<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996
                                                   REGISTRATION NO. 33-_________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                            ------------------

                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                           NU-KOTE HOLDING, INC.
               (Exact name of issuer as specified in charter)

                DELAWARE                                16-1296153
     (State or other jurisdiction                      (IRS Employer
   of incorporation or organization)                Identification No.)

          17950 PRESTON ROAD
    SUITE 690, LB 21, DALLAS, TEXAS                        75252
(Address of principal executive offices)                 (Zip Code)

          NU-KOTE HOLDING, INC. DEFERRED STOCK COMPENSATION PLAN
                          (Full title of the plan)

                            ------------------

                            ANTHONY G. SCHMECK
                                SECRETARY
                            17950 PRESTON ROAD
                             SUITE 690, LB 21
                            DALLAS, TEXAS 75252
                   (Name and address of agent for service)
                              (214) 250-2785
         (Telephone number, including area code, of agent for service)

                            ------------------

                                 COPY TO:
                             ALAN JACOBS, ESQ.
                         MCGLINCHEY STAFFORD LANG
                  A PROFESSIONAL LIMITED LIABILITY COMPANY
                           2777 STEMMONS FREEWAY
                                SUITE 925
                           DALLAS, TEXAS 75207

                      CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                             PROPOSED   PROPOSED
                                              MAXIMUM    MAXIMUM
        TITLE OF                  AMOUNT     OFFERING   AGGREGATE   AMOUNT OF
     SECURITIES TO                TO BE      PRICE PER   OFFERING  REGISTRATION
     BE REGISTERED              REGISTERED     SHARE      PRICE        FEE
- -------------------------------------------------------------------------------
Class A Common Stock, 
$.01 par value(1)..............  75,000(2)   $810,750    $10.81      $280 (3)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

(1)  Each share includes a preferred share purchase right under the Rights
     Agreement, dated as of May 19, 1994, as amended.

(2)  Based upon the maximum number of shares estimated to be issued pursuant to
     elections made pursuant to the Nu-kote Holding, Inc. Deferred Stock
     Compensation Plan.

(3)  Computed pursuant to Rules 457(c) and 457(h) solely for the purpose of
     determining the registration fee, based upon the average of the high and
     low sales price of Nu-kote Holding, Inc. Class A Common Stock on September
     25, 1996, as quoted on the NASDAQ--National Market System.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

                                   PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     Incorporated by reference in this Registration Statement are the following
documents heretofore filed by Nu-kote Holding, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"):

     (a)  The Company's latest prospectus filed pursuant to Rule 424(b) under
          the Securities Act that contains audited financial statements for the
          Company's latest fiscal year for which such statements have been
          filed;

     (b)  All other reports filed by the Company pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act since the end of the fiscal year
          covered by the prospectus referred to in paragraph (a) above;

     (c)  The description of the Company's Class A Common Stock, par value $.01
          per share (the "Common Stock"), contained in a registration statement
          filed under the Exchange Act, and any amendment or report filed for
          the purpose of updating such description; and

     (d)  The description of the Company's Preferred Share Purchase Rights,
          contained in a registration statement filed under the Exchange Act,
          and any amendment or report filed for the purpose of updating such
          description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold or
that deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the dates of filing of such documents.

Item 4.   Description of Securities

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     Not applicable.



                                      -2-

<PAGE>

Item 6.   Indemnification of Directors and Officers

     The Company, as a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of his being or having been a director, officer,
employee or agent of the Company.  The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.  Article VI of the
Company's Bylaws provides for indemnification by the Company of its directors
and officers to the full extent permitted by the DGCL.  Pursuant to Section 145
of the DGCL, the Company has purchased insurance on behalf of its present and
former directors and officers against any liability asserted against or incurred
by them in such capacity or arising out of their status as such.

     Pursuant to specific authority granted by Section 102 of the DGCL, 
Article FIFTH of the Company's Amended and Restated Certificate of 
Incorporation contains the following provision regarding limitation of 
liability of directors:

          "(d) No director of the Corporation shall be liable to the Corporation
     or its stockholders for monetary damages for breach of his or her fiduciary
     duty as a director, provided that nothing contained in this Certificate of
     Incorporation shall eliminate or limit the liability of a director (i) for
     any breach of the director's duty of loyalty to the Corporation or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or knowing violation of the law, (iii) under Section
     174 of the General Corporation Law of the State of Delaware, or (iv) for
     any transaction from which the director derives an improper personal
     benefit."

