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



October 23, 1997 


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

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

Ladies and Gentlemen:

     Enclosed  herewith for filing under the Securities Act of 1933, as amended,
is the  Company's  Registration  Statement on Form S-8,  together  with exhibits
thereto (the "Registration Statement").  The Company has previously paid by wire
transfer the required filing fee of $2300.62 (Federal Wire Number 000040).

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

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

Very truly yours,


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


Enclosures

<PAGE>

 As filed with the Securities and Exchange Commission on October 23, 1997.

                                                  Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                      SAFETY COMPONENTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   33-0596831
                     (I.R.S. Employer Identification Number)
                      
                             2160 North Central Road
                               Fort Lee, NJ 07024
               (Address of principal executive offices) (Zip Code)

                      SAFETY COMPONENTS INTERNATIONAL, INC.
                       1994 STOCK OPTION PLAN, AS AMENDED
                          AND A STOCK OPTION AGREEMENT
                            (Full title of the Plan)

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

                         CALCULATION OF REGISTRATION FEE
 
        
                                                      Proposed             Proposed
            Title of                                   Maximum              Maximum
           Securities             Amount to be      Offering Price         Aggregate              Amount of
        to be Registered          Registered(1)     Per Share(2)        Offering Price(2)     Registration Fee(3)
        ----------------         --------------     --------------      -----------------     -------------------
        <S>                      <C>                <C>                 <C>                   <C>  
         Common Stock,           650,000 shares     $14.88              $7,591,975.00         $2,300.62                
           par value
        $0.01 per share
</TABLE> 


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

     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h), with options for 5,000 shares having been granted at an
exercise  price of $12.38  per share,  options  for 60,000  shares  having  been
granted at an exercise  price of $12.13 per share,  options  for 125,000  shares
having been granted at an exercise price of $11.50 per share, options for 20,000
shares having been granted at an exercise price of $10.75 per share, options for
50,000  shares  having  beengranted  at an  exercise  price of $10.00 per share,
options for 232,500  shares  having been granted at an exercise  price of $10.25
per share, options for 15,000 shares having been granted at an exercise price of
$9.75 per share and options for the remaining 142,500 shares on the basis of the
average of the high and low sales  prices of the  Registrant's  Common  Stock as
quoted on The Nasdaq National Market on October 20, 1997.

     (3) The  Registration  Fee has  been  calculated  pursuant  to Rule  457 as
follows:  5,000  multiplied  by one  thirty-third  of one percent of $12.38 (the
exercise price of such options),  60,000  multiplied by one  thirty-third of one
percent of $12.13 (the exercise  price of such options),  125,000  multiplied by
one  thirty-third of one percent of $11.50 (the exercise price of such options),
20,000  multiplied  by one  thirty-third  of one percent of $10.75 (the exercise
price of such options),  50,000 multiplied by one thirty-third of one percent of
$10.00  (the  exercise  price  of  such  options),  232,500  multiplied  by  one
thirty-third  of one percent of $10.25  (the  exercise  price of such  options),
15,000  multiplied  by one  thirty-third  of one percent of $9.75 (the  exercise
price of such options) and 142,500 multiplied by one thirty-third of one percent
of  $14.88,  the  average of the high and low sales  prices of the  Registrant's
Common Stock as quoted on The Nasdaq National Market on October 20, 1997.



                                       -2-
<PAGE> 

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Explanatory Note

     This  Registration  Statement  on Form S-8,  filed in  connection  with the
issuance   of   additional   shares  of  Common   Stock  of  Safety   Components
International, Inc., a Delaware corporation (the "Registrant"), under the Safety
Components International, Inc. 1994 Stock Option Plan, as amended, constitutes a
new registration  statement.  The contents of the Registration Statement on Form
S-8,  File No.  333-04709  (filed on May 29,  1996) are  incorporated  herein by
reference.

