SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             THE QUIGLEY CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Nevada
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   23-2577138
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

           10 South Clinton Street, PO Box 1349, Doylestown, PA 18901
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                             1997 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                   Guy Quigley
                      President and Chief Executive Officer
                             The Quigley Corporation
                             10 South Clinton Street
                                  P.O. Box 1349
                              Doylestown, PA 18901
                     (Name and address of agent for service)

                                 (215) 345-0919
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------------------
                                                Proposed       Proposed
     Title of                                   maximum        maximum
    securities             Amount               offering      aggregate      Amount of
       to be               to be               price per       offering    registration
    registered           registered              share          price           fee
------------------------------------------------------------------------------------------
<S>                <C>             <C>         <C>            <C>            <C>      
Common Stock,
$.0005 par value
per share          1,500,000 Shares(1)(2)      $8.515(2)      $12,772,500    $3,767.89
==========================================================================================
</TABLE>


(1)      Represents an aggregate of 1,500,000 shares of Common Stock issuable by
         the Registrant pursuant to the 1997 Stock Option Plan. Pursuant to Rule
         416  promulgated  under the  Securities  Act of 1933,  as amended  (the
         "Act"),  this  Registration  Statement  also  registers  such number of
         additional  shares  of  Common  Stock  that may be  offered  or  issued
         pursuant to the 1997 Stock  Option Plan to prevent  dilution  resulting
         from stock splits, stock dividends or similar transactions.

(2)      Represents an aggregate of 550,500  shares of Common Stock with respect
         to which  options  have  been  granted  under  the  Employee  Plan at a
         weighted  average  exercise price of $9.68 per share.  Pursuant to Rule
         457(h) under the Securities  Act, the offering price for the additional
         949,500 shares of Common Stock which may be issued under the 1997 Stock
         Option  Plan is  estimated  solely for the purpose of  determining  the
         registration  fee and is based on $7.84,  the per share average of high
         and low sale  prices of the  Common  Stock as  reported  by the  Nasdaq
         National Market ("Nasdaq") for trading on August 7, 1998.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The information called for by Part I of this Registration  Statement on
Form S-8 (the  "Registration  Statement") is included in the  description of The
Quigley  Corporation  1997 Stock  Option  Plan (the "Stock  Option  Plan") to be
delivered to persons eligible to participate in the Stock Option Plan.  Pursuant
to the Note to Part I of Form S-8, this  information  is not being filed with or
included  in  this  Registration  Statement.   However,  included  herein  is  a
Prospectus to be used in connection with certain  reoffers and resales of shares
of common stock, par value $.0005 per share, of The Quigley Corporation acquired
pursuant  to the  Stock  Option  Plan.  Such  Prospectus  has been  prepared  in
accordance with the  requirements of Form S-3 pursuant to General  Instruction C
of Form S-8.




<PAGE>




PROSPECTUS

                                1,500,000 SHARES

                             THE QUIGLEY CORPORATION
                         Common Stock ($.0005 par value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
stockholders  (the  "Selling  Stockholders")  of The  Quigley  Corporation  (the
"Company") of up to 1,500,000  shares (the "Shares") of Common Stock,  par value
$.0005 per share,  of the Company (the "Common  Stock")  pursuant to The Quigley
Corporation 1997 Stock Option Plan (the "Stock Option Plan").

         The  offer  and sale of the  Shares to the  Selling  Stockholders  were
previously  registered  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act"). The Shares are being reoffered and resold for the accounts of
the Selling  Stockholders  and the Company  will not receive any of the proceeds
from the resale of the Shares.

         Sales by the Selling  Stockholders may be effected from time to time in
one  or  more  transactions  in the  over  the  counter  market,  in  negotiated
transactions or otherwise at market prices prevailing at the time of the sale or
at prices otherwise  negotiated.  See "Plan of  Distribution."  The Company will
bear all expenses in connection with the preparation of this Prospectus, but all
selling and other expenses incurred by the Selling Stockholders will be borne by
such Selling Stockholders.

         The Common Stock of the Company is traded on the Nasdaq National Market
("Nasdaq") under the symbol "QGLY." On August 7, 1998, the closing price for the
Common Stock, as reported by Nasdaq was $7.97.  Prospective  acquirors of Shares
are urged to obtain a current price quotation.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          CERTAIN MATTERS DISCUSSED IN THIS REGISTRATION STATEMENT ARE
            FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND
             UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
                        MATERIALLY FROM THOSE PROJECTED.

                The date of this Prospectus is August ___, 1998.


<PAGE>



                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company (symbol: QGLY) can
be  inspected  and  copied at the  offices of the Nasdaq  Stock  Market,  1735 K
Street, N.W.,  Washington,  D.C. 20006, on which the Common Stock of the Company
is listed.  Such  material may also be accessed  electronically  by means of the
Commission's home page on the internet at http//www.sec.gov.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION........................................................2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................3

RISK FACTORS.................................................................4

THE COMPANY.................................................................10

USE OF PROCEEDS.............................................................10

TRANSFER AGENT AND REGISTRAR................................................10

SELLING STOCKHOLDERS........................................................11

PLAN OF DISTRIBUTION........................................................13

LEGAL MATTERS...............................................................14

EXPERTS  ...................................................................14

CHANGE OF ACCOUNTANTS.......................................................14

ADDITIONAL INFORMATION......................................................15




                                          -2-

<PAGE>



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual Report on Form 10-KSB for the year ended December
31, 1997,  Quarterly  Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30,  1998,  and  Current  Report on Form 8-K dated  January 9, 1998 are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof.  All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering,  are deemed to be  incorporated  by reference in this  Prospectus  and
shall be deemed to be a part hereof from the date of filing of such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section 12(b) of the Exchange Act filed on October 25, 1996 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference into this Prospectus will be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained in this Prospectus or any other subsequently filed document which also
is, or is deemed to be,  incorporated by reference into this Prospectus modifies
or supersedes that statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to P.O. Box 1349, Doylestown, PA 18901, Attention:  George J. Longo.
Oral  requests  should be  directed  to such  officer  (telephone  number  (215)
345-0919).

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Stockholders.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.


                                       -3-

<PAGE>

                                  RISK FACTORS

         THE  SECURITIES  OFFERED  HEREBY  INVOLVE A HIGH  DEGREE OF RISK.  EACH
PROSPECTIVE  INVESTOR  SHOULD  CAREFULLY  CONSIDER  THE  FOLLOWING  RISK FACTORS
INHERENT  IN, AND  EFFECTING  THE  BUSINESS  OF, THE  COMPANY  BEFORE  MAKING AN
INVESTMENT DECISION.

         DEPENDENCE  UPON  SALES OF  PRINCIPAL  PRODUCT.  The  Company's  future
performance will depend,  almost entirely,  on the continued customer acceptance
of the Company's  principal product,  Cold-Eeze(R).  For the year ended December
31,  1997 and the six  months  ended  June 30,  1998,  substantially  all of the
Company's  revenues  have been  generated  by sales of  Cold-Eeze(R)  or product
extensions of Cold- Eeze(R).  The Company  anticipates that substantially all of
its  revenues  for  the  foreseeable  future  will  be  generated  by  sales  of
Cold-Eeze(R),  both overseas and in the U.S.  There can be no assurance that the
Company's Cold-Eeze(R) products will continue to receive market acceptance.  The
inability to successfully commercialize Cold-Eeze(R), for any reason, would have
a material adverse effect on the Company's financial condition,  prospects,  and
ability to continue operations.

         GOVERNMENT  REGULATION.  The  manufacturing,  processing,  formulation,
packaging,  labeling and advertising of the Company's  cold-relief  products are
subject to  regulation  by one or more federal  agencies,  including  the United
States  Food and Drug  Administration  ("FDA"),  the  Federal  Trade  Commission
("FTC"), the Consumer Product Safety Commission, the United States Department of
Agriculture,  the United States Postal Service,  the United States Environmental
Protection  Agency and the  Occupational  Safety and Health  Administration.  In
particular,  the FDA regulates the safety,  labeling and distribution of dietary
supplements,  including  vitamins,  minerals  and herbs,  food  additives,  food
supplements, over-the-counter and prescription drugs and cosmetics. In addition,
the FTC has overlapping  jurisdiction with the FDA to regulate the promotion and
advertising of vitamins, over-the-counter drugs, cosmetics and foods.

         Since the Company does not engage in the  manufacturing  process of its
cold-relief  products,  it is not  subject  to many  of  these  regulations.  In
addition,  the Company's  cold-relief  product is a homeopathic  remedy which is
regulated by the Homeopathic  Pharmacopoeia of the United States ("HPUS").  HPUS
sets the  standards  for source,  composition  and  preparation  of  homeopathic
remedies which are officially recognized in the Federal Food, Drug and Cosmetics
Act of 1938.

         The  Company's  business is also  regulated by various  agencies of the
states and localities in which the Company's  products are sold and governmental
regulations in foreign  countries  where the Company plans to commence or expand
sales may prevent or delay


                                       -4-

<PAGE>
entry  into a market  or  prevent  or delay the  introduction,  or  require  the
reformulation, of certain of the Company's products.

         In addition, the Company cannot predict whether new domestic or foreign
legislation  regulating its  activities  will be enacted.  Such new  legislation
could have a material adverse effect on the Company.  Failure to comply with any
applicable  requirements can result in sanctions being imposed on the Company or
the  manufacturers of its products,  including warning letters,  fines,  product
recalls and seizures.

         COMPETITION.  Management  of the Company  believes  that the  Company's
cold-relief product, which has been clinically proven to reduce the severity and
duration of the common cold symptoms,  offers a significant advantage over other
suppliers in the  over-the-counter  cold remedy market.  Competition consists of
numerous suppliers of cold remedy products.  This market is highly  competitive,
and some companies with which the Company competes are substantially  larger and
have significantly greater resources than the Company. The Company believes that
its ability to compete depends on a number of factors,  including price, product
quality,  availability  and  reliability and name  recognition.  There can be no
assurance that the Company will be able to compete successfully in the future.

         MANAGING GROWTH. The Company has recently experienced a period of rapid
growth  and  expansion  which  has  placed,  and  could  continue  to  place,  a
significant  strain on the Company's  management,  customer  service and support
operations,   sales  and  administrative  personnel  and  other  resources.  The
Company's  ability to manage its planned growth requires the Company to continue
to expand its operating,  management,  information and financial systems, all of
which may increase its operating  expenses.  If the Company fails to achieve its
growth as planned or is unsuccessful in managing its anticipated  growth,  there
could be a material  adverse effect on the Company.  In addition,  the loss of a
significant  customer or a number of customers,  or a  significant  reduction in
purchase volume by or financial  difficulty of such  customers,  for any reason,
could have a material adverse effect on the Company.