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

Exhibit
  No.     Description of Exhibit
- -------   ----------------------
  4.1     Amended and Restated Certificate of Incorporation of Nu-kote Holding,
          Inc. ("Holding") (incorporated herein by reference to Exhibit 3(a) of
          Amendment No. 1, as filed with the Commission on August 24, 1992 
          ("Amendment No. 1") to Holding's Registration Statement on Form S-1 
          (File No. 33-481012), filed with the Commission on May 22, 1992 
          ("Holding's 1992 Form S-1")).


                                      -3-

<PAGE>

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

  4.2    Certificate of Amendment to Amended and Restated 
         Certificate of Incorporation, dated August 4, 1994 
         (incorporated herein by reference to Exhibit 3.1(a) of 
         Holding's Annual Report on Form 10-K for the year ended 
         March 31, 1995 (File No. 0-20287) ("Holding's 1995 Form 
         10-K")).
      
  4.3    Certificate of Designations of Holding, dated May 19, 1994 
         (incorporated herein by reference to Exhibit 3.1(b) of 
         Holding's 1995 Form 10-K).
      
  4.4    Certificate of Increase of Holding, dated February 10, 
         1995 (incorporated herein by reference to Exhibit 3.1(c) 
         of Holding's 1995 Form 10-K).
         
  4.5    Certificate of Amendment to Amended and Restated 
         Certificate of Incorporation, dated September 7, 1995 
         (incorporated herein by reference to Exhibit 4.5 of 
         Holding's Registration Statement on Form S-8 (File No. 
         33-97396), filed with the Commission on September 28, 
         1995).
         
  4.6    Bylaws of Holding (incorporated herein by reference to 
         Exhibit 3.2 of Holding's 1995 Form 10-K).

  4.7    Form of Stock Certificate for Class A Common Stock, par 
         value $.01 per share (incorporated herein by reference to 
         Exhibit 4(c) of Amendment No. 2 as filed with the 
         Commission on September 18, 1992 ("Amendment No. 2") to 
         Holding's 1992 Form S-1).
        
  4.8    Form of Stock Certificate for Class B Common Stock, par 
         value $.01 per share (incorporated herein by reference to 
         Exhibit 4(d) of Amendment No. 2 to Holding's 1992 Form 
         S-1).
        
  4.9    Rights Agreement, dated as of May 19, 1994, between 
         Holding and Chemical Bank (incorporated herein by 
         reference to Exhibit 1 to Holding's Form 8-A, as filed 
         with the Commission on May 20, 1994).
        
  4.10   Amendment No. 1 to Rights Agreement, dated as of November 
         15, 1994, between Holding and Chemical Bank (incorporated 
         herein by reference to Exhibit 2 of Holding's Form 8-A/A, 
         as filed with the Commission on February 24, 1995).
        
                                        -4-


<PAGE>

Exhibit
   No.   Description of Exhibit
- -------  ----------------------
  4.11   Registration Rights Agreement, dated as of February 24, 
         1995, between Holding, Pelikan Holding AG, Pelikan, Inc., 
         Caribonum, Limited., Pelikan GmbH and Pelikan International 
         Handelsgesellschaft mbH & Co, KG (Hanover) (incorporated 
         herein by reference to Exhibit E to Annex A of Holding's 
         Definitive Proxy Statement, as filed with the Commission on 
         February 10, 1995).

  5.1    Opinion of McGlinchey Stafford Lang, A Professional Limited Liability
         Company.

 23.1    Consent of McGlinchey Stafford Lang, A Professional Limited Liability
         Company (filed herewith as part of Exhibit 5.1 hereto).

 23.2    Consent of Coopers & Lybrand.

ITEM 9. UNDERTAKINGS

        (a)  RULE 415 OFFERING.  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, each such post-effective amendment shall be 
        deemed to be a new registration statement relating to the 
        securities offered therein, and the offering of such securities 
        at that time shall be deemed to be the initial bona fide offering 
        thereof.
        
             (3) To remove from registration by means of a post-effective 
        amendment any of the securities being registered which remain 
        unsold at the termination of the offering.
        
