As filed with the Securities and Exchange Commission on November 26, 1996

                                               Registration No. _______________

                                    FORM S-8

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             GAYLORD COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                      31-1421571
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                    4006 Venture Court, Columbus, Ohio 42228
               (Address of principal executive offices) (Zip Code)

              Option Agreement between Gaylord Companies, Inc. and
                        Alexander Troy Consultants, Inc.
                            (Full title of the plan)

                                 Not applicable
                     (Name and address of agent for service)
 
                                (614) 771-2777
              (Telephone number, including area code of agent for service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                                   Proposed         Proposed
        Title of Each Class of Securities         Amount to be  Offering Price      Aggregate         Amount of
                to be Registered                   Registered    Per Share(1)    Offering Price   Registration Fee
================================================= ==================================================================
<S> <C>
Shares of Common Stock, $.01 par value
  ("Common Stock")...............................       100,000      1.25            125,000            37.88
Total Registration Fee...........................
================================================= ==================================================================
</TABLE>

(1) Pursuant to Rule 457, the offering price of such shares is estimated solely
for the purpose of determining the registration fee.




<PAGE>



                                     PART 2

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
registration statement.

         (a)      Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995, filed pursuant to Section 13(a) of
                  the Securities Exchange Act of 1934, as amended;

         (b)      All other reports filed by the Registrant pursuant to Section
                  13(a) or 15(d) of the Exchange Act since December 31, 1995;

         (c)      The description of Registrant's Common Stock contained in the
                  Registration Statement on Form 8-A filed with the Commission
                  on August 3, 1995 under Section 12 of the Securities Exchange
                  Act of 1934, including any amendment or report filed for the
                  purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

         Any statement contained in a document or incorporated or deemed to be
incorporated by reference 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 subsequently filed document which also 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. All
information in this Registration Statement is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding statement.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.


Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Martin C. Licht, a director of the Company, is counsel to the Company.


                                       -2-

<PAGE>



Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section 145 of the Delaware General Corporation Law ("DGCL") permits,
in general, a Delaware corporation to indemnify any person made, or threatened
to be made, a party to an action or proceeding by reason of the fact that he or
she was a director or officer of the corporation, or served another entity in
any capacity at the request of the corporation, against any judgment, fines,
amounts paid in settlement and expenses, including attorney's fees actually and
reasonably incurred as a result of such action or proceeding, or any appeal
therein, if such person acted in good faith, for a purpose he or she reasonably
believed to be in, or, in the case of service for another entity, not opposed
to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 145(e) of the DGCL permits the corporation to pay
in advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 145(f) of the DGCL provides that the
indemnification and advancement of expense provisions contained in the DGCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled.

         The Company's Certificate of Incorporation provides, in general, that
the Company shall indemnify, to the fullest extent permitted by Section 145 of
the DGCL, any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in, or covered by, said section. The Certificate of
Incorporation also provides that the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to actions taken in his or her official capacity
and as to acts in another capacity while holding such office.

         In accordance with that provision of the Certificate of Incorporation,
the Company shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust, or
other enterprise in any capacity at the Company's request) made, or threatened
to be made, a party to an action or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he or she was
serving in any of those capacities against judgments, fines, amounts paid in
settlement and reasonable expenses (including attorney's fees) incurred as a
result of such action or proceeding. Indemnification would not be available if a
judgment or other final adjudication adverse to such director or officer
establishes that (I) his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty or (ii) he or she personally gained
in fact a financial profit or other advantage to which he or she was not legally
entitled.

         There is no litigation pending, and neither the registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.





                                       -3-

<PAGE>



Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS.

Number                              Description of Exhibit

4.1   --          Consulting Agreement between the Company and Alexander Troy
                  Consultants, Inc.
5.1   --          Opinion of Martin C. Licht, Esq., counsel to the Company.
23.1  --          Consent of Feldman Radin & Co., P.C.



Item 9.  UNDERTAKINGS.