         DEPENDENCE ON KEY PERSONNEL.  The Company's  future success  depends in
large part on the continued  service of its key personnel.  In  particular,  the
loss of the services of Guy Quigley,  its Chairman of the Board,  President  and
Chief Executive  Officer could have a material  adverse effect on the operations
of the Company.  The Company has an employment  agreement with Mr. Quigley which
expires on May 31, 2005. The Company's future success and growth also depends on
its  ability to  continue  to  attract,  motivate  and retain  highly  qualified
employees.  There can be no assurance  that the Company will be able to attract,
motivate and retain such persons.


                                       -5-
<PAGE>
         DEPENDENCE ON THIRD-PARTY  MANUFACTURING AND SUPPLIER. The Company does
not  own or  lease  any  manufacturing  facilities,  does  not  manufacture  the
Cold-Eeze(R)  product or any of its  ingredients,  and purchases all ingredients
from a single  unaffiliated  supplier.  The Company has entered  into a contract
with a single  manufacturer to supply its zinc gluconate  products.  Should this
relationship terminate, the Company believes that the contingency plans which it
has formulated  would prevent such  termination  from  materially  affecting the
Company's operations.  Any such termination may, however,  result in a temporary
delay in production until a replacement  facility with available production time
is located. In addition,  the terms on which suppliers and manufacturers will be
available could have a material effect on the success of the Company.

         UNCERTAINTY  OF  PATENT   PROTECTION;   UNCERTAINTY  OF  PROTECTION  OF
PROPRIETARY  TECHNOLOGY.  The strength of the Company's patent position may play
an  important  role in its  long-term  success.  The Company  currently  owns no
patents.  However,  the  Company has been  granted an  exclusive  agreement  for
worldwide representation,  manufacturing, marketing and distribution rights to a
zinc/gluconate/glycine  lozenge  formulation  developed by Dr. John C.  Godfrey,
Ph.D. The  zinc/gluconate/glycine  lozenge formulation  developed by Dr. John C.
Godfrey,  Ph.D has been patented in the United States,  Germany,  France, Italy,
Sweden,  Canada and Great Britain and a patent is pending in Japan.  The Company
also has an exclusive  license from George Eby Research for a United  States use
patent for zinc gluconate.  There can be no assurance that these patents will be
effective  to protect the  Company's  product  from  duplication  by others.  In
addition,  there can be no assurance  that the Company or the patent holder will
be able to afford  the  expense  of any  litigation  which may be  necessary  to
enforce its rights under any patent.  Moreover,  although  the Company  believes
that its product does not and will not infringe  upon the patents or violate the
proprietary rights of others, it is possible that such infringement or violation
has or may occur.  In the event that the  Company's  product  is  determined  to
infringe upon the patents or proprietary  rights of others, the Company could be
required  to  modify  its  product  or  obtain  an  additional  license  for the
manufacture and/or sale of the product,  or could be prohibited from selling the
product.  There can be no assurance that, in such an event, the Company would be
able to do so in a timely manner,  upon acceptable  terms and conditions,  or at
all, and the failure to do any of the  foregoing  could have a material  adverse
effect upon the Company. Furthermore, there can be no assurance that the Company
or the patent  holders will have the financial or other  resources  necessary to
enforce or defend a patent  infringement or proprietary rights violation action.
In addition,  if the Company's product is deemed to infringe upon the patents or
proprietary rights of others,  the Company could,  under certain  circumstances,
become liable for damages,  which could also have a material  adverse  effect on
the Company.


                                       -6-
<PAGE>
         The   Company   also   relies   substantially   upon  its   proprietary
technologies, utilizing non-disclosure agreements with its employees, suppliers,
consultants  and  customers  to  establish  and protect the ideas,  concepts and
documentation of its proprietary technology and know-how. Such methods, however,
may not afford  complete  protection,  and there can be no assurance  that third
parties will not  independently  develop such  know-how or obtain  access to the
Company's  know-how,  ideas,  concepts  and  documentation,  which  could have a
material adverse effect on the Company.

         SEASONALITY OF BUSINESS;  QUARTERLY FLUCTUATIONS. A substantial portion
of the Company's business is highly seasonal,  causing significant variations in
operating results from quarter to quarter. The consumer market for the Company's
cold-relief products tends to be highly seasonal. It is anticipated that a major
portion of the  Company's  revenues  will come in the first and fourth  quarters
since the  primary  cold  season  is from  September  to March.  There can be no
assurance that the Company can maintain  sufficient  flexibility with respect to
its working capital needs and its ability to manufacture  products to be able to
minimize the adverse  effects of an  unanticipated  shortfall in or greater than
expected demand for its products.  Failure to predict  accurately and respond to
consumer demand may cause the Company to produce excess  inventory.  Conversely,
if the product  achieves greater success than anticipated for any given quarter,
the Company may not have sufficient inventory to meet customer demand.

         POTENTIAL PRODUCT LIABILITY EXPOSURE. The Company's business exposes it
to an inherent risk of potential product liability claims,  including claims for
serious bodily injury or death,  which could lead to substantial  damage awards.
The Company currently maintains product liability and excess liability insurance
in the amount of and with a maximum  payout of $61 million.  A successful  claim
brought against the Company in excess of, or outside of, its insurance  coverage
could have a material adverse effect on the Company's  results of operations and
financial  condition.  Claims against the Company,  regardless of their merit or
eventual outcome, may also have a material adverse effect on the consumer demand
for the Company's products.

         CONTROL BY  PRINCIPAL  STOCKHOLDER.  Guy  Quigley,  the Chairman of the
Board and  President of the Company,  through his  beneficial  ownership has the
power to vote approximately 26.4% of the Common Stock. Mr. Quigley and the other
executive  officers and directors of the Company  collectively  beneficially own
approximately  39.0% of the Company's Stock.  These individuals have significant
influence  over  the  outcome  of all  matters  submitted  to  stockholders  for
approval,  including election of directors of the Company, thereby enabling them
to control all major decisions of the Company.  In addition,  such concentration
of  ownership  may have the  effect of  preventing  a change of  control  of the
Company.


                                       -7-
<PAGE>
         VOLATILITY  OF THE COMPANY'S  COMMON STOCK PRICES.  The market price of
the Company's  Common Stock has  experienced  significant  volatility,  with per
share bids ranging from a low of approximately  $6.25 to a high of approximately
$23.00  (after  giving  effect to a 2 for 1 stock  split) over the twelve  month
period  from August 1, 1997 to July 31,  1998.  Announcements  of  technological
innovations  for new  commercial  products  of the  Company or its  competitors,
developments  concerning propriety rights or governmental  regulation or general
conditions  in the  market for the  Company's  cold-relief  products  may have a
significant  effect on the  Company's  business  and on the market  price of the
Company's  securities.  Sales of a  substantial  number of  shares  by  existing
security  holders  could also have an adverse  effect on the market price of the
Company's  securities.  In  particular,  the  Company  believes  that its recent
authorization  to repurchase up to 750,000  shares of its currently  outstanding
Common  Stock  may  cause  increased  volatility  of  its  stock  price  in  the
short-term.

         SHARES ELIGIBLE FOR FUTURE SALE. The sale, or availability for sale, of
substantial amounts of Common Stock in the public market pursuant to Rule 144 or
otherwise could adversely  affect the market price of the Common Stock and could
impair the Company's ability to raise additional capital through the sale of its
equity securities.

         NO CASH  DIVIDENDS.  The  Company  has not paid cash  dividends  on its
Common  Stock  since its  inception.  The  Company  currently  intends to retain
earnings,  if any, for use in the business  and does not  anticipate  paying any
dividends to its stockholders.

         RIGHTS OF COMMON STOCK  SUBORDINATE TO PREFERRED STOCK. The Articles of
Incorporation  of the Company  authorizes the issuance of a maximum of 1,000,000
shares of  preferred  stock,  par value $.001 per share.  No shares of preferred
stock are currently outstanding.  If shares of preferred stock are issued in the
future,  the terms of a series of  preferred  stock may be set by the  Company's
Board of  Directors  without  approval by the holders of the Common Stock of the
Company. Such terms could include, among others, preferences as to dividends and
distributions on liquidation as well as separate class voting rights. The rights
of the  holders of the  Company's  Common  Stock will be subject  to, and may be
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future.

         BARRIERS TO  TAKEOVER.  The  Company's  Articles of  Incorporation  and
By-Laws contain certain  provisions  which may deter,  discourage,  or make more
difficult  the  assumption of control of the Company by another  corporation  or
person through a tender offer,  merger,  proxy contest or similar transaction or
series of transactions.  These  provisions  include an unusually large number of
authorized common shares  (50,000,000) and the prohibition of cumulative voting.
In addition, the future issuance of preferred stock by the Company


                                       -8-
<PAGE>
could have the effect of making it more  difficult for a third party to acquire,
or of discouraging a third party from  acquiring,  a majority of the outstanding
voting stock of the Company.  The overall  effect of these  provisions may be to
deter a future  tender offer or other  takeover  attempt that some  stockholders
might view to be in their best  interest  as the offer  might  include a premium
over the market price of the  Company's  capital stock at the time. In addition,
these  provisions  may  have the  effect  of  assisting  the  Company's  current
management in retaining its position and place it in a better position to resist
changes which some  stockholders  may want it to make if  dissatisfied  with the
conduct of the Company's business.

         LIMITATIONS  ON LIABILITY OF DIRECTORS AND OFFICERS.  Section 78.751 of
the Nevada General  Corporation Law ("NGCL") allows the Company to indemnify any
person who is or was made a party to, or is or was threatened to be made a party
to, any pending,  completed,  or threatened action, suit or proceeding by reason
of the fact that he or she is or was a director,  officer,  employee or agent of
the  Company or is or was  serving at the  request of the Company as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other  enterprise.  The NGCL  permits the  Company to advance  expenses to an
indemnified party in connection with defending any such proceeding, upon receipt
of an undertaking by the indemnified party to repay those amounts if it is later
determined that the party is not entitled to indemnification.

         The  foregoing  provisions  may reduce  the  likelihood  of  derivative
litigation  against directors and officers and discourage or deter  stockholders
from suing  directors  or officers  for breaches of their duties to the Company,
even though such an action,  if successful,  might otherwise benefit the Company
and its stockholders.  In addition, to the extent that the Company expends funds
to indemnify  directors and officers,  funds will be unavailable for operational
purposes.


                                       -9-
<PAGE>
                                   THE COMPANY

         The Quigley  Corporation (the "Company") is a Nevada  corporation which
was  organized on August 24, 1989 and commenced  business  operations in October
1989.

         The Company's  initial business was the marketing and distribution of a
line of nutritious health supplements  called  Nutri-Bars.  Since June 1996, the
Company  has   concentrated   its  business   operations   exclusively   on  the
manufacturing,  marketing and  development of its proprietary  Cold-Eeze(R)  and
Cold-Eezer  Plus cold- remedy  lozenge  products and on  development  of various
product extensions.  The Company's lozenge products are based upon a proprietary
zinc  gluconate  glycine  formula,  which in a clinical  study  conducted by The
Cleveland  Clinic,  has been shown to reduce the  severity  and  duration of the
common cold symptoms. The Quigley Corporation acquired world-wide  manufacturing
and  distribution  rights to this  formulation in 1992 from Dr. John Godfrey and
commenced  national  marketing  in 1996.  The Company  markets its  Cold-Eeze(R)
products through manufacturer's  representatives,  network marketing, commercial
dealerships  and other sources of marketing and promotion  including  television
direct marketing.  Since its inception,  the Company has conducted  research and
development   into  various  types  of   health-related   food  supplements  and
homeopathic cold remedies.

