in Part 1 of the
Form S-8  Registration  Statement  under the  Securities  Act of 1933 (the "1933
Act") are not being filed as part of this  Registration  Statement in accordance
with the Note to Part I of the Form S-8 registration  statement but will be sent
or given to employees  receiving  options under the Plan in accordance with Rule
428(b)(1) under the 1933 Act.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference
-------   ---------------------------------------

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange  Commission (the  "Commission") are incorporated into this Registration
Statement by reference:

          1.   The  Company's  Annual  Report on Form  10-KSB for the year ended
               December 31, 1999;

          2.   The Company's  Quarterly  Reports on Form 10-QSB for the quarters
               ended March 31, 2000, September 30, 1999 and June 30, 1999;

          3.   The Company's Current Report on Form 8-K dated January 24, 2000;

          4.   The Company's Current Report on Form 8-K dated March 7, 2000;

          5.   The Company's  Current  Report on Forms 8-K and 8-K/A dated April
               12, 2000;

          6.   The Company's Current Report on Form 8-K dated April 24, 2000;

          7.   The  Company's  Information  Statement  on Form 14-C dated May 5,
               2000; and

          8.   The Company's S-8 Registration Statement dated February 3, 2000.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934 (the "1934
Act") after the date of this Registration Statement 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 into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.

     To the  extent  that  independent  public  accountants  audit and report on
financial  statements of the Company issued at future dates,  and consent to the
use  of  their  reports  thereon,   such  financial  statements  shall  also  be
incorporated by reference in this Registration  Statement in reliance upon their
reports and their authority as experts in accounting and auditing.

Item 4.   Description of Securities
-------   -------------------------

     Not applicable.

Item 5.   Interests of Named Experts and Counsel
-------   --------------------------------------

     Not applicable.

Item 6.   Indemnification of Directors and Officers
-------   -----------------------------------------

     Section 145 of the Delaware  General  Corporation  Law (the "DGCL")  grants
each  corporation  organized  thereunder  the power to indemnify  its  officers,
directors,  employees  and  agents on  certain  conditions  against  liabilities
arising  out of any  action  or  proceeding  to which  any of them is a party by
reason of being such officer, director,  employee or agent. Section 102(b)(7) of
the DGCL permits a Delaware corporation,  with the approval of its stockholders,
to include in its certificate of incorporation a provision


                                      II-1
<PAGE>


eliminating  or  limiting  the  personal  liability  of its  directors  to  that
corporation  or its  stockholders  for monetary  damages  resulting from certain
breaches of the directors' fiduciary duty of care, both in suits by or on behalf
of the corporation and in actions by stockholders of the corporation.

     The Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), includes a provision  as permitted by Section  102(b)(7) of the
DGCL. The Certificate of Incorporation also provides for the indemnification, to
the fullest extent permitted by the DGCL, of directors,  officers, employees and
agents of the Company.

     The Company's By-laws contain provisions  concerning the indemnification of
officers,  directors,  employees and agents which are substantially identical to
those contained in the Certificate of Incorporation.

Item 7.   Exemption from Registration Claimed
-------   -----------------------------------

     Not applicable.

Item 8.        Exhibits
-------        --------

Exhibit 4(a)   The   Company's   Certificate   of   Incorporation,   as  amended
               (incorporated  by  reference  to  Exhibit  3(A) to the  Company's
               Registration  Statement on Form 10SB (Registration No. 000-26186)
               and the  Company's  Current  Report on Form 8-K/A dated April 12,
               2000).
Exhibit 4(b)   The Company's By-laws  (incorporated by reference to Exhibit 3(B)
               to  the   Company's   Registration   Statement   on   Form   10SB
               (Registration  No. 000-26186) and the Company's Current Report on
               Form 8-K/A dated April 12, 2000).
Exhibit 4(c)   Cheshire  Distributors,  Inc. 2000 Omnibus Stock  Incentive  Plan
               (incorporated  herein by  reference  to Annex A to the  Company's
               14-C Information Statement dated May 5, 2000).
Exhibit 5      Opinion of Cummings & Lockwood
Exhibit 23(a)  Consent of Comiskey & Company, P.C., Certified Public Accountants
Exhibit 23(b)  Consent of Cummings & Lockwood (included in Exhibit 5)


Item 9.   Undertakings
-------   ------------

          (a)  The Company 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 this Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    hereof) which, individually or in the aggregate, represent a
                    fundamental  change  in the  information  set  forth in this
                    Registration Statement;

                              (iii) To include  any  material  information  with
                    respect to the plan of distribution not previously disclosed
                    in this  Registration  Statement or any  material  change to
                    such information in this Registration Statement;

          Provided,  however,  that the  undertakings  set  forth in  paragraphs
(a)(1)(i) and (a)(1)(ii)  above do not apply if the  information  required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated by reference in this
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.



