As filed with the Securities and Exchange Commission on January 10, 1997


                                                       REGISTRATION NO. 333-____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            SIRCO INTERNATIONAL CORP.
             (Exact Name of Registrant as Specified in its Charter)

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

        New York                                               13-2511270
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                             24 Richmond Hill Avenue
                           Stamford, Connecticut 06901
                                 (203) 359-4100
                    (Address of Principal Executive Offices)

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

                            SIRCO INTERNATIONAL CORP.
                             1995 STOCK OPTION PLAN
                            (Full Title of the Plan)
                           --------------------------

                                   Joel Dupre
                Chairman of the Board and Chief Executive Officer
                            Sirco International Corp.
                             24 Richmond Hill Avenue
                           Stamford, Connecticut 06901
                                 (203) 359-4100
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

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

                                    Copy To:

                              Eric M. Hellige, Esq.
                         Pryor, Cashman, Sherman & Flynn
                                 410 Park Avenue
                            New York, New York 10022
                                 (212) 421-4100
<PAGE>
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                               
                                                                                  Maximum              
                                                                                 Proposed     
                                                       Proposed Maximum          Aggregate         Amount of
Title of Securities             Amount to be              Offering               Offering         Registration
  to be Registered              Registered (1)         Price Per Share(2)         Price(2)           Fee
  ----------------              --------------         ------------------         --------           ---
<S>                                <C>                      <C>                   <C>               <C> 
   Common Stock,                   200,000                   $4-13/16             $962,500          $292,000             
   $.10 par value
</TABLE>


(1) All of the  securities  registered  hereunder  are issuable  under the Sirco
International  Corp.  1995 Stock Option  Plan,  as amended  (the  "Plan").  This
Registration  Statement also includes  200,000 shares of Common Stock, par value
$.10 per share (the "Common Stock"), of Sirco International Corp. (together with
its  subsidiaries,  the  "Company").  A  registration  fee of $151 was paid with
respect to these shares with the filing of the Company's  Registration Statement
on Form S-8,  Registratation No. 333-637, filed with the Securities and Exchange
Commission  (the  "Commission")  on February 1,  1996.  Pursuant to Rule 416, an
indeterminate number of shares of Common Stock that may become issuable pursuant
to antidilution provisions of the Plan are also being registered.

(2)  Pursuant to Rule 457(h),  the offering  price for these shares is estimated
solely for the purpose of determining  the  registration  fee and represents the
average of the high and low prices per share of the Common  Stock as reported by
Nasdaq for trading on January 8, 1997.
<PAGE>
                                EXPLANATORY NOTE



         Pursuant to General Instruction E of Form S-8 under the Securities Act,
this Registration Statement incorporates by reference the Company's Registration
Statement on Form S-8,  Registration  No. 333-637,  filed with the Commission on
February 1st, 1996.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Commission by the Registrant  (File No. 0-4465) are incorporated by reference in
this Registration Statement:

         (1)  Registrant's  Annual Report on Form 10-K for the fiscal year ended
November 30, 1995, as amended.

         (2) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration Statement filed under the Securities Exchange Act, as
amended.

         (3)  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
February 28, 1996, as amended.

         (4)  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
May 31, 1996.

         (5)  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
August 31, 1996.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 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 the securities  offered have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference in this  Registration  Statement and be a
part hereof from the date of filing of such documents.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein  or in any  document  which is or is  deemed  to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

         The authorized  capital stock of the Registrant  consists of 10,000,000
shares of Common  Stock,  par value  $.10 per  share,  and  1,000,000  shares of
preferred stock, par value $.10 per share (the "Preferred  Stock").  At December
31,  1996,  1,309,700  shares of Common  Stock were issued and  outstanding;  no
shares of Preferred Stock are outstanding as of the date hereof.
<PAGE>
         Each  outstanding  share of Common Stock will entitle the holder to one
vote on all matters  presented to shareholders for a vote.  Holders of shares of
Common Stock will have no preemptive,  subscription  or conversion  rights.  All
shares of Common Stock to be  outstanding  following  this offering will be duly
authorized,  fully paid,  and  nonassessable.  Distributions  may be paid to the
holders of shares of Common Stock if and when declared by the Board of Directors
of the Registrant out of funds legally  available  therefor.  The Registrant has
not declared any cash dividends  during the past fiscal year with respect to its
Common Stock.  The  declaration  by the  Registrant of any cash dividends in the
future will depend upon the determination of the Registrant's Board of Directors
as to whether, in light of the Registrant's earnings,  financial position,  cash
requirements  and  other  relevant  factors  existing  at the time,  it  appears
advisable to do so.

         If the Registrant is liquidated, subject to the right of any holders of
Preferred Stock to receive preferential distribution,  each outstanding share of
Common Stock will be entitled to  participate  pro rata in the assets  remaining
after payment of, or adequate  provision for, all known debts and liabilities of
the Registrant.

         The holders of a majority  of the  outstanding  shares of Common  Stock
constitute  a  quorum  at any  meeting  of the  shareholders.  Directors  of the
Registrant  are  elected  by a  plurality  of the  votes  cast at a  meeting  of
shareholders.   The  Common  Stock  does  not  have  cumulative  voting  rights;
therefore,  the holders of a majority of the outstanding  shares of Common Stock
can elect all directors of the Registrant. In general,  shareholder action other
than the election of  directors  must be  authorized  by a majority of the votes
cast at a meeting of shareholders.  However, the Business Corporation Law of the
State of New York (the "BCL") provides that certain extraordinary  matters, such
as  a  merger  or  consolidation  in  which  the  Registrant  is  a  constituent
corporation,  a sale or other  disposition  of all or  substantially  all of the
Registrant's assets, and the dissolution of the Registrant,  require the vote of
the holders of two-thirds of all outstanding  voting shares.  Most amendments to
the Registrant's Certificate of Incorporation require the vote of the holders of
a majority of all outstanding voting shares.

         Under the Registrant's Certificate of Incorporation, as amended, shares
of  Preferred  Stock  can be issued  from time to time in one or more  series as
determined  by the Board of  Directors.  The Board of Directors is authorized to
fix by resolution as to any series the  designation  and number of shares of the
series, the voting rights, the dividend rights, the redemption price, the amount
payable upon liquidation or dissolution,  the conversion  rights,  and any other
designations,  preferences or special rights or restrictions as may be permitted
by law.  Unless  the  nature of a  particular  transaction  and the rules of law
applicable  thereto  require  such  approval,  the  Board of  Directors  has the
authority to issue these shares of Preferred Stock without shareholder approval.
The Registrant has no present plans, arrangements, commitments or understandings
regarding the issuance of any shares of Preferred Stock.

         The Board of Directors is able to issue  authorized and unissued shares
of one or more new  series of  Preferred  stock  with such  voting,  conversion,
liquidation,  redemption  and other rights as the Board  determines  in its sole
discretion  without  further  shareholder  action.  Any  issuance  of  shares of
Preferred  Stock could have the effect of diluting  the  earnings  per share and
book value of existing  shares of Common  Stock.  Because the Board of Directors
has the  authority  to fix the  voting  rights to be  accorded  to any series of
<PAGE>
Preferred  Stock, the holders of shares of a new series of Preferred Stock could
be entitled to vote  separately  as a class in  connection  with the approval of
certain extraordinary corporate transactions in circumstances where New York law
does not require such class vote, or might be given a  disproportionately  large
number of votes.  The issuance of shares of Preferred Stock could also result in
a class of  securities  outstanding  that would have  certain  preferences  (for
example,  with  respect to  dividends or  liquidation),  or would enjoy  certain
voting rights in addition, to those of the Common Stock.

