Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

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

                           FIRST ALERT, INC. 1992 TIME
                     ACCELRATED RESTRICTED STOCK OPTION PLAN
                            (Full title of the Plan)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                  Proposed             Proposed
 Title of                                          Maximum              Maximum
Securities             Amount                     Offering             Aggregate                  Amount of
  to be                to be                        Price               Offering                 Registration
Registered          Registered(l)                 Per Share              Price                       Fee(2)
<S>                 <C>                            <C>                 <C>                       <C> 
Common Stock,          764,994                      $1.6129            $1,233,859                    $425.47
par value
$.01 per share
</TABLE>
(1) Also  registered  hereunder are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.

(2)  The  registration  fee has  been  calculated  with  respect  to all  shares
registered on the basis of the price at which options may be exercised.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

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

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

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

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

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

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

         Section  145 of the  General  Corporation  Law of the State of Delaware
provide as follows:

                  (a) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or  investigative  (other  than an  action by or in the
         right of the  corporation)  by  reason  of the fact that he is or was a
         director,  officer, employee or agent of the corporation,  or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or  other  enterprise,  against  expenses  (including  attorneys'
         fees),  judgments,  fines and amounts paid in  settlement  actually and
         reasonably  incurred by him in  connection  with such  action,  suit or
         proceeding  if he acted in good  faith  and in a manner  he  reasonably
         believed  to  be in  or  not  opposed  to  the  best  interest  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  to any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.
<PAGE>
                  (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  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  board of
         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 shareholders.

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

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

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee,  or agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.
<PAGE>
                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

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

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

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

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

         Article 10 of the By-laws of the Company provides as follows:

                                   "ARTICLE 10
                                 INDEMNIFICATION
         Section 10.1 Third Party Actions.  The Corporation  shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he is or was a  Director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment,  order, settlement,  conviction, or upon
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.
         Section 10.2 Derivative  Actions.  The Corporation  shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
Corporation  to procure a judgment in its favor by reason of the fact that he is
or was a Director,  officer, employee or agent of the Corporation,  or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed to the best  interests  of the  Corporation  and except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to the Corporation  unless and only to
the extent  that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application  that,  despite the adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
<PAGE>
         Section 10.3 Expenses. To the extent that a Director, officer, employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
         Section 10.4 Authorization. Any indemnification under Sections 10.1 and
10.2  (unless  ordered  by a  court)  shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
Director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in Sections 10.1 and 10.2.
Such determination shall be made (a) by a majority vote of the Directors who are
not parties to such action, suit or proceeding,  even though less than a quorum,
or (b) if there  are no such  Directors,  or if such  Directors  so  direct,  by
independent legal counsel in a written opinion, or (c) by the stockholders.
         Section  10.5  Advance  Payment of  Expenses.  Expenses  incurred by an
officer or Director in defending a civil or criminal action,  suit or proceeding
may be paid by the  Corporation  in  advance  of the final  disposition  of such
action,  suit or  proceeding  as  authorized  by the Board of  Directors  in the
specific case upon receipt of an  undertaking by or on behalf of such officer or
Director to repay such amount unless it shall  ultimately be determined  that he
is entitled to be indemnified  by the  Corporation as authorized in this Article
10. Such  expenses  incurred by other  employees  and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.
         Section 10.6  Non-Exclusiveness.  The indemnification  provided by this
Article  10 shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled under any by-law,  agreement,  vote of
stockholders or disinterested  Directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  Director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.
         Section 10.7 Insurance.  The  Corporation  shall have power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  Director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such, whether or not the Corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
Article 10.
         Section 10.8 Constituent Corporations. The Corporation shall have power
to indemnify any person who is or was a director,  officer, employee or agent of
a  constituent  corporation  absorbed  in a  consolidation  or merger  with this
Corporation or is or was serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other
<PAGE>
enterprise,  in the same manner as hereinabove provided for any person who is or
was a  Director,  officer,  employee or agent of the  Corporation,  or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise.
         Section 10.9 Additional  Indemnification.  In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent  provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined  (in the manner  prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation."

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

         Item 7.  Exemption from Registration Claimed

         Not Applicable.

         Item 8.  Exhibits

<TABLE>
<CAPTION>
         Number            Description

         <S>               <C>                                                                              
         4.1              First Alert, Inc. 1992 Time Accelerated Restricted Stock Option
                          Plan, as amended.

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

         23.1             Consent of Independent Public Accountants.

</TABLE>

        Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
<PAGE>
        (i)   To include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933;

        (ii)  To  reflect  in the  prospectus  any  facts  or  events
              arising  after the effective  date of the  registration
              statement (or the most recent post-effective  amendment
              thereof)  which,  individually  or  in  the  aggregate,
              represent a fundamental  change in the  information set
              forth in the registration statement;

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

Provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

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

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

                (b) The undersigned  registrant  hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is  sent  or  give,  the  latest  annual  report  to  security  holders  that is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

                (c) The  undersigned  registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
<PAGE>
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

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

                     [Rest of Page Intentionally Left Blank]
<PAGE>
                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Aurora, Illinois on May 22, 1996.

                                         FIRST ALERT, INC.



