SAFETY COMPONENTS INTERNATIONAL, INC.
                            2160 North Central Road
                           Fort Lee, New Jersey 07024



June 30, 1998 


VIA EDGAR
                    
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      Safety Components International, Inc. (the "Company")
                  Registration Statement on Form S-8                  

Ladies and Gentlemen:

     Enclosed  herewith for filing under the Securities Act of 1933, as amended,
is the  Company's  Registration  Statement on Form S-8,  together  with exhibits
thereto (the "Registration Statement").  The Company has previously paid by wire
transfer the required filing fee of $43.00 (Federal Wire Number 000083).

     The  Company  will  retain in its  files a  manually  executed  copy of the
Registration Statement.

     If you have any  comments or  questions  with  respect to the  Registration
Statement, please call the undersigned at 201-592-0008.

Very truly yours,


/s/ GEORGE D. PAPADOPOULOS
--------------------------
George D. Papadopoulos


Enclosures
<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1998.

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                      SAFETY COMPONENTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)
 
           Delaware                                    33-0596831
(State or other jurisdiction of            (I.R.S. Employer Identification
   incorporation or organization)                           Number)

                             2160 North Central Road
                               Fort Lee, NJ 07024

               (Address of principal executive offices) (Zip Code)

                               OPTIONS GRANTED TO
                            MARKET PATHWAYS FINANCIAL
                             RELATIONS INCORPORATED
                            (Full title of the Plan)

                                Jeffrey J. Kaplan
                      Safety Components International, Inc.
                             2160 North Central Road
                               Fort Lee, NJ 07024
                                 (201) 592-0008
                      (Name, address and telephone number,
                   including area code, of agent for service)
                                   Copies to:
                            Richard A. Goldberg, Esq.
                           Shereff, Friedman, Hoffman
                                 & Goodman, LLP
                                919 Third Avenue
                            New York, New York, 10022
                                 (212) 758-9500

                         CALCULATION OF REGISTRATION FEE

<TABLE>

                                                             Proposed            Proposed
            Title of                                         Maximum              Maximum
           Securities                    Amount           Offering Price         Aggregate             Amount of
        to be Registered           to be Registered(1)     Per Share(2)       Offering Price      Registration Fee(3)
--------------------------------   -------------------    --------------      --------------      -------------------
<S>                                  <C>                     <C>                <C>                      <C>
Common Stock, par                    15,000 shares           $9.75              $146,250                 $43
value $0.01 per share...........
================================   ===================    ==============      ==============      ===================
</TABLE>

(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     additional  securities as may become issuable to prevent dilution resulting
     from stock splits, stock dividends or similar transactions.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457 (h) on the basis of the exercise price.

(3)  The  Registration  Fee has  been  calculated  pursuant  to Rule  457(h)  as
     follows: 15,000 multiplied by .000295.

<PAGE>

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents By Reference

         The  following  documents  which have been  filed by Safety  Components
International,   Inc.,  a  Delaware  corporation  (the  "Registrant")  with  the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this registration statement.

         (1) The  Registrant's  Annual  Report on Form 10-K for the period ended
March 28, 1998.

         (2) The description of the  Registrant's  Common Stock,  par value $.01
per share (the "Common Stock"),  which is contained in a registration  statement
on Form 8A filed with the Commission under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  including any amendment or report
filed for the purpose of updating such description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the time of filing of such documents. Any
statement  contained in the documents  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this registration  statement to the extent that a statement  contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.