         Although the Registrant currently has no such intention, authorized but
unissued shares of Preferred Stock could be used to make more difficult a change
in control of the  Registrant.  Any issuance of shares of Preferred  Stock could
dilute the stock ownership of persons seeking to gain control of the Registrant.
Shares of a new series of Preferred Stock could also be convertible into a large
number of shares of Common  Stock or have  other  terms  which  might  make more
difficult or costly the acquisition of a controlling interest in the Registrant.
Under  certain  circumstances,  such  shares  could  be  used to  create  voting
impediments or to frustrate persons attempting to effect a takeover or otherwise
gain  control of the  Registrant.  Such shares  could be  privately  placed with
purchasers  who might  side with the Board of  Directors  in  opposing a hostile
takeover bid. In addition,  the Board of Directors could authorize  holders of a
series of  Preferred  Stock to vote as a class,  either  separately  or with the
holders of the Common  Stock,  on any merger,  sale or exchange of assets by the
Registrant or any other extraordinary corporate transactions. The ability of the
Board of Directors to take such actions  might be considered as having an effect
of  discouraging  any attempt by another person or entity to acquire  control of
the Registrant.

         The registrar and transfer agent for the  Registrant's  Common Stock is
Registrar and Transfer Company.

Item 5. Interests of Named Experts and Counsel.

         Eric M. Hellige,  a director of the  Registrant,  is a member of Pryor,
Cashman, Sherman & Flynn, counsel to the Registrant.

Item 6. Indemnification of Directors and Officers.

         Reference  is  made  to  Sections  721  through  725  of  the  Business
Corporation  Law of the  State of New  York  (the  "BCL"),  which  provides  for
indemnification of directors and officers of New York corporations under certain
circumstances.

         Section  722 of the  BCL  provides  that a  corporation  may  indemnify
directors  and  officers  as well as other  employees  and  individuals  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys'  fees, in connection  with actions or  proceedings,  whether civil or
criminal  (other  than  an  action  by or in the  right  of the  corporation,  a
"derivation  action"),  if  they  acted  in  good  faith  and in a  manner  they
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 their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
<PAGE>
extends  to  amounts  paid in  settlement  and  reasonable  expenses  (including
attorneys'  fees) incurred in connection  with the defense or settlement of such
actions,  and the statute does not apply in respect of a threatened action, or a
pending  action that is settled or otherwise  disposed  of, and  requires  court
approval  before  there  can be any  indemnification  where the  person  seeking
indemnification has been found liable to the corporation. Section 721 of the BCL
provides  that Article 7 of the BCL is not  exclusive  of other  indemnification
that  may  be  granted  by  a   corporation's   certificate  of   incorporation,
disinterested director vote, shareholder vote, agreement or otherwise.

         Article XII of the  Registrant's  by-laws  requires the  Registrant  to
indemnify its officers and directors to the fullest extent  permitted  under the
BCL. Article XII of the  Registrant's  by-laws further provides that no director
of  the  Registrant  shall  be  personally  liable  to  the  Registrant  or  its
shareholders  for monetary  damages for breach of fiduciary  duty as a director,
except  that no  indemnification  shall be made in respect  of (1) a  threatened
action,  or a pending  action which is settled or otherwise  disposed of, or (2)
any claim,  issue or matter as to which such person shall have been  adjudged to
be liable to the  Registrant  unless  and only to the  extent  that the court in
which such action or suit was brought or, if no action was brought, any court of
competent  jurisdiction  determines  upon  application  that, in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  portion of the  settlement  and expenses as the court deems
proper.

         Section 402(b) of the BCL provides that a corporation's  certificate of
incorporation  may include a provision  that  eliminates  or limits the personal
liability of the corporation's  directors to the corporation or its shareholders
for damages for any breach of a director's  duty,  provided that such  provision
does not  eliminate or limit (1) the  liability of any director if a judgment or
other final adjudication adverse to the director establishes that the director's
acts or  omissions  were in bad faith or involved  intentional  misconduct  or a
knowing  violation  of law or that the  director  personally  gained a financial
profit or other advantage to which the director was not legally entitled or that
the director's acts violated Section 719 of the BCL, or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the BCL. Article Sixth of the  Registrant's  Certificate of
Incorporation,  as amended, provides that no director of the Registrant shall be
liable to the  Registrant  or its  shareholders  for any  breach of duty in such
capacity except as provided in Section 402(b) of the BCL.

         Any  amendment  to  or  repeal  of  the  Registrant's   Certificate  of
Incorporation or by-laws shall not adversely affect any right or protection of a
director  or  officer  of the  Registrant  for or with  respect  to any  acts or
omissions  of such  director or officer  occurring  prior to such  amendment  or
repeal.

         The  Registrant  maintains  directors  and  officers  insurance  which,
subject to  certain  exclusions,  insures  the  directors  and  officers  of the
Registrant  against  certain  losses which arise out of any neglect or breach of
duty (including, but not limited to, any error,  misstatement, act, or omission)
by the directors or officers in the  discharge of their duties,  and insures the
Registrant  against amounts which it has paid or may become  obligated to pay as
indemnification to its directors and/or officers to cover such losses.

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
Registrant  pursuant to the foregoing,  the Registrant has been informed that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act and is therefore unenforceable.
<PAGE>
Item 7. Exemption from Registration Claimed.

         Not applicable


Item 8. Exhibits.

Exhibit No.                         Description
-----------                         -----------
    5.1                             Opinion of Pryor, Cashman, Sherman & Flynn
    23.1                            Consent of Nussbaum Yates & Wolpow, P.C.   
    23.2                            Consent of Pryor, Cashman, Sherman &
                                    Flynn (included as part of Exhibit 5.1)
    23.3                            Consent of Ernst & Young LLP
    23.4                            Consent of Deloitte & Touche
    24                              Powers of Attorney (included in the
                                      signature page of this Registration
                                      Statement)

Item 9. Undertakings.

         (a) The undersigned Registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i) To include any prospectus  required by Section  10(a)(3) of
the Securities Act;

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

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

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

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

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant  to the  provisions  described  in  Item 6 of  this
Registration  Statement,  or otherwise,  the Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
                                EXPLANATORY NOTE


         This Registration  Statement includes or is deemed to include two forms
of  prospectuses:  one to be  sent  or  given  to  participants  (the  "Employee
Prospectus") in the Plan pursuant to Part I of Form S-8 and Rule 428(b)(1) under
the Securities Act, and one to be used in connection  with certain  reoffers and
resales (the "Resale  Prospectus")  of shares of Common Stock by participants in
the Plan as  contemplated by Instruction C to Form S-8 under the Securities Act.
The  form of  Employee  Prospectus  has  been  omitted  from  this  Registration
Statement as permitted by Part I of Form S-8. The form of Resale  Prospectus  is
included herein immediately following this page.
<PAGE>
PROSPECTUS


                         SIRCO INTERNATIONAL CORPORATION

                         400,000 Shares of Common Stock
                           (par value $.10 per share)

         This  Prospectus  relates to 400,000 shares of common stock,  par value
$.10 per share (the "Common Stock"),  of Sirco  International  Corp., a New York
corporation  (together  with  its  subsidiaries  the  "Company"),  which  may be
reoffered  and sold  from  time to time by the  selling  shareholders  described
herein (the "Selling Shareholders").  The shares of Common Stock are issuable to
the Selling  Shareholders  pursuant to options (the "Options") granted and to be
granted  pursuant to the Sirco  International  Corp.  1995 Stock Option Plan, as
amended (the "Plan").  If Options are granted to Selling  Shareholders after the
date  of this  Prospectus,  the  Company  intends  to  distribute  a  Prospectus
Supplement as required by Rule 424(b) of the  Securities  Act.  Such  Prospectus
Supplement  will  disclose  the names of the Selling  Shareholders  to whom such
Options  were  granted and the number of shares of Common  Stock to be reoffered
and sold by them.

         The Company will not receive any of the  proceeds  from the sale of the
shares of Common Stock by the Selling Shareholders. All expenses of registration
incurred in connection  with this  offering are being borne by the Company.  All
selling and other expenses  incurred by the Selling  Shareholders  in connection
with  the sale of the  shares  of  Common  Stock  will be  borne by the  Selling
Shareholders.  The Company is not aware of any  underwriting  arrangements  with
respect  to the  sale  of any of the  shares  of  Common  Stock  by the  Selling
Shareholders.

         The shares of Common  Stock may be offered by or for the account of the
Selling  Shareholders from time to time in transactions in the  over-the-counter
market,  or on any stock  exchange  on which the  shares of Common  Stock may be
listed at the time of sale, in negotiated transactions, or through 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  related to such  prevailing  market
prices, or at negotiated prices. See "Plan of Distribution."