        (b)  SUBSEQUENT EXCHANGE ACT DOCUMENTS.  The undersigned Registrant 
hereby undertakes that, for purposes of determining any liability under the 
Securities Act, each filing of the Registrant's annual report pursuant to 
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, 
each filing of an employee benefit plan's annual report pursuant to Section 
15(d) of the Exchange Act) 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.

                                       -5-
<PAGE>

     (c)  INDEMNIFICATION.  Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.






















                                       -6- 
<PAGE>


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on September 30, 1996.


                                       NU-KOTE HOLDING, INC.


                                       By: /s/ DAVID F. BRIGANTE
                                           ------------------------------------
                                           David F. Brigante
                                           Chairman of the Board
                                           and Chief Executive Officer



                                       By: /s/ ANTHONY G. SCHMECK
                                           ------------------------------------
                                           Anthony G. Schmeck
                                           Senior Vice President-Finance
                                           Corporate Controller and Secretary


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


         SIGNATURES                  TITLE                     DATE
         ----------                  -----                     ----
 /s/ THEODORE BARRY
- --------------------------   Director                      September 30, 1996
     Theodore Barry


- --------------------------   Director                      September   , 1996
     Donald A. Bolke
 
 /s/ DAVID F. BRIGANTE       Chairman of the Board         September 30, 1996
- --------------------------   and Chief Executive
     David F. Brigante       Officer 





                                    S-1


<PAGE>

         SIGNATURES                  TITLE                     DATE
         ----------                  -----                     ----

 /s/ RICHARD C. DRESDALE     Director                      September 30, 1996
- --------------------------
     Richard C. Dresdale
 

- --------------------------   Director                      September   , 1996
     Brian D. Finn           
 
 /s/ HUBBARD C. HOWE
- --------------------------   Director                      September 30, 1996
     Hubbard C. Howe         
 
 /s/ DANIEL M. KERRANE       Director, Executive           September 30, 1996
- --------------------------   Vice President and 
     Daniel M. Kerrane       Chief Financial Officer

 /s/ JOHN P. ROCHON          Director                      September 30, 1996
- --------------------------
     John P. Rochon




                                    S-2


<PAGE>

                               INDEX TO EXHIBITS
                                                                    SEQUENTIAL
EXHIBIT NO.            DESCRIPTION OF EXHIBIT                       PAGE NUMBER
- -----------            ----------------------                       -----------
    4.1        Amended and Restated Certificate of Incorporation
               of Nu-kote Holding, Inc. ("Holding") (incorporated 
               herein by reference to Exhibit 3(a) of Amendment 
               No. 1, as filed with the Commission on August 24, 
               1992 ("Amendment No. 1") to Holding's Registration 
               Statement on Form S-1 (File No. 33-481012), filed 
               with the Commission on May 22, 1992 ("Holding's 
               1992 Form S-1")).

    4.2        Certificate of Amendment to Amended and Restated 
               Certificate of Incorporation, dated August 4, 1994 
               (incorporated herein by reference to Exhibit 3.1(a)
               of Holding's Annual Report on Form 10-K for the 
               year ended March 31, 1995 (File No. 0-20287) 
               ("Holding's 1995 Form 10-K")).

    4.3        Certificate of Designations of Holding, dated 
               May 19, 1994 (incorporated herein by reference to 
               Exhibit  3.1(b) of Holding's 1995 Form 10-K).

    4.4        Certificate of Increase of Holding, dated 
               February 10, 1995 (incorporated herein by reference 
               to Exhibit  3.1(c) of Holding's 1995 Form 10-K).

    4.5        Certificate of Amendment to Amended and Restated 
               Certificate of Incorporation, dated September 7,
               1995 (incorporated herein by reference to 
               Exhibit 4.5 of Holding's Registration Statement on
               Form S-8 (File No. 33-97396), filed with the 
               Commission on September 28, 1995).




                                    (i)


<PAGE>

                                                                    SEQUENTIAL
EXHIBIT NO.            DESCRIPTION OF EXHIBIT                       PAGE NUMBER
- -----------            ----------------------                       -----------

    4.6        Bylaws of Holding (incorporated herein by 
               reference to Exhibit 3.2 of Holding's 1995 
               Form 10-K).