                                      -2-

<PAGE>

Item 6.  Indemnification of Directors and Officers

         The  indemnification  of  officers  and  directors  of the  Company  is
governed by Section 145 of the DGCL and the Certificate of Incorporation.  Among
other things, the DGCL permits indemnification of a director,  officer, employee
or agent of the  Company in civil,  criminal,  administrative  or  investigative
actions,  suits or  proceedings  (other than an action by or in the right of the
corporation) to which such person is a party or is threatened to be made a party
by reason of the fact of such relationship with the corporation or the fact that
such person is or was serving in a similar  capacity with another  entity at the
request  of  the  corporation  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 such person 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,  if he had no  reasonable  cause  to  believe  his  conduct  was
unlawful.  The DGCL permits idemnification of a director,  officer,  employee or
agent in  actions or suits by or in the right of the  corporation  to which such
person is a party or is  threatened  to be made a party by reason of the fact of
such  relationship  with the  corporation or the fact that such person is or was
serving  in a  similar  capacity  with  another  entity  at the  request  of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action if
such person acted in good faith and in a manner he reasonably  believed to be in
or  not  opposed  to the  best  interests  of the  corporation  except  that  no
indemnification may 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 Delaware Court of Chancery or the court in which the
action  or suit was  brought  determines  upon  application  that,  despite  the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem  proper.  Under the DGCL,  to the extent that a present or
former  director or officer is  successful,  on the merits or otherwise,  in the
defense of any action,  suit or proceeding or any claim, issue or matter therein
(whether or not the suit is brought by or in the right of the corporation), such
person  shall  be  indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by such person in connection therewith.  In all
cases in which  indemnification is permitted (unless ordered by a court), it may
be made by the  corporation  only as  authorized  in the  specific  case  upon a
determination that the applicable  standard of conduct has been met by the party
to be  indemnified.  The  determination  must be made (i) by a  majority  of the
directors who were not parties to the action,  suit or  proceeding,  even though
less than a quorum, (ii) by a committee of such directors designated by majority
vote of such  directors,  even though less than a quorum,  (iii) if there are no
such directors,  or if such directors so direct, by independent legal counsel in
a written  opinion,  or (iv) by the  stockholders.  The statute  authorizes  the
corporation to pay expenses  (including  attorneys' fees) incurred by an officer
or director in advance of a final disposition of a proceeding upon receipt of an
undertaking  by or on behalf of such director or officer,  to repay the advances
if it shall  ultimately  be  determined  that such  person was not  entitled  to
indemnification.  Such expenses  (including  attorneys'  fees) incurred by other
employees and agents may be paid upon such terms and conditions,  if any, as the
Board may  determine.  The DGCL  provides that  indemnification  and advances of
expenses  permitted  thereunder  are not to be  exclusive of any rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any By-law,  agreement,  vote of stockholders  or  disinterested  directors,  or

                                       -3-

<PAGE>
otherwise.  The DGCL also  authorizes  the  corporation to purchase and maintain
liability insurance on behalf of its directors,  officers,  employees and agents
regardless  of  whether  the  corporation  would  have  the  statutory  power to
indemnify such persons against the liabilities insured.

         The  Certificate  of  Incorporation  provides  that the  Company  shall
indemnify  each person who was or is made a party or is  threatened to be made a
party to or is involved in any threatened,  pending or completed action, suit or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "Proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal  representative,  is or was a director,  officer,
employee  or agent of the  Company or is or was  serving  at the  request of the
Company as director,  officer,  employee or agent of another corporation or of a
partnership,  joint venture,  trust or other enterprise,  including service with
respect to  employee  benefit  plans,  whether the basis of such  proceeding  is
alleged action in an official capacity as a director, officer, employee or agent
or alleged action in any other  capacity  while serving as a director,  officer,
employee or agent,  to the maximum  extent  authorized by the DGCL, and the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent  that such  amendment  permits  the  Company  to  provide  broader
indemnification  rights than said law  permitted the Company to provide prior to
such amendment),  against all expense,  liability and loss (including attorneys'
fees,  judgments,  fines,  excise  taxes or  penalties  pursuant to the Employee
Retirement  Income  Security Act of 1974, as amended,  and amounts paid or to be
paid in settlement)  reasonably  incurred by such person in connection with such
proceeding and such indemnification shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators. The Certificate of Incorporation
provides that the right to indemnification contained therein is a contract right
and includes  the right to be paid by the Company for the  expenses  incurred in
defending  any such  proceeding in advance of its final  disposition;  provided,
however, that if the DGCL so requires,  the payment of such expenses incurred by
a director or officer in advance of the final  disposition of a proceeding shall
be made only upon  receipt by the Company of an  undertaking  by or on behalf of
such  person  to  repay  all  amounts  so  advanced  if it shall  ultimately  be
determined  that such person is not entitled to be indemnified by the Company as
authorized in the Certificate.  The Company  maintains  directors' and officers'
liability insurance covering certain  liabilities  incurred by the directors and
officers of the Company in connection with the performance of their duties.