         The Selling  Shareholders  may effect such  transactions by selling the
shares of Common Stock to or through broker-dealers who may receive compensation
in  the  form  of  discounts,  concessions,  or  commissions  from  the  Selling
Shareholders  and/or  the  purchasers  of the  shares  of  Common  Stock  (which
compensation  as to a particular  broker-dealer  might be in excess of customary
commissions).  Any broker-dealer acquiring shares of Common Stock from a Selling
Shareholder may sell such shares in its normal market making activities, through
other brokers on a principal or agency basis,  in  negotiated  transactions,  or
through a combination of such methods.  See "Selling  Shareholders" and "Plan of
Distribution."

         Shares of the Common  Stock are  traded in the Nasdaq  Small Cap market
(the  "Nasdaq")  under the symbol  "SIRC."  The  closing  price per share of the
Common  Stock,  as reported on the Nasdaq on January 8, 1997,  was  $4-13/16 per
share.
<PAGE>








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

                The date of this Prospectus is January 10, 1997.
<PAGE>
         No dealer,  salesperson or any 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 by this  Prospectus  and, if
given or made, such  information or  representations  must not be relied upon as
having  been  authorized  by  the  Company  or  any  Selling  Shareholder.  This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy, the securities  offered hereby in any  jurisdiction  in which such offer or
solicitation is not authorized,  or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any  circumstances,  create any implication that any
information  contained  therein is correct as of any time subsequent to the date
hereof.


                                TABLE OF CONTENTS

AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THE COMPANY
USE OF PROCEEDS
SELLING SHAREHOLDERS
PLAN OF DISTRIBUTION
DESCRIPTION OF SECURITIES TO BE REGISTERED
LEGAL MATTERS
EXPERTS
ADDITIONAL INFORMATION

<PAGE>

                              AVAILABLE INFORMATION

         The  Company  has  filed a  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities   Act"),   with  the   Securities  and  Exchange   Commission   (the
"Commission") covering the Common Stock ofered hereby. As permitted by the rules
and  regulations of the Commission,  this Prospetus  omits certain  information,
exhibits and undertakings contained in the registration  Statement.  For further
information  pertaining  to the  securities  hereby,  reference  is  made to the
Registration Statement, including exhibits filed as a part thereof.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations  thereunder,  and in accordance  therewith files reports,  proxy
statements  and other  information  with the  Commission.  Such  reports,  proxy
statements and other  information  can be inspected and copied,  upon payment of
prescribed fees, at the public reference facilities maintained by the Commission
at 450 Fifth  Street,  N.W.,  Room  1024,  Washington,  D.C.  20549,  and at the
Commission's  regional  offices at Seven World Trade Center,  New York, New York
10048 and  Northwestern  Atrium  Center,  500 West Madison  Street,  Suite 1400,
Chicago,  Illinois  60661-2511.  Copies of such material can also be obtained at
prescribed rates by writing to the public  reference  section of the Commission,
450 Fifth Street, N.W.,  Washington,  D.C. 20549. The Commission maintains a Web
site  that  contains  reports,   proxy  and  information  statements  and  other
information  regarding registrants that file electronically with the Commission.
The address of the Commission's Web site is http://www.sec.gov.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  documents  listed  below have been filed by the Company  under the
Exchange Act with the Commission and are incorporated herein by reference:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
November 30, 1995, as amended.

         (2) The  description  of the  Company's  Common Stock  contained in the
Company's Registration Statement filed under the Exchange Act, as amended.

         (3) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
February 28, 1996, as amended.

         (4) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
May 31, 1996.

         (5) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
August 31, 1996.
<PAGE>
         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the  termination  of this  offering  shall be  deemed to be  incorporated  by
reference in this  Prospectus and to be part hereof from the date of filing such
documents (provided, however, that the information referred to in Item 402(a)(8)
of  Regulation  S-K  of  the  Commission   shall  not  be  deemed   specifically
incorporated by reference herein.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein (or in the applicable  Prospectus  Supplement) or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such 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.

         Copies of all documents which are incorporated herein by reference (not
including   the  exhibits  to  such   information,   unless  such  exhibits  are
specifically  incorporated  by reference in such  information)  will be provided
without charge to each person,  including any beneficial owner of the securities
offered  hereby to whom this  Prospectus  is  delivered,  upon  written or oral,
request.  Requests should be made to Joel Dupre,  Chief Executive Officer of the
Company, 24 Richmond Hill Avenue, Stamford, Connecticut 06901 (telephone number:
(203) 359-4100).


                                   THE COMPANY

         
         The Company  sells,  at wholesale,  children's  bags,  tote bags,  soft
luggage and related  products.  The Company sells its products under  registered
trade names and  trademarked  names  licensed from others.  During its past five
fiscal years,  virtually all of the Company's products have been manufactured by
foreign  suppliers in accordance with the Company's design  specifications.  The
Company's   imported  soft  luggage  and  tote  bags  are  produced  by  various
manufacturers in Thailand, Taiwan, Hong Kong and the People's Republic of China.

         The primary  markets for the  Company's  products are the United States
and Canada. The Company sells to retailers,  drug store chains,  apparel stores,
large retail chain stores, department stores and other specialty stores.
 
         The  Company  was  incorporated  under the laws of New York on July 22,
1964,  its executive  offices are located at 24 Richmond Hill Avenue,  Stamford,
Connecticut 06901, and its telephone number is (203) 359-4100.


                                 USE OF PROCEEDS

         The shares of Common Stock offered hereby are being  registered for the
accounts of the Selling  Shareholders  and,  accordingly,  the Company  will not
receive any proceeds from the sale of such shares.
<PAGE>
                              SELLING SHAREHOLDERS

         The  shares  of  Common  Stock  offered  by this  Prospectus  are to be
acquired  by   directors   and/or   officers  of  the  Company   (the   "Selling
Shareholders")  pursuant to the  Company's  1995 Stock Option Plan.  The Selling
Shareholders will receive all of the net proceeds from the sale of the shares of
Common Stock offered hereby.

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of the Company's Common Stock by the Selling  Shareholders
as of December 31, 1996. As of December 31, 1996, there were 1,309,700 shares of
Common Stock outstanding.  The number of shares of Common Stock outstanding will
not change as a result of the  offering,  nor will the number of shares owned or
percentage  of  ownership  of any persons  other than the  Selling  Shareholders
change  as a result  thereof.  There  is no  assurance  that any of the  Selling
Shareholders  will offer for sale or sell any or all of the Common Stock offered
by them pursuant to this Prospectus.

<TABLE>
<CAPTION>
Name                Number of           Percent                                                     Percent
and                 Shares              of Class            Number of           Shares to           of Class
Position            Owned               Owned               Shares              be Owned            Owned
with                Prior to            Prior to            Registered          After               After
Company             Offering            Offering            Hereby              Offering            Offering
-------             --------            --------            ----------          ---------           --------
<S>                <C>                   <C>                 <C>               <C>                   <C>
Joel Dupre         723,000 (1)            53.6%               40,000           683,000 (1)(4)         50.6%

Paul Riss           45,000 (2)            (3)                 45,000                 0 (4)             0

Eric Smith          17,500 (2)            (3)                 17,500                 0 (4)             0
</TABLE>
----------- 
(1)  Includes  266,666 shares for which Mr. Dupre has the right to exercise sole
     voting control pursuant to a Voting  Agreement;  Mr. Dupre has an option to
     purchase  177,777 of the shares pursuant to an Option  Agreement.  Includes
     40,000 shares of Common Stock subject to options granted under the Plan.
(2)  Consists of shares of Common Stock  subject to options   granted  under the
     Plan.
(3)  Less than one percent of the number of  outstanding  shares of Common Stock
     at December 31, 1996.
(4)  Assumes all shares registered hereunder will be sold.
 
