As filed with the Securities and Exchange Commission on March 15, 1999

                                                      Registration No.: 33-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                            SIRCO INTERNATIONAL CORP.
             (Exact name of registrant as specified in its charter)

               New York                                     13-2511270
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                  Identification Number)

                             24 Richmond Hill Avenue
                           Stamford, Connecticut 06901
                                 (203) 359-4100
               (Address, including zip code, and telephone number,
        including area code of Registrant's principal executive offices)

                SIRCO INTERNATIONAL CORP. 1995 STOCK OPTION PLAN

                                   Copies to:

                                   Joel Dupre
                Chairman of the Board and Chief Executive Officer
                            Sirco International Corp.
                             24 Richmond Hill Avenue
                           Stamford, Connecticut 06901
                                 (203) 359-4100


                              Eric M. Hellige, Esq.
                        Pryor Cashman Sherman & Flynn LLP
                                 410 Park Avenue
                            New York, New York 10022
                                 (212) 421-4100
                                               
          (Names, addresses and telephone numbers of agent for service)
<PAGE>
<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

================================ ====================== ===================== ======================= ======================
           Title of               Amount of Shares to     Proposed Maximum       Proposed Maximum           Amount of
         Securities to              be Registered *      Offering Price Per     Aggregate Offering      Registration Fee
         be Registered                                        Share**                 Price
================================ ====================== ===================== ======================= ======================
<S>                                 <C>                         <C>                 <C>                      <C>   
Common Stock, $.01 par              800,000 shares              $1.78               $1,424,000               $431.52
value .
================================ ====================== ===================== ======================= ======================
</TABLE>

*        All the securities registered hereby are issuable under the Plan.
**       Calculated  in  accordance  with Rule 457(c)  solely for the purpose of
         calculating the  registration fee (based on the closing price per share
         of the  Registrant's  common  stock as reported on the NASDAQ Small Cap
         market on March 9, 1999.) In  addition,  pursuant to Rule 416(c)  under
         the Securities Act of 1933, this registration  statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         Plan described herein.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information specified in this Part
I will be sent or given to  directors,  officers and  employees,  as required by
Rule  428(b)(1)  of the  Securities  Act of 1933 (the  "Securities  Act").  Such
documents  need not be filed with the Securities  and Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus  supplements  pursuant to Rule 424 of the  Securities  Act.  These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
See Rule 421 of the Securities Act.

Item 1.  Plan Information.

         Not required to be filed with the Commission.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Commission by the Registrant  (File No. 0-4465) are incorporated by reference in
this Registration Statement:

         (1) Our Annual  Report on Form 10-K for the fiscal year ended  November
30, 1998; and

         (2) The description of our Common Stock  contained in our  Registration
Statement  on Form S-8 (File No.  33-19611)  filed  January  10,  1997 under the
Securities Act.

         All documents  that we file  pursuant to Section  13(a),  13(c),  14 or
15(d) of the  Securities  Exchange Act of 1934, as amended,  after the effective
date of this Registration  Statement and prior to the filing of a post-effective
amendment  which  indicates  that all the  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 be a part hereof
from the date of filing of such documents.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein  or in any  document  which is or is  deemed  to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.
<PAGE>
Item 4.  Description of Securities.

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel.

         Eric M.  Hellige,  a member of our Board of  Directors,  is a member of
Pryor Cashman Sherman & Flynn LLP, our counsel ("Pryor Cashman").

Item 6.  Indemnification of Directors and Officers.

         Reference  is  made  to  Sections  721  through  725  of  the  Business
Corporation  Law of the  State of New  York  (the  "BCL"),  which  provides  for
indemnification of directors and officers of New York corporations under certain
circumstances.