         The Company's principal office is located at the Landmark Building,  10
South Clinton Street,  Doylestown,  PA (and its  alternative  mailing address is
P.O. Box 1349, Doylestown, PA 18901). The telephone number is (215) 345-0919.

                                 USE OF PROCEEDS

         This Prospectus relates to the reoffer and resale of Shares issuable to
the Selling Stockholders pursuant to the Stock Option Plan. The Company will not
receive  any of  the  proceeds  from  the  sale  of the  Shares  by the  Selling
Stockholders.  The  Company  may,  however,  receive the  exercise  price of the
options held by the Selling Stockholders,  if and when exercised.  Such proceeds
will be used by the Company for working capital and other corporate purposes.

                          TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for the Common Stock is American Stock
Transfer and Trust Company, New York, New York.


                                      -10-
<PAGE>
                              SELLING STOCKHOLDERS

         This  Prospectus   relates  to  the  offer  and  sale  by  the  Selling
Stockholders of up to 1,500,000 Shares issued under the Stock Option Plan to the
Selling Stockholders.  This Prospectus also relates to such indeterminate number
of  additional  shares of  Common  stock  that may be  acquired  by the  Selling
Stockholders  as a result of the  antidilution  provisions  of the Stock  Option
Plan. To the extent required,  additional  information regarding the identity of
the Selling  Stockholders and certain other information  relating to the Selling
Stockholders will be provided by supplement to this Prospectus.

         The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling  Stockholder prior to the Offering,  (ii) the
number of Shares  of Common  Stock  being  offered  for  resale by each  Selling
Stockholder  and (iii) the number and  percentage of shares of Common Stock that
each Selling Stockholder will beneficially own after completion of the Offering.
Except as set forth below,  none of the Selling  Stockholders has had a material
relationship with the Company during the past three years.



<TABLE>
<CAPTION>
                                           No. of Shares
                                          of Common Stock          No. of
                                         Beneficially Owned        Shares            Shares Beneficially Owned    
       NAME                              Prior to Offering       OFFERED (1)              After Offering (2)      
------------------                     ----------------------    -----------    ----------------------------------
<S>            <C>                            <C>                    <C>               <C>                <C>  
Guy J. Quigley (3)....................        3,921,854(4)           100,000           3,821,854          25.9%

Charles A. Phillips (5)...............        1,592,992(6)           100,000           1,492,992          10.5%

Eric H. Kaytes (7)....................          502,992(8)           100,000             402,992           2.9%

George J. Longo (9) ..................          250,000(10)          125,000             125,000            *

Gurney P. Sloan (11) .................           10,500(12)           10,000                 500            *

Jacqueline F. Lewis (13)..............           10,000(14)           10,000                   0            *


         * Less than 1%.
</TABLE>
-----------------

(1)      Consists  solely of Common Stock  issuable to the Selling  Stockholders
         upon the exercise of currently exercisable options.

(2)      Assumes that all Common Stock  offered by the Selling  Stockholders  is
         sold and that no other  shares of  Common  Stock  owned by the  Selling
         Stockholders are sold.

(3)      Mr. Quigley is the Chairman of the Board, President and Chief Executive
         Officer of the Company.

(4)      Includes  815,000  shares of Common Stock  issuable to Mr. Quigley upon
         the exercise of currently  exercisable warrants and options and 800,000
         shares directly owned by Mr. Quigley's wife and son.

(5)      Mr.  Phillips  is the Vice  President,  Chief  Operating  Officer and a
         Director of the Company.



                                      -11-
<PAGE>
(6)      Includes  710,000 shares of Common Stock issuable to Mr.  Phillips upon
         the exercise of currently  exercisable  warrants and options and 10,000
         shares directly owned by Mr. Phillip's wife.

(7)      Mr. Kaytes is the Vice President,  Secretary,  Treasurer and a Director
         of the Company.

(8)      Includes 270,000 shares of Common Stock issuable to Mr. Kaytes upon the
         exercise of currently exercisable warrants and options.

(9)      Mr. Longo is the Vice President, Chief Financial Officer and a Director
         of the Company.

(10)     Represents  250,000  shares of Common Stock  issuable to Mr. Longo upon
         the exercise of currently exercisable warrants and options.

(11)     Mr. Sloan is a Director of the Company.

(12)     Includes  10,000 shares of Common Stock  issuable to Mr. Sloan upon the
         exercise of currently exercisable options.

(13)     Ms. Lewis is a Director of the Company.

(14)     Represents 10,000 shares of Common Stock issuable to Ms. Lewis upon the
         exercise of currently exercisable options.

  There is no assurance that the Selling  Stockholders will exercise the options
to purchase  Common Stock from the Company or that any such Selling  Stockholder
will otherwise opt to sell any of the Shares offered hereby.

  The Shares covered by this Prospectus may be sold from time to time so long as
this  Prospectus  remains  in  effect;  provided,   however,  that  the  Selling
Stockholders are first required to contact the Company's  Corporate Secretary to
confirm that this Prospectus is in effect.  The Company intends to distribute to
each Selling  Stockholder  a letter  setting forth the  procedures  whereby such
Selling  Stockholder  may use the  Prospectus  to sell the shares and under what
conditions the Prospectus  may not be used. The Selling  Stockholders  expect to
sell the Shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.

  The Selling  Stockholders  and any broker or dealer to or through  whom any of
the Shares are sold may be deemed to be  underwriters  within the meaning of the
Securities Act with respect to the Common Stock offered hereby,  and any profits
realized by the Selling Stockholders or such brokers or dealers may be deemed to
be underwriting commissions.  Brokers' commissions and dealers' discounts, taxes
and other  selling  expenses  to be borne by the  Selling  Stockholders  are not
expected  to  exceed  normal  selling  expenses  for sales  over-the-counter  or
otherwise,  as the  case  may be.  The  registration  of the  Shares  under  the
Securities Act shall not be deemed an admission by the Selling  Stockholders  or
the Company that the Selling  Stockholders  are underwriters for purposes of the
Securities Act of any Shares offered under this Prospectus.


                                      -12-
<PAGE>
                              PLAN OF DISTRIBUTION

  This Prospectus  covers the resale of up to 1,500,000  Shares of the Company's
Common Stock issuable under the Stock Option Plan. The Selling  Stockholders may
sell the Shares offered hereby from time to time in  transactions on one or more
exchanges,  in the  over-the-counter  market, in negotiated  transactions,  or a
combination  of such methods of sale,  at fixed prices which may be changed,  at
market prices  prevailing at the time of sale, at prices  relating to prevailing
market prices or at negotiated prices and terms.

  From time to time the Selling Stockholders may pledge their Shares pursuant to
the margin provisions of customer agreements with their respective brokers. Upon
a default  by the  Selling  Stockholders,  such  brokers  may offer and sell the
pledged Shares.

  This  Prospectus also may be used,  with the Company's  consent,  by donees or
other transferees of the Selling Stockholders, or by other persons acquiring the
Common Stock under  circumstances  requiring or making desirable the use of this
Prospectus for the offer and sale of such shares.

  Such  transactions  may be  effected  by  selling  the  Shares  to or  through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Stockholders and/or the
purchasers  of the Shares for whom such  broker-dealers  may act as agents or to
whom they sell as  principals,  or both (which  compensation  as to a particular
broker-dealer  might be in excess of the  customary  commissions).  The  Selling
Stockholders   and  any   broker-dealers   that  participate  with  the  Selling
Stockholders   in  the   distribution   of  the  Shares  may  be  deemed  to  be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions  received  by them and any profit on the resale of the Shares may be
deemed to be underwriting commissions or discounts under the Securities Act. The
Selling  Stockholders  will pay any transaction  costs associated with effecting
any sales that occur.

  Any  broker-dealer  acquiring  Common  Stock  offered  hereby  may  sell  such
securities either directly, in its normal market-making  activities,  through or
to other  brokers on a principal or agency basis or to its  customers.  Any such
sales may be at prices  then  prevailing  on Nasdaq,  at prices  related to such
prevailing market prices or at negotiated prices and terms to its customers or a
combination of such methods. In addition and without limiting the foregoing, the
Selling  Stockholders will be subject to applicable  provisions of Regulation M,
which may limit the timing of the  purchases and sales of shares of Common Stock
by the Selling Stockholders.



                                      -13-
<PAGE>
  In addition,  any Shares  covered by this  Prospectus  which  qualify for sale
pursuant  to Rule  144  may be  sold  under  Rule  144  instead  of  under  this
Prospectus.

  The  Company  has  agreed  to  pay  all  fees  and  expenses  incident  to the
registration of the Shares,  except selling commissions and fees and expenses of
counsel or any other  professionals  or other  advisors,  if any, to the Selling
Stockholders.

                                  LEGAL MATTERS

  Certain legal matters in  connection  with the issuance of the Shares  offered
hereby have been passed upon for the Company by Messrs.  Olshan Grundman Frome &
Rosenzweig LLP, New York, New York.


                                     EXPERTS

  The financial  statements as of September 30, 1996 and December 31, 1996,  for
the year ended  September 30, 1996 and for the interim period ended December 31,
1996,  incorporated  by  reference  in this  prospectus  and  elsewhere  in this
Registration Statement have been audited by Nachum Blumenfrucht CPA, independent
public  accountant,  as indicated in his report with  respect  thereto,  and are
included herein in reliance upon the authority of Mr.  Blumenfrucht as an expert
in giving said report.

  The financial  statements of The Quigley Corporation included in the report on
Form 10-KSB of the Company for the fiscal year ended  December 31, 1997 referred
to above have been audited by PricewaterhouseCoopers LLP, successor to Coopers &
Lybrand  L.L.P.,  independent  accountants,  as set forth in their  report dated
February 20, 1998, accompanying such financial statements,  and are incorporated
herein by  reference in reliance  upon the report of such firm,  which report is
given upon their authority as experts in accounting and auditing.

  Any financial statements and schedules  hereinafter  incorporated by reference
in the  registration  statement of which this  prospectus is part that have been
audited  and are  subject  of a report  by  independent  accountants  will be so
incorporated  by reference in reliance  upon such reports and upon the authority
of such firms as experts in  accounting  and  auditing to the extent  covered by
consents filed with the Commission.

                              CHANGE OF ACCOUNTANTS

  On January 29, 1997, the Company determined to change accountants to Coopers &
Lybrand L.L.P. The Company's prior auditor,  Nachum  Blumenfrucht,  CPA resigned
and on the same date, the Company  engaged Coopers & Lybrand,  L.L.P.,  to audit
its financial statements. The decision to change accountants was made


                                      -14-

<PAGE>
with the approval of the  Company's  Board of Directors  and was a result of the
dramatic  expansion  of business  operations  since the close of the fiscal year
ended September 30, 1996 and the interim period ended December 31, 1996.