                              PLAN OF DISTRIBUTION

         The sale of shares of Common Stock by the Selling  Shareholders  may be
effected from time to time directly or by one or more  broker-dealers or agents,
in one or more transactions  (which may involve crosses and block  transactions)
in the  over-the-counter  market,  or on any stock  exchange on which  shares of
Common Stock may be listed at the time of sale, in negotiated  transactions,  or
through a combination of such methods of distribution, at fixed prices which may
be changed,  at market prices  prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices.
<PAGE>
         In the event  one or more  broker-dealers  or agents  agree to sell the
Common Stock,  they may do so by purchasing the Common Stock as principals or by
selling  the  Common  Stock  as agent  for the  Selling  Shareholders.  Any such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the shares of
Common Stock for which such  broker-dealer may act as agent or to whom they sell
as principal,  or both (which compensation as to a particular  broker-dealer may
be in excess of customary compensation).

         The Selling  Shareholders  may effect such  transactions by selling the
shares of Common Stock to or through broker-dealers who may receive compensation
in  the  form  of  discounts,  concessions,  or  commissions  from  the  Selling
Shareholders  and/or  the  purchasers  of the  shares  of  Common  Stock  (which
compensation  as to a particular  broker-dealer  might be in excess of customary
commissions).  Any broker-dealer acquiring shares of Common Stock from a Selling
Shareholder may sell such shares in its normal market making activities, through
other brokers on a principal or agency basis,  in  negotiated  transactions,  or
through a combination of such methods.

         The Selling  Shareholders and any  broker-dealers  acting in connection
with the sale of  shares  of the  Common  Stock  hereunder  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 realized by them on the resale
of shares of Common Stock as principals may be deemed underwriting  compensation
under the Securities Act.
 
                   DESCRIPTION OF SECURITIES TO BE REGISTERED

                  The  authorized  capital  stock  of the  Company  consists  of
10,000,000  shares of Common  Stock,  par value  $.10 per share,  and  1,000,000
shares of preferred stock, par value $.10 per share (the "Preferred  Stock"). At
December 31, 1996, 1,309,700 shares of Common Stock were issued and outstanding;
no shares of Preferred Stock are outstanding as of the date hereof.

         Each  outstanding  share of Common Stock will entitle the holder to one
vote on all matters  presented to shareholders for a vote.  Holders of shares of
Common Stock will have no preemptive,  subscription  or conversion  rights.  All
shares of Common Stock to be  outstanding  following  this offering will be duly
authorized,  fully paid,  and  nonassessable.  Distributions  may be paid to the
holders of shares of Common Stock if and when declared by the Board of Directors
of the  Company out of funds  legally  available  therefor.  The Company has not
declared  any cash  dividends  during the past fiscal  year with  respect to its
Common Stock. The declaration by the Company of any cash dividends in the future
will depend upon the  determination  of the  Company's  Board of Directors as to
whether,  in  light  of  the  Company's  earnings,   financial  position,   cash
requirements  and  other  relevant  factors  existing  at the time,  it  appears
advisable to do so.

         If the  Company is  liquidated,  subject to the right of any holders of
Preferred Stock to receive preferential distribution,  each outstanding share of
Common Stock will be entitled to  participate  pro rata in the assets  remaining
after payment of, or adequate  provision for, all known debts and liabilities of
the Company.
<PAGE>
         The holders of a majority  of the  outstanding  shares of Common  Stock
constitute a quorum at any meeting of the shareholders. Directors of the Company
are elected by a plurality of the votes cast at a meeting of  shareholders.  The
Common Stock does not have cumulative voting rights; therefore, the holders of a
majority of the  outstanding  shares of Common Stock can elect all  directors of
the Company. In general, shareholder action other than the election of directors
must be authorized by a majority of the votes cast at a meeting of shareholders.
However,  the  Business  Corporation  Law of the State of New York  (the  "BCL")
provides that certain  extraordinary  matters, such as a merger or consolidation
in which the Company is a constituent  corporation,  a sale or other disposition
of all or substantially all of the Company's assets,  and the dissolution of the
Company, require the vote of the holders of two-thirds of all outstanding voting
shares.  Most amendments to the Company's  Certificate of Incorporation  require
the vote of the holders of a majority of all outstanding voting shares.
 
         Under the Company's Certificate of Incorporation, as amended, shares of
Preferred  Stock  can be  issued  from  time to time  in one or more  series  as
determined  by the Board of  Directors.  The Board of Directors is authorized to
fix by resolution as to any series the  designation  and number of shares of the
series, the voting rights, the dividend rights, the redemption price, the amount
payable upon liquidation or dissolution,  the conversion  rights,  and any other
designations,  preferences or special rights or restrictions as may be permitted
by law.  Unless  the  nature of a  particular  transaction  and the rules of law
applicable  thereto  require  such  approval,  the  Board of  Directors  has the
authority to issue these shares of Preferred Stock without shareholder approval.
The Company has no present plans,  arrangements,  commitments or  understandings
regarding the issuance of any shares of Preferred Stock.

         The Board of Directors is able to issue  authorized and unissued shares
of one or more new  series of  Preferred  stock  with such  voting,  conversion,
liquidation,  redemption  and other rights as the Board  determines  in its sole
discretion  without  further  shareholder  action.  Any  issuance  of  shares of
Preferred  Stock could have the effect of diluting  the  earnings  per share and
book value of existing  shares of Common  Stock.  Because the Board of Directors
has the  authority  to fix the  voting  rights to be  accorded  to any series of
Preferred  Stock, the holders of shares of a new series of Preferred Stock could
be entitled to vote  separately  as a class in  connection  with the approval of
certain extraordinary corporate transactions in circumstances where New York law
does not require such class vote, or might be given a  disproportionately  large
number of votes.  The issuance of shares of Preferred Stock could also result in
a class of  securities  outstanding  that would have  certain  preferences  (for
example,  with  respect to  dividends or  liquidation),  or would enjoy  certain
voting rights in addition, to those of the Common Stock.

         Although the Company  currently has no such  intention,  authorized but
unissued shares of Preferred Stock could be used to make more difficult a change
in control of the  Company.  Any  issuance  of shares of  Preferred  Stock could
dilute the stock  ownership  of persons  seeking to gain control of the Company.
Shares of a new series of Preferred Stock could also be convertible into a large
number of shares of Common  Stock or have  other  terms  which  might  make more
difficult or costly the  acquisition  of a controlling  interest in the Company.
Under  certain  circumstances,  such  shares  could  be  used to  create  voting
impediments or to frustrate persons attempting to effect a takeover or otherwise
gain  control  of the  Company.  Such  shares  could be  privately  placed  with
purchasers  who might  side with the Board of  Directors  in  opposing a hostile
<PAGE>
takeover bid. In addition,  the Board of Directors could authorize  holders of a
series of  Preferred  Stock to vote as a class,  either  separately  or with the
holders of the Common  Stock,  on any merger,  sale or exchange of assets by the
Company or any other extraordinary  corporate  transactions.  The ability of the
Board of Directors to take such actions  might be considered as having an effect
of  discouraging  any attempt by another person or entity to acquire  control of
the Company.

         The  registrar  and transfer  agent for the  Company's  Common Stock is
Registrar and Transfer Company.
 
                                  LEGAL MATTERS

         Certain legal matters in connection  with this offering,  including the
validity of the issuance of the shares of Common Stock offered  hereby,  will be
passed upon for the Company by Pryor,  Cashman,  Sherman & Flynn,  New York, New
York.

                                     EXPERTS

         The consolidated  financial  statements of the Company appearing in the
Company's  Annual Report on Form 10-K for the year ended November 30, 1995, have
been audited by Nussbaum Yates & Wolpow, P.C independent  auditors, as set forth
in their report thereon included  therein and  incorporated  herein by reference
which  is  based  in  part  on  the  report  of  Deloitte  &  Touche,  chartered
accountants.  The consolidated  financial  statements of the Company at November
30, 1994 and for the years ended November 30, 1994 and 1993 have been audited by
Ernst & Young LLP,  Independent  auditors,  as set forth in their report thereon
incorporated  by  reference  herein,  which is based  in part on the  report  of
Deloitte & Touche,  chartered accountants.  The financial statements referred to
above are  included in reliance  upon such reports  given upon the  authority of
such firms as experts in accounting and auditing.


                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
shares of Common Stock offered hereby.  For further  information with respect to
the  Company  and  the  securities  offered  hereby,  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.
<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 New  York,  State of New  York,  on  this 7th day of
January 1997.

                            SIRCO INTERNATIONAL CORP.