         Section  722 of the  BCL  provides  that a  corporation  may  indemnify
directors  and  officers  as well as other  employees  and  individuals  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys'  fees, in connection  with actions or  proceedings,  whether civil or
criminal  (other  than  an  action  by or in the  right  of the  corporation,  a
"derivation  action"),  if  they  acted  in  good  faith  and in a  manner  they
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 their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends  to  amounts  paid in  settlement  and  reasonable  expenses  (including
attorneys'  fees) incurred in connection  with the defense or settlement of such
actions,  and the statute does not apply in respect of a threatened action, or a
pending  action that is settled or otherwise  disposed  of, and  requires  court
approval  before  there  can be any  indemnification  where the  person  seeking
indemnification has been found liable to the corporation. Section 721 of the BCL
provides  that Article 7 of the BCL is not  exclusive  of other  indemnification
that  may  be  granted  by  a   corporation's   certificate  of   incorporation,
disinterested director vote, shareholder vote, agreement or otherwise.

         Article XII of our by-laws  requires us to  indemnify  our officers and
directors  to the fullest  extent  permitted  under the BCL.  Article XII of our
by-laws  further  provides that no director shall be personally  liable to us or
our  shareholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except  that no  indemnification  shall be made in  respect  of (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such  person  shall have been
adjudged  to be  liable to us unless  and only to the  extent  that the court in
which such action or suit was brought or, if no action was brought, any court of
competent  jurisdiction  determines  upon  application  that, in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  portion of the  settlement  and expenses as the court deems
proper.
<PAGE>
         Section 402(b) of the BCL provides that a corporation's  certificate of
incorporation  may include a provision  that  eliminates  or limits the personal
liability of the corporation's  directors to the corporation or its shareholders
for damages for any breach of a director's  duty,  provided that such  provision
does not  eliminate or limit (1) the  liability of any director if a judgment or
other final adjudication adverse to the director establishes that the director's
acts or  omissions  were in bad faith or involved  intentional  misconduct  or a
knowing  violation  of law or that the  director  personally  gained a financial
profit or other advantage to which the director was not legally entitled or that
the director's acts violated Section 719 of the BCL, or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the BCL. Article Sixth of our Certificate of Incorporation,
as amended,  provides  that none of our  directors  shall be liable to us or our
shareholders  for any  breach of duty in such  capacity  except as  provided  in
Section 402(b) of the BCL.

         Any  amendment  to or repeal of our  Certificate  of  Incorporation  or
by-laws shall not  adversely  affect any right or protection of our directors or
officers  for or with  respect  to any acts or  omissions  of such  director  or
officer occurring prior to such amendment or repeal.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our controlling directors,  officers or persons pursuant
to the  foregoing,  we have been informed that in the opinion of the  Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable

Item 8.  Exhibits.

Exhibit No.       Description
-----------       -----------

       4.1        Form of  Common  Stock  certificate,  incorporated  herein  by
                  reference  from Exhibit 4.1 to our  Registration  Statement on
                  Form S-8 (File No. 33-00637) filed February 1, 1996;
       4.2        Certificate  of  Incorporation,  as amended,  incorporated  by
                  reference to our Registration Statement on Form S-1 filed with
                  the  Securities  and  Exchange  Commission  on August 27, 1969
                  under Registration Number 2-34436.
       4.3        Certificate of Amendment of the Certificate of  Incorporation,
                  incorporated   by  reference  to  the  our  definitive   proxy
                  statement filed with the Securities and Exchange Commission in
                  connection  with the Company's  Annual Meeting of Shareholders
                  held in May 1984.
       4.4        Certificate of Amendment to the Certificate of  Incorporation,
                  incorporated  by reference  to Exhibit  3(b) to the  Company's
                  Annual  Report on Form 10-K for the year  ended  November  30,
                  1988.
       4.5        Certificate of Amendment to the Certificate of  Incorporation,
                  incorporated  by reference  to Exhibit  3(e) to the  Company's
                  Annual  Report on Form 10-K for the year  ended  November  30,
                  1994, as amended.
       4.6        Certificate of Amendment of the Certificate of  Incorporation,
                  incorporated  by  reference  to  Exhibit  3 to  the  Company's
                  Quarterly Report on Form 10-Q for the quarter ended August 30,
                  1995.
<PAGE>
       4.7        Certificate of Amendment of Certificate of Incorporation filed
                  February 17, 1999,  incorporated  by reference to Exhibit 3(f)
                  to the Company's Annual Report on Form 10-K for the year ended
                  November 30, 1998.
       4.8        By-laws,   amended  and   restated  as  of   December,   1996,
                  incorporated  by reference  to Exhibit  3(e) to the  Company's
                  Annual  Report on Form 10-K for the year  ended  November  30,
                  1996.
       5.1        Opinion of Pryor Cashman Sherman & Flynn LLP
       23.1       Consent of Pryor Cashman Sherman & Flynn LLP (included as part
                  of Exhibit 5.1)
       23.2       Consent of Nussbaum Yates & Wolpow, P.C.
       24         Powers of Attorney  (included  in the  signature  page of this
                  Registration Statement)