  The Company  believes,  and has been  advised by Nachum  Blumenfrucht  that he
concurs in such belief,  that, the Company and Mr. Blumenfrucht did not have any
disagreement  on any matter of accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure, which disagreement,  if not
resolved to the satisfaction of Mr. Blumenfrucht,  would have caused him to make
reference in connection with his report on the Company's financial statements to
the subject matter of the disagreement.

  No report of Mr. Blumenfrucht on the Company's financial statements for either
of the past two fiscal years  contained  an adverse  opinion,  a  disclaimer  or
opinion or a  qualification  (other than a going concern  qualification)  or was
modified as to uncertainty,  audit scope or accounting  principles.  During such
fiscal  periods,  there were no  "reportable  events" within the meaning of Item
304(a)(1) of Regulation S-K promulgated under the Securities Act.

                             ADDITIONAL INFORMATION

  The Company has also filed with the  Commission  a  Registration  Statement on
Form S-8 (together with all amendments and exhibits  thereto,  the "Registration
Statement")  under the Securities Act with respect to the Shares offered hereby.
This  Prospectus  does  not  contain  all of the  information  set  forth in the
Registration  Statement,  certain parts of which are omitted in accordance  with
the rules and regulations of the Commission. For further information,  reference
is made to the Registration  Statement.  Statements contained in this Prospectus
as to the  contents  of any  contract  or  other  document  are not  necessarily
complete,  and in each instance,  reference is made to the copy of such contract
or  document  filed as an  exhibit  to the  Registration  Statement,  each  such
statement being qualified in all respects by such reference.


                                      -15-

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  filed  by  The  Quigley   Corporation  (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997.

         2. The Company's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998.

         3. The Company's Current Report on Form 8-K dated January 9, 1998.

         4. The description of the Company's Common Stock, $.0005 par value (the
"Common  Stock"),  in the  Company's  Registration  Statement  on Form 8-A filed
October 25, 1996.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  after the
effective  date of this  registration  statement  and  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference into this Prospectus will be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained in this Prospectus or any other subsequently filed document which also
is, or is deemed to be,  incorporated by reference into this Prospectus modifies
or supersedes that statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.



                                      II-1

<PAGE>

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

  The Company's By-laws authorize  indemnification  of directors and officers as
follows:

               ARTICLE V - INDEMNIFICATION OF OFFICERS, DIRECTORS,
                              EMPLOYEES AND AGENTS

  Section 1. The corporation shall indemnify any person who was or is a party or
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than action by or in the right of the  corporation) by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

  Section 2. No officer,  director or shareholder may become surety on behalf of
the corporation for any of its obligations under any circumstances whatsoever.

  See Item 9(e) below for  information  regarding the position of the Commission
with respect to the effect of any  indemnification for liabilities arising under
the Securities Act of 1933, as amended.

  Section 78.751 of the Nevada General Corporation Law provides as follows:

         "(1) A corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened,  pending or completed action,
  suit or proceeding, whether civil, criminal,  administrative or investigative,
  except an action by or in the right of the corporation,  by reason of the fact
  that he is or was a director,  officer,  employee or agent of the corporation,
  or is or was serving at


                                      II-2
<PAGE>
  the request of the  corporation as a director,  officer,  employee or agent of
  another corporation,  partnership,  joint venture,  trust or other enterprise,
  against expenses, including attorneys' fees, judgments, fines and amounts paid
  in settlement  actually and reasonably  incurred by him in connection with the
  action,  suit or proceeding if he acted in good faith and in a manner which he
  reasonably  believed  to be in or not  opposed  to the best  interests  of the
  corporation,  and, with respect to any criminal  action or proceeding,  had no
  reasonable  cause to believe his conduct was unlawful.  The termination of any
  action, suit or proceeding by judgment, order, settlement,  conviction or upon
  a plea of NOLO  CONTENDERE or its  equivalent,  does not, of itself,  create a
  presumption that the person did not act in good faith and in a manner which he
  reasonably  believed  to be in or not  opposed  to the best  interests  of the
  corporation,  and that, with respect to any criminal action or proceeding,  he
  had reasonable cause to believe that his conduct was unlawful.

         (2) A corporation  may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened,  pending or completed  action
  or suit by or in the right of the  corporation  to procure a  judgment  in its
  favor by reason of the fact that he is or was a director, officer, employee or
  agent  of  the  corporation,  or is or  was  serving  at  the  request  of the
  corporation as a director,  officer, employee or agent of another corporation,
  partnership,  joint  venture,  trust or  other  enterprise  against  expenses,
  including  amounts  paid  in  settlement  and  attorneys'  fees  actually  and
  reasonably incurred by him in connection with the defense or settlement of the
  action or suit if he acted in good faith and in a manner  which he  reasonably
  believed to be in or not  opposed to the best  interests  of the  corporation.
  Indemnification  may not be made for any  claim,  issue or  matter as to which
  such a person has been  adjudged by a court of competent  jurisdiction,  after
  exhaustion of all appeals  therefrom,  to be liable to the  corporation or for
  amounts paid in settlement to the  corporation,  unless and only to the extent
  that the  court in which  the  action or suit was  brought  or other  court of
  competent  jurisdiction  determines upon  application  that in view of all the
  circumstances  of the case,  the person is fairly and  reasonably  entitled to
  indemnity for such expenses as the court deems proper.

         (3) To the extent  that a  director,  officer,  employee  or agent of a
  corporation  has been  successful on the merits or otherwise in defense of any
  action,  suit or proceeding  referred to in subsections 1 and 2, or in defense
  of any  claim,  issue  or  matter  therein,  he  must  be  indemnified  by the
  corporation   against  expenses,   including   attorneys'  fees  actually  and
  reasonably incurred by him in connection with the defense.


                                      II-3
<PAGE>
         (4) Any indemnification  under subsections 1 and 2, unless ordered by a
  court or advanced  pursuant to subsection  5, must be made by the  corporation
  only  as  authorized  in  the  specific   case  upon  a   determination   that
  indemnification of the director,  officer,  employee or agent is proper in the
  circumstances. The determination must be made:

         (a)      By the shareholders;

         (b) By the board of directors by majority  vote of a quorum  consisting
  of directors who were not parties to the act, suit or proceeding;

         (c) If a majority vote of a quorum consisting of directors who were not
  parties to the act, suit or proceeding so orders, by independent legal counsel
  in a written opinion; or

         (d) If a quorum  consisting  of  directors  who were not parties to the
  act, suit or proceeding cannot be obtained,  by independent legal counsel in a
  written opinion.

         (5) The articles of  incorporation,  the bylaws or an agreement made by
  the  corporation  may provide  that the  expenses of  officers  and  directors
  incurred in defending a civil or criminal  action,  suit or proceeding must be
  paid by the  corporation  as they are  incurred  and in  advance  of the final
  disposition of the action, suit or proceeding,  upon receipt of an undertaking
  by or on behalf  of the  director  or  officer  to repay  the  amount if it is
  ultimately  determined  by a court of  competent  jurisdiction  that he is not
  entitled  to be  indemnified  by  the  corporation.  The  provisions  of  this
  subsection  do not affect  any  rights to  advancement  of  expenses  to which
  corporate personnel other than directors or officers may be entitled under any
  contract or otherwise by law.

         (6) The  indemnification  and advancement of expenses  authorized in or
  ordered by a court pursuant to this section:

         (a)  Does not  exclude  any  other  rights  to  which a person  seeking
  indemnification  or advancement of expenses may be entitled under the articles
  of   incorporation   or  any  bylaw,   agreement,   vote  of  shareholders  or
  disinterested  directors  or  otherwise,  for either an action in his official
  capacity or an action in other capacity while holding his office,  except that
  indemnification, unless ordered by a court pursuant to subsection 2 or for the
  advancement  of expenses  made pursuant to subsection 5, may not be made to or
  on behalf of any director or officer if a final adjudication  establishes that
  his acts or  omissions  involved  intentional  misconduct,  fraud or a knowing
  violation of the law and was material to the cause of action.


                                      II-4
<PAGE>
         (b)  Continues  for a person who has ceased to be a director,  officer,
  employee  or agent and  inures to the  benefit  of the  heirs,  executors  and
  administrators of such a person.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.           EXHIBITS

         EXHIBIT INDEX

      EXHIBIT

        4.1                Specimen Certificate of the Company's Common Stock
                           (incorporated by reference to Exhibit 4.1 of the
                           Company's Form 10-KSB dated April 4, 1997).

      * 5.1                Opinion of Olshan Grundman Frome & Rosenzweig LLP.

      * 10.1               The Quigley Corporation 1997 Stock Option Plan.

      * 23.1               Consent of Nachum Blumenfrucht, independent public
                           accountant.

      * 23.2               Consent of PricewaterhouseCoopers LLP, independent
                           accountants.

      * 23.3               Consent of Olshan Grundman Frome & Rosenzweig LLP
                           (included in Exhibit 5.1).

     *  24.1               Power of Attorney (included on the signature page
                           of this Registration Statement).

--------------------
*        Filed herewith



                                      II-5

<PAGE>
ITEM 9.           UNDERTAKINGS

         The undersigned registrant hereby undertakes:

                  a. 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;

                  (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 (i) and (ii) above do not
                  apply  if  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or 15(d) of the  Securities  Exchange  Act of 1934 that are
                  incorporated by reference in the Registration Statement;

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

                  c. 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.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of


                                      II-6

<PAGE>
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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


                                      II-7

<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 Doylestown, State of Pennsylvania, on this 12th day of
August, 1998.

                                        THE QUIGLEY CORPORATION
                                                 (Registrant)



                                        By:  /S/ GUY J. QUIGLEY
                                                 Guy  J. Quigley
                                                 Chief Executive Officer and
                                                 President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Guy J. Quigley and Charles A. Phillips,
and each of them,  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  (including
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,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, 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 may lawfully do or
cause to be done by virtue thereof.

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

    SIGNATURE                    TITLE                              DATE
    ---------                    -----                              ----




/S/ Guy J. Quigley            Chairman of the Board,
---------------------------   President, Chief
Guy J. Quigley                Executive Officer
                              (principal executive
                              officer)                       August 12, 1998

/S/ Charles A. Phillips       Executive Vice
---------------------------   President, Chief
Charles A. Phillips           Operating Officer and
                              Director                       August 12, 1998

/S/ George J. Longo           Vice President, Chief
---------------------------   Financial Officer and
George J. Longo               Director (principal
                              financial and accounting
                              officer)                       August 12, 1998

/S/ Eric H. Kaytes            Vice President,
---------------------------   Secretary, Treasurer,
Eric H. Kaytes                and Director                   August 12, 1998

/S/ Gurney P. Sloan, Jr.      Director                       August 12, 1998
---------------------------
Gurney P. Sloan, Jr.


