As filed with the Securities and Exchange Commission on October 17, 2006
                                                  Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            FIVE STAR PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                  13-3729186
         (State or other jurisdiction)          (I.R.S. Employer Identification
         of incorporation or organization)                 Number)

                             777 Westchester Avenue
                          White Plains, New York 10604
           (Address of Principal Executive Office, including zip code)

                 Five Star Products, Inc. 1994 Stock Option Plan
                              (Full title of plan)

                             Andrea D. Kantor, Esq.
                            Five Star Products, Inc.
                             777 Westchester Avenue
                          White Plains, New York 10604
                                 (914) 249-9700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                 -----------------------------------------------
                                   Copies to:
                             Robert J. Hasday, Esq.
                                Duane Morris LLP
                              380 Lexington Avenue
                               New York, NY 10168
                                 (212) 692-1000
                           --------------------------

<TABLE>
                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
<CAPTION>
 Title of Each Class of Securities       Amount to be          Proposed     Proposed Maximum      Amount of
         to be Registered               Registered(1)          Maximum     Aggregate Offering  Registration Fee
                                                            Offering Price      Price(2)
                                                             Per Share(2)
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                      <C>            <C>                  <C>
Common Stock, par value $0.01 per      1,100,000 shares         $0.21          $231,000.00          $27.19
share
=================================================================================================================
</TABLE>

(1)   Plus such indeterminate number of shares of Common Stock of the Registrant
      as may be issued to prevent dilution resulting from stock dividends, stock
      splits or similar transactions in accordance with Rule 416 under the
      Securities Act of 1933.
(2)   Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
      of 1933, based upon the average of the high and low sales prices of the
      Registrant's Common Stock on the OTC Bulletin Board on October 16, 2006.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Five Star Products, Inc. (the "Company" or "we" or "us") has prepared
this Registration Statement in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended (the "Securities Act"), to register
1,100,000 shares of Common Stock issued or issuable pursuant to our Five Star
Products, Inc. 1994 Stock Option Plan and to file a prospectus, prepared in
accordance with the requirements of Part I of Form S-3 and, pursuant to General
Instruction C of Form S-8, to be used for reoffers and resales of Common Stock
acquired by persons named therein upon the exercise of options heretofore
granted under our Five Star Products, Inc. 1994 Stock Option Plan.

         The documents containing the information specified in Part I of this
Registration Statement will be sent or given to plan participants as specified
by Rule 428(b)(1) of the Securities Act. Such documents are not required to be
and are not filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.





<PAGE>




REOFFER PROSPECTUS

                            Five Star Products, Inc.
                     Common Stock (Par Value $.01 Per Share)

                     1,100,000 shares of Common Stock under
               the Five Star Products, Inc. 1994 Stock Option Plan

This prospectus relates to the offer and sale from time to time by directors,
officers, key employees and consultants, who may be considered our "affiliates",
of up to 1,100,000 shares of our common stock which have been or may be acquired
pursuant to our Five Star Products, Inc. 1994 Stock Option Plan.

The selling shareholders propose to sell the shares from time to time in
transactions occurring either on or off the OTC Bulletin Board (or such other
market, if any, on which our common stock may be listed or quoted) at prevailing
market prices or at negotiated prices. Sales may be made through brokers or to
dealers, who are expected to receive customary commissions or discounts.

The selling shareholders and participating brokers and dealers may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, in which
event any profit on the sale of shares of those selling shareholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.

Our common stock is traded on the OTC Bulletin Board under the symbol "FSPX". On
October 16, 2006, the closing sales price of our common stock as reported by the
OTC Bulletin Board was $0.17 per share.

We are paying all expenses of registration incurred in connection with this
offering but the selling shareholders will pay all brokerage commissions and
other selling expenses.

See "Risk Factors" beginning on Page 3 of this prospectus for a discussion of
certain risks and other factors that you should consider before purchasing our
common stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                 The date of this prospectus is October __, 2006



<PAGE>


                                TABLE OF CONTENTS

                                                                           Page

Where You Can Find More Information......................................... I-2
The Company..................................................................I-3
Risk Factors.................................................................I-3
Selling Shareholders.........................................................I-4
Use of Proceeds..............................................................I-6
Plan of Distribution.........................................................I-6
Legal Matters................................................................I-6
Experts......................................................................I-6


You should only rely on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. The common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.

                       WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission ("SEC"). You may
read and copy any document we file at the SEC's public reference room located at
Station Place, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800 SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public from the SEC's web site at:
http:/www.sec.gov.

We have filed with the SEC a registration statement on Form S-8 under the
Securities Act with respect to the common stock. This prospectus, which
constitutes a part of that registration statement, does not contain all the
information contained in that registration statement and its exhibits. For
further information with respect to us and our common stock, you should consult
that registration statement and its exhibits. Statements contained in this
prospectus concerning the provisions of any documents are necessarily summaries
of those documents, and each statement is qualified in its entirety by reference
to the copy of the document filed with the SEC.

