As filed with the Securities and Exchange Commission on December 14, 1995
                              Registration No. 33-

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

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

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

                         Stock Option Agreements by and
                        between Alpine Lace Brands, Inc.
                            and Holders Named Therein
                            (Full title of the Plan)

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

                                   Copies to:
                            Robert H. Friedman, Esq.
                     Olshan Grundman Frome & Rosenzweig LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
    Title of each class        Amount        Proposed maximum           Proposed maximum             Amount of
    of Securities to be        to be          offering price           aggregate offering           registration
        registered           registered         per share                     price                     fee              Total fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                       <C>                       <C>                 <C>
Common Stock, par
value $.01 per share           5,000(1)           $10.34(2)                   $51,700                 $ 17.83

Common Stock, par
value $.01 per share         120,000(3)            $4.75                     $570,000                 $196.54

Common Stock, par
value $.01 per share           3,000(4)          $9.3125                   $27,937.50                  $ 9.64

Common Stock, par
value $.01 per share           2,500(5)           $8.375                   $20,937.50                  $ 7.21

Common Stock, par
value $.01 per share           5,000(6)          $11.016                      $55,080                 $ 18.99             $250.21
====================================================================================================================================
</TABLE>
(1)      Pursuant to Rule 416, the registration statement also covers such
         indeterminable additional securities as may become issuable as a result
         of any future anti-dilution adjustment in accordance with the terms of
         the Stock Option Agreements.
(2)      Calculated in  accordance  with Rule 457(h) on the basis of the
         per share  average of high and low sales  prices of the Common Stock on
         the Nasdaq National Market System on December 11, 1995 ($10.34).
<PAGE>
(3)      Consists of shares of Common Stock with respect to which options have
         been granted under Stock Option Agreements at an exercise price of
         $4.75.
(4)      Consists of shares of Common Stock with respect to which options have
         been granted under Stock Option Agreements at an exercise price of
         $9.3125.
(5)      Consists of shares of Common Stock with respect to which options have
         been granted under Stock Option Agreements at an exercise price of
         $8.375.
(6)      Consists of shares of Common Stock with respect to which options have
         been granted under Stock Option Agreements at an exercise price of
         $11.016.


                                       -2-

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         quarters ended March 31, 1995, June 30, 1995 and September 30, 1995;

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


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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

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

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

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

                                       -3-

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

               (a) A corporation may indemnify any person who was or is a party
          or is threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative (other than action by or in the right
          of the corporation) by reason of the fact that he is or was a
          director, officer, employee or agent of the corporation, or is or was
          serving at the request of the corporation as a director, officer,
          employee or agent of another corporation, partnership, joint venture,
          trust or other enterprise, against expenses (including attorneys'
          fees), judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit or
          proceeding if he acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of the
          corporation, and, with respect to any criminal action or proceeding,
          had no reasonable cause to believe his conduct was unlawful. The
          termination of any action, suit or proceeding by judgment, order,
          settlement, conviction, or upon a plea of nolo contendere or its
          equivalent, shall not, of itself, create a presumption that the person
          did not act in good faith and in a manner which he reasonably believed
          to be in or not opposed to the best interests of the corporation, and,
          with respect to any criminal action or proceeding, had reasonable
          cause to believe that his conduct was unlawful.

               (b) A corporation may indemnify any person who was or is a party
          or is threatened to be made a party to any threatened, pending or
          completed action or suit by or in the right of the corporation to
          procure a judgment in its favor by reason of the fact that he is or
          was a director, officer, employee or agent of the corporation, or is
          or was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expenses (including
          attorneys' fees) actually and reasonably incurred by him in connection
          with the defense or settlement of such action or suit if he acted in
          good faith and in a manner he reasonably believed to be in or not
          opposed to the best interests of the corporation and except that no
          indemnification shall be made in respect of any claim, issue or matter
          as to which such person shall have been adjudged to be liable to the
          corporation unless and only to the extent that the Court of Chancery
          or the court in which such action or suit was brought shall determine
          upon application that, despite the adjudication of liability but in
          view of all the circumstances of the case, such person is fairly and



                                      -4-
<PAGE>

         reasonably entitled to indemnity for such expenses which the Court
         of Chancery or such other court shall deem proper.

               (c) To the extent that a director, officer, employee or agent of
          a corporation has been successful on the merits or otherwise in
          defense of any action, suit or proceeding referred to in subsections
          (a) and (b) of this section, or in defense of any claim, issue or
          matter therein, he shall be indemnified against expenses (including
          attorneys' fees) actually and reasonably incurred by him in connection
          therewith.