Item 7.  Exemption From Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         The  following   exhibits  are  filed  as  part  of  this  registration
statement:

         4.1      Form of Agreement for  Financial  Public  Relations  Services,
                  dated as of July 1, 1997,  by and between the  Registrant  and
                  Market Pathways Financial Relations Incorporated.

         5.1      Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

         23.1     Consents of Price Waterhouse LLP.

         23.2     Consent of Arthur Andersen LLP.

         23.3 Consent of Shereff,  Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).


                                       -4-

<PAGE>

         24.1 Power of Attorney (included in signature page to this registration
statement).

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 (the "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement;

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

         provided,  however,  that paragraphs (a)(l)(i) and (ii) do not apply if
         the  registration  statement is on Form S-3 or S-8 and 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, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

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

         (b) The undersigned Registrant hereby undertakes that, for the purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's annual report pursuant to Section

                                       -5-

<PAGE>

13(a) or 15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed 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 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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
registered,  the  registrants  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.



                                       -6-

<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
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fort Lee,  State of New Jersey,  on this 30th day of
June, 1998.

                      SAFETY COMPONENTS INTERNATIONAL, INC.


                                   By:   /s/ ROBERT A. ZUMMO
                                         -------------------
                                         Robert A. Zummo
                                         President and Chief Executive Officer



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned  whose
signature  appears below constitutes and appoints Robert A. Zummo and Jeffrey J.
Kaplan,  and each of them (with full  power of each of them to act  alone),  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution for him and on his behalf, and in his name, place and stead,
in any and all  capacities  to  execute  and  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  attorneys-in-fact  and
agents  (with full power of each of them to act alone) 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
attorneys-in-fact  and  agents  or any of them or  their  or his  substitute  or
substitutes,  may  lawfully  do or cause  to be done by  virtue  hereof  and the
Registrant hereby confers like authority on its behalf.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<S>                                   <C>                                               <C>

     Signature                                    Title                                     Date
----------------------------          ------------------------------------------        --------------

/S/ ROBERT A. ZUMMO                   
-------------------                   Chairman of the Board, President and Chief         June 30, 1998
Robert A. Zummo                       Executive Officer
                                      (Principal Executive Officer)

/S/ JEFFREY J. KAPLAN                 
---------------------                 Director, Executive Vice President and             June 30, 1998 
Jeffrey J. Kaplan                     Chief Financial Officer
                                      (Principal Financial Officer)

/S/ GEORGE D. PAPADOPOULOS            
--------------------------            Corporate Controller and Secretary                 June 30, 1998
George D. Papadopoulos                (Chief Accounting Officer)

/S/ JOSEPH J. DIOGUARDI               
-----------------------               Director                                           June 30, 1998
Joseph J. DioGuardi

/S/ FRANCIS X. SOUZZI                 
---------------------                 Director                                           June 30, 1998
Francis X. Suozzi

/S/ ROBERT J. TOROK                   
-------------------                   Director                                           June 30, 1998
Robert J. Torok
  
</TABLE>

                                      -7-
<PAGE>

                      SAFETY COMPONENTS INTERNATIONAL, INC.

                                    FORM S-8
                             REGISTRATION STATEMENT

                                  EXHIBIT INDEX


Exhibit

4.1      Form of Agreement for Financial Public Relations Services,  dated as of
         July 1,  1997,  by and  between  the  Registrant  and  Market  Pathways
         Financial Relations Incorporated.