    4.7        Form of Stock Certificate for Class A Common 
               Stock, par value $.01 per share (incorporated 
               herein by reference to Exhibit 4(c) of Amendment 
               No. 2 as filed with the Commission on September 18,
               1992 ("Amendment No. 2") to Holding's 1992 
               Form S-1).

    4.8        Form of Stock Certificate for Class B Common 
               Stock, par value $.01 per share (incorporated 
               herein by reference to Exhibit 4(d) of Amendment 
               No. 2 to Holding's 1992 Form S-1).

    4.9        Rights Agreement, dated as of May 19, 1994, 
               between Holding and Chemical Bank (incorporated
               herein by reference to Exhibit 1 to Holding's 
               Form 8-A, as filed with the Commission on 
               May 20, 1994).

    4.10       Amendment No. 1 to Rights Agreement, dated as of 
               November 15, 1994, between Holding and Chemical 
               Bank (incorporated herein by reference to Exhibit 2
               of Holding's Form 8-A/A, as filed with the 
               Commission on February 24, 1995).



                                   (ii)


<PAGE>

                                                                    SEQUENTIAL
EXHIBIT NO.            DESCRIPTION OF EXHIBIT                       PAGE NUMBER
- -----------            ----------------------                       -----------

    4.11       Registration Rights Agreement, dated as of 
               February 24, 1995, between Holding, Pelikan 
               Holding AG, Pelikan, Inc., Caribonum, Limited.,
               Pelikan GmbH and Pelikan International 
               Handelsgesellschaft mbH & Co, KG (Hanover)
               (incorporated herein by reference to Exhibit E to
               Annex A of Holding's Definitive Proxy Statement, 
               as filed with the Commission on February 10, 1995).

    5.1        Opinion of McGlinchey Stafford Lang, A Professional
               Limited Liability Company.

    23.1       Consent of McGlinchey Stafford Lang, A Professional
               Limited Liability Company (filed herewith as part 
               of Exhibit 5.1 hereto).

    23.2       Consent of Coopers & Lybrand.



                                  (iii)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22492}]
{"company-data": {"conformed-name": "NU KOTE HOLDING INC /DE/", "cik": "0000812423", "assigned-sic": "3950", "irs-number": "161296153", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13093", "film-number": "96637338"}, "business-address": {"street1": "17950 PRESTON RD STE 690", "city": "DALLAS", "state": "TX", "zip": "75252", "phone": "2142502785"}, "mail-address": {"street1": "17950 PRESTON ROAD SUITE 690", "city": "DALLAS", "state": "TX", "zip": "75252"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996
                                                   REGISTRATION NO. 33-_________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                            ------------------

                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           NU-KOTE HOLDING, INC.
               (Exact name of issuer as specified in charter)

                DELAWARE                                16-1296153
     (State or other jurisdiction                      (IRS Employer
   of incorporation or organization)                Identification No.)

          17950 PRESTON ROAD
    SUITE 690, LB 21, DALLAS, TEXAS                        75252
(Address of principal executive offices)                 (Zip Code)

          NU-KOTE HOLDING, INC. DEFERRED STOCK COMPENSATION PLAN
                          (Full title of the plan)

                            ------------------

                            ANTHONY G. SCHMECK
                                SECRETARY
                            17950 PRESTON ROAD
                             SUITE 690, LB 21
                            DALLAS, TEXAS 75252
                   (Name and address of agent for service)
                              (214) 250-2785
         (Telephone number, including area code, of agent for service)

                            ------------------

                                 COPY TO:
                             ALAN JACOBS, ESQ.
                         MCGLINCHEY STAFFORD LANG
                  A PROFESSIONAL LIMITED LIABILITY COMPANY
                           2777 STEMMONS FREEWAY
                                SUITE 925
                           DALLAS, TEXAS 75207

                      CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                             PROPOSED   PROPOSED
                                              MAXIMUM    MAXIMUM
        TITLE OF                  AMOUNT     OFFERING   AGGREGATE   AMOUNT OF
     SECURITIES TO                TO BE      PRICE PER   OFFERING  REGISTRATION
     BE REGISTERED              REGISTERED     SHARE      PRICE        FEE
- -------------------------------------------------------------------------------
Class A Common Stock, 
$.01 par value(1)..............  75,000(2)   $810,750    $10.81      $280 (3)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

(1)  Each share includes a preferred share purchase right under the Rights
     Agreement, dated as of May 19, 1994, as amended.