Item 9.  Undertakings.

         We, the undersigned registrant, hereby undertake:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  registration
                  statement to include any material  information with respect to
                  the plan of  distribution  not  previously  disclosed  in this
                  registration   statement  or  any  material   change  to  such
                  information in this registration statement.

                  (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  herein,  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.

         We hereby further  undertake  that, for the purposes of determining any
liability  under the Securities  Act of 1933,  each filing of our annual reports
pursuant to Section  13(a) or Section  15(d) of the  Securities  Exchange Act of
1934 that is incorporated by reference in this  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         We hereby further undertake that:

         (1)      For  the  purpose  of  determining  any  liability  under  the
                  Securities Act of 1933, the information  omitted from the form
                  of prospectus filed as part of this registration  statement in
                  reliance under Rule 430A and contained in a form of prospectus
                  filed by us pursuant  to Rule  424(b)(1)  or 497(h)  under the
                  Securities  Act of 1933  shall  be  deemed  to be part of this
                  registration statement at the time it was declared effective.
<PAGE>
         (2)      For  the  purpose  of  determining  any  liability  under  the
                  Securities  Act of 1933,  each  post-effective  amendment that
                  contains  a form of  prospectus  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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors,  officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by us of expenses  incurred or paid by
one of our  directors,  officers or  controlling  person in connection  with the
securities being  registered,  we will, unless in the opinion of our counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issues.


<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in The City of New  York,  State of New  York,  on this 15th day of
March, 1999.


                                                      SIRCO INTERNATIONAL CORP.


                                                 By   /s/ Joel Dupre
                                                      --------------
                                                      Joel Dupre
                                                      Chairman of the Board and
                                                      Chief Executive Officer


<PAGE>

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below hereby  constitutes  Joel
Dupre,  Eric M. Hellige and Paul H. Riss, and each of them singly,  his true and
lawful  attorneys-in-fact with full power to execute in the name of such person,
in the capacities stated below, and to file, such one or more amendments to this
Registration Statement as the Registrant deems appropriate,  and generally to do
all such  things  in the name and on behalf of such  person,  in the  capacities
stated  below,  to enable the  Registrant  to comply with the  provisions of the
Securities  Act of 1933,  and all  requirements  of the  Securities and Exchange
Commission  thereunder,  hereby  ratifying and  confirming the signature of such
person as may be signed by said  attorneys-in-fact,  or any one of them,  to any
and all amendments to this Registration Statement.

         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.


Dated: March 15, 1999                                /s/ Joel Dupre
                                                     --------------
                                                     (Joel Dupre)
                                                     Chairman of the Board and
                                                     Chief Executive Officer


Dated: March 15, 1999                                /s/ Paul H. Riss
                                                     ----------------
                                                     (Paul H. Riss)
                                                     Chief Financial Officer 
                                                     and Director


Dated: March 15, 1999                                /s/ Eric M. Hellige
                                                     -------------------
                                                     (Eric M. Hellige)
                                                     Director


Dated: March 15, 1999                                /s/ Eric Smith
                                                     --------------
                                                     (Eric Smith)
                                                     Director


Dated: March 15, 1999                                /s/ Barrie Sommerfield
                                                     ----------------------
                                                     (Barrie Sommerfield)
                                                     Director