5.1      Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

23.1     Consents of Price Waterhouse LLP.

23.2     Consent of Arthur Andersen LLP.

23.3     Consent of  Shereff,  Friedman,  Hoffman & Goodman,  LLP  (included  in
         Exhibit 5.1).

24.1     Power of Attorney  (included  in  signature  page to this  registration
         statement).


                                       -8-

<PAGE>
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{"company-data": {"conformed-name": "SAFETY COMPONENTS INTERNATIONAL INC", "cik": "0000918964", "assigned-sic": "3714", "irs-number": "330596831", "state-of-incorporation": "DE", "fiscal-year-end": "0627"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58163", "film-number": "98658289"}, "business-address": {"street1": "2160 NORTH CENTRAL ROAD", "city": "FORT LEE", "state": "NJ", "zip": "07024", "phone": "2015920008"}, "mail-address": {"street1": "2160 NORTH CENTRAL ROAD", "city": "FORT LEE", "state": "NJ", "zip": "07024"}}
SAFETY COMPONENTS INTERNATIONAL, INC.
                            2160 North Central Road
                           Fort Lee, New Jersey 07024

June 30, 1998 

VIA EDGAR
                    
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      Safety Components International, Inc. (the "Company")
                  Registration Statement on Form S-8                  

Ladies and Gentlemen:

     Enclosed  herewith for filing under the Securities Act of 1933, as amended,
is the  Company's  Registration  Statement on Form S-8,  together  with exhibits
thereto (the "Registration Statement").  The Company has previously paid by wire
transfer the required filing fee of $43.00 (Federal Wire Number 000083).

     The  Company  will  retain in its  files a  manually  executed  copy of the
Registration Statement.

     If you have any  comments or  questions  with  respect to the  Registration
Statement, please call the undersigned at 201-592-0008.

Very truly yours,

/s/ GEORGE D. PAPADOPOULOS
--------------------------
George D. Papadopoulos

Enclosures
As filed with the Securities and Exchange Commission on June 30, 1998.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      SAFETY COMPONENTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)
 
           Delaware                                    33-0596831
(State or other jurisdiction of            (I.R.S. Employer Identification
   incorporation or organization)                           Number)

                             2160 North Central Road
                               Fort Lee, NJ 07024

               (Address of principal executive offices) (Zip Code)

                               OPTIONS GRANTED TO
                            MARKET PATHWAYS FINANCIAL
                             RELATIONS INCORPORATED
                            (Full title of the Plan)

                                Jeffrey J. Kaplan
                      Safety Components International, Inc.
                             2160 North Central Road
                               Fort Lee, NJ 07024
                                 (201) 592-0008
                      (Name, address and telephone number,
                   including area code, of agent for service)
                                   Copies to:
                            Richard A. Goldberg, Esq.
                           Shereff, Friedman, Hoffman
                                 & Goodman, LLP
                                919 Third Avenue
                            New York, New York, 10022
                                 (212) 758-9500

                         CALCULATION OF REGISTRATION FEE

                                                             Proposed            Proposed
            Title of                                         Maximum              Maximum
           Securities                    Amount           Offering Price         Aggregate             Amount of
        to be Registered           to be Registered(1)     Per Share(2)       Offering Price      Registration Fee(3)
--------------------------------   -------------------    --------------      --------------      -------------------
Common Stock, par                    15,000 shares           $9.75              $146,250                 $43
value $0.01 per share...........
================================   ===================    ==============      ==============      ===================
(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     additional  securities as may become issuable to prevent dilution resulting
     from stock splits, stock dividends or similar transactions.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457 (h) on the basis of the exercise price.

(3)  The  Registration  Fee has  been  calculated  pursuant  to Rule  457(h)  as
     follows: 15,000 multiplied by .000295.
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference

         The  following  documents  which have been  filed by Safety  Components
International,   Inc.,  a  Delaware  corporation  (the  "Registrant")  with  the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this registration statement.

         (1) The  Registrant's  Annual  Report on Form 10-K for the period ended
March 28, 1998.

         (2) The description of the  Registrant's  Common Stock,  par value $.01
per share (the "Common Stock"),  which is contained in a registration  statement
on Form 8A filed with the Commission under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  including any amendment or report
filed for the purpose of updating such description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the time of filing of such documents. Any
statement  contained in the documents  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this registration  statement to the extent that a statement  contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