               (d) Any indemnification under subsections (a) and (b) of this
          section (unless ordered by a court) shall be made by the corporation
          only as authorized in the specific case upon a determination that
          indemnification of the director, officer, employee or agent is proper
          in the circumstances because he has met the applicable standard of
          conduct set forth in subsections (a) and (b) of this section. Such
          determination shall be made (1) by a majority vote of the directors
          who are not parties to such action, suit or proceeding even though
          less than a quorum, or (2) if there are no such directors, or if such
          directors so direct, by independent legal counsel in a written
          opinion, or (3) by the stockholders.

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

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

               (g) A corporation shall have power to purchase and maintain
          insurance on behalf of any person who is or was a director, officer,
          employee or agent of the corporation, or is or was serving at the
          request of the corporation as a director, officer, employee or agent
          of another corporation,


                                      -5-

<PAGE>
         partnership, joint venture, trust or other enterprise against any
         liability asserted against him and incurred by him in any such
         capacity, or arising out of his status as such, whether or not the
         corporation would have the power to indemnify him against such
         liability under this section.

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

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

               (j) The indemnification and advancement of expenses provided by,
          or granted pursuant to, this section shall, unless otherwise provided
          when authorized or ratified, continue as to a person who has ceased to
          be a director, officer, employee or agent and shall inure to the
          benefit of the heirs, executors and administrators of such a person.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.



                                       -6-

<PAGE>
ITEM 8.  EXHIBITS

          Exhibit Index

          4(a)   -         Stock Option Agreement dated as of July 15, 1993
                           by and between Alpine Lace Brands, Inc. and
                           Sunrise Financial Group, Inc.

          4(b)   -         Stock Option Agreement dated July 14, 1995
                           between Alpine Lace Brands, Inc. and Kim Alexis.

          4(c)   -         Stock Option Agreement dated July 14, 1995
                           between Alpine Lace Brands, Inc. and Susan Bender.

          4(d)   -         Stock Option Agreement dated July 14, 1995
                           between Alpine Lace Brands, Inc. and Ray Manzella.

          4(e)   -         Stock Option Agreement dated September 14, 1995
                           between Alpine Lace Brands, Inc. and Karen
                           Gallagher.

          4(f)   -         Stock Option Agreement dated September 14, 1995
                           between Alpine Lace Brands, Inc. and Sue McGowan.

          4(g)   -         Stock Option Agreement dated September 14, 1995
                           between Alpine Lace Brands, Inc. and George Clark.

          4(h)   -         Stock Option Agreement dated September 14, 1995
                           between Alpine Lace Brands, Inc. and Bob
                           D'Amperio.

          4(i)   -         Stock Option Agreement dated November 1, 1995
                           between Alpine Lace Brands, Inc. and SIM-GT
                           Licensing Corp.

          5      -         Opinion of Olshan Grundman Frome & Rosenzweig LLP.

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

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

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



                                       -7-

<PAGE>
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;

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

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

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

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

         B.       The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the

                                      -8-


<PAGE>

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

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



                                       -9-

<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Maplewood, State of New Jersey on December 14,
1995.

                                        ALPINE LACE BRANDS, INC.


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

                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
                 Signature                                    Title                                  Date
                 ---------                                    -----                                  ----


<S>                                            <C>                                    <C>
/s/ Carl T. Wolf                               Chairman of the                        December 14, 1995
- --------------------------------------------   Board, President
                Carl T. Wolf                   and Chief Executive
                                               Officer (principal
                                               executive officer)
                                               and Director


</TABLE>

                                       -10-

<PAGE>

<TABLE>
<CAPTION>
                 Signature                                    Title                                  Date
                 ---------                                    -----                                  ----


<S>                                            <C>                                    <C>

/s/ Arthur Karmel                              Vice President -                       December 14, 1995
- --------------------------------------------   Finance (principal
                Arthur Karmel                  financial officer)



/s/ Marion F. Wolf                             Vice President-Food                    December 14, 1995
- --------------------------------------------   Service and Director
               Marion F. Wolf



/s/ Richard Cheney                             Director                               December 14, 1995
- --------------------------------------------
               Richard Cheney



/s/ Howard M. Lorber                           Director                               December 14, 1995
- --------------------------------------------
              Howard M. Lorber



/s/ Richard S. Hickok                          Director                               December 14, 1995
- --------------------------------------------
              Richard S. Hickok



/s/ Joseph R. Rosetti                          Director                               December 14, 1995
- --------------------------------------------
              Joseph R. Rosetti



/s/ Stephen Sadove                             Director                               December 14, 1995
- --------------------------------------------
               Stephen Sadove



/s/ Marvin Schiller                            Director                               December 14, 1995
- --------------------------------------------
               Marvin Schiller