(2)  Based upon the maximum number of shares estimated to be issued pursuant to
     elections made pursuant to the Nu-kote Holding, Inc. Deferred Stock
     Compensation Plan.

(3)  Computed pursuant to Rules 457(c) and 457(h) solely for the purpose of
     determining the registration fee, based upon the average of the high and
     low sales price of Nu-kote Holding, Inc. Class A Common Stock on September
     25, 1996, as quoted on the NASDAQ--National Market System.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     Incorporated by reference in this Registration Statement are the following
documents heretofore filed by Nu-kote Holding, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"):

     (a)  The Company's latest prospectus filed pursuant to Rule 424(b) under
          the Securities Act that contains audited financial statements for the
          Company's latest fiscal year for which such statements have been
          filed;

     (b)  All other reports filed by the Company pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act since the end of the fiscal year
          covered by the prospectus referred to in paragraph (a) above;

     (c)  The description of the Company's Class A Common Stock, par value $.01
          per share (the "Common Stock"), contained in a registration statement
          filed under the Exchange Act, and any amendment or report filed for
          the purpose of updating such description; and

     (d)  The description of the Company's Preferred Share Purchase Rights,
          contained in a registration statement filed under the Exchange Act,
          and any amendment or report filed for the purpose of updating such
          description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold or
that deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the dates of filing of such documents.

Item 4.   Description of Securities

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     Not applicable.

                                      -2-
Item 6.   Indemnification of Directors and Officers

     The Company, as a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of his being or having been a director, officer,
employee or agent of the Company.  The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.  Article VI of the
Company's Bylaws provides for indemnification by the Company of its directors
and officers to the full extent permitted by the DGCL.  Pursuant to Section 145
of the DGCL, the Company has purchased insurance on behalf of its present and
former directors and officers against any liability asserted against or incurred
by them in such capacity or arising out of their status as such.

     Pursuant to specific authority granted by Section 102 of the DGCL, 
Article FIFTH of the Company's Amended and Restated Certificate of 
Incorporation contains the following provision regarding limitation of 
liability of directors:

          "(d) No director of the Corporation shall be liable to the Corporation
     or its stockholders for monetary damages for breach of his or her fiduciary
     duty as a director, provided that nothing contained in this Certificate of
     Incorporation shall eliminate or limit the liability of a director (i) for
     any breach of the director's duty of loyalty to the Corporation or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or knowing violation of the law, (iii) under Section
     174 of the General Corporation Law of the State of Delaware, or (iv) for
     any transaction from which the director derives an improper personal
     benefit."

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

Exhibit
  No.     Description of Exhibit
- -------   ----------------------
  4.1     Amended and Restated Certificate of Incorporation of Nu-kote Holding,
          Inc. ("Holding") (incorporated herein by reference to Exhibit 3(a) of
          Amendment No. 1, as filed with the Commission on August 24, 1992 
          ("Amendment No. 1") to Holding's Registration Statement on Form S-1 
          (File No. 33-481012), filed with the Commission on May 22, 1992 
          ("Holding's 1992 Form S-1")).

                                      -3-
Exhibit
   No.   Description of Exhibit
- -------  ----------------------

  4.2    Certificate of Amendment to Amended and Restated 
         Certificate of Incorporation, dated August 4, 1994 
         (incorporated herein by reference to Exhibit 3.1(a) of 
         Holding's Annual Report on Form 10-K for the year ended 
         March 31, 1995 (File No. 0-20287) ("Holding's 1995 Form 
         10-K")).
      
  4.3    Certificate of Designations of Holding, dated May 19, 1994 
         (incorporated herein by reference to Exhibit 3.1(b) of 
         Holding's 1995 Form 10-K).
      
  4.4    Certificate of Increase of Holding, dated February 10, 
         1995 (incorporated herein by reference to Exhibit 3.1(c) 
         of Holding's 1995 Form 10-K).
         
  4.5    Certificate of Amendment to Amended and Restated 
         Certificate of Incorporation, dated September 7, 1995 
         (incorporated herein by reference to Exhibit 4.5 of 
         Holding's Registration Statement on Form S-8 (File No. 
         33-97396), filed with the Commission on September 28, 
         1995).
         