/S/ Jacqueline F. Lewis                                      August 12, 1998
---------------------------   Director
Jacqueline F. Lewis        



                                   II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 67193}]
{"company-data": {"conformed-name": "QUIGLEY CORP", "cik": "0000868278", "assigned-sic": "2060", "irs-number": "232577138", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61313", "film-number": "98684394"}, "business-address": {"street1": "PO BOX 1349", "street2": "10 SOUTH CLINTON STREET", "city": "DOYLESTOWN", "state": "PA", "zip": "18901", "phone": "2153450919"}, "mail-address": {"street1": "PO BOX 1349", "street2": "LANDMARK BLDG, 10 S CLINTON ST", "city": "DOYLESTOWN", "state": "PA", "zip": "18901"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             THE QUIGLEY CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Nevada
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   23-2577138
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

           10 South Clinton Street, PO Box 1349, Doylestown, PA 18901
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                             1997 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                   Guy Quigley
                      President and Chief Executive Officer
                             The Quigley Corporation
                             10 South Clinton Street
                                  P.O. Box 1349
                              Doylestown, PA 18901
                     (Name and address of agent for service)

                                 (215) 345-0919
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------
                                                Proposed       Proposed
     Title of                                   maximum        maximum
    securities             Amount               offering      aggregate      Amount of
       to be               to be               price per       offering    registration
    registered           registered              share          price           fee
------------------------------------------------------------------------------------------
Common Stock,
$.0005 par value
per share          1,500,000 Shares(1)(2)      $8.515(2)      $12,772,500    $3,767.89
==========================================================================================
(1)      Represents an aggregate of 1,500,000 shares of Common Stock issuable by
         the Registrant pursuant to the 1997 Stock Option Plan. Pursuant to Rule
         416  promulgated  under the  Securities  Act of 1933,  as amended  (the
         "Act"),  this  Registration  Statement  also  registers  such number of
         additional  shares  of  Common  Stock  that may be  offered  or  issued
         pursuant to the 1997 Stock  Option Plan to prevent  dilution  resulting
         from stock splits, stock dividends or similar transactions.

(2)      Represents an aggregate of 550,500  shares of Common Stock with respect
         to which  options  have  been  granted  under  the  Employee  Plan at a
         weighted  average  exercise price of $9.68 per share.  Pursuant to Rule
         457(h) under the Securities  Act, the offering price for the additional
         949,500 shares of Common Stock which may be issued under the 1997 Stock
         Option  Plan is  estimated  solely for the purpose of  determining  the
         registration  fee and is based on $7.84,  the per share average of high
         and low sale  prices of the  Common  Stock as  reported  by the  Nasdaq
         National Market ("Nasdaq") for trading on August 7, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The information called for by Part I of this Registration  Statement on
Form S-8 (the  "Registration  Statement") is included in the  description of The
Quigley  Corporation  1997 Stock  Option  Plan (the "Stock  Option  Plan") to be
delivered to persons eligible to participate in the Stock Option Plan.  Pursuant
to the Note to Part I of Form S-8, this  information  is not being filed with or
included  in  this  Registration  Statement.   However,  included  herein  is  a
Prospectus to be used in connection with certain  reoffers and resales of shares
of common stock, par value $.0005 per share, of The Quigley Corporation acquired
pursuant  to the  Stock  Option  Plan.  Such  Prospectus  has been  prepared  in
accordance with the  requirements of Form S-3 pursuant to General  Instruction C
of Form S-8.
PROSPECTUS

                                1,500,000 SHARES

                             THE QUIGLEY CORPORATION
                         Common Stock ($.0005 par value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
stockholders  (the  "Selling  Stockholders")  of The  Quigley  Corporation  (the
"Company") of up to 1,500,000  shares (the "Shares") of Common Stock,  par value
$.0005 per share,  of the Company (the "Common  Stock")  pursuant to The Quigley
Corporation 1997 Stock Option Plan (the "Stock Option Plan").

         The  offer  and sale of the  Shares to the  Selling  Stockholders  were
previously  registered  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act"). The Shares are being reoffered and resold for the accounts of
the Selling  Stockholders  and the Company  will not receive any of the proceeds
from the resale of the Shares.

         Sales by the Selling  Stockholders may be effected from time to time in
one  or  more  transactions  in the  over  the  counter  market,  in  negotiated
transactions or otherwise at market prices prevailing at the time of the sale or
at prices otherwise  negotiated.  See "Plan of  Distribution."  The Company will
bear all expenses in connection with the preparation of this Prospectus, but all
selling and other expenses incurred by the Selling Stockholders will be borne by
such Selling Stockholders.

         The Common Stock of the Company is traded on the Nasdaq National Market
("Nasdaq") under the symbol "QGLY." On August 7, 1998, the closing price for the
Common Stock, as reported by Nasdaq was $7.97.  Prospective  acquirors of Shares
are urged to obtain a current price quotation.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          CERTAIN MATTERS DISCUSSED IN THIS REGISTRATION STATEMENT ARE
            FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND
             UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
                        MATERIALLY FROM THOSE PROJECTED.

                The date of this Prospectus is August ___, 1998.
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company (symbol: QGLY) can
be  inspected  and  copied at the  offices of the Nasdaq  Stock  Market,  1735 K
Street, N.W.,  Washington,  D.C. 20006, on which the Common Stock of the Company
is listed.  Such  material may also be accessed  electronically  by means of the
Commission's home page on the internet at http//www.sec.gov.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION........................................................2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................3

RISK FACTORS.................................................................4

THE COMPANY.................................................................10

USE OF PROCEEDS.............................................................10

TRANSFER AGENT AND REGISTRAR................................................10

SELLING STOCKHOLDERS........................................................11

PLAN OF DISTRIBUTION........................................................13

LEGAL MATTERS...............................................................14

EXPERTS  ...................................................................14

CHANGE OF ACCOUNTANTS.......................................................14

ADDITIONAL INFORMATION......................................................15

                                          -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual Report on Form 10-KSB for the year ended December
31, 1997,  Quarterly  Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30,  1998,  and  Current  Report on Form 8-K dated  January 9, 1998 are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof.  All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering,  are deemed to be  incorporated  by reference in this  Prospectus  and
shall be deemed to be a part hereof from the date of filing of such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section 12(b) of the Exchange Act filed on October 25, 1996 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference into this Prospectus will be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained in this Prospectus or any other subsequently filed document which also
is, or is deemed to be,  incorporated by reference into this Prospectus modifies
or supersedes that statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to P.O. Box 1349, Doylestown, PA 18901, Attention:  George J. Longo.
Oral  requests  should be  directed  to such  officer  (telephone  number  (215)
345-0919).

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Stockholders.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-
RISK FACTORS

         THE  SECURITIES  OFFERED  HEREBY  INVOLVE A HIGH  DEGREE OF RISK.  EACH
PROSPECTIVE  INVESTOR  SHOULD  CAREFULLY  CONSIDER  THE  FOLLOWING  RISK FACTORS
INHERENT  IN, AND  EFFECTING  THE  BUSINESS  OF, THE  COMPANY  BEFORE  MAKING AN
INVESTMENT DECISION.

         DEPENDENCE  UPON  SALES OF  PRINCIPAL  PRODUCT.  The  Company's  future
performance will depend,  almost entirely,  on the continued customer acceptance
of the Company's  principal product,  Cold-Eeze(R).  For the year ended December
31,  1997 and the six  months  ended  June 30,  1998,  substantially  all of the
Company's  revenues  have been  generated  by sales of  Cold-Eeze(R)  or product
extensions of Cold- Eeze(R).  The Company  anticipates that substantially all of
its  revenues  for  the  foreseeable  future  will  be  generated  by  sales  of
Cold-Eeze(R),  both overseas and in the U.S.  There can be no assurance that the
Company's Cold-Eeze(R) products will continue to receive market acceptance.  The
inability to successfully commercialize Cold-Eeze(R), for any reason, would have
a material adverse effect on the Company's financial condition,  prospects,  and
ability to continue operations.

         GOVERNMENT  REGULATION.  The  manufacturing,  processing,  formulation,
packaging,  labeling and advertising of the Company's  cold-relief  products are
subject to  regulation  by one or more federal  agencies,  including  the United
States  Food and Drug  Administration  ("FDA"),  the  Federal  Trade  Commission
("FTC"), the Consumer Product Safety Commission, the United States Department of
Agriculture,  the United States Postal Service,  the United States Environmental
Protection  Agency and the  Occupational  Safety and Health  Administration.  In
particular,  the FDA regulates the safety,  labeling and distribution of dietary
supplements,  including  vitamins,  minerals  and herbs,  food  additives,  food
supplements, over-the-counter and prescription drugs and cosmetics. In addition,
the FTC has overlapping  jurisdiction with the FDA to regulate the promotion and
advertising of vitamins, over-the-counter drugs, cosmetics and foods.

         Since the Company does not engage in the  manufacturing  process of its
cold-relief  products,  it is not  subject  to many  of  these  regulations.  In
addition,  the Company's  cold-relief  product is a homeopathic  remedy which is
regulated by the Homeopathic  Pharmacopoeia of the United States ("HPUS").  HPUS
sets the  standards  for source,  composition  and  preparation  of  homeopathic
remedies which are officially recognized in the Federal Food, Drug and Cosmetics
Act of 1938.

         The  Company's  business is also  regulated by various  agencies of the
states and localities in which the Company's  products are sold and governmental
regulations in foreign  countries  where the Company plans to commence or expand
sales may prevent or delay

                                       -4-
entry  into a market  or  prevent  or delay the  introduction,  or  require  the
reformulation, of certain of the Company's products.

         In addition, the Company cannot predict whether new domestic or foreign
legislation  regulating its  activities  will be enacted.  Such new  legislation
could have a material adverse effect on the Company.  Failure to comply with any
applicable  requirements can result in sanctions being imposed on the Company or
the  manufacturers of its products,  including warning letters,  fines,  product
recalls and seizures.

         COMPETITION.  Management  of the Company  believes  that the  Company's
cold-relief product, which has been clinically proven to reduce the severity and
duration of the common cold symptoms,  offers a significant advantage over other
suppliers in the  over-the-counter  cold remedy market.  Competition consists of
numerous suppliers of cold remedy products.  This market is highly  competitive,
and some companies with which the Company competes are substantially  larger and
have significantly greater resources than the Company. The Company believes that
its ability to compete depends on a number of factors,  including price, product
quality,  availability  and  reliability and name  recognition.  There can be no
assurance that the Company will be able to compete successfully in the future.

         MANAGING GROWTH. The Company has recently experienced a period of rapid
growth  and  expansion  which  has  placed,  and  could  continue  to  place,  a
significant  strain on the Company's  management,  customer  service and support
operations,   sales  and  administrative  personnel  and  other  resources.  The
Company's  ability to manage its planned growth requires the Company to continue
to expand its operating,  management,  information and financial systems, all of
which may increase its operating  expenses.  If the Company fails to achieve its
growth as planned or is unsuccessful in managing its anticipated  growth,  there
could be a material  adverse effect on the Company.  In addition,  the loss of a
significant  customer or a number of customers,  or a  significant  reduction in
purchase volume by or financial  difficulty of such  customers,  for any reason,
could have a material adverse effect on the Company.