         1.    The undersigned, Company, hereby undertakes:

                    (a) To file, during any period in which the Company offers
or sells securities, a post-effective amendment(s) to this registration
statement:

                           (1)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (2)      To reflect in the prospectus any facts or
                                    events which, individually or together
                                    represent a fundamental change in the
                                    information in the registration statement;
                                    and

                           (3)      To include any additional or changed
                                    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 1(a)(1) and 1(a)(2) do
         not apply if the information required to be included in a
         post-effective, amendment by those paragraphs is contained in periodic
         reports filed by the Registrant pursuant to section 13 or section 15(d)
         of the Securities Exchange Act of 1934 that are incorporated by
         reference in this registration statement.

            (b) 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; and

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


                                       -4-

<PAGE>



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

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


                                       -5-

<PAGE>



                                   SIGNATURES

         The Registrant. 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 Columbus, State of Ohio, on November 21, 1996.
                       
                GAYLORD COMPANIES, INC.


                By:      /s/ John D. Critser
                         ------------------------------
                         John D. Critser, President, Chief Operating Officer,
                         Director

                By:      /s/ John Gaylord
                         -------------------------------
                         John Gaylord, Chairman of the Board, Chief
                         Executive Officer, Treasurer, Chief Financial
                         Officer and Director

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

<TABLE>
<CAPTION>
Name                                                 Title                                Date
<S> <C>

/s/ John D. Critser                 President, Chief Operating Officer,           November 21, 1996
----------------------              Director
John D. Critser




/s/ John Gaylord                    Chairman of the Board, Chief                  November 21, 1996
----------------------              Executive Officer, Treasurer, Chief
John Gaylord                        Financial Officer and Director



/s/ George Gaylord                  Senior Chairman of the Board                  November 21, 1996
----------------------
George Gaylord


/s/ Martin C. Licht                Director                                       November 21, 1996
----------------------
Martin C. Licht



</TABLE>
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{"company-data": {"conformed-name": "GAYLORD COMPANIES INC", "cik": "0000930114", "assigned-sic": "5990", "irs-number": "311421571", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16853", "film-number": "96672810"}, "business-address": {"street1": "4006 VENTURE COURT", "city": "COLUMBUS", "state": "OH", "zip": "43228", "phone": "6147712777"}, "mail-address": {"street1": "4006 VENTURE COURT", "city": "COLUMBUS", "state": "OH", "zip": "43228"}}
As filed with the Securities and Exchange Commission on November 26, 1996

                                               Registration No. _______________

                                    FORM S-8

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             GAYLORD COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                      31-1421571
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                    4006 Venture Court, Columbus, Ohio 42228
               (Address of principal executive offices) (Zip Code)

              Option Agreement between Gaylord Companies, Inc. and
                        Alexander Troy Consultants, Inc.
                            (Full title of the plan)

                                 Not applicable
                     (Name and address of agent for service)
 
                                (614) 771-2777
              (Telephone number, including area code of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed         Proposed
        Title of Each Class of Securities         Amount to be  Offering Price      Aggregate         Amount of
                to be Registered                   Registered    Per Share(1)    Offering Price   Registration Fee
================================================= ==================================================================
Shares of Common Stock, $.01 par value
  ("Common Stock")...............................       100,000      1.25            125,000            37.88
Total Registration Fee...........................
================================================= ==================================================================
(1) Pursuant to Rule 457, the offering price of such shares is estimated solely
for the purpose of determining the registration fee.
PART 2

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
registration statement.

         (a)      Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995, filed pursuant to Section 13(a) of
                  the Securities Exchange Act of 1934, as amended;

         (b)      All other reports filed by the Registrant pursuant to Section
                  13(a) or 15(d) of the Exchange Act since December 31, 1995;

         (c)      The description of Registrant's Common Stock contained in the
                  Registration Statement on Form 8-A filed with the Commission
                  on August 3, 1995 under Section 12 of the Securities Exchange
                  Act of 1934, including any amendment or report filed for the
                  purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

         Any statement contained in a document or incorporated or deemed to be
incorporated by reference 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 subsequently filed document which also 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. All
information in this Registration Statement is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding statement.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Martin C. Licht, a director of the Company, is counsel to the Company.