  4.6    Bylaws of Holding (incorporated herein by reference to 
         Exhibit 3.2 of Holding's 1995 Form 10-K).

  4.7    Form of Stock Certificate for Class A Common Stock, par 
         value $.01 per share (incorporated herein by reference to 
         Exhibit 4(c) of Amendment No. 2 as filed with the 
         Commission on September 18, 1992 ("Amendment No. 2") to 
         Holding's 1992 Form S-1).
        
  4.8    Form of Stock Certificate for Class B Common Stock, par 
         value $.01 per share (incorporated herein by reference to 
         Exhibit 4(d) of Amendment No. 2 to Holding's 1992 Form 
         S-1).
        
  4.9    Rights Agreement, dated as of May 19, 1994, between 
         Holding and Chemical Bank (incorporated herein by 
         reference to Exhibit 1 to Holding's Form 8-A, as filed 
         with the Commission on May 20, 1994).
        
  4.10   Amendment No. 1 to Rights Agreement, dated as of November 
         15, 1994, between Holding and Chemical Bank (incorporated 
         herein by reference to Exhibit 2 of Holding's Form 8-A/A, 
         as filed with the Commission on February 24, 1995).
        
                                        -4-
Exhibit
   No.   Description of Exhibit
- -------  ----------------------
  4.11   Registration Rights Agreement, dated as of February 24, 
         1995, between Holding, Pelikan Holding AG, Pelikan, Inc., 
         Caribonum, Limited., Pelikan GmbH and Pelikan International 
         Handelsgesellschaft mbH & Co, KG (Hanover) (incorporated 
         herein by reference to Exhibit E to Annex A of Holding's 
         Definitive Proxy Statement, as filed with the Commission on 
         February 10, 1995).

  5.1    Opinion of McGlinchey Stafford Lang, A Professional Limited Liability
         Company.

 23.1    Consent of McGlinchey Stafford Lang, A Professional Limited Liability
         Company (filed herewith as part of Exhibit 5.1 hereto).

 23.2    Consent of Coopers & Lybrand.

ITEM 9. UNDERTAKINGS

        (a)  RULE 415 OFFERING.  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, each such post-effective amendment shall be 
        deemed to be a new registration statement relating to the 
        securities offered therein, and the offering of such securities 
        at that time shall be deemed to be the initial bona fide offering 
        thereof.
        
             (3) To remove from registration by means of a post-effective 
        amendment any of the securities being registered which remain 
        unsold at the termination of the offering.
        
        (b)  SUBSEQUENT EXCHANGE ACT DOCUMENTS.  The undersigned Registrant 
hereby undertakes that, for purposes of determining any liability under the 
Securities Act, each filing of the Registrant's annual report pursuant to 
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, 
each filing of an employee benefit plan's annual report pursuant to Section 
15(d) of the Exchange Act) 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.

                                       -5-
(c)  INDEMNIFICATION.  Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.

                                       -6-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on September 30, 1996.

                                       NU-KOTE HOLDING, INC.

                                       By: /s/ DAVID F. BRIGANTE
                                           ------------------------------------
                                           David F. Brigante
                                           Chairman of the Board
                                           and Chief Executive Officer

                                       By: /s/ ANTHONY G. SCHMECK
                                           ------------------------------------
                                           Anthony G. Schmeck
                                           Senior Vice President-Finance
                                           Corporate Controller and Secretary

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

         SIGNATURES                  TITLE                     DATE
         ----------                  -----                     ----
 /s/ THEODORE BARRY
- --------------------------   Director                      September 30, 1996
     Theodore Barry

- --------------------------   Director                      September   , 1996
     Donald A. Bolke
 
 /s/ DAVID F. BRIGANTE       Chairman of the Board         September 30, 1996
- --------------------------   and Chief Executive
     David F. Brigante       Officer 

                                    S-1
SIGNATURES                  TITLE                     DATE
         ----------                  -----                     ----

 /s/ RICHARD C. DRESDALE     Director                      September 30, 1996
- --------------------------
     Richard C. Dresdale
 

- --------------------------   Director                      September   , 1996
     Brian D. Finn           
 
 /s/ HUBBARD C. HOWE
- --------------------------   Director                      September 30, 1996
     Hubbard C. Howe         
 