Dated: March 15, 1999                                /s/ Anthony Scalice
                                                     -------------------
                                                     (Anthony Scalice)
                                                     Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21995}]
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As filed with the Securities and Exchange Commission on March 15, 1999

                                                      Registration No.: 33-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                            SIRCO INTERNATIONAL CORP.
             (Exact name of registrant as specified in its charter)

               New York                                     13-2511270
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                  Identification Number)

                             24 Richmond Hill Avenue
                           Stamford, Connecticut 06901
                                 (203) 359-4100
               (Address, including zip code, and telephone number,
        including area code of Registrant's principal executive offices)

                SIRCO INTERNATIONAL CORP. 1995 STOCK OPTION PLAN

                                   Copies to:

                                   Joel Dupre
                Chairman of the Board and Chief Executive Officer
                            Sirco International Corp.
                             24 Richmond Hill Avenue
                           Stamford, Connecticut 06901
                                 (203) 359-4100

                              Eric M. Hellige, Esq.
                        Pryor Cashman Sherman & Flynn LLP
                                 410 Park Avenue
                            New York, New York 10022
                                 (212) 421-4100
                                               
          (Names, addresses and telephone numbers of agent for service)
CALCULATION OF REGISTRATION FEE

================================ ====================== ===================== ======================= ======================
           Title of               Amount of Shares to     Proposed Maximum       Proposed Maximum           Amount of
         Securities to              be Registered *      Offering Price Per     Aggregate Offering      Registration Fee
         be Registered                                        Share**                 Price
================================ ====================== ===================== ======================= ======================
Common Stock, $.01 par              800,000 shares              $1.78               $1,424,000               $431.52
value .
================================ ====================== ===================== ======================= ======================
*        All the securities registered hereby are issuable under the Plan.
**       Calculated  in  accordance  with Rule 457(c)  solely for the purpose of
         calculating the  registration fee (based on the closing price per share
         of the  Registrant's  common  stock as reported on the NASDAQ Small Cap
         market on March 9, 1999.) In  addition,  pursuant to Rule 416(c)  under
         the Securities Act of 1933, this registration  statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         Plan described herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information specified in this Part
I will be sent or given to  directors,  officers and  employees,  as required by
Rule  428(b)(1)  of the  Securities  Act of 1933 (the  "Securities  Act").  Such
documents  need not be filed with the Securities  and Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus  supplements  pursuant to Rule 424 of the  Securities  Act.  These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
See Rule 421 of the Securities Act.

Item 1.  Plan Information.

         Not required to be filed with the Commission.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Commission by the Registrant  (File No. 0-4465) are incorporated by reference in
this Registration Statement:

         (1) Our Annual  Report on Form 10-K for the fiscal year ended  November
30, 1998; and

         (2) The description of our Common Stock  contained in our  Registration
Statement  on Form S-8 (File No.  33-19611)  filed  January  10,  1997 under the
Securities Act.

         All documents  that we file  pursuant to Section  13(a),  13(c),  14 or
15(d) of the  Securities  Exchange Act of 1934, as amended,  after the effective
date of this Registration  Statement and prior to the filing of a post-effective
amendment  which  indicates  that all the  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 be a part hereof
from the date of filing of such documents.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein  or in any  document  which is or is  deemed  to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
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.

         Eric M.  Hellige,  a member of our Board of  Directors,  is a member of
Pryor Cashman Sherman & Flynn LLP, our counsel ("Pryor Cashman").

Item 6.  Indemnification of Directors and Officers.

         Reference  is  made  to  Sections  721  through  725  of  the  Business
Corporation  Law of the  State of New  York  (the  "BCL"),  which  provides  for
indemnification of directors and officers of New York corporations under certain
circumstances.