</TABLE>

                                       -11-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 28079}]
{"company-data": {"conformed-name": "ALPINE LACE BRANDS INC", "cik": "0000791714", "assigned-sic": "5140", "irs-number": "222717823", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64997", "film-number": "95601519"}, "business-address": {"street1": "111 DUNNELL RD", "city": "MAPLEWOOD", "state": "NJ", "zip": "07040", "phone": "2013788600"}, "mail-address": {"street1": "111 DUNNELL ROAD", "city": "MAPLEWOOD", "state": "NJ", "zip": "07040"}, "former-company": {"former-conformed-name": "FIRST WORLD CHEESE INC", "date-changed": "19910813"}}
As filed with the Securities and Exchange Commission on December 14, 1995
                              Registration No. 33-

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

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

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

                         Stock Option Agreements by and
                        between Alpine Lace Brands, Inc.
                            and Holders Named Therein
                            (Full title of the Plan)

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

                                   Copies to:
                            Robert H. Friedman, Esq.
                     Olshan Grundman Frome & Rosenzweig LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
    Title of each class        Amount        Proposed maximum           Proposed maximum             Amount of
    of Securities to be        to be          offering price           aggregate offering           registration
        registered           registered         per share                     price                     fee              Total fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share           5,000(1)           $10.34(2)                   $51,700                 $ 17.83

Common Stock, par
value $.01 per share         120,000(3)            $4.75                     $570,000                 $196.54

Common Stock, par
value $.01 per share           3,000(4)          $9.3125                   $27,937.50                  $ 9.64

Common Stock, par
value $.01 per share           2,500(5)           $8.375                   $20,937.50                  $ 7.21

Common Stock, par
value $.01 per share           5,000(6)          $11.016                      $55,080                 $ 18.99             $250.21
====================================================================================================================================
(1)      Pursuant to Rule 416, the registration statement also covers such
         indeterminable additional securities as may become issuable as a result
         of any future anti-dilution adjustment in accordance with the terms of
         the Stock Option Agreements.
(2)      Calculated in  accordance  with Rule 457(h) on the basis of the
         per share  average of high and low sales  prices of the Common Stock on
         the Nasdaq National Market System on December 11, 1995 ($10.34).
(3)      Consists of shares of Common Stock with respect to which options have
         been granted under Stock Option Agreements at an exercise price of
         $4.75.
(4)      Consists of shares of Common Stock with respect to which options have
         been granted under Stock Option Agreements at an exercise price of
         $9.3125.
(5)      Consists of shares of Common Stock with respect to which options have
         been granted under Stock Option Agreements at an exercise price of
         $8.375.
(6)      Consists of shares of Common Stock with respect to which options have
         been granted under Stock Option Agreements at an exercise price of
         $11.016.

                                       -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         quarters ended March 31, 1995, June 30, 1995 and September 30, 1995;

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

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

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

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

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

                                       -3-
Section 145 of the Delaware General Corporation Law provides as
follows:

               (a) A corporation may indemnify any person who was or is a party
          or is threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative (other than action by or in the right
          of the corporation) by reason of the fact that he is or was a
          director, officer, employee or agent of the corporation, or is or was
          serving at the request of the corporation as a director, officer,
          employee or agent of another corporation, partnership, joint venture,
          trust or other enterprise, against expenses (including attorneys'
          fees), judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit or
          proceeding if he acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of the
          corporation, and, with respect to any criminal action or proceeding,
          had no reasonable cause to believe his conduct was unlawful. The
          termination of any action, suit or proceeding by judgment, order,
          settlement, conviction, or upon a plea of nolo contendere or its
          equivalent, shall not, of itself, create a presumption that the person
          did not act in good faith and in a manner which he reasonably believed
          to be in or not opposed to the best interests of the corporation, and,
          with respect to any criminal action or proceeding, had reasonable
          cause to believe that his conduct was unlawful.

               (b) A corporation may indemnify any person who was or is a party
          or is threatened to be made a party to any threatened, pending or
          completed action or suit by or in the right of the corporation to
          procure a judgment in its favor by reason of the fact that he is or
          was a director, officer, employee or agent of the corporation, or is
          or was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expenses (including
          attorneys' fees) actually and reasonably incurred by him in connection
          with the defense or settlement of such action or suit if he acted in
          good faith and in a manner he reasonably believed to be in or not
          opposed to the best interests of the corporation and except that no
          indemnification shall be made in respect of any claim, issue or matter
          as to which such person shall have been adjudged to be liable to the
          corporation unless and only to the extent that the Court of Chancery
          or the court in which such action or suit was brought shall determine
          upon application that, despite the adjudication of liability but in
          view of all the circumstances of the case, such person is fairly and

                                      -4-
reasonably entitled to indemnity for such expenses which the Court
         of Chancery or such other court shall deem proper.

               (c) To the extent that a director, officer, employee or agent of
          a corporation has been successful on the merits or otherwise in
          defense of any action, suit or proceeding referred to in subsections
          (a) and (b) of this section, or in defense of any claim, issue or
          matter therein, he shall be indemnified against expenses (including
          attorneys' fees) actually and reasonably incurred by him in connection
          therewith.