                            By: /s/Joel Dupre
                                --------------------------------
                                   Joel Dupre
                                   Chairman of the Board and
                                   Chief Executive Officer

<PAGE>
                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below hereby  constitutes  Joel
Dupre,  Eric M.  Hellige and Paul Riss,  and each of them  singly,  his true and
lawful  attorneys-in-fact with full power to execute in the name of such person,
in the capacities stated below, and to file, such one or more amendments to this
Registration Statement as the Registrant deems appropriate,  and generally to do
all such  things  in the name and on behalf of such  person,  in the  capacities
stated  below,  to enable the  Registrant  to comply with the  provisions of the
Securities  Act of 1933,  and all  requirements  of the  Securities and Exchange
Commission  thereunder,  hereby  ratifying and  confirming the signature of such
person as may be signed by said  attorneys-in-fact,  or any one of them,  to any
and all amendments to this Registration Statement.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
    Signature                                          Title                              Date
    ---------                                          -----                              ----
<S>                                          <C>                                   <C>
                                             Chairman of the Board
    /s/Joel Dupre                            and Chief Executive
    ---------------------------              Officer                               January  7, 1997
    Joel Dupre 

    /s/Paul Riss                             Director and 
    ---------------------------              Chief Financial Officer               January  7, 1997
    Paul Riss

    /s/Eric Smith
    ---------------------------              Director                              January  7, 1997
    Eric Smith

    /s/Eric M. Hellige
    ---------------------------              Director                              January  7, 1997
    Eric M. Hellige

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 52018}]
{"company-data": {"conformed-name": "SIRCO INTERNATIONAL CORP", "cik": "0000090721", "assigned-sic": "3100", "irs-number": "132511270", "state-of-incorporation": "NY", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19611", "film-number": "97504454"}, "business-address": {"street1": "24 RICHMOND HILL AVENUE", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2033594100"}, "mail-address": {"street1": "24 RICHMOND HILL AVENUE", "city": "NEW YORK", "state": "CT", "zip": "06901"}}
As filed with the Securities and Exchange Commission on January 10, 1997

                                                       REGISTRATION NO. 333-____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            SIRCO INTERNATIONAL CORP.
             (Exact Name of Registrant as Specified in its Charter)

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

        New York                                               13-2511270
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                             24 Richmond Hill Avenue
                           Stamford, Connecticut 06901
                                 (203) 359-4100
                    (Address of Principal Executive Offices)

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

                            SIRCO INTERNATIONAL CORP.
                             1995 STOCK OPTION PLAN
                            (Full Title of the Plan)
                           --------------------------

                                   Joel Dupre
                Chairman of the Board and Chief Executive Officer
                            Sirco International Corp.
                             24 Richmond Hill Avenue
                           Stamford, Connecticut 06901
                                 (203) 359-4100
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

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

                                    Copy To:

                              Eric M. Hellige, Esq.
                         Pryor, Cashman, Sherman & Flynn
                                 410 Park Avenue
                            New York, New York 10022
                                 (212) 421-4100
CALCULATION OF REGISTRATION FEE
Maximum              
                                                                                 Proposed     
                                                       Proposed Maximum          Aggregate         Amount of
Title of Securities             Amount to be              Offering               Offering         Registration
  to be Registered              Registered (1)         Price Per Share(2)         Price(2)           Fee
  ----------------              --------------         ------------------         --------           ---
Common Stock,                   200,000                   $4-13/16             $962,500          $292,000             
   $.10 par value
(1) All of the  securities  registered  hereunder  are issuable  under the Sirco
International  Corp.  1995 Stock Option  Plan,  as amended  (the  "Plan").  This
Registration  Statement also includes  200,000 shares of Common Stock, par value
$.10 per share (the "Common Stock"), of Sirco International Corp. (together with
its  subsidiaries,  the  "Company").  A  registration  fee of $151 was paid with
respect to these shares with the filing of the Company's  Registration Statement
on Form S-8,  Registratation No. 333-637, filed with the Securities and Exchange
Commission  (the  "Commission")  on February 1,  1996.  Pursuant to Rule 416, an
indeterminate number of shares of Common Stock that may become issuable pursuant
to antidilution provisions of the Plan are also being registered.

(2)  Pursuant to Rule 457(h),  the offering  price for these shares is estimated
solely for the purpose of determining  the  registration  fee and represents the
average of the high and low prices per share of the Common  Stock as reported by
Nasdaq for trading on January 8, 1997.
EXPLANATORY NOTE

         Pursuant to General Instruction E of Form S-8 under the Securities Act,
this Registration Statement incorporates by reference the Company's Registration
Statement on Form S-8,  Registration  No. 333-637,  filed with the Commission on
February 1st, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Commission by the Registrant  (File No. 0-4465) are incorporated by reference in
this Registration Statement:

         (1)  Registrant's  Annual Report on Form 10-K for the fiscal year ended
November 30, 1995, as amended.

         (2) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration Statement filed under the Securities Exchange Act, as
amended.

         (3)  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
February 28, 1996, as amended.

         (4)  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
May 31, 1996.

         (5)  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
August 31, 1996.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 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 the securities  offered have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference in this  Registration  Statement and be a
part hereof from the date of filing of such documents.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein  or in any  document  which is or is  deemed  to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

         The authorized  capital stock of the Registrant  consists of 10,000,000
shares of Common  Stock,  par value  $.10 per  share,  and  1,000,000  shares of
preferred stock, par value $.10 per share (the "Preferred  Stock").  At December
31,  1996,  1,309,700  shares of Common  Stock were issued and  outstanding;  no
shares of Preferred Stock are outstanding as of the date hereof.
Each  outstanding  share of Common Stock will entitle the holder to one
vote on all matters  presented to shareholders for a vote.  Holders of shares of
Common Stock will have no preemptive,  subscription  or conversion  rights.  All
shares of Common Stock to be  outstanding  following  this offering will be duly
authorized,  fully paid,  and  nonassessable.  Distributions  may be paid to the
holders of shares of Common Stock if and when declared by the Board of Directors
of the Registrant out of funds legally  available  therefor.  The Registrant has
not declared any cash dividends  during the past fiscal year with respect to its
Common Stock.  The  declaration  by the  Registrant of any cash dividends in the
future will depend upon the determination of the Registrant's Board of Directors
as to whether, in light of the Registrant's earnings,  financial position,  cash
requirements  and  other  relevant  factors  existing  at the time,  it  appears
advisable to do so.

         If the Registrant is liquidated, subject to the right of any holders of
Preferred Stock to receive preferential distribution,  each outstanding share of
Common Stock will be entitled to  participate  pro rata in the assets  remaining
after payment of, or adequate  provision for, all known debts and liabilities of
the Registrant.

         The holders of a majority  of the  outstanding  shares of Common  Stock
constitute  a  quorum  at any  meeting  of the  shareholders.  Directors  of the
Registrant  are  elected  by a  plurality  of the  votes  cast at a  meeting  of
shareholders.   The  Common  Stock  does  not  have  cumulative  voting  rights;
therefore,  the holders of a majority of the outstanding  shares of Common Stock
can elect all directors of the Registrant. In general,  shareholder action other
than the election of  directors  must be  authorized  by a majority of the votes
cast at a meeting of shareholders.  However, the Business Corporation Law of the
State of New York (the "BCL") provides that certain extraordinary  matters, such
as  a  merger  or  consolidation  in  which  the  Registrant  is  a  constituent
corporation,  a sale or other  disposition  of all or  substantially  all of the
Registrant's assets, and the dissolution of the Registrant,  require the vote of
the holders of two-thirds of all outstanding  voting shares.  Most amendments to
the Registrant's Certificate of Incorporation require the vote of the holders of
a majority of all outstanding voting shares.

         Under the Registrant's Certificate of Incorporation, as amended, shares
of  Preferred  Stock  can be issued  from time to time in one or more  series as
determined  by the Board of  Directors.  The Board of Directors is authorized to
fix by resolution as to any series the  designation  and number of shares of the
series, the voting rights, the dividend rights, the redemption price, the amount
payable upon liquidation or dissolution,  the conversion  rights,  and any other
designations,  preferences or special rights or restrictions as may be permitted
by law.  Unless  the  nature of a  particular  transaction  and the rules of law
applicable  thereto  require  such  approval,  the  Board of  Directors  has the
authority to issue these shares of Preferred Stock without shareholder approval.
The Registrant has no present plans, arrangements, commitments or understandings
regarding the issuance of any shares of Preferred Stock.