         DEPENDENCE ON KEY PERSONNEL.  The Company's  future success  depends in
large part on the continued  service of its key personnel.  In  particular,  the
loss of the services of Guy Quigley,  its Chairman of the Board,  President  and
Chief Executive  Officer could have a material  adverse effect on the operations
of the Company.  The Company has an employment  agreement with Mr. Quigley which
expires on May 31, 2005. The Company's future success and growth also depends on
its  ability to  continue  to  attract,  motivate  and retain  highly  qualified
employees.  There can be no assurance  that the Company will be able to attract,
motivate and retain such persons.

                                       -5-
DEPENDENCE ON THIRD-PARTY  MANUFACTURING AND SUPPLIER. The Company does
not  own or  lease  any  manufacturing  facilities,  does  not  manufacture  the
Cold-Eeze(R)  product or any of its  ingredients,  and purchases all ingredients
from a single  unaffiliated  supplier.  The Company has entered  into a contract
with a single  manufacturer to supply its zinc gluconate  products.  Should this
relationship terminate, the Company believes that the contingency plans which it
has formulated  would prevent such  termination  from  materially  affecting the
Company's operations.  Any such termination may, however,  result in a temporary
delay in production until a replacement  facility with available production time
is located. In addition,  the terms on which suppliers and manufacturers will be
available could have a material effect on the success of the Company.

         UNCERTAINTY  OF  PATENT   PROTECTION;   UNCERTAINTY  OF  PROTECTION  OF
PROPRIETARY  TECHNOLOGY.  The strength of the Company's patent position may play
an  important  role in its  long-term  success.  The Company  currently  owns no
patents.  However,  the  Company has been  granted an  exclusive  agreement  for
worldwide representation,  manufacturing, marketing and distribution rights to a
zinc/gluconate/glycine  lozenge  formulation  developed by Dr. John C.  Godfrey,
Ph.D. The  zinc/gluconate/glycine  lozenge formulation  developed by Dr. John C.
Godfrey,  Ph.D has been patented in the United States,  Germany,  France, Italy,
Sweden,  Canada and Great Britain and a patent is pending in Japan.  The Company
also has an exclusive  license from George Eby Research for a United  States use
patent for zinc gluconate.  There can be no assurance that these patents will be
effective  to protect the  Company's  product  from  duplication  by others.  In
addition,  there can be no assurance  that the Company or the patent holder will
be able to afford  the  expense  of any  litigation  which may be  necessary  to
enforce its rights under any patent.  Moreover,  although  the Company  believes
that its product does not and will not infringe  upon the patents or violate the
proprietary rights of others, it is possible that such infringement or violation
has or may occur.  In the event that the  Company's  product  is  determined  to
infringe upon the patents or proprietary  rights of others, the Company could be
required  to  modify  its  product  or  obtain  an  additional  license  for the
manufacture and/or sale of the product,  or could be prohibited from selling the
product.  There can be no assurance that, in such an event, the Company would be
able to do so in a timely manner,  upon acceptable  terms and conditions,  or at
all, and the failure to do any of the  foregoing  could have a material  adverse
effect upon the Company. Furthermore, there can be no assurance that the Company
or the patent  holders will have the financial or other  resources  necessary to
enforce or defend a patent  infringement or proprietary rights violation action.
In addition,  if the Company's product is deemed to infringe upon the patents or
proprietary rights of others,  the Company could,  under certain  circumstances,
become liable for damages,  which could also have a material  adverse  effect on
the Company.

                                       -6-
The   Company   also   relies   substantially   upon  its   proprietary
technologies, utilizing non-disclosure agreements with its employees, suppliers,
consultants  and  customers  to  establish  and protect the ideas,  concepts and
documentation of its proprietary technology and know-how. Such methods, however,
may not afford  complete  protection,  and there can be no assurance  that third
parties will not  independently  develop such  know-how or obtain  access to the
Company's  know-how,  ideas,  concepts  and  documentation,  which  could have a
material adverse effect on the Company.

         SEASONALITY OF BUSINESS;  QUARTERLY FLUCTUATIONS. A substantial portion
of the Company's business is highly seasonal,  causing significant variations in
operating results from quarter to quarter. The consumer market for the Company's
cold-relief products tends to be highly seasonal. It is anticipated that a major
portion of the  Company's  revenues  will come in the first and fourth  quarters
since the  primary  cold  season  is from  September  to March.  There can be no
assurance that the Company can maintain  sufficient  flexibility with respect to
its working capital needs and its ability to manufacture  products to be able to
minimize the adverse  effects of an  unanticipated  shortfall in or greater than
expected demand for its products.  Failure to predict  accurately and respond to
consumer demand may cause the Company to produce excess  inventory.  Conversely,
if the product  achieves greater success than anticipated for any given quarter,
the Company may not have sufficient inventory to meet customer demand.

         POTENTIAL PRODUCT LIABILITY EXPOSURE. The Company's business exposes it
to an inherent risk of potential product liability claims,  including claims for
serious bodily injury or death,  which could lead to substantial  damage awards.
The Company currently maintains product liability and excess liability insurance
in the amount of and with a maximum  payout of $61 million.  A successful  claim
brought against the Company in excess of, or outside of, its insurance  coverage
could have a material adverse effect on the Company's  results of operations and
financial  condition.  Claims against the Company,  regardless of their merit or
eventual outcome, may also have a material adverse effect on the consumer demand
for the Company's products.

         CONTROL BY  PRINCIPAL  STOCKHOLDER.  Guy  Quigley,  the Chairman of the
Board and  President of the Company,  through his  beneficial  ownership has the
power to vote approximately 26.4% of the Common Stock. Mr. Quigley and the other
executive  officers and directors of the Company  collectively  beneficially own
approximately  39.0% of the Company's Stock.  These individuals have significant
influence  over  the  outcome  of all  matters  submitted  to  stockholders  for
approval,  including election of directors of the Company, thereby enabling them
to control all major decisions of the Company.  In addition,  such concentration
of  ownership  may have the  effect of  preventing  a change of  control  of the
Company.

                                       -7-
VOLATILITY  OF THE COMPANY'S  COMMON STOCK PRICES.  The market price of
the Company's  Common Stock has  experienced  significant  volatility,  with per
share bids ranging from a low of approximately  $6.25 to a high of approximately
$23.00  (after  giving  effect to a 2 for 1 stock  split) over the twelve  month
period  from August 1, 1997 to July 31,  1998.  Announcements  of  technological
innovations  for new  commercial  products  of the  Company or its  competitors,
developments  concerning propriety rights or governmental  regulation or general
conditions  in the  market for the  Company's  cold-relief  products  may have a
significant  effect on the  Company's  business  and on the market  price of the
Company's  securities.  Sales of a  substantial  number of  shares  by  existing
security  holders  could also have an adverse  effect on the market price of the
Company's  securities.  In  particular,  the  Company  believes  that its recent
authorization  to repurchase up to 750,000  shares of its currently  outstanding
Common  Stock  may  cause  increased  volatility  of  its  stock  price  in  the
short-term.

         SHARES ELIGIBLE FOR FUTURE SALE. The sale, or availability for sale, of
substantial amounts of Common Stock in the public market pursuant to Rule 144 or
otherwise could adversely  affect the market price of the Common Stock and could
impair the Company's ability to raise additional capital through the sale of its
equity securities.

         NO CASH  DIVIDENDS.  The  Company  has not paid cash  dividends  on its
Common  Stock  since its  inception.  The  Company  currently  intends to retain
earnings,  if any, for use in the business  and does not  anticipate  paying any
dividends to its stockholders.

         RIGHTS OF COMMON STOCK  SUBORDINATE TO PREFERRED STOCK. The Articles of
Incorporation  of the Company  authorizes the issuance of a maximum of 1,000,000
shares of  preferred  stock,  par value $.001 per share.  No shares of preferred
stock are currently outstanding.  If shares of preferred stock are issued in the
future,  the terms of a series of  preferred  stock may be set by the  Company's
Board of  Directors  without  approval by the holders of the Common Stock of the
Company. Such terms could include, among others, preferences as to dividends and
distributions on liquidation as well as separate class voting rights. The rights
of the  holders of the  Company's  Common  Stock will be subject  to, and may be
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future.

         BARRIERS TO  TAKEOVER.  The  Company's  Articles of  Incorporation  and
By-Laws contain certain  provisions  which may deter,  discourage,  or make more
difficult  the  assumption of control of the Company by another  corporation  or
person through a tender offer,  merger,  proxy contest or similar transaction or
series of transactions.  These  provisions  include an unusually large number of
authorized common shares  (50,000,000) and the prohibition of cumulative voting.
In addition, the future issuance of preferred stock by the Company

                                       -8-
could have the effect of making it more  difficult for a third party to acquire,
or of discouraging a third party from  acquiring,  a majority of the outstanding
voting stock of the Company.  The overall  effect of these  provisions may be to
deter a future  tender offer or other  takeover  attempt that some  stockholders
might view to be in their best  interest  as the offer  might  include a premium
over the market price of the  Company's  capital stock at the time. In addition,
these  provisions  may  have the  effect  of  assisting  the  Company's  current
management in retaining its position and place it in a better position to resist
changes which some  stockholders  may want it to make if  dissatisfied  with the
conduct of the Company's business.

         LIMITATIONS  ON LIABILITY OF DIRECTORS AND OFFICERS.  Section 78.751 of
the Nevada General  Corporation Law ("NGCL") allows the Company to indemnify any
person who is or was made a party to, or is or was threatened to be made a party
to, any pending,  completed,  or threatened action, suit or proceeding by reason
of the fact that he or she is or was a director,  officer,  employee or agent of
the  Company or is or was  serving at the  request of the Company as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other  enterprise.  The NGCL  permits the  Company to advance  expenses to an
indemnified party in connection with defending any such proceeding, upon receipt
of an undertaking by the indemnified party to repay those amounts if it is later
determined that the party is not entitled to indemnification.

         The  foregoing  provisions  may reduce  the  likelihood  of  derivative
litigation  against directors and officers and discourage or deter  stockholders
from suing  directors  or officers  for breaches of their duties to the Company,
even though such an action,  if successful,  might otherwise benefit the Company
and its stockholders.  In addition, to the extent that the Company expends funds
to indemnify  directors and officers,  funds will be unavailable for operational
purposes.

                                       -9-
THE COMPANY

         The Quigley  Corporation (the "Company") is a Nevada  corporation which
was  organized on August 24, 1989 and commenced  business  operations in October
1989.

