<PAGE>

    As filed with the Securities and Exchange Commission on December 6, 1995
                                                  Registration No. 33-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       ----------------------------------
                             DEL LABORATORIES, INC.
             (Exact name of Registrant as specified in its charter)

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

              DELAWARE                                  13-1953103
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

565 BROAD HOLLOW ROAD, FARMINGDALE, NEW YORK               11735
(Address of Principal Executive Offices)                (Zip Code)

                     DEL LABORATORIES, INC. 1994 STOCK PLAN
                            (Full title of the plan)

                                 DAN K. WASSONG
                        CHAIRMAN OF THE BOARD, PRESIDENT
                           AND CHIEF EXECUTIVE OFFICER
                             DEL LABORATORIES, INC.
                              565 BROAD HOLLOW ROAD
                           FARMINGDALE, NEW YORK 11735
                     (Name and address of agent for service)

                                 (516) 293-7070
          (Telephone number, including area code, of agent for service)

                                    COPY TO:
                             Robert H. Haines, Esq.
                        Zimet, Haines, Friedman & Kaplan
                                 460 Park Avenue
                            New York, New York 10022
                                 (212) 486-1700

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM          PROPOSED MAXIMUM
    TITLE OF SECURITIES TO BE     AMOUNT TO BE          OFFERING             AGGREGATE OFFERING          AMOUNT OF
           REGISTERED              REGISTERED       PRICE PER UNIT(1)             PRICE               REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
 <S>                            <C>                 <C>                      <C>                      <C>
 Common Stock, par value        504,950 shares             $19.27                     $9,730,387         $ 3,356
      $1.00 per share
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  The Proposed Maximum Offering Price per Share was estimated pursuant to
     Rule 457(h) under the Securities Act of 1933, as amended.  With respect to
     316,977 shares of Common Stock subject to outstanding options to purchase
     Common Stock under the Registrant's 1994 Stock Plan, the Proposed Maximum
     Offering Price per Share was estimated by reference to the exercise price
     of such options.  The weighted average exercise price per share of the
     316,977 shares subject to outstanding options is $19.13.  With respect to
     187,973 shares of Common Stock issuable pursuant to options available for
     future grant under the 1994 Stock Plan, the estimated Proposed Maximum
     Offering Price per Share was estimated by reference to the average of the
     high and low prices of the Registrant's Common Stock reported on the
     American Stock Exchange on November 29, 1995, which average was $19.50.
     The number referenced above represents a weighted average of the foregoing
     estimates.

<PAGE>

                                EXPLANATORY NOTE


     This Registration Statement relates to 504,950 shares of common stock, par
value $1.00 per share ("Common Stock"), of Del Laboratories, Inc. (the
"Registrant"), authorized for issuance under the Registrant's 1994 Stock Plan
(the "1994 Plan").  These include 362,850 shares originally authorized for
issuance under the 1994 Plan as approved and adopted by the Registrant's
stockholders on May 26, 1994 (as adjusted for a 4-for-3 stock split in June 1994
and for a 2-for-1 stock split in June 1995) and 142,100 additional shares that,
pursuant to the terms of the 1994 Plan, have become available for grant
thereunder as a result of termination of stock options previously granted under
other stock option plans of the Registrant and delivery of shares in payment of
the exercise price of previously outstanding options and tax liability arising
therefrom.


                                       -2-

<PAGE>

                                     PART II


Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;

          (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995;

          (c)  All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994; and

          (d)  The description of the Registrant's Common Stock, par value $1.00
per share, contained in the Registrant's Registration Statement on Form 8C dated
August 11, 1967, as amended by Amendment No. 1 on Form 8 dated June 30, 1980,
filed pursuant to Section 12 of the Exchange Act.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 a part
hereof from the date of filing of such documents.


Item 4.  DESCRIPTION OF SECURITIES

               Not applicable.