Item 8.  Exhibits

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

     4.1          Safety Components International, Inc. 1994 Stock Option Plan, 
                  as amended.

     4.2          Stock Option Agreement, dated as of July 1, 1997, by and
                  between Market Pathways Financial Relations Incorporated and 
                  Safety Components International, Inc.
                  
     5.1          Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

     23.1         Consents of Price Waterhouse LLP.

     23.2         Consent of BDO Deutsche Warentreuhand.

     23.3         Consents of Price Waterhouse GmbH.

     23.4         Consent of Arthur Andersen LLP.

     23.5         Consent of Coopers & Lybrand L.L.P.

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

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





                                       -3-
<PAGE> 


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fort Lee,  State of New Jersey,  on this 23rd day of
October, 1997.

                                      SAFETY COMPONENTS INTERNATIONAL, INC.


                                      By:   /s/ Jeffrey J. Kaplan
                                            ---------------------        
                                            Jeffrey J. Kaplan
                                            Executive Vice President
                                            and Chief Financial Officer


                                       -4-

<PAGE> 
                                POWER OF ATTORNEY

     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  of the  undersigned  whose
signature  appears below constitutes and appoints Robert A. Zummo and Jeffrey J.
Kaplan,  and each of them (with full  power of each of them to act  alone),  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution for him and on his behalf, and in his name, place and stead,
in any and all  capacities  to  execute  and  sign  any  and all  amendments  or
post-effective  amendments to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents  (with full power of each of them to act alone) full power and  authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents  or any of them or  their  or his  substitute  or
substitutes,  may  lawfully  do or cause  to be done by  virtue  hereof  and the
Registrant hereby confers like authority on its behalf.

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

<TABLE>
<CAPTION>

Signature                             Title                                              Date
<S>                                   <C>                                                <C>   


/s/ Robert A. Zummo
-------------------                   Chairman of the Board, President                   October 23, 1997
Robert A. Zummo                       and Chief Executive Officer
                                      (Principal Executive Officer)


/s/ Jeffrey J. Kaplan
---------------------                 Director, Executive Vice President                 October 23, 1997
Jeffrey J. Kaplan                     and Chief Financial Officer.
                                      (Principal Financial Officer)


/s/ George D. Papadopoulos
--------------------------            Corporate Controller and Secretary                 October 23, 1997
George D. Papadopoulos                (Chief Accounting Officer)

                                      

/s/ Joseph J. DioGuardi
-----------------------
Joseph J. DioGuardi                   Director                                           October 23, 1997 


/s/ Francis X. Suozzi
---------------------                                     
Francis X. Suozzi                     Director                                           October 23, 1997  


-------------------                                     
Robert J. Torok                       Director                                           October 23, 1997

</TABLE>


                                       -5-
<PAGE> 

                      SAFETY COMPONENTS INTERNATIONAL, INC.

                                    FORM S-8
                             REGISTRATION STATEMENT

                                  EXHIBIT INDEX

 
Exhibit

4.1       Safety Components International, Inc. 1994 Stock Option Plan, as
          amended.

4.2       Stock Option Agreement, dated as of July 1, 1997, by and between
          Market Pathways Financial Relations Incorporated and Safety Components
          International, Inc.

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

23.1      Consents of Price Waterhouse LLP.

23.2      Consent of BDO Deutsche Warentreuhand.

23.3      Consents of Price Waterhouse GmbH.

23.4      Consent of Arthur Andersen LLP.

23.5      Consent of Coopers & Lybrand L.L.P.

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

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



                                       -6-
[{"type": "S-8", "sequence": "1", "description": "SCI 1994 STOCK OPTION PLAN", "secsgml_size_bytes": 12973}]
{"company-data": {"conformed-name": "SAFETY COMPONENTS INTERNATIONAL INC", "cik": "0000918964", "assigned-sic": "3714", "irs-number": "330596831", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38587", "film-number": "97699791"}, "business-address": {"street1": "3190 PULLMAN STREET", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7146627756"}, "mail-address": {"street1": "3190 PULLMAN STREET", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
SAFETY COMPONENTS INTERNATIONAL, INC.
                            2160 North Central Road
                           Fort Lee, New Jersey 07024

October 23, 1997 

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

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

Ladies and Gentlemen:

     Enclosed  herewith for filing under the Securities Act of 1933, as amended,
is the  Company's  Registration  Statement on Form S-8,  together  with exhibits
thereto (the "Registration Statement").  The Company has previously paid by wire
transfer the required filing fee of $2300.62 (Federal Wire Number 000040).