         The Board of Directors is able to issue  authorized and unissued shares
of one or more new  series of  Preferred  stock  with such  voting,  conversion,
liquidation,  redemption  and other rights as the Board  determines  in its sole
discretion  without  further  shareholder  action.  Any  issuance  of  shares of
Preferred  Stock could have the effect of diluting  the  earnings  per share and
book value of existing  shares of Common  Stock.  Because the Board of Directors
has the  authority  to fix the  voting  rights to be  accorded  to any series of
Preferred  Stock, the holders of shares of a new series of Preferred Stock could
be entitled to vote  separately  as a class in  connection  with the approval of
certain extraordinary corporate transactions in circumstances where New York law
does not require such class vote, or might be given a  disproportionately  large
number of votes.  The issuance of shares of Preferred Stock could also result in
a class of  securities  outstanding  that would have  certain  preferences  (for
example,  with  respect to  dividends or  liquidation),  or would enjoy  certain
voting rights in addition, to those of the Common Stock.

         Although the Registrant currently has no such intention, authorized but
unissued shares of Preferred Stock could be used to make more difficult a change
in control of the  Registrant.  Any issuance of shares of Preferred  Stock could
dilute the stock ownership of persons seeking to gain control of the Registrant.
Shares of a new series of Preferred Stock could also be convertible into a large
number of shares of Common  Stock or have  other  terms  which  might  make more
difficult or costly the acquisition of a controlling interest in the Registrant.
Under  certain  circumstances,  such  shares  could  be  used to  create  voting
impediments or to frustrate persons attempting to effect a takeover or otherwise
gain  control of the  Registrant.  Such shares  could be  privately  placed with
purchasers  who might  side with the Board of  Directors  in  opposing a hostile
takeover bid. In addition,  the Board of Directors could authorize  holders of a
series of  Preferred  Stock to vote as a class,  either  separately  or with the
holders of the Common  Stock,  on any merger,  sale or exchange of assets by the
Registrant or any other extraordinary corporate transactions. The ability of the
Board of Directors to take such actions  might be considered as having an effect
of  discouraging  any attempt by another person or entity to acquire  control of
the Registrant.

         The registrar and transfer agent for the  Registrant's  Common Stock is
Registrar and Transfer Company.

Item 5. Interests of Named Experts and Counsel.

         Eric M. Hellige,  a director of the  Registrant,  is a member of Pryor,
Cashman, Sherman & Flynn, counsel to the Registrant.

Item 6. Indemnification of Directors and Officers.

         Reference  is  made  to  Sections  721  through  725  of  the  Business
Corporation  Law of the  State of New  York  (the  "BCL"),  which  provides  for
indemnification of directors and officers of New York corporations under certain
circumstances.

         Section  722 of the  BCL  provides  that a  corporation  may  indemnify
directors  and  officers  as well as other  employees  and  individuals  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys'  fees, in connection  with actions or  proceedings,  whether civil or
criminal  (other  than  an  action  by or in the  right  of the  corporation,  a
"derivation  action"),  if  they  acted  in  good  faith  and in a  manner  they
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 their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends  to  amounts  paid in  settlement  and  reasonable  expenses  (including
attorneys'  fees) incurred in connection  with the defense or settlement of such
actions,  and the statute does not apply in respect of a threatened action, or a
pending  action that is settled or otherwise  disposed  of, and  requires  court
approval  before  there  can be any  indemnification  where the  person  seeking
indemnification has been found liable to the corporation. Section 721 of the BCL
provides  that Article 7 of the BCL is not  exclusive  of other  indemnification
that  may  be  granted  by  a   corporation's   certificate  of   incorporation,
disinterested director vote, shareholder vote, agreement or otherwise.

         Article XII of the  Registrant's  by-laws  requires the  Registrant  to
indemnify its officers and directors to the fullest extent  permitted  under the
BCL. Article XII of the  Registrant's  by-laws further provides that no director
of  the  Registrant  shall  be  personally  liable  to  the  Registrant  or  its
shareholders  for monetary  damages for breach of fiduciary  duty as a director,
except  that no  indemnification  shall be made in respect  of (1) a  threatened
action,  or a pending  action which is settled or otherwise  disposed of, or (2)
any claim,  issue or matter as to which such person shall have been  adjudged to
be liable to the  Registrant  unless  and only to the  extent  that the court in
which such action or suit was brought or, if no action was brought, any court of
competent  jurisdiction  determines  upon  application  that, in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  portion of the  settlement  and expenses as the court deems
proper.

         Section 402(b) of the BCL provides that a corporation's  certificate of
incorporation  may include a provision  that  eliminates  or limits the personal
liability of the corporation's  directors to the corporation or its shareholders
for damages for any breach of a director's  duty,  provided that such  provision
does not  eliminate or limit (1) the  liability of any director if a judgment or
other final adjudication adverse to the director establishes that the director's
acts or  omissions  were in bad faith or involved  intentional  misconduct  or a
knowing  violation  of law or that the  director  personally  gained a financial
profit or other advantage to which the director was not legally entitled or that
the director's acts violated Section 719 of the BCL, or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the BCL. Article Sixth of the  Registrant's  Certificate of
Incorporation,  as amended, provides that no director of the Registrant shall be
liable to the  Registrant  or its  shareholders  for any  breach of duty in such
capacity except as provided in Section 402(b) of the BCL.

         Any  amendment  to  or  repeal  of  the  Registrant's   Certificate  of
Incorporation or by-laws shall not adversely affect any right or protection of a
director  or  officer  of the  Registrant  for or with  respect  to any  acts or
omissions  of such  director or officer  occurring  prior to such  amendment  or
repeal.

         The  Registrant  maintains  directors  and  officers  insurance  which,
subject to  certain  exclusions,  insures  the  directors  and  officers  of the
Registrant  against  certain  losses which arise out of any neglect or breach of
duty (including, but not limited to, any error,  misstatement, act, or omission)
by the directors or officers in the  discharge of their duties,  and insures the
Registrant  against amounts which it has paid or may become  obligated to pay as
indemnification to its directors and/or officers to cover such losses.

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
Registrant  pursuant to the foregoing,  the Registrant has been informed that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.

         Not applicable

Item 8. Exhibits.

Exhibit No.                         Description
-----------                         -----------
    5.1                             Opinion of Pryor, Cashman, Sherman & Flynn
    23.1                            Consent of Nussbaum Yates & Wolpow, P.C.   
    23.2                            Consent of Pryor, Cashman, Sherman &
                                    Flynn (included as part of Exhibit 5.1)
    23.3                            Consent of Ernst & Young LLP
    23.4                            Consent of Deloitte & Touche
    24                              Powers of Attorney (included in the
                                      signature page of this Registration
                                      Statement)

Item 9. Undertakings.

         (a) The undersigned Registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i) To include any prospectus  required by Section  10(a)(3) of
the Securities Act;

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

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

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

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

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant  to the  provisions  described  in  Item 6 of  this
Registration  Statement,  or otherwise,  the Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
EXPLANATORY NOTE

         This Registration  Statement includes or is deemed to include two forms
of  prospectuses:  one to be  sent  or  given  to  participants  (the  "Employee
Prospectus") in the Plan pursuant to Part I of Form S-8 and Rule 428(b)(1) under
the Securities Act, and one to be used in connection  with certain  reoffers and
resales (the "Resale  Prospectus")  of shares of Common Stock by participants in
the Plan as  contemplated by Instruction C to Form S-8 under the Securities Act.
The  form of  Employee  Prospectus  has  been  omitted  from  this  Registration
Statement as permitted by Part I of Form S-8. The form of Resale  Prospectus  is
included herein immediately following this page.
PROSPECTUS

                         SIRCO INTERNATIONAL CORPORATION

                         400,000 Shares of Common Stock
                           (par value $.10 per share)

         This  Prospectus  relates to 400,000 shares of common stock,  par value
$.10 per share (the "Common Stock"),  of Sirco  International  Corp., a New York
corporation  (together  with  its  subsidiaries  the  "Company"),  which  may be
reoffered  and sold  from  time to time by the  selling  shareholders  described
herein (the "Selling Shareholders").  The shares of Common Stock are issuable to
the Selling  Shareholders  pursuant to options (the "Options") granted and to be
granted  pursuant to the Sirco  International  Corp.  1995 Stock Option Plan, as
amended (the "Plan").  If Options are granted to Selling  Shareholders after the
date  of this  Prospectus,  the  Company  intends  to  distribute  a  Prospectus
Supplement as required by Rule 424(b) of the  Securities  Act.  Such  Prospectus
Supplement  will  disclose  the names of the Selling  Shareholders  to whom such
Options  were  granted and the number of shares of Common  Stock to be reoffered
and sold by them.