                                      -2-
Item 6.  Indemnification of Directors and Officers

         The  indemnification  of  officers  and  directors  of the  Company  is
governed by Section 145 of the DGCL and the Certificate of Incorporation.  Among
other things, the DGCL permits indemnification of a director,  officer, employee
or agent of the  Company in civil,  criminal,  administrative  or  investigative
actions,  suits or  proceedings  (other than an action by or in the right of the
corporation) to which such person is a party or is threatened to be made a party
by reason of the fact of such relationship with the corporation or the fact that
such person is or was serving in a similar  capacity with another  entity at the
request  of  the  corporation  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 such person 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,  if he had no  reasonable  cause  to  believe  his  conduct  was
unlawful.  The DGCL permits idemnification of a director,  officer,  employee or
agent in  actions or suits by or in the right of the  corporation  to which such
person is a party or is  threatened  to be made a party by reason of the fact of
such  relationship  with the  corporation or the fact that such person is or was
serving  in a  similar  capacity  with  another  entity  at the  request  of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action if
such person acted in good faith and in a manner he reasonably  believed to be in
or  not  opposed  to the  best  interests  of the  corporation  except  that  no
indemnification may 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 Delaware Court of Chancery or the court in which the
action  or suit was  brought  determines  upon  application  that,  despite  the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem  proper.  Under the DGCL,  to the extent that a present or
former  director or officer is  successful,  on the merits or otherwise,  in the
defense of any action,  suit or proceeding or any claim, issue or matter therein
(whether or not the suit is brought by or in the right of the corporation), such
person  shall  be  indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by such person in connection therewith.  In all
cases in which  indemnification is permitted (unless ordered by a court), it may
be made by the  corporation  only as  authorized  in the  specific  case  upon a
determination that the applicable  standard of conduct has been met by the party
to be  indemnified.  The  determination  must be made (i) by a  majority  of the
directors who were not parties to the action,  suit or  proceeding,  even though
less than a quorum, (ii) by a committee of such directors designated by majority
vote of such  directors,  even though less than a quorum,  (iii) if there are no
such directors,  or if such directors so direct, by independent legal counsel in
a written  opinion,  or (iv) by the  stockholders.  The statute  authorizes  the
corporation to pay expenses  (including  attorneys' fees) incurred by an officer
or director in advance of a final disposition of a proceeding upon receipt of an
undertaking  by or on behalf of such director or officer,  to repay the advances
if it shall  ultimately  be  determined  that such  person was not  entitled  to
indemnification.  Such expenses  (including  attorneys'  fees) incurred by other
employees and agents may be paid upon such terms and conditions,  if any, as the
Board may  determine.  The DGCL  provides that  indemnification  and advances of
expenses  permitted  thereunder  are not to be  exclusive of any rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any By-law,  agreement,  vote of stockholders  or  disinterested  directors,  or

                                       -3-
otherwise.  The DGCL also  authorizes  the  corporation to purchase and maintain
liability insurance on behalf of its directors,  officers,  employees and agents
regardless  of  whether  the  corporation  would  have  the  statutory  power to
indemnify such persons against the liabilities insured.

         The  Certificate  of  Incorporation  provides  that the  Company  shall
indemnify  each person who was or is made a party or is  threatened to be made a
party to or is involved in any threatened,  pending or completed action, suit or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "Proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal  representative,  is or was a director,  officer,
employee  or agent of the  Company or is or was  serving  at the  request of the
Company as director,  officer,  employee or agent of another corporation or of a
partnership,  joint venture,  trust or other enterprise,  including service with
respect to  employee  benefit  plans,  whether the basis of such  proceeding  is
alleged action in an official capacity as a director, officer, employee or agent
or alleged action in any other  capacity  while serving as a director,  officer,
employee or agent,  to the maximum  extent  authorized by the DGCL, and the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent  that such  amendment  permits  the  Company  to  provide  broader
indemnification  rights than said law  permitted the Company to provide prior to
such amendment),  against all expense,  liability and loss (including attorneys'
fees,  judgments,  fines,  excise  taxes or  penalties  pursuant to the Employee
Retirement  Income  Security Act of 1974, as amended,  and amounts paid or to be
paid in settlement)  reasonably  incurred by such person in connection with such
proceeding and such indemnification shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators. The Certificate of Incorporation
provides that the right to indemnification contained therein is a contract right
and includes  the right to be paid by the Company for the  expenses  incurred in
defending  any such  proceeding in advance of its final  disposition;  provided,
however, that if the DGCL so requires,  the payment of such expenses incurred by
a director or officer in advance of the final  disposition of a proceeding shall
be made only upon  receipt by the Company of an  undertaking  by or on behalf of
such  person  to  repay  all  amounts  so  advanced  if it shall  ultimately  be
determined  that such person is not entitled to be indemnified by the Company as
authorized in the Certificate.  The Company  maintains  directors' and officers'
liability insurance covering certain  liabilities  incurred by the directors and
officers of the Company in connection with the performance of their duties.