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to the other information we have filed with the SEC. The information that we
incorporate by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. The following documents filed by us with the SEC
pursuant to Section 13 of the Exchange Act (File No. 000-25869) and any future
filings under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act made prior
to the termination of the offering are incorporated by reference:

(i)     our Annual Report on Form 10-K for the year ended December 31, 2005;

(ii)    our Report on Form 8-K filed May 11, 2006;

(iii)   our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006
        and June 30, 2006;


                                       I-2
<PAGE>

(iv)    the description of our common stock contained in our registration
        statement on Form 8-A pursuant to Section 12 of the Exchange Act, filed
        April 26, 1999, and any amendment or report filed for the purpose of
        updating such description, filed by us with the SEC.

We will provide without charge to each person to whom a copy of this prospectus
is delivered a copy of any or all documents incorporated by reference into this
prospectus except the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests for copies
can be made by writing or telephoning us at 777 Westchester Avenue, White
Plains, New York 10604, Attention: Lydia DeSantis; telephone number: (914)
249-9700.

Unless otherwise stated in this prospectus, references to "Five Star", "we",
"our" and "us" refer to Five Star Products, Inc., a Delaware corporation.

Cautionary Statement Regarding Forward-Looking Statements

This prospectus contains forward-looking statements that are not based on
historical facts. We use words such as "expects," "intends" and "anticipates" to
indicate forward-looking statements. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements, all of which are
difficult to predict and many of which are beyond the control of Five Star,
including, but not limited to, our inability to compete successfully, changing
economic conditions, control of Five Star by National Patent Development
Corporation and those other risks and uncertainties detailed herein under "Risk
Factors," below.

If any one or more of these expectations and assumptions proves incorrect,
actual results will likely differ materially from those contemplated by the
forward-looking statements. Even if all of the foregoing assumptions and
expectations prove correct, actual results may still differ materially from
those expressed in the forward-looking statements as a result of factors we may
not anticipate or that may be beyond our control. While we cannot assess the
future impact that any of these differences could have on our business,
financial condition, results of operations and cash flows or the market price of
shares of our common stock, the differences could be significant. We do not
undertake to update any forward-looking statements made by us.

                                   THE COMPANY

We are engaged in the wholesale distribution of home decorating, hardware and
finishing products. We serve over 3,500 independent retail dealers in twelve
states, making us one of the largest distributors of our kind in the Northeast.
We operate two state-of-the-art warehouse facilities, located in Newington, CT
and East Hanover, NJ. All operations are coordinated from our New Jersey
facility. We are currently a majority owned subsidiary of National Patent
Development Corporation. Our principal office is located at 777 Westchester
Avenue, White Plains, NY 10604, and our telephone number is (914) 249-9700.

                                  RISK FACTORS

Set forth below and elsewhere in this report and in other documents we file with
the Securities and Exchange Commission are risks and uncertainties that could
cause our actual results to differ materially from the results contemplated by
the forward-looking statements contained in this prospectus and other public
statements we make.



                                       I-3
<PAGE>

Competition Could Adversely Affect our Performance

Competition within the do-it-yourself industry is intense. There are large
national distributors commonly associated with national franchises such as Ace
and TruServ as well as smaller regional distributors, all of whom offer products
and services similar to those offered by us. Moreover, in some instances,
manufacturers will bypass distributors and choose to sell and ship their
products directly to retail outlets. In addition, our customers face stiff
competition from Home Depot and Lowe's, which purchase directly from
manufacturers, and national franchises such as Ace and TruServ. We compete
principally through our strategically placed distribution centers and our
extensive inventory of quality, name-brand products. We will continue to focus
our efforts on supplying our products to our customers at a competitive price
and on a timely, consistent basis.

Changing economic conditions in the United States could harm our business.

Our revenues and profitability are related to general levels of economic
activity and employment in the United States. As a result, any significant
economic downturn or recession could harm our business or financial condition.

Control by National Patent Development Corporation and Letter of Intent

We are currently controlled by our principal stockholder, National Patent
Development Corporation, whose interest may not be aligned with those of our
other stockholders. As of September 30, 2006, National Patent owned
approximately 64% of our outstanding common stock. Accordingly, National Patent
will be able to influence our management and affairs and all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions. This concentration of ownership may have the
effect of delaying, discouraging or preventing a change in control and might
affect the market price of our common stock. See Note 6 to our Consolidated
Financial Statements contained in our Annual Report on Form 10-K for the year
ended December 31, 2005 for a description of transactions between us and
National Patent.

Expiration of Leases for Warehouse Facilities

The Company's leases for its Connecticut and New Jersey facilities expire in the
first quarter of 2007. At this time the Company is exploring its options, but
has not yet renewed the current facility leases, nor entered into leases for new
facilities. Our inability to enter into leases under favorable terms could have
a material adverse impact on our business.

The loss of our key personnel, including our executive management team, could
harm our business.

Our success is largely dependent upon the experience and continued services of
our executive management team and our other key personnel. The loss of one or
more of our key personnel and a failure to attract or promote suitable
replacements for them may adversely affect our business.

                              SELLING SHAREHOLDERS

This prospectus relates to shares of common stock which have been or may be
acquired by the selling shareholders pursuant to our Five Star Products, Inc.