         The Company's  initial business was the marketing and distribution of a
line of nutritious health supplements  called  Nutri-Bars.  Since June 1996, the
Company  has   concentrated   its  business   operations   exclusively   on  the
manufacturing,  marketing and  development of its proprietary  Cold-Eeze(R)  and
Cold-Eezer  Plus cold- remedy  lozenge  products and on  development  of various
product extensions.  The Company's lozenge products are based upon a proprietary
zinc  gluconate  glycine  formula,  which in a clinical  study  conducted by The
Cleveland  Clinic,  has been shown to reduce the  severity  and  duration of the
common cold symptoms. The Quigley Corporation acquired world-wide  manufacturing
and  distribution  rights to this  formulation in 1992 from Dr. John Godfrey and
commenced  national  marketing  in 1996.  The Company  markets its  Cold-Eeze(R)
products through manufacturer's  representatives,  network marketing, commercial
dealerships  and other sources of marketing and promotion  including  television
direct marketing.  Since its inception,  the Company has conducted  research and
development   into  various  types  of   health-related   food  supplements  and
homeopathic cold remedies.

         The Company's principal office is located at the Landmark Building,  10
South Clinton Street,  Doylestown,  PA (and its  alternative  mailing address is
P.O. Box 1349, Doylestown, PA 18901). The telephone number is (215) 345-0919.

                                 USE OF PROCEEDS

         This Prospectus relates to the reoffer and resale of Shares issuable to
the Selling Stockholders pursuant to the Stock Option Plan. The Company will not
receive  any of  the  proceeds  from  the  sale  of the  Shares  by the  Selling
Stockholders.  The  Company  may,  however,  receive the  exercise  price of the
options held by the Selling Stockholders,  if and when exercised.  Such proceeds
will be used by the Company for working capital and other corporate purposes.

                          TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for the Common Stock is American Stock
Transfer and Trust Company, New York, New York.

                                      -10-
SELLING STOCKHOLDERS

         This  Prospectus   relates  to  the  offer  and  sale  by  the  Selling
Stockholders of up to 1,500,000 Shares issued under the Stock Option Plan to the
Selling Stockholders.  This Prospectus also relates to such indeterminate number
of  additional  shares of  Common  stock  that may be  acquired  by the  Selling
Stockholders  as a result of the  antidilution  provisions  of the Stock  Option
Plan. To the extent required,  additional  information regarding the identity of
the Selling  Stockholders and certain other information  relating to the Selling
Stockholders will be provided by supplement to this Prospectus.

         The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling  Stockholder prior to the Offering,  (ii) the
number of Shares  of Common  Stock  being  offered  for  resale by each  Selling
Stockholder  and (iii) the number and  percentage of shares of Common Stock that
each Selling Stockholder will beneficially own after completion of the Offering.
Except as set forth below,  none of the Selling  Stockholders has had a material
relationship with the Company during the past three years.
No. of Shares
                                          of Common Stock          No. of
                                         Beneficially Owned        Shares            Shares Beneficially Owned    
       NAME                              Prior to Offering       OFFERED (1)              After Offering (2)      
------------------                     ----------------------    -----------    ----------------------------------
Guy J. Quigley (3)....................        3,921,854(4)           100,000           3,821,854          25.9%

Charles A. Phillips (5)...............        1,592,992(6)           100,000           1,492,992          10.5%

Eric H. Kaytes (7)....................          502,992(8)           100,000             402,992           2.9%

George J. Longo (9) ..................          250,000(10)          125,000             125,000            *

Gurney P. Sloan (11) .................           10,500(12)           10,000                 500            *

Jacqueline F. Lewis (13)..............           10,000(14)           10,000                   0            *

         * Less than 1%.
-----------------

(1)      Consists  solely of Common Stock  issuable to the Selling  Stockholders
         upon the exercise of currently exercisable options.

(2)      Assumes that all Common Stock  offered by the Selling  Stockholders  is
         sold and that no other  shares of  Common  Stock  owned by the  Selling
         Stockholders are sold.

(3)      Mr. Quigley is the Chairman of the Board, President and Chief Executive
         Officer of the Company.

(4)      Includes  815,000  shares of Common Stock  issuable to Mr. Quigley upon
         the exercise of currently  exercisable warrants and options and 800,000
         shares directly owned by Mr. Quigley's wife and son.

(5)      Mr.  Phillips  is the Vice  President,  Chief  Operating  Officer and a
         Director of the Company.

                                      -11-
(6)      Includes  710,000 shares of Common Stock issuable to Mr.  Phillips upon
         the exercise of currently  exercisable  warrants and options and 10,000
         shares directly owned by Mr. Phillip's wife.

(7)      Mr. Kaytes is the Vice President,  Secretary,  Treasurer and a Director
         of the Company.

(8)      Includes 270,000 shares of Common Stock issuable to Mr. Kaytes upon the
         exercise of currently exercisable warrants and options.

(9)      Mr. Longo is the Vice President, Chief Financial Officer and a Director
         of the Company.

(10)     Represents  250,000  shares of Common Stock  issuable to Mr. Longo upon
         the exercise of currently exercisable warrants and options.

(11)     Mr. Sloan is a Director of the Company.

(12)     Includes  10,000 shares of Common Stock  issuable to Mr. Sloan upon the
         exercise of currently exercisable options.

(13)     Ms. Lewis is a Director of the Company.

(14)     Represents 10,000 shares of Common Stock issuable to Ms. Lewis upon the
         exercise of currently exercisable options.

  There is no assurance that the Selling  Stockholders will exercise the options
to purchase  Common Stock from the Company or that any such Selling  Stockholder
will otherwise opt to sell any of the Shares offered hereby.

  The Shares covered by this Prospectus may be sold from time to time so long as
this  Prospectus  remains  in  effect;  provided,   however,  that  the  Selling
Stockholders are first required to contact the Company's  Corporate Secretary to
confirm that this Prospectus is in effect.  The Company intends to distribute to
each Selling  Stockholder  a letter  setting forth the  procedures  whereby such
Selling  Stockholder  may use the  Prospectus  to sell the shares and under what
conditions the Prospectus  may not be used. The Selling  Stockholders  expect to
sell the Shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.

  The Selling  Stockholders  and any broker or dealer to or through  whom any of
the Shares are sold may be deemed to be  underwriters  within the meaning of the
Securities Act with respect to the Common Stock offered hereby,  and any profits
realized by the Selling Stockholders or such brokers or dealers may be deemed to
be underwriting commissions.  Brokers' commissions and dealers' discounts, taxes
and other  selling  expenses  to be borne by the  Selling  Stockholders  are not
expected  to  exceed  normal  selling  expenses  for sales  over-the-counter  or
otherwise,  as the  case  may be.  The  registration  of the  Shares  under  the
Securities Act shall not be deemed an admission by the Selling  Stockholders  or
the Company that the Selling  Stockholders  are underwriters for purposes of the
Securities Act of any Shares offered under this Prospectus.

                                      -12-
PLAN OF DISTRIBUTION

  This Prospectus  covers the resale of up to 1,500,000  Shares of the Company's
Common Stock issuable under the Stock Option Plan. The Selling  Stockholders may
sell the Shares offered hereby from time to time in  transactions on one or more
exchanges,  in the  over-the-counter  market, in negotiated  transactions,  or a
combination  of such methods of sale,  at fixed prices which may be changed,  at
market prices  prevailing at the time of sale, at prices  relating to prevailing
market prices or at negotiated prices and terms.

  From time to time the Selling Stockholders may pledge their Shares pursuant to
the margin provisions of customer agreements with their respective brokers. Upon
a default  by the  Selling  Stockholders,  such  brokers  may offer and sell the
pledged Shares.

  This  Prospectus also may be used,  with the Company's  consent,  by donees or
other transferees of the Selling Stockholders, or by other persons acquiring the
Common Stock under  circumstances  requiring or making desirable the use of this
Prospectus for the offer and sale of such shares.

  Such  transactions  may be  effected  by  selling  the  Shares  to or  through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Stockholders and/or the
purchasers  of the Shares for whom such  broker-dealers  may act as agents or to
whom they sell as  principals,  or both (which  compensation  as to a particular
broker-dealer  might be in excess of the  customary  commissions).  The  Selling
Stockholders   and  any   broker-dealers   that  participate  with  the  Selling
Stockholders   in  the   distribution   of  the  Shares  may  be  deemed  to  be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions  received  by them and any profit on the resale of the Shares may be
deemed to be underwriting commissions or discounts under the Securities Act. The
Selling  Stockholders  will pay any transaction  costs associated with effecting
any sales that occur.

  Any  broker-dealer  acquiring  Common  Stock  offered  hereby  may  sell  such
securities either directly, in its normal market-making  activities,  through or
to other  brokers on a principal or agency basis or to its  customers.  Any such
sales may be at prices  then  prevailing  on Nasdaq,  at prices  related to such
prevailing market prices or at negotiated prices and terms to its customers or a
combination of such methods. In addition and without limiting the foregoing, the
Selling  Stockholders will be subject to applicable  provisions of Regulation M,
which may limit the timing of the  purchases and sales of shares of Common Stock
by the Selling Stockholders.

                                      -13-
In addition,  any Shares  covered by this  Prospectus  which  qualify for sale
pursuant  to Rule  144  may be  sold  under  Rule  144  instead  of  under  this
Prospectus.

  The  Company  has  agreed  to  pay  all  fees  and  expenses  incident  to the
registration of the Shares,  except selling commissions and fees and expenses of
counsel or any other  professionals  or other  advisors,  if any, to the Selling
Stockholders.

                                  LEGAL MATTERS

  Certain legal matters in  connection  with the issuance of the Shares  offered
hereby have been passed upon for the Company by Messrs.  Olshan Grundman Frome &
Rosenzweig LLP, New York, New York.

                                     EXPERTS

  The financial  statements as of September 30, 1996 and December 31, 1996,  for
the year ended  September 30, 1996 and for the interim period ended December 31,
1996,  incorporated  by  reference  in this  prospectus  and  elsewhere  in this
Registration Statement have been audited by Nachum Blumenfrucht CPA, independent
public  accountant,  as indicated in his report with  respect  thereto,  and are
included herein in reliance upon the authority of Mr.  Blumenfrucht as an expert
in giving said report.

  The financial  statements of The Quigley Corporation included in the report on
Form 10-KSB of the Company for the fiscal year ended  December 31, 1997 referred
to above have been audited by PricewaterhouseCoopers LLP, successor to Coopers &
Lybrand  L.L.P.,  independent  accountants,  as set forth in their  report dated
February 20, 1998, accompanying such financial statements,  and are incorporated
herein by  reference in reliance  upon the report of such firm,  which report is
given upon their authority as experts in accounting and auditing.

  Any financial statements and schedules  hereinafter  incorporated by reference
in the  registration  statement of which this  prospectus is part that have been
audited  and are  subject  of a report  by  independent  accountants  will be so
incorporated  by reference in reliance  upon such reports and upon the authority
of such firms as experts in  accounting  and  auditing to the extent  covered by
consents filed with the Commission.

                              CHANGE OF ACCOUNTANTS

  On January 29, 1997, the Company determined to change accountants to Coopers &
Lybrand L.L.P. The Company's prior auditor,  Nachum  Blumenfrucht,  CPA resigned
and on the same date, the Company  engaged Coopers & Lybrand,  L.L.P.,  to audit
its financial statements. The decision to change accountants was made

                                      -14-
with the approval of the  Company's  Board of Directors  and was a result of the
dramatic  expansion  of business  operations  since the close of the fiscal year
ended September 30, 1996 and the interim period ended December 31, 1996.