 /s/ DANIEL M. KERRANE       Director, Executive           September 30, 1996
- --------------------------   Vice President and 
     Daniel M. Kerrane       Chief Financial Officer

 /s/ JOHN P. ROCHON          Director                      September 30, 1996
- --------------------------
     John P. Rochon

                                    S-2
INDEX TO EXHIBITS
                                                                    SEQUENTIAL
EXHIBIT NO.            DESCRIPTION OF EXHIBIT                       PAGE NUMBER
- -----------            ----------------------                       -----------
    4.1        Amended and Restated Certificate of Incorporation
               of Nu-kote Holding, Inc. ("Holding") (incorporated 
               herein by reference to Exhibit 3(a) of Amendment 
               No. 1, as filed with the Commission on August 24, 
               1992 ("Amendment No. 1") to Holding's Registration 
               Statement on Form S-1 (File No. 33-481012), filed 
               with the Commission on May 22, 1992 ("Holding's 
               1992 Form S-1")).

    4.2        Certificate of Amendment to Amended and Restated 
               Certificate of Incorporation, dated August 4, 1994 
               (incorporated herein by reference to Exhibit 3.1(a)
               of Holding's Annual Report on Form 10-K for the 
               year ended March 31, 1995 (File No. 0-20287) 
               ("Holding's 1995 Form 10-K")).

    4.3        Certificate of Designations of Holding, dated 
               May 19, 1994 (incorporated herein by reference to 
               Exhibit  3.1(b) of Holding's 1995 Form 10-K).

    4.4        Certificate of Increase of Holding, dated 
               February 10, 1995 (incorporated herein by reference 
               to Exhibit  3.1(c) of Holding's 1995 Form 10-K).

    4.5        Certificate of Amendment to Amended and Restated 
               Certificate of Incorporation, dated September 7,
               1995 (incorporated herein by reference to 
               Exhibit 4.5 of Holding's Registration Statement on
               Form S-8 (File No. 33-97396), filed with the 
               Commission on September 28, 1995).

                                    (i)
SEQUENTIAL
EXHIBIT NO.            DESCRIPTION OF EXHIBIT                       PAGE NUMBER
- -----------            ----------------------                       -----------

    4.6        Bylaws of Holding (incorporated herein by 
               reference to Exhibit 3.2 of Holding's 1995 
               Form 10-K).

    4.7        Form of Stock Certificate for Class A Common 
               Stock, par value $.01 per share (incorporated 
               herein by reference to Exhibit 4(c) of Amendment 
               No. 2 as filed with the Commission on September 18,
               1992 ("Amendment No. 2") to Holding's 1992 
               Form S-1).

    4.8        Form of Stock Certificate for Class B Common 
               Stock, par value $.01 per share (incorporated 
               herein by reference to Exhibit 4(d) of Amendment 
               No. 2 to Holding's 1992 Form S-1).

    4.9        Rights Agreement, dated as of May 19, 1994, 
               between Holding and Chemical Bank (incorporated
               herein by reference to Exhibit 1 to Holding's 
               Form 8-A, as filed with the Commission on 
               May 20, 1994).

    4.10       Amendment No. 1 to Rights Agreement, dated as of 
               November 15, 1994, between Holding and Chemical 
               Bank (incorporated herein by reference to Exhibit 2
               of Holding's Form 8-A/A, as filed with the 
               Commission on February 24, 1995).

                                   (ii)
SEQUENTIAL
EXHIBIT NO.            DESCRIPTION OF EXHIBIT                       PAGE NUMBER
- -----------            ----------------------                       -----------

    4.11       Registration Rights Agreement, dated as of 
               February 24, 1995, between Holding, Pelikan 
               Holding AG, Pelikan, Inc., Caribonum, Limited.,
               Pelikan GmbH and Pelikan International 
               Handelsgesellschaft mbH & Co, KG (Hanover)
               (incorporated herein by reference to Exhibit E to
               Annex A of Holding's Definitive Proxy Statement, 
               as filed with the Commission on February 10, 1995).

    5.1        Opinion of McGlinchey Stafford Lang, A Professional
               Limited Liability Company.

    23.1       Consent of McGlinchey Stafford Lang, A Professional
               Limited Liability Company (filed herewith as part 
               of Exhibit 5.1 hereto).

    23.2       Consent of Coopers & Lybrand.

                                  (iii)