                                      I-4
<PAGE>

1994 Stock Option Plan. The selling shareholders are directors, officers, other
key employees and consultants, who may be considered our "affiliates". The
following table sets forth certain information with respect to the selling
shareholders as of September 30, 2006, as follows: (1) the name and position
with Five Star Products within the past three years of each selling shareholder;
(2) the number of shares of common stock beneficially owned by each selling
shareholder (including shares obtainable under options exercisable within 60
days of such date); (3) the number of shares of common stock being offered
hereby; and (4) the number and percentage of our outstanding shares of common
stock to be beneficially owned by each selling shareholder after completion of
the sale of common stock being offered hereby. The number of shares offered for
sale by each selling shareholder may be updated in, and additional individuals
who may be or may become our affiliates may be added as selling shareholders
hereunder by, supplements and/or amendments to this prospectus, which will be
filed with the SEC in accordance with Rule 424(b) under the Securities Act of
1933, as amended. There is no assurance that any of the selling shareholders
will sell any or all of their shares of common stock.

<TABLE>
<CAPTION>

           Selling Shareholder            Number of
            and Position with               Shares             Number of           Shares Beneficially
           the Company within            Beneficially         Shares Being          Owned After Sale
          the Past Three Years              Owned          Offered Hereby(1)       Number      Percent(2)

<S>                                           <C>                 <C>                <C>            <C>
     Charles Dawson                           150,000             150,000            0              0
        President and Director

     Steven Schilitt                          150,000             150,000            0              0
        Executive Vice President
        and Chief Operating Officer
        and Director

     Bruce Sherman                            150,000             150,000            0              0
        Executive Vice President,
        Sales and Director

     Jerome I. Feldman                        150,000             150,000            0              0
        Chairman of the Board

     Scott N. Greenberg                       150,000             150,000            0              0
        Former Director

     John Moran                               150,000             150,000            0              0
        Director

     Carll Tucker                              50,000              50,000            0              0
        Director

     Richard Grad                             150,000             150,000            0              0
        Consultant
</TABLE>
---------------------
-------------------------------------------------------------------------------
(1) Includes shares issuable upon exercise of options currently granted to the
selling shareholder, whether or not such options are exercisable within 60 days.
Does not constitute a commitment to sell any or all of the stated number of
shares. The number of shares to be sold shall be determined from time to time by
each selling shareholder in his or her discretion.

(2) Percentage is computed with reference to the 14,309,577 shares of our common
stock outstanding as of September 30, 2006, and assumes the exercise of all
options by the selling shareholders and the sale of all shares offered by the
selling shareholders under this prospectus.



                                       I-5
<PAGE>

                                 USE OF PROCEEDS

Shares covered by this prospectus will be sold by the selling shareholders as
principals for their own account. We will not receive any proceeds from sales of
any shares by selling shareholders.

                              PLAN OF DISTRIBUTION

The selling shareholders, or pledges, donees, or transferees of or successors in
interest to the selling shareholders, may sell shares pursuant to this
prospectus from time to time in transactions (including one or more block
transactions) on the OTC Bulletin Board (or such other market, if any, on which
our common stock may be listed or quoted), in the public market off the OTC
Bulletin Board, in privately negotiated transactions, or in a combination of
such transactions. Each sale may be made either at the market price prevailing
at the time of sale or at a negotiated price. Sales may be made through brokers
or to dealers, and such brokers or dealers may receive compensation in the form
of commissions or discounts not exceeding those customary in similar
transactions. Any shares covered by this prospectus that qualify for sale under
Rule 144 under the Securities Act may be sold under Rule 144 rather than under
this prospectus. We are paying all expenses of registration incurred in
connection with this offering, but the selling shareholders will pay their own
brokerage commissions and any other expenses they incur.

The selling shareholders and any dealers acting in connection with the offering
or any brokers executing sell orders on behalf of a selling shareholder may be
deemed to be "underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of shares by a selling shareholder and any
commissions or discounts received by a broker or dealer may be deemed to be
underwriting compensation under the Securities Act. In addition, a broker or
dealer may be required to deliver a copy of this prospectus to any person who
purchases any of the shares from or through the broker or dealer.

                                  LEGAL MATTERS

Certain legal matters with respect to the Common Stock offered hereby will be
passed upon by Andrea D. Kantor, our Vice President and General Counsel. As of
the date hereof, Ms. Kantor does not beneficially own any shares of our common
stock.

                                     EXPERTS

The consolidated financial statements of the Company incorporated by reference
to our Annual Report on Form 10-K for the year ended December 31, 2005 have been
audited by Eisner LLP, independent registered public accounting firm, as set
forth in their report thereon and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.



                                       I-6
<PAGE>





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission by
Five Star Products, Inc., a Delaware corporation (the "Company"), are
incorporated herein by reference:

        (i)       our Annual Report on Form 10-K for the fiscal year ended
                  December 31, 2005;

        (ii)      our Report on Form 8-K filed May 11, 2006;

        (iii)     our Reports on Form 10-Q for  the quarter ended March 31, 2006
                  and June 30, 2006;

        (iv)      the description of our common stock contained in our
                  registration statement pursuant to Section 12 of the Exchange
                  Act, and any amendment or report filed for the purpose of
                  updating such description, filed by us with the SEC.

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing such documents, except
for information furnished under Item 2.02 or 7.01 of Current Report on Form 8-K,
or exhibits related thereto, which is deemed not to be incorporated by reference
herein.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interest of Named Experts and Counsel.

As of the date hereof, Andrea D. Kantor, the Company's Vice President and
General Counsel, does not beneficially own any shares of the Company's common
stock.


