As filed with the Securities and Exchange Commission on July 24, 1997 
                                                  Registration No. 333-         

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ___________
                                        
                                    FORM S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933
                                  ___________
                                        
                           NEW RETAIL CONCEPTS, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                          13-3275369
     (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)          Identification No.)

                            2975 Westchester Avenue
                           Purchase, New York  10577
         (Address, including zip code, of principal executive offices)


    Written Compensation Contracts with Directors, Officers and Consultants
                              (Full title of plan)

                                   NEIL COLE
                         c/o New Retail Concepts, Inc.
                            2975 Westchester Avenue
                           Purchase, New York  10577
                    (Name and address of agent for service)

                                 (914) 694-8888
         (Telephone number, including area code, of agent for service)
                                  ___________

                        CALCULATION OF REGISTRATION FEE

                                           Proposed    Proposed
                                           maximum      maximum
                                           offering    aggregate     Amount of
  Title of securities      Amount to be    price per    offering    registration
    to be registered        registered       share        price         fee

 Common Stock, $.01 par   885,000 shares    $.33 (1)    $292,050       $88.50
       value (1)             (1) (2) 
(1)  Based on  the number  of shares  issuable upon  exercise of options granted
  pursuant to  written  compensation  contracts  with  directors,  officers  and
  consultants at an offering price, calculated in accordance with Rule 457(h)(1)
  under the  Securities Act  of 1933,  as amended, equal to the weighted average
  exercise price per share.
(2)  This Registration  Statement shall,  in accordance  with Rule 416 under the
  Securities Act  of 1933, as amended, be deemed to cover such additional shares
  as may  be issued  to prevent  dilution resulting  from  stock  splits,  stock
  dividends or similar transactions.

This Registration  Statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation Of Documents By Reference

     The following  documents filed by New Retail Concepts, Inc. (the "Company")
with the  Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:

       Annual Report on Form 10-KSB for the fiscal year ended March 31, 1997.

     All documents  filed by  the Company  pursuant to Sections 13(a), 13(c), 14
and 15(d)  of the Securities Exchange Act of 1934, as amended, subsequent to the
date of  this Registration Statement and prior to the filing of a post-effective
amendment which  indicates that  all of  the securities offered hereby 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 part
hereof from  the date of filing of such documents.  Any statement contained in a
document incorporated  by reference in this Registration Statement to the extent
that a  statement contained herein or in any subsequently filed document that is
also 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

     Not applicable

Item 6.        Indemnification of Directors and Officers

     Pursuant to  Section 145  of the  General Corporation  Law of  the State of
Delaware, the Company is authorized to indemnify, subject to certain conditions,
its directors and officers against certain liabilities and expenses arising from
claims against them because of being such a director or officer.

Item 7.        Exemption from Registration Claimed

     Not applicable.

Item 8.        Exhibits

     A list  of Exhibits  to this  registration statement  is set  forth in  the
Exhibit Index starting on page II-4 hereof.

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:


                                        
                                      II-3

          (i)  To include  any prospectus  required by  section 10(a)(3)  of the
          Securities Act of 1933.

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

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
     do not apply if the registration statement is on Form S-3, Form S-8 or Form
     F-3, and  the information  required to  be  included  in  a  post-effective
     amendment by  those paragraphs  is contained in periodic reports filed with
     or furnished  to the Commission by the registrant pursuant to section 13 or
     section 15(d)  of the Securities Exchange Act of 1934 that are incorporated
     by reference in the registration statement.

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

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

     (b)  The undersigned  registrant hereby  undertakes 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.

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

                                        
                                      II-4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 July 18, 1997.

                                    NEW RETAIL CONCEPTS, INC.

                                    by    /s/ Neil Cole     
                                                 Neil Cole
                                                 President

                               POWER OF ATTORNEY

     KNOW ALL  MEN BY  THESE PRESENTS,  that each person whose signature appears
below constitutes  and appoints  Neil Cole  and Gary  Klein, his or her true and
lawful attorneys-in-fact  and agents,  each acting  alone, with  full  power  of
substitution and  resubstitution, for  him or  her and in his or her name, place
and stead,  in any  and all  capacities, to  sign any and all amendments to this
Registration Statement,  including post-effective  amendments, and  to file  the
same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority do and perform each and every
act and  thing requisite  and necessary to be done in and about the premises, as
fully to  all intents and purposes as he or she might or could do in person, and
hereby ratifies  and confirms  all that  said attorneys-in-fact and agents, each
acting alone, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

   Signature                       Title                        Date

/s/ Neil Cole                 Chairman of the Board,        July 18, 1997
Neil Cole                      President and Treasurer

/s/ Gary Klein                Chief Financial Officer       July 18, 1997
Gary Klein

/s/ Steve Mendelow            Director                      July 18, 1997
Steve Mendelow

/s/ Barry Emanuel             Director                      July 18, 1997
Barry Emanuel









                                        
                                      II-5



                                 EXHIBIT INDEX
                                        
Exhibit
Number                                      Description      

  5       Opinion of M. Warren Browne

 23(a)    Consent of Grant Thornton LLP

 23(b)    Consent of M. Warren Browne (included in Exhibit 5)

 24       Power of Attorney (included in signature page)








                                      II-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12272}]
{"company-data": {"conformed-name": "NEW RETAIL CONCEPTS INC", "cik": "0000797659", "assigned-sic": "6794", "irs-number": "133275369", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31959", "film-number": "97644543"}, "business-address": {"street1": "2975 WESTCHESTER AVE", "city": "PURCHASE", "state": "NY", "zip": "10577", "phone": "2129442220"}, "mail-address": {"street1": "2975 WESTCHESTER AVE", "city": "PURCHASE", "state": "NY", "zip": "10577"}}
As filed with the Securities and Exchange Commission on July 24, 1997 
                                                  Registration No. 333-         

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ___________
                                        
                                    FORM S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933
                                  ___________
                                        
                           NEW RETAIL CONCEPTS, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                          13-3275369
     (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)          Identification No.)