         Section  722 of the  BCL  provides  that a  corporation  may  indemnify
directors  and  officers  as well as other  employees  and  individuals  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys'  fees, in connection  with actions or  proceedings,  whether civil or
criminal  (other  than  an  action  by or in the  right  of the  corporation,  a
"derivation  action"),  if  they  acted  in  good  faith  and in a  manner  they
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 their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends  to  amounts  paid in  settlement  and  reasonable  expenses  (including
attorneys'  fees) incurred in connection  with the defense or settlement of such
actions,  and the statute does not apply in respect of a threatened action, or a
pending  action that is settled or otherwise  disposed  of, and  requires  court
approval  before  there  can be any  indemnification  where the  person  seeking
indemnification has been found liable to the corporation. Section 721 of the BCL
provides  that Article 7 of the BCL is not  exclusive  of other  indemnification
that  may  be  granted  by  a   corporation's   certificate  of   incorporation,
disinterested director vote, shareholder vote, agreement or otherwise.

         Article XII of our by-laws  requires us to  indemnify  our officers and
directors  to the fullest  extent  permitted  under the BCL.  Article XII of our
by-laws  further  provides that no director shall be personally  liable to us or
our  shareholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except  that no  indemnification  shall be made in  respect  of (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such  person  shall have been
adjudged  to be  liable to us unless  and only to the  extent  that the court in
which such action or suit was brought or, if no action was brought, any court of
competent  jurisdiction  determines  upon  application  that, in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  portion of the  settlement  and expenses as the court deems
proper.
Section 402(b) of the BCL provides that a corporation's  certificate of
incorporation  may include a provision  that  eliminates  or limits the personal
liability of the corporation's  directors to the corporation or its shareholders
for damages for any breach of a director's  duty,  provided that such  provision
does not  eliminate or limit (1) the  liability of any director if a judgment or
other final adjudication adverse to the director establishes that the director's
acts or  omissions  were in bad faith or involved  intentional  misconduct  or a
knowing  violation  of law or that the  director  personally  gained a financial
profit or other advantage to which the director was not legally entitled or that
the director's acts violated Section 719 of the BCL, or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the BCL. Article Sixth of our Certificate of Incorporation,
as amended,  provides  that none of our  directors  shall be liable to us or our
shareholders  for any  breach of duty in such  capacity  except as  provided  in
Section 402(b) of the BCL.

         Any  amendment  to or repeal of our  Certificate  of  Incorporation  or
by-laws shall not  adversely  affect any right or protection of our directors or
officers  for or with  respect  to any acts or  omissions  of such  director  or
officer occurring prior to such amendment or repeal.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our controlling directors,  officers or persons pursuant
to the  foregoing,  we have been informed that in the opinion of the  Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable

Item 8.  Exhibits.

Exhibit No.       Description
-----------       -----------

       4.1        Form of  Common  Stock  certificate,  incorporated  herein  by
                  reference  from Exhibit 4.1 to our  Registration  Statement on
                  Form S-8 (File No. 33-00637) filed February 1, 1996;
       4.2        Certificate  of  Incorporation,  as amended,  incorporated  by
                  reference to our Registration Statement on Form S-1 filed with
                  the  Securities  and  Exchange  Commission  on August 27, 1969
                  under Registration Number 2-34436.
       4.3        Certificate of Amendment of the Certificate of  Incorporation,
                  incorporated   by  reference  to  the  our  definitive   proxy
                  statement filed with the Securities and Exchange Commission in
                  connection  with the Company's  Annual Meeting of Shareholders
                  held in May 1984.
       4.4        Certificate of Amendment to the Certificate of  Incorporation,
                  incorporated  by reference  to Exhibit  3(b) to the  Company's
                  Annual  Report on Form 10-K for the year  ended  November  30,
                  1988.
       4.5        Certificate of Amendment to the Certificate of  Incorporation,
                  incorporated  by reference  to Exhibit  3(e) to the  Company's
                  Annual  Report on Form 10-K for the year  ended  November  30,
                  1994, as amended.
       4.6        Certificate of Amendment of the Certificate of  Incorporation,
                  incorporated  by  reference  to  Exhibit  3 to  the  Company's
                  Quarterly Report on Form 10-Q for the quarter ended August 30,
                  1995.
4.7        Certificate of Amendment of Certificate of Incorporation filed
                  February 17, 1999,  incorporated  by reference to Exhibit 3(f)
                  to the Company's Annual Report on Form 10-K for the year ended
                  November 30, 1998.
       4.8        By-laws,   amended  and   restated  as  of   December,   1996,
                  incorporated  by reference  to Exhibit  3(e) to the  Company's
                  Annual  Report on Form 10-K for the year  ended  November  30,
                  1996.
       5.1        Opinion of Pryor Cashman Sherman & Flynn LLP
       23.1       Consent of Pryor Cashman Sherman & Flynn LLP (included as part
                  of Exhibit 5.1)
       23.2       Consent of Nussbaum Yates & Wolpow, P.C.
       24         Powers of Attorney  (included  in the  signature  page of this
                  Registration Statement)