Item 6.  Indemnification of Directors and Officers.

The Company's Amended Certificate of Incorporation (the "Amended Certificate")
provides that the Company shall indemnify its officers, directors, employees and
agents to the extent permitted by the Delaware General Corporation Law (the
"DGCL"). The Company's Amended By-Laws (the "By-Laws") provide that the Company
shall indemnify any and all of its directors and officers and former directors
and officers and any person who may be serving or have served at its request as
a director or officer of another company in which it owns shares of capital
stock or of which it is a creditor (and their heirs, distributees, executors,
and administrators), against expenses actually and necessarily incurred by them
in connection with the defense of any action, suit or proceeding in which they,
or any of them, are made parties, or a party, by reason of being or having been
directors or officers or are a director or officer of the Company, or of such
other company; provided however, that the Company shall not indemnify any such


                                      II-1
<PAGE>

director or officer or former director or officer or person in relation to
matters as to which he shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of duty, nor in
respect of any matter on which any settlement or compromise is effected, if the
total expense, including the cost of such settlement, shall substantially exceed
the expense which might reasonably be incurred by such director or officer or
former director or officer or person in conducting such litigation to a final
conclusion. Such rights and indemnification are not exclusive of any other
rights to which those indemnified may be entitled, under common law, any
statute, by-law, agreement, vote of stockholders, or otherwise.

Section 145 of the DGCL permits a corporation to indemnify any director of
officer of the corporation against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director of officer of the corporation, and, with
respect to any criminal action or proceeding, if he or she had no reason to
believe his or her conduct was unlawful. If a derivative action (i.e., one
brought by or on behalf of the corporation), indemnification may be made only
for expenses, actually and reasonably incurred by any director or officer in
connection with the defense or settlement of such an action or suit, if such
person acted in good faith and in a manner that he reasonably believed to be in,
or not opposed to, the best interests of the corporation, except that no
indemnification shall be made if such persona shall have been adjudged to be
liable to the corporation, unless and only to the extent that the court in which
the action or suit was bright shall determine that the defendant is fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.

Pursuant to Section 102(b)(7) of the DGCL, the Amended Certificate eliminates
the liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liabilities
arising (i) from any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) from acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Company as
disclosed above, the Company has been informed 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.


Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.

         Exhibit No.           Description

             4(a)       -      Amended Certificate of Incorporation of
                               the Registrant. Incorporated herein by
                               reference to Exhibit 3 of the Registrant's
                               Annual Report on Form 10-K for the year
                               ended December 31, 1996.

             4(b)       -      Amended By-laws of the Registrant.
                               Incorporated herein by reference to Exhibit
                               3.1 of the Registrant's Annual Report on
                               Form 10-K/A for the year ended December 31,
                               2003.

                                  II-2
<PAGE>

             4(c)       -      1994 Stock Option Plan of the Registrant
                               as amended on January 1, 2002. Incorporated
                               herein by reference to Exhibit 10 of the
                               Registrant's Annual Report on Form 10-K for
                               the year ended December 31, 2001.

             5        -        Opinion and consent of Andrea D. Kantor, Esq.
                               (filed herewith).

             23(a)    -        Consent of Eisner LLP (filed herewith).

             23(b)    -        Consent of Andrea D. Kantor, Esq. (included in
                               Exhibit 5).

             24       -        Powers of Attorney  (included on signature page).


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, 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.

                            (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 the 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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act 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-3
<PAGE>



                                   SIGNATURES

         Pursuant to the requirement 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 White Plains, State of New York on October 17, 2006.

                                            FIVE STAR PRODUCTS, INC.


                                            Charles Dawson
                                            President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Jerome I. Feldman and Charles
Dawson, acting individually, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to 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
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his 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 by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

Signature                 Title                                                Date


<S>                                                                                   <C> <C>
Charles Dawson           President and Director (Principal Executive          October 17, 2006
                         Officer)

Jerome I. Feldman        Chairman of the Board                                October 17, 2006


Bruce Sherman            Executive Vice President, Sales                      October 17, 2006
                         and Director


Steven Schilit           Executive Vice President, Chief Operating            October 17, 2006
                         Officer and Director



Neil Collins             Chief Financial Officer (Principal                   October 17, 2006
                         Financial and Accounting Officer)


John Moran               Director                                             October 17, 2006


Carll Tucker             Director                                             October 17, 2006


</TABLE>


                                       I-4
<PAGE>




                         EXHIBIT INDEX


      Exhibit No.                          Description
         4(a)      -       Amended Certificate of Incorporation of
                           the Registrant. Incorporated herein by
                           reference to Exhibit 3 of the Registrant's
                           Annual Report on Form 10-K for the year
                           ended December 31, 1996.

         4(b)       -      Amended By-laws of the Registrant.
                           Incorporated herein by reference to Exhibit
                           3.1 of the Registrant's Annual Report on
                           Form 10-K/A for the year ended December 31,
                           2003.

         4(c)        -     1994 Stock Option Plan of the Registrant
                           as amended on January 1, 2002. Incorporated
                           herein by reference to Exhibit 10 of the
                           Registrant's Annual Report on Form 10-K for
                           the year ended December 31, 2001.

         5           -     Opinion and consent of Andrea D. Kantor, Esq.
                           (filed herewith).