                            2975 Westchester Avenue
                           Purchase, New York  10577
         (Address, including zip code, of principal executive offices)

    Written Compensation Contracts with Directors, Officers and Consultants
                              (Full title of plan)

                                   NEIL COLE
                         c/o New Retail Concepts, Inc.
                            2975 Westchester Avenue
                           Purchase, New York  10577
                    (Name and address of agent for service)

                                 (914) 694-8888
         (Telephone number, including area code, of agent for service)
                                  ___________

                        CALCULATION OF REGISTRATION FEE

                                           Proposed    Proposed
                                           maximum      maximum
                                           offering    aggregate     Amount of
  Title of securities      Amount to be    price per    offering    registration
    to be registered        registered       share        price         fee

 Common Stock, $.01 par   885,000 shares    $.33 (1)    $292,050       $88.50
       value (1)             (1) (2) 
(1)  Based on  the number  of shares  issuable upon  exercise of options granted
  pursuant to  written  compensation  contracts  with  directors,  officers  and
  consultants at an offering price, calculated in accordance with Rule 457(h)(1)
  under the  Securities Act  of 1933,  as amended, equal to the weighted average
  exercise price per share.
(2)  This Registration  Statement shall,  in accordance  with Rule 416 under the
  Securities Act  of 1933, as amended, be deemed to cover such additional shares
  as may  be issued  to prevent  dilution resulting  from  stock  splits,  stock
  dividends or similar transactions.

This Registration  Statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation Of Documents By Reference

     The following  documents filed by New Retail Concepts, Inc. (the "Company")
with the  Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:

       Annual Report on Form 10-KSB for the fiscal year ended March 31, 1997.

     All documents  filed by  the Company  pursuant to Sections 13(a), 13(c), 14
and 15(d)  of the Securities Exchange Act of 1934, as amended, subsequent to the
date of  this Registration Statement and prior to the filing of a post-effective
amendment which  indicates that  all of  the securities offered hereby 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 part
hereof from  the date of filing of such documents.  Any statement contained in a
document incorporated  by reference in this Registration Statement to the extent
that a  statement contained herein or in any subsequently filed document that is
also 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

     Not applicable

Item 6.        Indemnification of Directors and Officers

     Pursuant to  Section 145  of the  General Corporation  Law of  the State of
Delaware, the Company is authorized to indemnify, subject to certain conditions,
its directors and officers against certain liabilities and expenses arising from
claims against them because of being such a director or officer.

Item 7.        Exemption from Registration Claimed

     Not applicable.

Item 8.        Exhibits

     A list  of Exhibits  to this  registration statement  is set  forth in  the
Exhibit Index starting on page II-4 hereof.

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:

                                        
                                      II-3

          (i)  To include  any prospectus  required by  section 10(a)(3)  of the
          Securities Act of 1933.

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

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
     do not apply if the registration statement is on Form S-3, Form S-8 or Form
     F-3, and  the information  required to  be  included  in  a  post-effective
     amendment by  those paragraphs  is contained in periodic reports filed with
     or furnished  to the Commission by the registrant pursuant to section 13 or
     section 15(d)  of the Securities Exchange Act of 1934 that are incorporated
     by reference in the registration statement.

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

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

     (b)  The undersigned  registrant hereby  undertakes 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.

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

                                        
                                      II-4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 July 18, 1997.

                                    NEW RETAIL CONCEPTS, INC.

                                    by    /s/ Neil Cole     
                                                 Neil Cole
                                                 President

                               POWER OF ATTORNEY

     KNOW ALL  MEN BY  THESE PRESENTS,  that each person whose signature appears
below constitutes  and appoints  Neil Cole  and Gary  Klein, his or her true and
lawful attorneys-in-fact  and agents,  each acting  alone, with  full  power  of
substitution and  resubstitution, for  him or  her and in his or her name, place
and stead,  in any  and all  capacities, to  sign any and all amendments to this
Registration Statement,  including post-effective  amendments, and  to file  the
same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority do and perform each and every
act and  thing requisite  and necessary to be done in and about the premises, as
fully to  all intents and purposes as he or she might or could do in person, and
hereby ratifies  and confirms  all that  said attorneys-in-fact and agents, each
acting alone, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

   Signature                       Title                        Date

/s/ Neil Cole                 Chairman of the Board,        July 18, 1997
Neil Cole                      President and Treasurer

/s/ Gary Klein                Chief Financial Officer       July 18, 1997
Gary Klein

/s/ Steve Mendelow            Director                      July 18, 1997
Steve Mendelow

/s/ Barry Emanuel             Director                      July 18, 1997
Barry Emanuel

                                        
                                      II-5

                                 EXHIBIT INDEX
                                        
Exhibit
Number                                      Description      

  5       Opinion of M. Warren Browne

 23(a)    Consent of Grant Thornton LLP

 23(b)    Consent of M. Warren Browne (included in Exhibit 5)

 24       Power of Attorney (included in signature page)

                                      II-6