Item 9.  Undertakings.

         We, the undersigned registrant, hereby undertake:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  registration
                  statement to include any material  information with respect to
                  the plan of  distribution  not  previously  disclosed  in this
                  registration   statement  or  any  material   change  to  such
                  information in this registration statement.

                  (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  herein,  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.

         We hereby further  undertake  that, for the purposes of determining any
liability  under the Securities  Act of 1933,  each filing of our annual reports
pursuant to Section  13(a) or Section  15(d) of the  Securities  Exchange Act of
1934 that is incorporated by reference in this  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         We hereby further undertake that:

         (1)      For  the  purpose  of  determining  any  liability  under  the
                  Securities Act of 1933, the information  omitted from the form
                  of prospectus filed as part of this registration  statement in
                  reliance under Rule 430A and contained in a form of prospectus
                  filed by us pursuant  to Rule  424(b)(1)  or 497(h)  under the
                  Securities  Act of 1933  shall  be  deemed  to be part of this
                  registration statement at the time it was declared effective.
(2)      For  the  purpose  of  determining  any  liability  under  the
                  Securities  Act of 1933,  each  post-effective  amendment that
                  contains  a form of  prospectus  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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors,  officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by us of expenses  incurred or paid by
one of our  directors,  officers or  controlling  person in connection  with the
securities being  registered,  we will, unless in the opinion of our counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issues.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in The City of New  York,  State of New  York,  on this 15th day of
March, 1999.

                                                      SIRCO INTERNATIONAL CORP.

                                                 By   /s/ Joel Dupre
                                                      --------------
                                                      Joel Dupre
                                                      Chairman of the Board and
                                                      Chief Executive Officer
POWER OF ATTORNEY

         Each person  whose  signature  appears  below hereby  constitutes  Joel
Dupre,  Eric M. Hellige and Paul H. Riss, and each of them singly,  his true and
lawful  attorneys-in-fact with full power to execute in the name of such person,
in the capacities stated below, and to file, such one or more amendments to this
Registration Statement as the Registrant deems appropriate,  and generally to do
all such  things  in the name and on behalf of such  person,  in the  capacities
stated  below,  to enable the  Registrant  to comply with the  provisions of the
Securities  Act of 1933,  and all  requirements  of the  Securities and Exchange
Commission  thereunder,  hereby  ratifying and  confirming the signature of such
person as may be signed by said  attorneys-in-fact,  or any one of them,  to any
and all amendments to this Registration Statement.

         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.

Dated: March 15, 1999                                /s/ Joel Dupre
                                                     --------------
                                                     (Joel Dupre)
                                                     Chairman of the Board and
                                                     Chief Executive Officer

Dated: March 15, 1999                                /s/ Paul H. Riss
                                                     ----------------
                                                     (Paul H. Riss)
                                                     Chief Financial Officer 
                                                     and Director

Dated: March 15, 1999                                /s/ Eric M. Hellige
                                                     -------------------
                                                     (Eric M. Hellige)
                                                     Director

Dated: March 15, 1999                                /s/ Eric Smith
                                                     --------------
                                                     (Eric Smith)
                                                     Director

Dated: March 15, 1999                                /s/ Barrie Sommerfield
                                                     ----------------------
                                                     (Barrie Sommerfield)
                                                     Director

Dated: March 15, 1999                                /s/ Anthony Scalice
                                                     -------------------
                                                     (Anthony Scalice)
                                                     Director