                                       -2-
Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section 145 of the Delaware General Corporation Law ("DGCL") permits,
in general, a Delaware corporation to indemnify any person made, or threatened
to be made, a party to an action or proceeding by reason of the fact that he or
she was a director or officer of the corporation, or served another entity in
any capacity at the request of the corporation, against any judgment, fines,
amounts paid in settlement and expenses, including attorney's fees actually and
reasonably incurred as a result of such action or proceeding, or any appeal
therein, if such person acted in good faith, for a purpose he or she reasonably
believed to be in, or, in the case of service for another entity, not opposed
to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 145(e) of the DGCL permits the corporation to pay
in advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 145(f) of the DGCL provides that the
indemnification and advancement of expense provisions contained in the DGCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled.

         The Company's Certificate of Incorporation provides, in general, that
the Company shall indemnify, to the fullest extent permitted by Section 145 of
the DGCL, any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in, or covered by, said section. The Certificate of
Incorporation also provides that the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to actions taken in his or her official capacity
and as to acts in another capacity while holding such office.

         In accordance with that provision of the Certificate of Incorporation,
the Company shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust, or
other enterprise in any capacity at the Company's request) made, or threatened
to be made, a party to an action or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he or she was
serving in any of those capacities against judgments, fines, amounts paid in
settlement and reasonable expenses (including attorney's fees) incurred as a
result of such action or proceeding. Indemnification would not be available if a
judgment or other final adjudication adverse to such director or officer
establishes that (I) his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty or (ii) he or she personally gained
in fact a financial profit or other advantage to which he or she was not legally
entitled.

         There is no litigation pending, and neither the registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.

                                       -3-
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS.

Number                              Description of Exhibit

4.1   --          Consulting Agreement between the Company and Alexander Troy
                  Consultants, Inc.
5.1   --          Opinion of Martin C. Licht, Esq., counsel to the Company.
23.1  --          Consent of Feldman Radin & Co., P.C.

Item 9.  UNDERTAKINGS.

         1.    The undersigned, Company, hereby undertakes:

                    (a) To file, during any period in which the Company offers
or sells securities, a post-effective amendment(s) to this registration
statement:

                           (1)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (2)      To reflect in the prospectus any facts or
                                    events which, individually or together
                                    represent a fundamental change in the
                                    information in the registration statement;
                                    and

                           (3)      To include any additional or changed
                                    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 1(a)(1) and 1(a)(2) do
         not apply if the information required to be included in a
         post-effective, amendment by those paragraphs is contained in periodic
         reports filed by the Registrant pursuant to section 13 or section 15(d)
         of the Securities Exchange Act of 1934 that are incorporated by
         reference in this registration statement.

            (b) 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; and

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

                                       -4-
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       -5-
SIGNATURES

         The Registrant. 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 Columbus, State of Ohio, on November 21, 1996.
                       
                GAYLORD COMPANIES, INC.

                By:      /s/ John D. Critser
                         ------------------------------
                         John D. Critser, President, Chief Operating Officer,
                         Director

                By:      /s/ John Gaylord
                         -------------------------------
                         John Gaylord, Chairman of the Board, Chief
                         Executive Officer, Treasurer, Chief Financial
                         Officer and Director

         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.
Name                                                 Title                                Date
/s/ John D. Critser                 President, Chief Operating Officer,           November 21, 1996
----------------------              Director
John D. Critser

/s/ John Gaylord                    Chairman of the Board, Chief                  November 21, 1996
----------------------              Executive Officer, Treasurer, Chief
John Gaylord                        Financial Officer and Director

/s/ George Gaylord                  Senior Chairman of the Board                  November 21, 1996
----------------------
George Gaylord

/s/ Martin C. Licht                Director                                       November 21, 1996
----------------------
Martin C. Licht