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               The legality of the securities being offered hereunder has been
passed upon by the law firm of Zimet, Haines, Friedman & Kaplan.  Robert H.
Haines, a member of such firm, is a director of the Registrant.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 145 of the General Corporation Law of Delaware grants
each corporation organized thereunder the power to indemnify its officers,
directors, employees and agents on certain conditions against liabilities
arising out of any action or proceeding to which any of them is a party by
reason of being such officer, director, employee or agent.  Section 102(b)(7) of
the Delaware General Corporation Law permits a Delaware corporation, with the
approval of its stockholders, to include within its certificate of incorporation
a provision eliminating or limiting the personal liability of its directors to
that corporation or its stockholders for monetary damages resulting from certain
breaches of the directors' fiduciary duty of care, both in suits by or on behalf
of the corporation and in actions by stockholders of the corporation.

                                       -3-

<PAGE>

               The Registrant's certificate of incorporation, as amended (the
"Certificate of Incorporation"), includes an Article which allows the Registrant
to take advantage of Section 102(b)(7) of the Delaware General Corporation Law.
The Certificate of Incorporation also provides for the indemnification, to the
fullest extent permitted by the Delaware General Corporation Law, of directors
and officers of the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with actions,
suits or proceedings, whether civil, criminal, administrative or investigative,
in which such person may become involved by reason of the fact that he or she is
or was serving as a director or officer of the Registrant.  The Certificate of
Incorporation also provides that the Registrant may indemnify, in the same
manner, any of its employees or agents or any person who is serving at the
request of the Registrant as a director, officer, employee or agent of another
entity.

               The Registrant's By-laws contain provisions concerning the
indemnification of officers and directors which are substantially identical to
those contained in the Certificate of Incorporation.

               The Registrant maintains liability insurance covering its
directors, officers, employees and agents with respect to certain liabilities,
not including liabilities under the Securities Act of 1933, as amended, which
they may incur in connection with their serving as such directors, officers,
employees or agents.



Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.


Item 8.  EXHIBITS

   EXHIBIT                              DESCRIPTION
   -------                              -----------

    4.1           1994 Stock Plan, filed as Annex A to the Registrant's proxy
                  statement dated April 25, 1994, filed with the Commission on
                  such date, which Annex is incorporated herein by reference.

    4.2           Form of Non-Incentive Stock Option Agreement under the 1994
                  Stock Plan, filed herewith.

    4.3(a)        Certificate of Incorporation of the Registrant as filed
                  October 25, 1961 and as amended May 9, 1963, April 18, 1966,
                  May 23, 1972, July 22, 1977, July 3, 1984, July 18, 1985 and
                  June 22, 1987, filed as Exhibit 1 to the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1993, which Exhibit is incorporated herein by reference.

    4.3(b)        Certificate of Amendment of the Certificate of Incorporation
                  of the Registrant, as filed May 27, 1994, filed as Exhibit 1
                  to the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1994, which Exhibit is incorporated
                  herein by reference.

    4.3(c)        Certificate of Amendment of the Certificate of Incorporation
                  of the Registrant, as filed on June 1, 1995, filed as Exhibit
                  1 to the Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1995, which Exhibit is incorporated
                  herein by reference.

    4.5           By-laws of the Registrant, as amended, filed as Exhibit 2 to
                  the Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1995, which Exhibit is incorporated
                  herein by reference.

                                       -4-

<PAGE>

   EXHIBIT                               DESCRIPTION
   -------                               -----------

    5.1           Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.

    15            Not Applicable.

    23.1          Consent of KPMG Peat Marwick LLP, filed herewith.

    23.2          Consent of counsel, contained in the opinion filed as Exhibit
                  5.1 hereto.

    24.1          Power of Attorney (see page 7 of this Registration
                  Statement).



Item 9.        UNDERTAKINGS


    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:

               (i)     To include any prospectus required by Section 10(a)(3)
                       of the Securities Act of 1933, as amended (the
                       "Securities Act");

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

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

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

                                       -5-

<PAGE>

     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.


     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 persons 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, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Farmingdale, State of New York, on this 5th day of
December, 1995.



                                        DEL LABORATORIES, INC.