                                      II-2
<PAGE>


          (b) The Company  hereby  undertakes  that, for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company'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 any employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against public policy as expressed in that
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company  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 that Act and will be governed by the final
adjudication of such issue.



                                      II-3
<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Company 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 City of Westport, State of Connecticut, on May 24, 2000.

                                            CHESHIRE DISTRIBUTORS, INC.


                                            By: /s/ Willem Oost-Lievense
                                               ---------------------------------
                                                   Willem Oost-Lievense
                                                   Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities shown on the 24th day of May, 2000.

Name                           Title
----                           -----

/s/ Lev Greenberg              Chairman of the Board         Date: May 24, 2000
--------------------------     and President                      -------------
Lev Greenberg                  (Principal Executive
                               officer)


/s/ Gilad Gat                  Vice President and            Date: May 24, 2000
--------------------------     Director                           -------------
Gilad Gat


/s/ Willem Oost-Lievense       Chief Executive Officer,      Date: May 24, 2000
--------------------------     Senior Vice President and          -------------
Willem Oost-Lievense           Director Secretary


/s/ Jerry Kleinberg            Chief Financial Officer       Date: May 24, 2000
--------------------------     (Principal financial and           -------------
Jerry Kleinberg                accounting officer)





                                      II-4
<PAGE>



                                  Exhibit Index
                                  -------------

Exhibit 4(a)   The   Company's   Certificate   of   Incorporation,   as  amended
               (incorporated  by  reference  to  Exhibit  3(A) to the  Company's
               Registration  Statement on Form 10SB (Registration No. 000-26186)
               and the  Company's  Current  Report on Form 8-K/A dated April 12,
               2000).
Exhibit 4(b)   The Company's By-laws  (incorporated by reference to Exhibit 3(B)
               to  the   Company's   Registration   Statement   on   Form   10SB
               (Registration  No. 000-26186) and the Company's Current Report on
               Form 8-K/A dated April 12, 2000).
Exhibit 4(c)   Cheshire  Distributors,  Inc. 2000 Omnibus Stock  Incentive  Plan
               (incorporated  herein by  reference  to Annex A to the  Company's
               14-C Information Statement dated May 5, 2000).
Exhibit 5      Opinion of Cummings & Lockwood
Exhibit 23(a)  Consent of Comiskey & Company, P.C., Certified Public Accountants
Exhibit 23(b)  Consent of Cummings & Lockwood (included in Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT DATED MAY 25, 2000", "secsgml_size_bytes": 17550}]
{"company-data": {"conformed-name": "CHESHIRE DISTRIBUTORS INC", "cik": "0000946283", "assigned-sic": "9995", "irs-number": "841209978", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37852", "film-number": "643803"}, "business-address": {"street1": "1599 POST RD", "city": "EAST WESTPORT", "state": "CT", "zip": "06880", "phone": "9156821761"}, "mail-address": {"street1": "211 WEST WALL", "city": "MIDLAND", "state": "TX", "zip": "79701"}, "former-company": [{"former-conformed-name": "PACIFIC DEVELOPMENT CORP", "date-changed": "19960325"}, {"former-conformed-name": "TAMARON OIL & GAS INC /CO/", "date-changed": "19950606"}]}
================================================================================
                                                          Registration No.  333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                          CHESHIRE DISTRIBUTORS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      84-1209978
          --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

       1599 Post Road East
       Westport, Connecticut                                 06880
       ---------------------                                 -----

(Address of Principal Executive Offices)                   (Zip Code)

          Cheshire Distributors, Inc. 2000 Omnibus Stock Incentive Plan
          -------------------------------------------------------------
                            (Full title of the plan)

                              Willem Oost-Lievense
                            Chief Executive Officer
                           Cheshire Distributors, Inc.
                               1599 Post Road East
                           Westport, Connecticut 06880
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (203) 255-4116
                                 --------------
          (Telephone number, including area code of agent for service)