         The Company will not receive any of the  proceeds  from the sale of the
shares of Common Stock by the Selling Shareholders. All expenses of registration
incurred in connection  with this  offering are being borne by the Company.  All
selling and other expenses  incurred by the Selling  Shareholders  in connection
with  the sale of the  shares  of  Common  Stock  will be  borne by the  Selling
Shareholders.  The Company is not aware of any  underwriting  arrangements  with
respect  to the  sale  of any of the  shares  of  Common  Stock  by the  Selling
Shareholders.

         The shares of Common  Stock may be offered by or for the account of the
Selling  Shareholders from time to time in transactions in the  over-the-counter
market,  or on any stock  exchange  on which the  shares of Common  Stock may be
listed at the time of sale, in negotiated transactions, or through 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  related to such  prevailing  market
prices, or at negotiated prices. See "Plan of Distribution."

         The Selling  Shareholders  may effect such  transactions by selling the
shares of Common Stock to or through broker-dealers who may receive compensation
in  the  form  of  discounts,  concessions,  or  commissions  from  the  Selling
Shareholders  and/or  the  purchasers  of the  shares  of  Common  Stock  (which
compensation  as to a particular  broker-dealer  might be in excess of customary
commissions).  Any broker-dealer acquiring shares of Common Stock from a Selling
Shareholder may sell such shares in its normal market making activities, through
other brokers on a principal or agency basis,  in  negotiated  transactions,  or
through a combination of such methods.  See "Selling  Shareholders" and "Plan of
Distribution."

         Shares of the Common  Stock are  traded in the Nasdaq  Small Cap market
(the  "Nasdaq")  under the symbol  "SIRC."  The  closing  price per share of the
Common  Stock,  as reported on the Nasdaq on January 8, 1997,  was  $4-13/16 per
share.
--------------------------------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                        REPRESENTATION TO THE CONTRARY IS
                              A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
 

                The date of this Prospectus is January 10, 1997.
No dealer,  salesperson or any 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 by this  Prospectus  and, if
given or made, such  information or  representations  must not be relied upon as
having  been  authorized  by  the  Company  or  any  Selling  Shareholder.  This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy, the securities  offered hereby in any  jurisdiction  in which such offer or
solicitation is not authorized,  or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any  circumstances,  create any implication that any
information  contained  therein is correct as of any time subsequent to the date
hereof.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THE COMPANY
USE OF PROCEEDS
SELLING SHAREHOLDERS
PLAN OF DISTRIBUTION
DESCRIPTION OF SECURITIES TO BE REGISTERED
LEGAL MATTERS
EXPERTS
ADDITIONAL INFORMATION
AVAILABLE INFORMATION

         The  Company  has  filed a  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities   Act"),   with  the   Securities  and  Exchange   Commission   (the
"Commission") covering the Common Stock ofered hereby. As permitted by the rules
and  regulations of the Commission,  this Prospetus  omits certain  information,
exhibits and undertakings contained in the registration  Statement.  For further
information  pertaining  to the  securities  hereby,  reference  is  made to the
Registration Statement, including exhibits filed as a part thereof.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations  thereunder,  and in accordance  therewith files reports,  proxy
statements  and other  information  with the  Commission.  Such  reports,  proxy
statements and other  information  can be inspected and copied,  upon payment of
prescribed fees, at the public reference facilities maintained by the Commission
at 450 Fifth  Street,  N.W.,  Room  1024,  Washington,  D.C.  20549,  and at the
Commission's  regional  offices at Seven World Trade Center,  New York, New York
10048 and  Northwestern  Atrium  Center,  500 West Madison  Street,  Suite 1400,
Chicago,  Illinois  60661-2511.  Copies of such material can also be obtained at
prescribed rates by writing to the public  reference  section of the Commission,
450 Fifth Street, N.W.,  Washington,  D.C. 20549. The Commission maintains a Web
site  that  contains  reports,   proxy  and  information  statements  and  other
information  regarding registrants that file electronically with the Commission.
The address of the Commission's Web site is http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  documents  listed  below have been filed by the Company  under the
Exchange Act with the Commission and are incorporated herein by reference:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
November 30, 1995, as amended.

         (2) The  description  of the  Company's  Common Stock  contained in the
Company's Registration Statement filed under the Exchange Act, as amended.

         (3) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
February 28, 1996, as amended.

         (4) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
May 31, 1996.

         (5) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
August 31, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the  termination  of this  offering  shall be  deemed to be  incorporated  by
reference in this  Prospectus and to be part hereof from the date of filing such
documents (provided, however, that the information referred to in Item 402(a)(8)
of  Regulation  S-K  of  the  Commission   shall  not  be  deemed   specifically
incorporated by reference herein.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein (or in the applicable  Prospectus  Supplement) or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such 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.

         Copies of all documents which are incorporated herein by reference (not
including   the  exhibits  to  such   information,   unless  such  exhibits  are
specifically  incorporated  by reference in such  information)  will be provided
without charge to each person,  including any beneficial owner of the securities
offered  hereby to whom this  Prospectus  is  delivered,  upon  written or oral,
request.  Requests should be made to Joel Dupre,  Chief Executive Officer of the
Company, 24 Richmond Hill Avenue, Stamford, Connecticut 06901 (telephone number:
(203) 359-4100).

                                   THE COMPANY

         
         The Company  sells,  at wholesale,  children's  bags,  tote bags,  soft
luggage and related  products.  The Company sells its products under  registered
trade names and  trademarked  names  licensed from others.  During its past five
fiscal years,  virtually all of the Company's products have been manufactured by
foreign  suppliers in accordance with the Company's design  specifications.  The
Company's   imported  soft  luggage  and  tote  bags  are  produced  by  various
manufacturers in Thailand, Taiwan, Hong Kong and the People's Republic of China.

         The primary  markets for the  Company's  products are the United States
and Canada. The Company sells to retailers,  drug store chains,  apparel stores,
large retail chain stores, department stores and other specialty stores.
 
         The  Company  was  incorporated  under the laws of New York on July 22,
1964,  its executive  offices are located at 24 Richmond Hill Avenue,  Stamford,
Connecticut 06901, and its telephone number is (203) 359-4100.

                                 USE OF PROCEEDS

         The shares of Common Stock offered hereby are being  registered for the
accounts of the Selling  Shareholders  and,  accordingly,  the Company  will not
receive any proceeds from the sale of such shares.
SELLING SHAREHOLDERS

         The  shares  of  Common  Stock  offered  by this  Prospectus  are to be
acquired  by   directors   and/or   officers  of  the  Company   (the   "Selling
Shareholders")  pursuant to the  Company's  1995 Stock Option Plan.  The Selling
Shareholders will receive all of the net proceeds from the sale of the shares of
Common Stock offered hereby.