                                        By:  /S/ Dan K. Wassong
                                            ----------------------------------
                                             Dan K. Wassong
                                             Chairman of the Board, President
                                             and Chief Executive Officer



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Dan K. Wassong and Melvyn C.
Goldstein, 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 all 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.


                                 Chairman of the Board,
  /s/ Dan K. Wassong             President and Chief
- -----------------------------    Executive Officer
 Dan K. Wassong                  (Principal Executive       December 5, 1995
                                 Officer)

  /s/ Melvyn C. Goldstein        Vice President - Finance
- -----------------------------    (Principal Financial and   December 5, 1995
 Melvyn C. Goldstein             Accounting Officer)


                                       -7-

<PAGE>


  /s/ Martin E. Revson
- ----------------------------     Director                   December 5, 1995
 Martin E. Revson


  /s/ Robert H. Haines
- ----------------------------     Director                   December 5, 1995
  Robert H. Haines


  /s/ Charles J. Hinkaty
- ----------------------------     Director                   December 5, 1995
 Charles J. Hinkaty


  /s/ Robert A. Kavesh
- ----------------------------     Director                   December 5, 1995
 Robert A. Kavesh

  /s/ Steven Kotler
- ----------------------------     Director                   December 5, 1995
 Steven Kotler

  /s/ Marcella Maxwell
- ----------------------------     Director                   December 5, 1995
 Marcella Maxwell


                                       -8-

<PAGE>

                                  EXHIBIT INDEX

   Exhibit                            Description
   -------                            -----------

    4.2       Form of Non-Incentive Stock Option Agreement under the 1994 Stock
              Plan, filed herewith.

    5.1       Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.

   23.1       Consent of KPMG Peat Marwick LLP, filed herewith.

   23.2       Consent of counsel, contained in the opinion filed as Exhibit 5.1
              hereto.

   24.1       Power of Attorney (see page 7 of this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20368}]
{"company-data": {"conformed-name": "DEL LABORATORIES INC", "cik": "0000027751", "assigned-sic": "2844", "irs-number": "131953103", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64777", "film-number": "95599573"}, "business-address": {"street1": "565 BROADHOLLOW RD", "city": "FARMINGDALE", "state": "NY", "zip": "11735", "phone": "5162937070"}, "mail-address": {"street1": "565 BROAD HOLLOW ROAD", "city": "FARMINGDALE", "state": "NY", "zip": "11735"}, "former-company": {"former-conformed-name": "MARADEL PRODUCTS INC", "date-changed": "19670706"}}
As filed with the Securities and Exchange Commission on December 6, 1995
                                                  Registration No. 33-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       ----------------------------------
                             DEL LABORATORIES, INC.
             (Exact name of Registrant as specified in its charter)

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

              DELAWARE                                  13-1953103
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

565 BROAD HOLLOW ROAD, FARMINGDALE, NEW YORK               11735
(Address of Principal Executive Offices)                (Zip Code)

                     DEL LABORATORIES, INC. 1994 STOCK PLAN
                            (Full title of the plan)

                                 DAN K. WASSONG
                        CHAIRMAN OF THE BOARD, PRESIDENT
                           AND CHIEF EXECUTIVE OFFICER
                             DEL LABORATORIES, INC.
                              565 BROAD HOLLOW ROAD
                           FARMINGDALE, NEW YORK 11735
                     (Name and address of agent for service)

                                 (516) 293-7070
          (Telephone number, including area code, of agent for service)

                                    COPY TO:
                             Robert H. Haines, Esq.
                        Zimet, Haines, Friedman & Kaplan
                                 460 Park Avenue
                            New York, New York 10022
                                 (212) 486-1700