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

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

Very truly yours,

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

Enclosures
As filed with the Securities and Exchange Commission on October 23, 1997.

                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      SAFETY COMPONENTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   33-0596831
                     (I.R.S. Employer Identification Number)
                      
                             2160 North Central Road
                               Fort Lee, NJ 07024
               (Address of principal executive offices) (Zip Code)

                      SAFETY COMPONENTS INTERNATIONAL, INC.
                       1994 STOCK OPTION PLAN, AS AMENDED
                          AND A STOCK OPTION AGREEMENT
                            (Full title of the Plan)

                                Jeffrey J. Kaplan
                      Safety Components International, Inc.
                             2160 North Central Road
                               Fort Lee, NJ 07024
                                 (201) 592-0008
 (Name, address and telephone number, including area code, of agent for service)
                  
                                   Copies to:
                            Richard A. Goldberg, Esq.
                    Shereff, Friedman, Hoffman & Goodman, LLP
                                919 Third Avenue
                            New York, New York, 10022
                                 (212) 758-9500
CALCULATION OF REGISTRATION FEE
 
        
                                                      Proposed             Proposed
            Title of                                   Maximum              Maximum
           Securities             Amount to be      Offering Price         Aggregate              Amount of
        to be Registered          Registered(1)     Per Share(2)        Offering Price(2)     Registration Fee(3)
        ----------------         --------------     --------------      -----------------     -------------------
Common Stock,           650,000 shares     $14.88              $7,591,975.00         $2,300.62                
           par value
        $0.01 per share
(1)  Pursuant to Rule 416,  this  Registration  Statement  also covers such
additional  securities as may become issuable to prevent dilution resulting from
stock splits, stock dividends or similar transactions.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h), with options for 5,000 shares having been granted at an
exercise  price of $12.38  per share,  options  for 60,000  shares  having  been
granted at an exercise  price of $12.13 per share,  options  for 125,000  shares
having been granted at an exercise price of $11.50 per share, options for 20,000
shares having been granted at an exercise price of $10.75 per share, options for
50,000  shares  having  beengranted  at an  exercise  price of $10.00 per share,
options for 232,500  shares  having been granted at an exercise  price of $10.25
per share, options for 15,000 shares having been granted at an exercise price of
$9.75 per share and options for the remaining 142,500 shares on the basis of the
average of the high and low sales  prices of the  Registrant's  Common  Stock as
quoted on The Nasdaq National Market on October 20, 1997.

     (3) The  Registration  Fee has  been  calculated  pursuant  to Rule  457 as
follows:  5,000  multiplied  by one  thirty-third  of one percent of $12.38 (the
exercise price of such options),  60,000  multiplied by one  thirty-third of one
percent of $12.13 (the exercise  price of such options),  125,000  multiplied by
one  thirty-third of one percent of $11.50 (the exercise price of such options),
20,000  multiplied  by one  thirty-third  of one percent of $10.75 (the exercise
price of such options),  50,000 multiplied by one thirty-third of one percent of
$10.00  (the  exercise  price  of  such  options),  232,500  multiplied  by  one
thirty-third  of one percent of $10.25  (the  exercise  price of such  options),
15,000  multiplied  by one  thirty-third  of one percent of $9.75 (the  exercise
price of such options) and 142,500 multiplied by one thirty-third of one percent
of  $14.88,  the  average of the high and low sales  prices of the  Registrant's
Common Stock as quoted on The Nasdaq National Market on October 20, 1997.