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



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

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

<TABLE>
<CAPTION>
         Signature                              Title                        Date

<S>                                             <C>                          <C>   

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



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

<PAGE>
   /s/ David V. Harkins                    Director                       May 22, 1996
 ------------------------------------------
David V. Harkins




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



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



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



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






                                    EXHIBITS

                                       to

                                    FORM S-8



                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933




                                FIRST ALERT, INC.
             (Exact name of registrant as specified in its charter)
[{"type": "S-8", "sequence": "1", "description": "FIRST ALERT, INC.", "secsgml_size_bytes": 33631}]
{"company-data": {"conformed-name": "FIRST ALERT INC", "cik": "0000918960", "assigned-sic": "3669", "irs-number": "043157075", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04239", "film-number": "96570849"}, "business-address": {"street1": "3901 LIBERTY STREET ROAD", "city": "AURORA", "state": "IL", "zip": "60504-8122", "phone": "7088517330"}, "mail-address": {"street1": "3901 LIBERTY STREET RD", "city": "AURORA", "state": "IL", "zip": "60068"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

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

                           FIRST ALERT, INC. 1992 TIME
                     ACCELRATED RESTRICTED STOCK OPTION PLAN
                            (Full title of the Plan)

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

                         CALCULATION OF REGISTRATION FEE
Proposed             Proposed
 Title of                                          Maximum              Maximum
Securities             Amount                     Offering             Aggregate                  Amount of
  to be                to be                        Price               Offering                 Registration
Registered          Registered(l)                 Per Share              Price                       Fee(2)
Common Stock,          764,994                      $1.6129            $1,233,859                    $425.47
par value
$.01 per share
(1) Also  registered  hereunder are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.

(2)  The  registration  fee has  been  calculated  with  respect  to all  shares
registered on the basis of the price at which options may be exercised.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

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

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

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

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

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

         Section  145 of the  General  Corporation  Law of the State of Delaware
provide as follows:

                  (a) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or  investigative  (other  than an  action by or in the
         right of the  corporation)  by  reason  of the fact that he is or was a
         director,  officer, employee or agent of the corporation,  or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or  other  enterprise,  against  expenses  (including  attorneys'
         fees),  judgments,  fines and amounts paid in  settlement  actually and
         reasonably  incurred by him in  connection  with such  action,  suit or
         proceeding  if he acted in good  faith  and in a manner  he  reasonably
         believed  to  be in  or  not  opposed  to  the  best  interest  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  to any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.
(c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only  as  authorized  in  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  board of
         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 shareholders.

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

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

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee,  or agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.
(h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

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

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

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

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

         Article 10 of the By-laws of the Company provides as follows:

                                   "ARTICLE 10
                                 INDEMNIFICATION
         Section 10.1 Third Party Actions.  The Corporation  shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he is or was a  Director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment,  order, settlement,  conviction, or upon
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.
         Section 10.2 Derivative  Actions.  The Corporation  shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
Corporation  to procure a judgment in its favor by reason of the fact that he is
or was a Director,  officer, employee or agent of the Corporation,  or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed to the best  interests  of the  Corporation  and except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to the Corporation  unless and only to
the extent  that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application  that,  despite the adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 10.3 Expenses. To the extent that a Director, officer, employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
         Section 10.4 Authorization. Any indemnification under Sections 10.1 and
10.2  (unless  ordered  by a  court)  shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
Director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in Sections 10.1 and 10.2.
Such determination shall be made (a) by a majority vote of the Directors who are
not parties to such action, suit or proceeding,  even though less than a quorum,
or (b) if there  are no such  Directors,  or if such  Directors  so  direct,  by
independent legal counsel in a written opinion, or (c) by the stockholders.
         Section  10.5  Advance  Payment of  Expenses.  Expenses  incurred by an
officer or Director in defending a civil or criminal action,  suit or proceeding
may be paid by the  Corporation  in  advance  of the final  disposition  of such
action,  suit or  proceeding  as  authorized  by the Board of  Directors  in the
specific case upon receipt of an  undertaking by or on behalf of such officer or
Director to repay such amount unless it shall  ultimately be determined  that he
is entitled to be indemnified  by the  Corporation as authorized in this Article
10. Such  expenses  incurred by other  employees  and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.
         Section 10.6  Non-Exclusiveness.  The indemnification  provided by this
Article  10 shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled under any by-law,  agreement,  vote of
stockholders or disinterested  Directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  Director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.
         Section 10.7 Insurance.  The  Corporation  shall have power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  Director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such, whether or not the Corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
Article 10.
         Section 10.8 Constituent Corporations. The Corporation shall have power
to indemnify any person who is or was a director,  officer, employee or agent of
a  constituent  corporation  absorbed  in a  consolidation  or merger  with this
Corporation or is or was serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other
enterprise,  in the same manner as hereinabove provided for any person who is or
was a  Director,  officer,  employee or agent of the  Corporation,  or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise.
         Section 10.9 Additional  Indemnification.  In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent  provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined  (in the manner  prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation."

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

         Item 7.  Exemption from Registration Claimed

         Not Applicable.

         Item 8.  Exhibits
Number            Description
4.1              First Alert, Inc. 1992 Time Accelerated Restricted Stock Option
                          Plan, as amended.

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

         23.1             Consent of Independent Public Accountants.
Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i)   To include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933;

        (ii)  To  reflect  in the  prospectus  any  facts  or  events
              arising  after the effective  date of the  registration
              statement (or the most recent post-effective  amendment
              thereof)  which,  individually  or  in  the  aggregate,
              represent a fundamental  change in the  information set
              forth in the registration statement;

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

Provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

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

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

                (b) The undersigned  registrant  hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is  sent  or  give,  the  latest  annual  report  to  security  holders  that is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

                (c) The  undersigned  registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

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

                     [Rest of Page Intentionally Left Blank]
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Aurora, Illinois on May 22, 1996.

                                         FIRST ALERT, INC.

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

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

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                              Title                        Date
/s/ Malcolm Candlish                      Chairman of the                May 22, 1996
- -------------------------------------------
Malcolm Candlish                           Board, President, Chief
                                           Executive Officer
                                           and Director
                                           (principal executive
                                           officer)

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

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

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

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

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

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

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