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

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM          PROPOSED MAXIMUM
    TITLE OF SECURITIES TO BE     AMOUNT TO BE          OFFERING             AGGREGATE OFFERING          AMOUNT OF
           REGISTERED              REGISTERED       PRICE PER UNIT(1)             PRICE               REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, par value        504,950 shares             $19.27                     $9,730,387         $ 3,356
      $1.00 per share
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
(1)  The Proposed Maximum Offering Price per Share was estimated pursuant to
     Rule 457(h) under the Securities Act of 1933, as amended.  With respect to
     316,977 shares of Common Stock subject to outstanding options to purchase
     Common Stock under the Registrant's 1994 Stock Plan, the Proposed Maximum
     Offering Price per Share was estimated by reference to the exercise price
     of such options.  The weighted average exercise price per share of the
     316,977 shares subject to outstanding options is $19.13.  With respect to
     187,973 shares of Common Stock issuable pursuant to options available for
     future grant under the 1994 Stock Plan, the estimated Proposed Maximum
     Offering Price per Share was estimated by reference to the average of the
     high and low prices of the Registrant's Common Stock reported on the
     American Stock Exchange on November 29, 1995, which average was $19.50.
     The number referenced above represents a weighted average of the foregoing
     estimates.
EXPLANATORY NOTE

     This Registration Statement relates to 504,950 shares of common stock, par
value $1.00 per share ("Common Stock"), of Del Laboratories, Inc. (the
"Registrant"), authorized for issuance under the Registrant's 1994 Stock Plan
(the "1994 Plan").  These include 362,850 shares originally authorized for
issuance under the 1994 Plan as approved and adopted by the Registrant's
stockholders on May 26, 1994 (as adjusted for a 4-for-3 stock split in June 1994
and for a 2-for-1 stock split in June 1995) and 142,100 additional shares that,
pursuant to the terms of the 1994 Plan, have become available for grant
thereunder as a result of termination of stock options previously granted under
other stock option plans of the Registrant and delivery of shares in payment of
the exercise price of previously outstanding options and tax liability arising
therefrom.

                                       -2-
PART II

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;

          (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995;

          (c)  All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994; and

          (d)  The description of the Registrant's Common Stock, par value $1.00
per share, contained in the Registrant's Registration Statement on Form 8C dated
August 11, 1967, as amended by Amendment No. 1 on Form 8 dated June 30, 1980,
filed pursuant to Section 12 of the Exchange Act.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 a part
hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

               Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               The legality of the securities being offered hereunder has been
passed upon by the law firm of Zimet, Haines, Friedman & Kaplan.  Robert H.
Haines, a member of such firm, is a director of the Registrant.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 145 of the General Corporation Law of Delaware grants
each corporation organized thereunder the power to indemnify its officers,
directors, employees and agents on certain conditions against liabilities
arising out of any action or proceeding to which any of them is a party by
reason of being such officer, director, employee or agent.  Section 102(b)(7) of
the Delaware General Corporation Law permits a Delaware corporation, with the
approval of its stockholders, to include within its certificate of incorporation
a provision eliminating or limiting the personal liability of its directors to
that corporation or its stockholders for monetary damages resulting from certain
breaches of the directors' fiduciary duty of care, both in suits by or on behalf
of the corporation and in actions by stockholders of the corporation.

                                       -3-
The Registrant's certificate of incorporation, as amended (the
"Certificate of Incorporation"), includes an Article which allows the Registrant
to take advantage of Section 102(b)(7) of the Delaware General Corporation Law.
The Certificate of Incorporation also provides for the indemnification, to the
fullest extent permitted by the Delaware General Corporation Law, of directors
and officers of the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with actions,
suits or proceedings, whether civil, criminal, administrative or investigative,
in which such person may become involved by reason of the fact that he or she is
or was serving as a director or officer of the Registrant.  The Certificate of
Incorporation also provides that the Registrant may indemnify, in the same
manner, any of its employees or agents or any person who is serving at the
request of the Registrant as a director, officer, employee or agent of another
entity.

               The Registrant's By-laws contain provisions concerning the
indemnification of officers and directors which are substantially identical to
those contained in the Certificate of Incorporation.