                                    Copy to:

                             David E. Fleming, Esq.
                               Cummings & Lockwood
                               Four Stamford Plaza
                        Stamford, Connecticut 06904-0120
CALCULATION OF REGISTRATION FEE

=====================================================================================================
Proposed              Proposed
                                             maximum               maximum
Title of securities    Amount to be     offering price per    aggregate offering       Amount of
 to be registered       registered           share(2)              price(2)         registration fee
----------------------------------------------------------------------------------------------------
Common Stock,
par value $.001 per
      share             1,000,000(1)            $5.00             $5,000,000           $1,320.00

=====================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Plan being registered pursuant to this
    Registration  Statement  by  reason  of any  stock  dividend,  stock  split,
    recapitalization  or any other  similar  transaction  effected  without  the
    receipt of  consideration  which results in an increase in the number of the
    Registrant's outstanding shares of Common Stock.

(2) Calculated  pursuant to Rule 457(h) of the rules and  regulations  under the
    Securities  Act  of  1933  solely  for  the  purpose  of   calculating   the
    registration fee, based upon the average of the bid and asked prices for the
    Common Stock as reported on the over-the-counter market on May 24, 2000.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------

          This Registration  Statement relates to the offer and sale by Cheshire
Distributors,  Inc.,  a  Delaware  corporation  (the  "Company"),  of  up  to an
aggregate of  1,000,000  shares of its Common  Stock,  par value $.001 per share
(the "Common  Stock"),  which may be sold pursuant to the Cheshire  Distributors
2000 Omnibus Stock Incentive Plan (the "Plan").

          The documents  containing the  information  specified in Part 1 of the
Form S-8  Registration  Statement  under the  Securities  Act of 1933 (the "1933
Act") are not being filed as part of this  Registration  Statement in accordance
with the Note to Part I of the Form S-8 registration  statement but will be sent
or given to employees  receiving  options under the Plan in accordance with Rule
428(b)(1) under the 1933 Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference
-------   ---------------------------------------

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange  Commission (the  "Commission") are incorporated into this Registration
Statement by reference:

          1.   The  Company's  Annual  Report on Form  10-KSB for the year ended
               December 31, 1999;

          2.   The Company's  Quarterly  Reports on Form 10-QSB for the quarters
               ended March 31, 2000, September 30, 1999 and June 30, 1999;

          3.   The Company's Current Report on Form 8-K dated January 24, 2000;

          4.   The Company's Current Report on Form 8-K dated March 7, 2000;

          5.   The Company's  Current  Report on Forms 8-K and 8-K/A dated April
               12, 2000;

          6.   The Company's Current Report on Form 8-K dated April 24, 2000;

          7.   The  Company's  Information  Statement  on Form 14-C dated May 5,
               2000; and

          8.   The Company's S-8 Registration Statement dated February 3, 2000.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934 (the "1934
Act") after the date of this Registration Statement 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 into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.

     To the  extent  that  independent  public  accountants  audit and report on
financial  statements of the Company issued at future dates,  and consent to the
use  of  their  reports  thereon,   such  financial  statements  shall  also  be
incorporated by reference in this Registration  Statement in reliance upon their
reports and their authority as experts in accounting and auditing.

Item 4.   Description of Securities
-------   -------------------------

     Not applicable.

Item 5.   Interests of Named Experts and Counsel
-------   --------------------------------------

     Not applicable.

Item 6.   Indemnification of Directors and Officers
-------   -----------------------------------------

     Section 145 of the Delaware  General  Corporation  Law (the "DGCL")  grants
each  corporation  organized  thereunder  the power to indemnify  its  officers,
directors,  employees  and  agents on  certain  conditions  against  liabilities
arising  out of any  action  or  proceeding  to which  any of them is a party by
reason of being such officer, director,  employee or agent. Section 102(b)(7) of
the DGCL permits a Delaware corporation,  with the approval of its stockholders,
to include in its certificate of incorporation a provision

                                      II-1
eliminating  or  limiting  the  personal  liability  of its  directors  to  that
corporation  or its  stockholders  for monetary  damages  resulting from certain
breaches of the directors' fiduciary duty of care, both in suits by or on behalf
of the corporation and in actions by stockholders of the corporation.

     The Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), includes a provision  as permitted by Section  102(b)(7) of the
DGCL. The Certificate of Incorporation also provides for the indemnification, to
the fullest extent permitted by the DGCL, of directors,  officers, employees and
agents of the Company.