         23(a)       -     Consent of Eisner LLP (filed herewith).

         23(b)       -     Consent of Andrea D. Kantor, Esq. (included in
                           Exhibit 5).

         24          -     Powers of Attorney  (included on signature page).




                                       I-5
<PAGE>
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As filed with the Securities and Exchange Commission on October 17, 2006
                                                  Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            FIVE STAR PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                  13-3729186
         (State or other jurisdiction)          (I.R.S. Employer Identification
         of incorporation or organization)                 Number)

                             777 Westchester Avenue
                          White Plains, New York 10604
           (Address of Principal Executive Office, including zip code)

                 Five Star Products, Inc. 1994 Stock Option Plan
                              (Full title of plan)

                             Andrea D. Kantor, Esq.
                            Five Star Products, Inc.
                             777 Westchester Avenue
                          White Plains, New York 10604
                                 (914) 249-9700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                 -----------------------------------------------
                                   Copies to:
                             Robert J. Hasday, Esq.
                                Duane Morris LLP
                              380 Lexington Avenue
                               New York, NY 10168
                                 (212) 692-1000
                           --------------------------

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
Title of Each Class of Securities       Amount to be          Proposed     Proposed Maximum      Amount of
         to be Registered               Registered(1)          Maximum     Aggregate Offering  Registration Fee
                                                            Offering Price      Price(2)
                                                             Per Share(2)
-----------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per      1,100,000 shares         $0.21          $231,000.00          $27.19
share
=================================================================================================================
(1)   Plus such indeterminate number of shares of Common Stock of the Registrant
      as may be issued to prevent dilution resulting from stock dividends, stock
      splits or similar transactions in accordance with Rule 416 under the
      Securities Act of 1933.
(2)   Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
      of 1933, based upon the average of the high and low sales prices of the
      Registrant's Common Stock on the OTC Bulletin Board on October 16, 2006.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Five Star Products, Inc. (the "Company" or "we" or "us") has prepared
this Registration Statement in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended (the "Securities Act"), to register
1,100,000 shares of Common Stock issued or issuable pursuant to our Five Star
Products, Inc. 1994 Stock Option Plan and to file a prospectus, prepared in
accordance with the requirements of Part I of Form S-3 and, pursuant to General
Instruction C of Form S-8, to be used for reoffers and resales of Common Stock
acquired by persons named therein upon the exercise of options heretofore
granted under our Five Star Products, Inc. 1994 Stock Option Plan.

         The documents containing the information specified in Part I of this
Registration Statement will be sent or given to plan participants as specified
by Rule 428(b)(1) of the Securities Act. Such documents are not required to be
and are not filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
REOFFER PROSPECTUS

                            Five Star Products, Inc.
                     Common Stock (Par Value $.01 Per Share)

                     1,100,000 shares of Common Stock under
               the Five Star Products, Inc. 1994 Stock Option Plan

This prospectus relates to the offer and sale from time to time by directors,
officers, key employees and consultants, who may be considered our "affiliates",
of up to 1,100,000 shares of our common stock which have been or may be acquired
pursuant to our Five Star Products, Inc. 1994 Stock Option Plan.

The selling shareholders propose to sell the shares from time to time in
transactions occurring either on or off the OTC Bulletin Board (or such other
market, if any, on which our common stock may be listed or quoted) at prevailing
market prices or at negotiated prices. Sales may be made through brokers or to
dealers, who are expected to receive customary commissions or discounts.

The selling shareholders and participating brokers and dealers may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, in which
event any profit on the sale of shares of those selling shareholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.

Our common stock is traded on the OTC Bulletin Board under the symbol "FSPX". On
October 16, 2006, the closing sales price of our common stock as reported by the
OTC Bulletin Board was $0.17 per share.

We are paying all expenses of registration incurred in connection with this
offering but the selling shareholders will pay all brokerage commissions and
other selling expenses.

See "Risk Factors" beginning on Page 3 of this prospectus for a discussion of
certain risks and other factors that you should consider before purchasing our
common stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                 The date of this prospectus is October __, 2006
TABLE OF CONTENTS

                                                                           Page

Where You Can Find More Information......................................... I-2
The Company..................................................................I-3
Risk Factors.................................................................I-3
Selling Shareholders.........................................................I-4
Use of Proceeds..............................................................I-6
Plan of Distribution.........................................................I-6
Legal Matters................................................................I-6
Experts......................................................................I-6

You should only rely on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. The common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.

                       WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission ("SEC"). You may
read and copy any document we file at the SEC's public reference room located at
Station Place, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800 SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public from the SEC's web site at:
http:/www.sec.gov.

We have filed with the SEC a registration statement on Form S-8 under the
Securities Act with respect to the common stock. This prospectus, which
constitutes a part of that registration statement, does not contain all the
information contained in that registration statement and its exhibits. For
further information with respect to us and our common stock, you should consult
that registration statement and its exhibits. Statements contained in this
prospectus concerning the provisions of any documents are necessarily summaries
of those documents, and each statement is qualified in its entirety by reference
to the copy of the document filed with the SEC.