               (d) Any indemnification under subsections (a) and (b) of this
          section (unless ordered by a court) shall be made by the corporation
          only as authorized in the specific case upon a determination that
          indemnification of the director, officer, employee or agent is proper
          in the circumstances because he has met the applicable standard of
          conduct set forth in subsections (a) and (b) of this section. Such
          determination shall be made (1) by a majority vote of the directors
          who are not parties to such action, suit or proceeding even though
          less than a quorum, or (2) if there are no such directors, or if such
          directors so direct, by independent legal counsel in a written
          opinion, or (3) by the stockholders.

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

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

               (g) A corporation shall have power to purchase and maintain
          insurance on behalf of any person who is or was a director, officer,
          employee or agent of the corporation, or is or was serving at the
          request of the corporation as a director, officer, employee or agent
          of another corporation,

                                      -5-
partnership, joint venture, trust or other enterprise against any
         liability asserted against him and incurred by him in any such
         capacity, or arising out of his status as such, whether or not the
         corporation would have the power to indemnify him against such
         liability under this section.

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

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

               (j) The indemnification and advancement of expenses provided by,
          or granted pursuant to, this section shall, unless otherwise provided
          when authorized or ratified, continue as to a person who has ceased to
          be a director, officer, employee or agent and shall inure to the
          benefit of the heirs, executors and administrators of such a person.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                       -6-
ITEM 8.  EXHIBITS

          Exhibit Index

          4(a)   -         Stock Option Agreement dated as of July 15, 1993
                           by and between Alpine Lace Brands, Inc. and
                           Sunrise Financial Group, Inc.

          4(b)   -         Stock Option Agreement dated July 14, 1995
                           between Alpine Lace Brands, Inc. and Kim Alexis.

          4(c)   -         Stock Option Agreement dated July 14, 1995
                           between Alpine Lace Brands, Inc. and Susan Bender.

          4(d)   -         Stock Option Agreement dated July 14, 1995
                           between Alpine Lace Brands, Inc. and Ray Manzella.

          4(e)   -         Stock Option Agreement dated September 14, 1995
                           between Alpine Lace Brands, Inc. and Karen
                           Gallagher.

          4(f)   -         Stock Option Agreement dated September 14, 1995
                           between Alpine Lace Brands, Inc. and Sue McGowan.

          4(g)   -         Stock Option Agreement dated September 14, 1995
                           between Alpine Lace Brands, Inc. and George Clark.

          4(h)   -         Stock Option Agreement dated September 14, 1995
                           between Alpine Lace Brands, Inc. and Bob
                           D'Amperio.

          4(i)   -         Stock Option Agreement dated November 1, 1995
                           between Alpine Lace Brands, Inc. and SIM-GT
                           Licensing Corp.

          5      -         Opinion of Olshan Grundman Frome & Rosenzweig LLP.

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

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

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

                                       -7-
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;

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

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

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

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

         B.       The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the

                                      -8-
Securities Exchange Act of 1934 (and, where applicable, each
                  filing of an employee benefit plan's annual report pursuant to
                  Section 15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in this Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

                                       -9-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Maplewood, State of New Jersey on December 14,
1995.

                                        ALPINE LACE BRANDS, INC.

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

                                POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                    Title                                  Date
                 ---------                                    -----                                  ----
/s/ Carl T. Wolf                               Chairman of the                        December 14, 1995
- --------------------------------------------   Board, President
                Carl T. Wolf                   and Chief Executive
                                               Officer (principal
                                               executive officer)
                                               and Director
-10-
Signature                                    Title                                  Date
                 ---------                                    -----                                  ----
/s/ Arthur Karmel                              Vice President -                       December 14, 1995
- --------------------------------------------   Finance (principal
                Arthur Karmel                  financial officer)

/s/ Marion F. Wolf                             Vice President-Food                    December 14, 1995
- --------------------------------------------   Service and Director
               Marion F. Wolf

/s/ Richard Cheney                             Director                               December 14, 1995
- --------------------------------------------
               Richard Cheney

/s/ Howard M. Lorber                           Director                               December 14, 1995
- --------------------------------------------
              Howard M. Lorber

/s/ Richard S. Hickok                          Director                               December 14, 1995
- --------------------------------------------
              Richard S. Hickok

/s/ Joseph R. Rosetti                          Director                               December 14, 1995
- --------------------------------------------
              Joseph R. Rosetti

/s/ Stephen Sadove                             Director                               December 14, 1995
- --------------------------------------------
               Stephen Sadove

/s/ Marvin Schiller                            Director                               December 14, 1995
- --------------------------------------------
               Marvin Schiller
-11-