  The Company  believes,  and has been  advised by Nachum  Blumenfrucht  that he
concurs in such belief,  that, the Company and Mr. Blumenfrucht did not have any
disagreement  on any matter of accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure, which disagreement,  if not
resolved to the satisfaction of Mr. Blumenfrucht,  would have caused him to make
reference in connection with his report on the Company's financial statements to
the subject matter of the disagreement.

  No report of Mr. Blumenfrucht on the Company's financial statements for either
of the past two fiscal years  contained  an adverse  opinion,  a  disclaimer  or
opinion or a  qualification  (other than a going concern  qualification)  or was
modified as to uncertainty,  audit scope or accounting  principles.  During such
fiscal  periods,  there were no  "reportable  events" within the meaning of Item
304(a)(1) of Regulation S-K promulgated under the Securities Act.

                             ADDITIONAL INFORMATION

  The Company has also filed with the  Commission  a  Registration  Statement on
Form S-8 (together with all amendments and exhibits  thereto,  the "Registration
Statement")  under the Securities Act with respect to the Shares offered hereby.
This  Prospectus  does  not  contain  all of the  information  set  forth in the
Registration  Statement,  certain parts of which are omitted in accordance  with
the rules and regulations of the Commission. For further information,  reference
is made to the Registration  Statement.  Statements contained in this Prospectus
as to the  contents  of any  contract  or  other  document  are not  necessarily
complete,  and in each instance,  reference is made to the copy of such contract
or  document  filed as an  exhibit  to the  Registration  Statement,  each  such
statement being qualified in all respects by such reference.

                                      -15-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  filed  by  The  Quigley   Corporation  (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997.

         2. The Company's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998.

         3. The Company's Current Report on Form 8-K dated January 9, 1998.

         4. The description of the Company's Common Stock, $.0005 par value (the
"Common  Stock"),  in the  Company's  Registration  Statement  on Form 8-A filed
October 25, 1996.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  after the
effective  date of this  registration  statement  and  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference into this Prospectus will be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained in this Prospectus or any other subsequently filed document which also
is, or is deemed to be,  incorporated by reference into this Prospectus modifies
or supersedes that statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                      II-1
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

  The Company's By-laws authorize  indemnification  of directors and officers as
follows:

               ARTICLE V - INDEMNIFICATION OF OFFICERS, DIRECTORS,
                              EMPLOYEES AND AGENTS

  Section 1. The corporation shall indemnify any person who was or is a party or
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than action by or in the right of the  corporation) by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

  Section 2. No officer,  director or shareholder may become surety on behalf of
the corporation for any of its obligations under any circumstances whatsoever.

  See Item 9(e) below for  information  regarding the position of the Commission
with respect to the effect of any  indemnification for liabilities arising under
the Securities Act of 1933, as amended.

  Section 78.751 of the Nevada General Corporation Law provides as follows:

         "(1) A corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened,  pending or completed action,
  suit or proceeding, whether civil, criminal,  administrative or investigative,
  except an action by or in the right of the corporation,  by reason of the fact
  that he is or was a director,  officer,  employee or agent of the corporation,
  or is or was serving at

                                      II-2
the request of the  corporation as a director,  officer,  employee or agent of
  another corporation,  partnership,  joint venture,  trust or other enterprise,
  against expenses, including attorneys' fees, judgments, fines and amounts paid
  in settlement  actually and reasonably  incurred by him in connection with the
  action,  suit or proceeding if he acted in good faith and in a manner which he
  reasonably  believed  to be in or not  opposed  to the best  interests  of the
  corporation,  and, with respect to any criminal  action or proceeding,  had no
  reasonable  cause to believe his conduct was unlawful.  The termination of any
  action, suit or proceeding by judgment, order, settlement,  conviction or upon
  a plea of NOLO  CONTENDERE or its  equivalent,  does not, of itself,  create a
  presumption that the person did not act in good faith and in a manner which he
  reasonably  believed  to be in or not  opposed  to the best  interests  of the
  corporation,  and that, with respect to any criminal action or proceeding,  he
  had reasonable cause to believe that his conduct was unlawful.

         (2) A corporation  may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened,  pending or completed  action
  or suit by or in the right of the  corporation  to procure a  judgment  in its
  favor by reason of the fact that he is or was a director, officer, employee or
  agent  of  the  corporation,  or is or  was  serving  at  the  request  of the
  corporation as a director,  officer, employee or agent of another corporation,
  partnership,  joint  venture,  trust or  other  enterprise  against  expenses,
  including  amounts  paid  in  settlement  and  attorneys'  fees  actually  and
  reasonably incurred by him in connection with the defense or settlement of the
  action or suit if he acted in good faith and in a manner  which he  reasonably
  believed to be in or not  opposed to the best  interests  of the  corporation.
  Indemnification  may not be made for any  claim,  issue or  matter as to which
  such a person has been  adjudged by a court of competent  jurisdiction,  after
  exhaustion of all appeals  therefrom,  to be liable to the  corporation or for
  amounts paid in settlement to the  corporation,  unless and only to the extent
  that the  court in which  the  action or suit was  brought  or other  court of
  competent  jurisdiction  determines upon  application  that in view of all the
  circumstances  of the case,  the person is fairly and  reasonably  entitled to
  indemnity for such expenses as the court deems proper.

         (3) To the extent  that a  director,  officer,  employee  or agent of a
  corporation  has been  successful on the merits or otherwise in defense of any
  action,  suit or proceeding  referred to in subsections 1 and 2, or in defense
  of any  claim,  issue  or  matter  therein,  he  must  be  indemnified  by the
  corporation   against  expenses,   including   attorneys'  fees  actually  and
  reasonably incurred by him in connection with the defense.

                                      II-3
(4) Any indemnification  under subsections 1 and 2, unless ordered by a
  court or advanced  pursuant to subsection  5, must be made by the  corporation
  only  as  authorized  in  the  specific   case  upon  a   determination   that
  indemnification of the director,  officer,  employee or agent is proper in the
  circumstances. The determination must be made:

         (a)      By the shareholders;

         (b) By the board of directors by majority  vote of a quorum  consisting
  of directors who were not parties to the act, suit or proceeding;

         (c) If a majority vote of a quorum consisting of directors who were not
  parties to the act, suit or proceeding so orders, by independent legal counsel
  in a written opinion; or

         (d) If a quorum  consisting  of  directors  who were not parties to the
  act, suit or proceeding cannot be obtained,  by independent legal counsel in a
  written opinion.

         (5) The articles of  incorporation,  the bylaws or an agreement made by
  the  corporation  may provide  that the  expenses of  officers  and  directors
  incurred in defending a civil or criminal  action,  suit or proceeding must be
  paid by the  corporation  as they are  incurred  and in  advance  of the final
  disposition of the action, suit or proceeding,  upon receipt of an undertaking
  by or on behalf  of the  director  or  officer  to repay  the  amount if it is
  ultimately  determined  by a court of  competent  jurisdiction  that he is not
  entitled  to be  indemnified  by  the  corporation.  The  provisions  of  this
  subsection  do not affect  any  rights to  advancement  of  expenses  to which
  corporate personnel other than directors or officers may be entitled under any
  contract or otherwise by law.

         (6) The  indemnification  and advancement of expenses  authorized in or
  ordered by a court pursuant to this section:

         (a)  Does not  exclude  any  other  rights  to  which a person  seeking
  indemnification  or advancement of expenses may be entitled under the articles
  of   incorporation   or  any  bylaw,   agreement,   vote  of  shareholders  or
  disinterested  directors  or  otherwise,  for either an action in his official
  capacity or an action in other capacity while holding his office,  except that
  indemnification, unless ordered by a court pursuant to subsection 2 or for the
  advancement  of expenses  made pursuant to subsection 5, may not be made to or
  on behalf of any director or officer if a final adjudication  establishes that
  his acts or  omissions  involved  intentional  misconduct,  fraud or a knowing
  violation of the law and was material to the cause of action.

                                      II-4
(b)  Continues  for a person who has ceased to be a director,  officer,
  employee  or agent and  inures to the  benefit  of the  heirs,  executors  and
  administrators of such a person.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.           EXHIBITS

         EXHIBIT INDEX

      EXHIBIT

        4.1                Specimen Certificate of the Company's Common Stock
                           (incorporated by reference to Exhibit 4.1 of the
                           Company's Form 10-KSB dated April 4, 1997).

      * 5.1                Opinion of Olshan Grundman Frome & Rosenzweig LLP.

      * 10.1               The Quigley Corporation 1997 Stock Option Plan.

      * 23.1               Consent of Nachum Blumenfrucht, independent public
                           accountant.

      * 23.2               Consent of PricewaterhouseCoopers LLP, independent
                           accountants.

      * 23.3               Consent of Olshan Grundman Frome & Rosenzweig LLP
                           (included in Exhibit 5.1).

     *  24.1               Power of Attorney (included on the signature page
                           of this Registration Statement).

--------------------
*        Filed herewith

                                      II-5
ITEM 9.           UNDERTAKINGS

         The undersigned registrant hereby undertakes:

                  a. 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;

                  (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 (i) and (ii) above do not
                  apply  if  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or 15(d) of the  Securities  Exchange  Act of 1934 that are
                  incorporated by reference in the Registration Statement;

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

                  c. 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.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of

                                      II-6
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

                                      II-7
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 Doylestown, State of Pennsylvania, on this 12th day of
August, 1998.

                                        THE QUIGLEY CORPORATION
                                                 (Registrant)

                                        By:  /S/ GUY J. QUIGLEY
                                                 Guy  J. Quigley
                                                 Chief Executive Officer and
                                                 President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Guy J. Quigley and Charles A. Phillips,
and each of them,  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  (including
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,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, 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 may lawfully do or
cause to be done by virtue thereof.

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

    SIGNATURE                    TITLE                              DATE
    ---------                    -----                              ----

/S/ Guy J. Quigley            Chairman of the Board,
---------------------------   President, Chief
Guy J. Quigley                Executive Officer
                              (principal executive
                              officer)                       August 12, 1998

/S/ Charles A. Phillips       Executive Vice
---------------------------   President, Chief
Charles A. Phillips           Operating Officer and
                              Director                       August 12, 1998

/S/ George J. Longo           Vice President, Chief
---------------------------   Financial Officer and
George J. Longo               Director (principal
                              financial and accounting
                              officer)                       August 12, 1998

/S/ Eric H. Kaytes            Vice President,
---------------------------   Secretary, Treasurer,
Eric H. Kaytes                and Director                   August 12, 1998

/S/ Gurney P. Sloan, Jr.      Director                       August 12, 1998
---------------------------
Gurney P. Sloan, Jr.

/S/ Jacqueline F. Lewis                                      August 12, 1998
---------------------------   Director
Jacqueline F. Lewis        

                                   II-8