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to the other information we have filed with the SEC. The information that we
incorporate by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. The following documents filed by us with the SEC
pursuant to Section 13 of the Exchange Act (File No. 000-25869) and any future
filings under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act made prior
to the termination of the offering are incorporated by reference:

(i)     our Annual Report on Form 10-K for the year ended December 31, 2005;

(ii)    our Report on Form 8-K filed May 11, 2006;

(iii)   our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006
        and June 30, 2006;

                                       I-2
(iv)    the description of our common stock contained in our registration
        statement on Form 8-A pursuant to Section 12 of the Exchange Act, filed
        April 26, 1999, and any amendment or report filed for the purpose of
        updating such description, filed by us with the SEC.

We will provide without charge to each person to whom a copy of this prospectus
is delivered a copy of any or all documents incorporated by reference into this
prospectus except the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests for copies
can be made by writing or telephoning us at 777 Westchester Avenue, White
Plains, New York 10604, Attention: Lydia DeSantis; telephone number: (914)
249-9700.

Unless otherwise stated in this prospectus, references to "Five Star", "we",
"our" and "us" refer to Five Star Products, Inc., a Delaware corporation.

Cautionary Statement Regarding Forward-Looking Statements

This prospectus contains forward-looking statements that are not based on
historical facts. We use words such as "expects," "intends" and "anticipates" to
indicate forward-looking statements. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements, all of which are
difficult to predict and many of which are beyond the control of Five Star,
including, but not limited to, our inability to compete successfully, changing
economic conditions, control of Five Star by National Patent Development
Corporation and those other risks and uncertainties detailed herein under "Risk
Factors," below.

If any one or more of these expectations and assumptions proves incorrect,
actual results will likely differ materially from those contemplated by the
forward-looking statements. Even if all of the foregoing assumptions and
expectations prove correct, actual results may still differ materially from
those expressed in the forward-looking statements as a result of factors we may
not anticipate or that may be beyond our control. While we cannot assess the
future impact that any of these differences could have on our business,
financial condition, results of operations and cash flows or the market price of
shares of our common stock, the differences could be significant. We do not
undertake to update any forward-looking statements made by us.

                                   THE COMPANY

We are engaged in the wholesale distribution of home decorating, hardware and
finishing products. We serve over 3,500 independent retail dealers in twelve
states, making us one of the largest distributors of our kind in the Northeast.
We operate two state-of-the-art warehouse facilities, located in Newington, CT
and East Hanover, NJ. All operations are coordinated from our New Jersey
facility. We are currently a majority owned subsidiary of National Patent
Development Corporation. Our principal office is located at 777 Westchester
Avenue, White Plains, NY 10604, and our telephone number is (914) 249-9700.

                                  RISK FACTORS

Set forth below and elsewhere in this report and in other documents we file with
the Securities and Exchange Commission are risks and uncertainties that could
cause our actual results to differ materially from the results contemplated by
the forward-looking statements contained in this prospectus and other public
statements we make.

                                       I-3
Competition Could Adversely Affect our Performance

Competition within the do-it-yourself industry is intense. There are large
national distributors commonly associated with national franchises such as Ace
and TruServ as well as smaller regional distributors, all of whom offer products
and services similar to those offered by us. Moreover, in some instances,
manufacturers will bypass distributors and choose to sell and ship their
products directly to retail outlets. In addition, our customers face stiff
competition from Home Depot and Lowe's, which purchase directly from
manufacturers, and national franchises such as Ace and TruServ. We compete
principally through our strategically placed distribution centers and our
extensive inventory of quality, name-brand products. We will continue to focus
our efforts on supplying our products to our customers at a competitive price
and on a timely, consistent basis.

Changing economic conditions in the United States could harm our business.

Our revenues and profitability are related to general levels of economic
activity and employment in the United States. As a result, any significant
economic downturn or recession could harm our business or financial condition.

Control by National Patent Development Corporation and Letter of Intent

We are currently controlled by our principal stockholder, National Patent
Development Corporation, whose interest may not be aligned with those of our
other stockholders. As of September 30, 2006, National Patent owned
approximately 64% of our outstanding common stock. Accordingly, National Patent
will be able to influence our management and affairs and all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions. This concentration of ownership may have the
effect of delaying, discouraging or preventing a change in control and might
affect the market price of our common stock. See Note 6 to our Consolidated
Financial Statements contained in our Annual Report on Form 10-K for the year
ended December 31, 2005 for a description of transactions between us and
National Patent.

Expiration of Leases for Warehouse Facilities

The Company's leases for its Connecticut and New Jersey facilities expire in the
first quarter of 2007. At this time the Company is exploring its options, but
has not yet renewed the current facility leases, nor entered into leases for new
facilities. Our inability to enter into leases under favorable terms could have
a material adverse impact on our business.

The loss of our key personnel, including our executive management team, could
harm our business.

Our success is largely dependent upon the experience and continued services of
our executive management team and our other key personnel. The loss of one or
more of our key personnel and a failure to attract or promote suitable
replacements for them may adversely affect our business.

                              SELLING SHAREHOLDERS

This prospectus relates to shares of common stock which have been or may be
acquired by the selling shareholders pursuant to our Five Star Products, Inc.