Item 7.  Exemption From Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         The  following   exhibits  are  filed  as  part  of  this  registration
statement:

         4.1      Form of Agreement for  Financial  Public  Relations  Services,
                  dated as of July 1, 1997,  by and between the  Registrant  and
                  Market Pathways Financial Relations Incorporated.

         5.1      Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

         23.1     Consents of Price Waterhouse LLP.

         23.2     Consent of Arthur Andersen LLP.

         23.3 Consent of Shereff,  Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).

                                       -4-
24.1 Power of Attorney (included in signature page to this registration
statement).

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 (the "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement;

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

         provided,  however,  that paragraphs (a)(l)(i) and (ii) do not apply if
         the  registration  statement is on Form S-3 or S-8 and 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, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

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

         (b) The undersigned Registrant hereby undertakes that, for the purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's annual report pursuant to Section

                                       -5-
13(a) or 15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed 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 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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
registered,  the  registrants  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       -6-
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
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fort Lee,  State of New Jersey,  on this 30th day of
June, 1998.

                      SAFETY COMPONENTS INTERNATIONAL, INC.

                                   By:   /s/ ROBERT A. ZUMMO
                                         -------------------
                                         Robert A. Zummo
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned  whose
signature  appears below constitutes and appoints Robert A. Zummo and Jeffrey J.
Kaplan,  and each of them (with full  power of each of them to act  alone),  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution for him and on his behalf, and in his name, place and stead,
in any and all  capacities  to  execute  and  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  attorneys-in-fact  and
agents  (with full power of each of them to act alone) 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
attorneys-in-fact  and  agents  or any of them or  their  or his  substitute  or
substitutes,  may  lawfully  do or cause  to be done by  virtue  hereof  and the
Registrant hereby confers like authority on its behalf.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature                                    Title                                     Date
----------------------------          ------------------------------------------        --------------

/S/ ROBERT A. ZUMMO                   
-------------------                   Chairman of the Board, President and Chief         June 30, 1998
Robert A. Zummo                       Executive Officer
                                      (Principal Executive Officer)

/S/ JEFFREY J. KAPLAN                 
---------------------                 Director, Executive Vice President and             June 30, 1998 
Jeffrey J. Kaplan                     Chief Financial Officer
                                      (Principal Financial Officer)

/S/ GEORGE D. PAPADOPOULOS            
--------------------------            Corporate Controller and Secretary                 June 30, 1998
George D. Papadopoulos                (Chief Accounting Officer)

/S/ JOSEPH J. DIOGUARDI               
-----------------------               Director                                           June 30, 1998
Joseph J. DioGuardi

/S/ FRANCIS X. SOUZZI                 
---------------------                 Director                                           June 30, 1998
Francis X. Suozzi

/S/ ROBERT J. TOROK                   
-------------------                   Director                                           June 30, 1998
Robert J. Torok
-7-
SAFETY COMPONENTS INTERNATIONAL, INC.

                                    FORM S-8
                             REGISTRATION STATEMENT

                                  EXHIBIT INDEX

Exhibit

4.1      Form of Agreement for Financial Public Relations Services,  dated as of
         July 1,  1997,  by and  between  the  Registrant  and  Market  Pathways
         Financial Relations Incorporated.

5.1      Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

23.1     Consents of Price Waterhouse LLP.

23.2     Consent of Arthur Andersen LLP.

23.3     Consent of  Shereff,  Friedman,  Hoffman & Goodman,  LLP  (included  in
         Exhibit 5.1).

24.1     Power of Attorney  (included  in  signature  page to this  registration
         statement).

                                       -8-