     The Company's By-laws contain provisions  concerning the indemnification of
officers,  directors,  employees and agents which are substantially identical to
those contained in the Certificate of Incorporation.

Item 7.   Exemption from Registration Claimed
-------   -----------------------------------

     Not applicable.

Item 8.        Exhibits
-------        --------

Exhibit 4(a)   The   Company's   Certificate   of   Incorporation,   as  amended
               (incorporated  by  reference  to  Exhibit  3(A) to the  Company's
               Registration  Statement on Form 10SB (Registration No. 000-26186)
               and the  Company's  Current  Report on Form 8-K/A dated April 12,
               2000).
Exhibit 4(b)   The Company's By-laws  (incorporated by reference to Exhibit 3(B)
               to  the   Company's   Registration   Statement   on   Form   10SB
               (Registration  No. 000-26186) and the Company's Current Report on
               Form 8-K/A dated April 12, 2000).
Exhibit 4(c)   Cheshire  Distributors,  Inc. 2000 Omnibus Stock  Incentive  Plan
               (incorporated  herein by  reference  to Annex A to the  Company's
               14-C Information Statement dated May 5, 2000).
Exhibit 5      Opinion of Cummings & Lockwood
Exhibit 23(a)  Consent of Comiskey & Company, P.C., Certified Public Accountants
Exhibit 23(b)  Consent of Cummings & Lockwood (included in Exhibit 5)

Item 9.   Undertakings
-------   ------------

          (a)  The Company 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 this Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    hereof) which, individually or in the aggregate, represent a
                    fundamental  change  in the  information  set  forth in this
                    Registration Statement;

                              (iii) To include  any  material  information  with
                    respect to the plan of distribution not previously disclosed
                    in this  Registration  Statement or any  material  change to
                    such information in this Registration Statement;

          Provided,  however,  that the  undertakings  set  forth in  paragraphs
(a)(1)(i) and (a)(1)(ii)  above do not apply if the  information  required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated by reference in this
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.

                                      II-2
(b) The Company  hereby  undertakes  that, for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company'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 any employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against public policy as expressed in that
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company  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 that Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Company 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 City of Westport, State of Connecticut, on May 24, 2000.

                                            CHESHIRE DISTRIBUTORS, INC.

                                            By: /s/ Willem Oost-Lievense
                                               ---------------------------------
                                                   Willem Oost-Lievense
                                                   Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities shown on the 24th day of May, 2000.

Name                           Title
----                           -----

/s/ Lev Greenberg              Chairman of the Board         Date: May 24, 2000
--------------------------     and President                      -------------
Lev Greenberg                  (Principal Executive
                               officer)

/s/ Gilad Gat                  Vice President and            Date: May 24, 2000
--------------------------     Director                           -------------
Gilad Gat

/s/ Willem Oost-Lievense       Chief Executive Officer,      Date: May 24, 2000
--------------------------     Senior Vice President and          -------------
Willem Oost-Lievense           Director Secretary

/s/ Jerry Kleinberg            Chief Financial Officer       Date: May 24, 2000
--------------------------     (Principal financial and           -------------
Jerry Kleinberg                accounting officer)

                                      II-4
Exhibit Index
                                  -------------

Exhibit 4(a)   The   Company's   Certificate   of   Incorporation,   as  amended
               (incorporated  by  reference  to  Exhibit  3(A) to the  Company's
               Registration  Statement on Form 10SB (Registration No. 000-26186)
               and the  Company's  Current  Report on Form 8-K/A dated April 12,
               2000).
Exhibit 4(b)   The Company's By-laws  (incorporated by reference to Exhibit 3(B)
               to  the   Company's   Registration   Statement   on   Form   10SB
               (Registration  No. 000-26186) and the Company's Current Report on
               Form 8-K/A dated April 12, 2000).
Exhibit 4(c)   Cheshire  Distributors,  Inc. 2000 Omnibus Stock  Incentive  Plan
               (incorporated  herein by  reference  to Annex A to the  Company's
               14-C Information Statement dated May 5, 2000).
Exhibit 5      Opinion of Cummings & Lockwood
Exhibit 23(a)  Consent of Comiskey & Company, P.C., Certified Public Accountants
Exhibit 23(b)  Consent of Cummings & Lockwood (included in Exhibit 5)