                                      I-4
1994 Stock Option Plan. The selling shareholders are directors, officers, other
key employees and consultants, who may be considered our "affiliates". The
following table sets forth certain information with respect to the selling
shareholders as of September 30, 2006, as follows: (1) the name and position
with Five Star Products within the past three years of each selling shareholder;
(2) the number of shares of common stock beneficially owned by each selling
shareholder (including shares obtainable under options exercisable within 60
days of such date); (3) the number of shares of common stock being offered
hereby; and (4) the number and percentage of our outstanding shares of common
stock to be beneficially owned by each selling shareholder after completion of
the sale of common stock being offered hereby. The number of shares offered for
sale by each selling shareholder may be updated in, and additional individuals
who may be or may become our affiliates may be added as selling shareholders
hereunder by, supplements and/or amendments to this prospectus, which will be
filed with the SEC in accordance with Rule 424(b) under the Securities Act of
1933, as amended. There is no assurance that any of the selling shareholders
will sell any or all of their shares of common stock.
Selling Shareholder            Number of
            and Position with               Shares             Number of           Shares Beneficially
           the Company within            Beneficially         Shares Being          Owned After Sale
          the Past Three Years              Owned          Offered Hereby(1)       Number      Percent(2)
Charles Dawson                           150,000             150,000            0              0
        President and Director

     Steven Schilitt                          150,000             150,000            0              0
        Executive Vice President
        and Chief Operating Officer
        and Director

     Bruce Sherman                            150,000             150,000            0              0
        Executive Vice President,
        Sales and Director

     Jerome I. Feldman                        150,000             150,000            0              0
        Chairman of the Board

     Scott N. Greenberg                       150,000             150,000            0              0
        Former Director

     John Moran                               150,000             150,000            0              0
        Director

     Carll Tucker                              50,000              50,000            0              0
        Director

     Richard Grad                             150,000             150,000            0              0
        Consultant
---------------------
-------------------------------------------------------------------------------
(1) Includes shares issuable upon exercise of options currently granted to the
selling shareholder, whether or not such options are exercisable within 60 days.
Does not constitute a commitment to sell any or all of the stated number of
shares. The number of shares to be sold shall be determined from time to time by
each selling shareholder in his or her discretion.

(2) Percentage is computed with reference to the 14,309,577 shares of our common
stock outstanding as of September 30, 2006, and assumes the exercise of all
options by the selling shareholders and the sale of all shares offered by the
selling shareholders under this prospectus.

                                       I-5
USE OF PROCEEDS

Shares covered by this prospectus will be sold by the selling shareholders as
principals for their own account. We will not receive any proceeds from sales of
any shares by selling shareholders.

                              PLAN OF DISTRIBUTION

The selling shareholders, or pledges, donees, or transferees of or successors in
interest to the selling shareholders, may sell shares pursuant to this
prospectus from time to time in transactions (including one or more block
transactions) on the OTC Bulletin Board (or such other market, if any, on which
our common stock may be listed or quoted), in the public market off the OTC
Bulletin Board, in privately negotiated transactions, or in a combination of
such transactions. Each sale may be made either at the market price prevailing
at the time of sale or at a negotiated price. Sales may be made through brokers
or to dealers, and such brokers or dealers may receive compensation in the form
of commissions or discounts not exceeding those customary in similar
transactions. Any shares covered by this prospectus that qualify for sale under
Rule 144 under the Securities Act may be sold under Rule 144 rather than under
this prospectus. We are paying all expenses of registration incurred in
connection with this offering, but the selling shareholders will pay their own
brokerage commissions and any other expenses they incur.

The selling shareholders and any dealers acting in connection with the offering
or any brokers executing sell orders on behalf of a selling shareholder may be
deemed to be "underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of shares by a selling shareholder and any
commissions or discounts received by a broker or dealer may be deemed to be
underwriting compensation under the Securities Act. In addition, a broker or
dealer may be required to deliver a copy of this prospectus to any person who
purchases any of the shares from or through the broker or dealer.

                                  LEGAL MATTERS

Certain legal matters with respect to the Common Stock offered hereby will be
passed upon by Andrea D. Kantor, our Vice President and General Counsel. As of
the date hereof, Ms. Kantor does not beneficially own any shares of our common
stock.

                                     EXPERTS

The consolidated financial statements of the Company incorporated by reference
to our Annual Report on Form 10-K for the year ended December 31, 2005 have been
audited by Eisner LLP, independent registered public accounting firm, as set
forth in their report thereon and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.

                                       I-6
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission by
Five Star Products, Inc., a Delaware corporation (the "Company"), are
incorporated herein by reference:

        (i)       our Annual Report on Form 10-K for the fiscal year ended
                  December 31, 2005;

        (ii)      our Report on Form 8-K filed May 11, 2006;

        (iii)     our Reports on Form 10-Q for  the quarter ended March 31, 2006
                  and June 30, 2006;

        (iv)      the description of our common stock contained in our
                  registration statement pursuant to Section 12 of the Exchange
                  Act, and any amendment or report filed for the purpose of
                  updating such description, filed by us with the SEC.

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing such documents, except
for information furnished under Item 2.02 or 7.01 of Current Report on Form 8-K,
or exhibits related thereto, which is deemed not to be incorporated by reference
herein.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

As of the date hereof, Andrea D. Kantor, the Company's Vice President and
General Counsel, does not beneficially own any shares of the Company's common
stock.

Item 6.  Indemnification of Directors and Officers.