               The Registrant maintains liability insurance covering its
directors, officers, employees and agents with respect to certain liabilities,
not including liabilities under the Securities Act of 1933, as amended, which
they may incur in connection with their serving as such directors, officers,
employees or agents.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

Item 8.  EXHIBITS

   EXHIBIT                              DESCRIPTION
   -------                              -----------

    4.1           1994 Stock Plan, filed as Annex A to the Registrant's proxy
                  statement dated April 25, 1994, filed with the Commission on
                  such date, which Annex is incorporated herein by reference.

    4.2           Form of Non-Incentive Stock Option Agreement under the 1994
                  Stock Plan, filed herewith.

    4.3(a)        Certificate of Incorporation of the Registrant as filed
                  October 25, 1961 and as amended May 9, 1963, April 18, 1966,
                  May 23, 1972, July 22, 1977, July 3, 1984, July 18, 1985 and
                  June 22, 1987, filed as Exhibit 1 to the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1993, which Exhibit is incorporated herein by reference.

    4.3(b)        Certificate of Amendment of the Certificate of Incorporation
                  of the Registrant, as filed May 27, 1994, filed as Exhibit 1
                  to the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1994, which Exhibit is incorporated
                  herein by reference.

    4.3(c)        Certificate of Amendment of the Certificate of Incorporation
                  of the Registrant, as filed on June 1, 1995, filed as Exhibit
                  1 to the Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1995, which Exhibit is incorporated
                  herein by reference.

    4.5           By-laws of the Registrant, as amended, filed as Exhibit 2 to
                  the Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1995, which Exhibit is incorporated
                  herein by reference.

                                       -4-
EXHIBIT                               DESCRIPTION
   -------                               -----------

    5.1           Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.

    15            Not Applicable.

    23.1          Consent of KPMG Peat Marwick LLP, filed herewith.

    23.2          Consent of counsel, contained in the opinion filed as Exhibit
                  5.1 hereto.

    24.1          Power of Attorney (see page 7 of this Registration
                  Statement).

Item 9.        UNDERTAKINGS

    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:

               (i)     To include any prospectus required by Section 10(a)(3)
                       of the Securities Act of 1933, as amended (the
                       "Securities Act");

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

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

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

                                       -5-
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.

     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 persons 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, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Farmingdale, State of New York, on this 5th day of
December, 1995.

                                        DEL LABORATORIES, INC.

                                        By:  /S/ Dan K. Wassong
                                            ----------------------------------
                                             Dan K. Wassong
                                             Chairman of the Board, President
                                             and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Dan K. Wassong and Melvyn C.
Goldstein, 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 all 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.

                                 Chairman of the Board,
  /s/ Dan K. Wassong             President and Chief
- -----------------------------    Executive Officer
 Dan K. Wassong                  (Principal Executive       December 5, 1995
                                 Officer)

  /s/ Melvyn C. Goldstein        Vice President - Finance
- -----------------------------    (Principal Financial and   December 5, 1995
 Melvyn C. Goldstein             Accounting Officer)

                                       -7-
/s/ Martin E. Revson
- ----------------------------     Director                   December 5, 1995
 Martin E. Revson

  /s/ Robert H. Haines
- ----------------------------     Director                   December 5, 1995
  Robert H. Haines

  /s/ Charles J. Hinkaty
- ----------------------------     Director                   December 5, 1995
 Charles J. Hinkaty

  /s/ Robert A. Kavesh
- ----------------------------     Director                   December 5, 1995
 Robert A. Kavesh

  /s/ Steven Kotler
- ----------------------------     Director                   December 5, 1995
 Steven Kotler

  /s/ Marcella Maxwell
- ----------------------------     Director                   December 5, 1995
 Marcella Maxwell

                                       -8-
EXHIBIT INDEX

   Exhibit                            Description
   -------                            -----------

    4.2       Form of Non-Incentive Stock Option Agreement under the 1994 Stock
              Plan, filed herewith.

    5.1       Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.

   23.1       Consent of KPMG Peat Marwick LLP, filed herewith.

   23.2       Consent of counsel, contained in the opinion filed as Exhibit 5.1
              hereto.

   24.1       Power of Attorney (see page 7 of this Registration Statement).