                                       -2-
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Explanatory Note

     This  Registration  Statement  on Form S-8,  filed in  connection  with the
issuance   of   additional   shares  of  Common   Stock  of  Safety   Components
International, Inc., a Delaware corporation (the "Registrant"), under the Safety
Components International, Inc. 1994 Stock Option Plan, as amended, constitutes a
new registration  statement.  The contents of the Registration Statement on Form
S-8,  File No.  333-04709  (filed on May 29,  1996) are  incorporated  herein by
reference.

Item 8.  Exhibits

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

     4.1          Safety Components International, Inc. 1994 Stock Option Plan, 
                  as amended.

     4.2          Stock Option Agreement, dated as of July 1, 1997, by and
                  between Market Pathways Financial Relations Incorporated and 
                  Safety Components International, Inc.
                  
     5.1          Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

     23.1         Consents of Price Waterhouse LLP.

     23.2         Consent of BDO Deutsche Warentreuhand.

     23.3         Consents of Price Waterhouse GmbH.

     23.4         Consent of Arthur Andersen LLP.

     23.5         Consent of Coopers & Lybrand L.L.P.

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

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

                                       -3-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fort Lee,  State of New Jersey,  on this 23rd day of
October, 1997.

                                      SAFETY COMPONENTS INTERNATIONAL, INC.

                                      By:   /s/ Jeffrey J. Kaplan
                                            ---------------------        
                                            Jeffrey J. Kaplan
                                            Executive Vice President
                                            and Chief Financial Officer

                                       -4-
POWER OF ATTORNEY

     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  of the  undersigned  whose
signature  appears below constitutes and appoints Robert A. Zummo and Jeffrey J.
Kaplan,  and each of them (with full  power of each of them to act  alone),  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution for him and on his behalf, and in his name, place and stead,
in any and all  capacities  to  execute  and  sign  any  and all  amendments  or
post-effective  amendments to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents  (with full power of each of them to act alone) full power and  authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents  or any of them or  their  or his  substitute  or
substitutes,  may  lawfully  do or cause  to be done by  virtue  hereof  and the
Registrant hereby confers like authority on its behalf.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature                             Title                                              Date
/s/ Robert A. Zummo
-------------------                   Chairman of the Board, President                   October 23, 1997
Robert A. Zummo                       and Chief Executive Officer
                                      (Principal Executive Officer)

/s/ Jeffrey J. Kaplan
---------------------                 Director, Executive Vice President                 October 23, 1997
Jeffrey J. Kaplan                     and Chief Financial Officer.
                                      (Principal Financial Officer)

/s/ George D. Papadopoulos
--------------------------            Corporate Controller and Secretary                 October 23, 1997
George D. Papadopoulos                (Chief Accounting Officer)

                                      

/s/ Joseph J. DioGuardi
-----------------------
Joseph J. DioGuardi                   Director                                           October 23, 1997 

/s/ Francis X. Suozzi
---------------------                                     
Francis X. Suozzi                     Director                                           October 23, 1997  

-------------------                                     
Robert J. Torok                       Director                                           October 23, 1997
-5-
SAFETY COMPONENTS INTERNATIONAL, INC.

                                    FORM S-8
                             REGISTRATION STATEMENT

                                  EXHIBIT INDEX

 
Exhibit

4.1       Safety Components International, Inc. 1994 Stock Option Plan, as
          amended.

4.2       Stock Option Agreement, dated as of July 1, 1997, by and between
          Market Pathways Financial Relations Incorporated and Safety Components
          International, Inc.

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

23.1      Consents of Price Waterhouse LLP.

23.2      Consent of BDO Deutsche Warentreuhand.

23.3      Consents of Price Waterhouse GmbH.

23.4      Consent of Arthur Andersen LLP.

23.5      Consent of Coopers & Lybrand L.L.P.

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

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

                                       -6-