The Company's Amended Certificate of Incorporation (the "Amended Certificate")
provides that the Company shall indemnify its officers, directors, employees and
agents to the extent permitted by the Delaware General Corporation Law (the
"DGCL"). The Company's Amended By-Laws (the "By-Laws") provide that the Company
shall indemnify any and all of its directors and officers and former directors
and officers and any person who may be serving or have served at its request as
a director or officer of another company in which it owns shares of capital
stock or of which it is a creditor (and their heirs, distributees, executors,
and administrators), against expenses actually and necessarily incurred by them
in connection with the defense of any action, suit or proceeding in which they,
or any of them, are made parties, or a party, by reason of being or having been
directors or officers or are a director or officer of the Company, or of such
other company; provided however, that the Company shall not indemnify any such

                                      II-1
director or officer or former director or officer or person in relation to
matters as to which he shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of duty, nor in
respect of any matter on which any settlement or compromise is effected, if the
total expense, including the cost of such settlement, shall substantially exceed
the expense which might reasonably be incurred by such director or officer or
former director or officer or person in conducting such litigation to a final
conclusion. Such rights and indemnification are not exclusive of any other
rights to which those indemnified may be entitled, under common law, any
statute, by-law, agreement, vote of stockholders, or otherwise.

Section 145 of the DGCL permits a corporation to indemnify any director of
officer of the corporation against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director of officer of the corporation, and, with
respect to any criminal action or proceeding, if he or she had no reason to
believe his or her conduct was unlawful. If a derivative action (i.e., one
brought by or on behalf of the corporation), indemnification may be made only
for expenses, actually and reasonably incurred by any director or officer in
connection with the defense or settlement of such an action or suit, if such
person acted in good faith and in a manner that he reasonably believed to be in,
or not opposed to, the best interests of the corporation, except that no
indemnification shall be made if such persona shall have been adjudged to be
liable to the corporation, unless and only to the extent that the court in which
the action or suit was bright shall determine that the defendant is fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.

Pursuant to Section 102(b)(7) of the DGCL, the Amended Certificate eliminates
the liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liabilities
arising (i) from any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) from acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Company as
disclosed above, the Company has been informed 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.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         Exhibit No.           Description

             4(a)       -      Amended Certificate of Incorporation of
                               the Registrant. Incorporated herein by
                               reference to Exhibit 3 of the Registrant's
                               Annual Report on Form 10-K for the year
                               ended December 31, 1996.

             4(b)       -      Amended By-laws of the Registrant.
                               Incorporated herein by reference to Exhibit
                               3.1 of the Registrant's Annual Report on
                               Form 10-K/A for the year ended December 31,
                               2003.

                                  II-2
4(c)       -      1994 Stock Option Plan of the Registrant
                               as amended on January 1, 2002. Incorporated
                               herein by reference to Exhibit 10 of the
                               Registrant's Annual Report on Form 10-K for
                               the year ended December 31, 2001.

             5        -        Opinion and consent of Andrea D. Kantor, Esq.
                               (filed herewith).

             23(a)    -        Consent of Eisner LLP (filed herewith).

             23(b)    -        Consent of Andrea D. Kantor, Esq. (included in
                               Exhibit 5).

             24       -        Powers of Attorney  (included on signature page).

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, 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.

                            (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 the 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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act 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-3
SIGNATURES

         Pursuant to the requirement 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 White Plains, State of New York on October 17, 2006.

                                            FIVE STAR PRODUCTS, INC.

                                            Charles Dawson
                                            President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Jerome I. Feldman and Charles
Dawson, acting individually, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to 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
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his 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 by the following persons in the
capacities and on the date indicated.
Signature                 Title                                                Date
Charles Dawson           President and Director (Principal Executive          October 17, 2006
                         Officer)

Jerome I. Feldman        Chairman of the Board                                October 17, 2006

Bruce Sherman            Executive Vice President, Sales                      October 17, 2006
                         and Director

Steven Schilit           Executive Vice President, Chief Operating            October 17, 2006
                         Officer and Director

Neil Collins             Chief Financial Officer (Principal                   October 17, 2006
                         Financial and Accounting Officer)

John Moran               Director                                             October 17, 2006

Carll Tucker             Director                                             October 17, 2006
I-4
EXHIBIT INDEX

      Exhibit No.                          Description
         4(a)      -       Amended Certificate of Incorporation of
                           the Registrant. Incorporated herein by
                           reference to Exhibit 3 of the Registrant's
                           Annual Report on Form 10-K for the year
                           ended December 31, 1996.

         4(b)       -      Amended By-laws of the Registrant.
                           Incorporated herein by reference to Exhibit
                           3.1 of the Registrant's Annual Report on
                           Form 10-K/A for the year ended December 31,
                           2003.

         4(c)        -     1994 Stock Option Plan of the Registrant
                           as amended on January 1, 2002. Incorporated
                           herein by reference to Exhibit 10 of the
                           Registrant's Annual Report on Form 10-K for
                           the year ended December 31, 2001.

         5           -     Opinion and consent of Andrea D. Kantor, Esq.
                           (filed herewith).

         23(a)       -     Consent of Eisner LLP (filed herewith).

         23(b)       -     Consent of Andrea D. Kantor, Esq. (included in
                           Exhibit 5).

         24          -     Powers of Attorney  (included on signature page).

                                       I-5