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of the Company's Common Stock by the Selling  Shareholders
as of December 31, 1996. As of December 31, 1996, there were 1,309,700 shares of
Common Stock outstanding.  The number of shares of Common Stock outstanding will
not change as a result of the  offering,  nor will the number of shares owned or
percentage  of  ownership  of any persons  other than the  Selling  Shareholders
change  as a result  thereof.  There  is no  assurance  that any of the  Selling
Shareholders  will offer for sale or sell any or all of the Common Stock offered
by them pursuant to this Prospectus.
Name                Number of           Percent                                                     Percent
and                 Shares              of Class            Number of           Shares to           of Class
Position            Owned               Owned               Shares              be Owned            Owned
with                Prior to            Prior to            Registered          After               After
Company             Offering            Offering            Hereby              Offering            Offering
-------             --------            --------            ----------          ---------           --------
Joel Dupre         723,000 (1)            53.6%               40,000           683,000 (1)(4)         50.6%

Paul Riss           45,000 (2)            (3)                 45,000                 0 (4)             0

Eric Smith          17,500 (2)            (3)                 17,500                 0 (4)             0
----------- 
(1)  Includes  266,666 shares for which Mr. Dupre has the right to exercise sole
     voting control pursuant to a Voting  Agreement;  Mr. Dupre has an option to
     purchase  177,777 of the shares pursuant to an Option  Agreement.  Includes
     40,000 shares of Common Stock subject to options granted under the Plan.
(2)  Consists of shares of Common Stock  subject to options   granted  under the
     Plan.
(3)  Less than one percent of the number of  outstanding  shares of Common Stock
     at December 31, 1996.
(4)  Assumes all shares registered hereunder will be sold.
 
                              PLAN OF DISTRIBUTION

         The sale of shares of Common Stock by the Selling  Shareholders  may be
effected from time to time directly or by one or more  broker-dealers or agents,
in one or more transactions  (which may involve crosses and block  transactions)
in the  over-the-counter  market,  or on any stock  exchange on which  shares of
Common Stock may be listed at the time of sale, in negotiated  transactions,  or
through a combination of such methods of distribution, at fixed prices which may
be changed,  at market prices  prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices.
In the event  one or more  broker-dealers  or agents  agree to sell the
Common Stock,  they may do so by purchasing the Common Stock as principals or by
selling  the  Common  Stock  as agent  for the  Selling  Shareholders.  Any such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the shares of
Common Stock for which such  broker-dealer may act as agent or to whom they sell
as principal,  or both (which compensation as to a particular  broker-dealer may
be in excess of customary compensation).

         The Selling  Shareholders  may effect such  transactions by selling the
shares of Common Stock to or through broker-dealers who may receive compensation
in  the  form  of  discounts,  concessions,  or  commissions  from  the  Selling
Shareholders  and/or  the  purchasers  of the  shares  of  Common  Stock  (which
compensation  as to a particular  broker-dealer  might be in excess of customary
commissions).  Any broker-dealer acquiring shares of Common Stock from a Selling
Shareholder may sell such shares in its normal market making activities, through
other brokers on a principal or agency basis,  in  negotiated  transactions,  or
through a combination of such methods.

         The Selling  Shareholders and any  broker-dealers  acting in connection
with the sale of  shares  of the  Common  Stock  hereunder  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 realized by them on the resale
of shares of Common Stock as principals may be deemed underwriting  compensation
under the Securities Act.
 
                   DESCRIPTION OF SECURITIES TO BE REGISTERED

                  The  authorized  capital  stock  of the  Company  consists  of
10,000,000  shares of Common  Stock,  par value  $.10 per share,  and  1,000,000
shares of preferred stock, par value $.10 per share (the "Preferred  Stock"). At
December 31, 1996, 1,309,700 shares of Common Stock were issued and outstanding;
no shares of Preferred Stock are outstanding as of the date hereof.

         Each  outstanding  share of Common Stock will entitle the holder to one
vote on all matters  presented to shareholders for a vote.  Holders of shares of
Common Stock will have no preemptive,  subscription  or conversion  rights.  All
shares of Common Stock to be  outstanding  following  this offering will be duly
authorized,  fully paid,  and  nonassessable.  Distributions  may be paid to the
holders of shares of Common Stock if and when declared by the Board of Directors
of the  Company out of funds  legally  available  therefor.  The Company has not
declared  any cash  dividends  during the past fiscal  year with  respect to its
Common Stock. The declaration by the Company of any cash dividends in the future
will depend upon the  determination  of the  Company's  Board of Directors as to
whether,  in  light  of  the  Company's  earnings,   financial  position,   cash
requirements  and  other  relevant  factors  existing  at the time,  it  appears
advisable to do so.

         If the  Company is  liquidated,  subject to the right of any holders of
Preferred Stock to receive preferential distribution,  each outstanding share of
Common Stock will be entitled to  participate  pro rata in the assets  remaining
after payment of, or adequate  provision for, all known debts and liabilities of
the Company.
The holders of a majority  of the  outstanding  shares of Common  Stock
constitute a quorum at any meeting of the shareholders. Directors of the Company
are elected by a plurality of the votes cast at a meeting of  shareholders.  The
Common Stock does not have cumulative voting rights; therefore, the holders of a
majority of the  outstanding  shares of Common Stock can elect all  directors of
the Company. In general, shareholder action other than the election of directors
must be authorized by a majority of the votes cast at a meeting of shareholders.
However,  the  Business  Corporation  Law of the State of New York  (the  "BCL")
provides that certain  extraordinary  matters, such as a merger or consolidation
in which the Company is a constituent  corporation,  a sale or other disposition
of all or substantially all of the Company's assets,  and the dissolution of the
Company, require the vote of the holders of two-thirds of all outstanding voting
shares.  Most amendments to the Company's  Certificate of Incorporation  require
the vote of the holders of a majority of all outstanding voting shares.
 
         Under the Company's Certificate of Incorporation, as amended, shares of
Preferred  Stock  can be  issued  from  time to time  in one or more  series  as
determined  by the Board of  Directors.  The Board of Directors is authorized to
fix by resolution as to any series the  designation  and number of shares of the
series, the voting rights, the dividend rights, the redemption price, the amount
payable upon liquidation or dissolution,  the conversion  rights,  and any other
designations,  preferences or special rights or restrictions as may be permitted
by law.  Unless  the  nature of a  particular  transaction  and the rules of law
applicable  thereto  require  such  approval,  the  Board of  Directors  has the
authority to issue these shares of Preferred Stock without shareholder approval.
The Company has no present plans,  arrangements,  commitments or  understandings
regarding the issuance of any shares of Preferred Stock.

         The Board of Directors is able to issue  authorized and unissued shares
of one or more new  series of  Preferred  stock  with such  voting,  conversion,
liquidation,  redemption  and other rights as the Board  determines  in its sole
discretion  without  further  shareholder  action.  Any  issuance  of  shares of
Preferred  Stock could have the effect of diluting  the  earnings  per share and
book value of existing  shares of Common  Stock.  Because the Board of Directors
has the  authority  to fix the  voting  rights to be  accorded  to any series of
Preferred  Stock, the holders of shares of a new series of Preferred Stock could
be entitled to vote  separately  as a class in  connection  with the approval of
certain extraordinary corporate transactions in circumstances where New York law
does not require such class vote, or might be given a  disproportionately  large
number of votes.  The issuance of shares of Preferred Stock could also result in
a class of  securities  outstanding  that would have  certain  preferences  (for
example,  with  respect to  dividends or  liquidation),  or would enjoy  certain
voting rights in addition, to those of the Common Stock.

         Although the Company  currently has no such  intention,  authorized but
unissued shares of Preferred Stock could be used to make more difficult a change
in control of the  Company.  Any  issuance  of shares of  Preferred  Stock could
dilute the stock  ownership  of persons  seeking to gain control of the Company.
Shares of a new series of Preferred Stock could also be convertible into a large
number of shares of Common  Stock or have  other  terms  which  might  make more
difficult or costly the  acquisition  of a controlling  interest in the Company.
Under  certain  circumstances,  such  shares  could  be  used to  create  voting
impediments or to frustrate persons attempting to effect a takeover or otherwise
gain  control  of the  Company.  Such  shares  could be  privately  placed  with
purchasers  who might  side with the Board of  Directors  in  opposing a hostile
takeover bid. In addition,  the Board of Directors could authorize  holders of a
series of  Preferred  Stock to vote as a class,  either  separately  or with the
holders of the Common  Stock,  on any merger,  sale or exchange of assets by the
Company or any other extraordinary  corporate  transactions.  The ability of the
Board of Directors to take such actions  might be considered as having an effect
of  discouraging  any attempt by another person or entity to acquire  control of
the Company.

         The  registrar  and transfer  agent for the  Company's  Common Stock is
Registrar and Transfer Company.
 
                                  LEGAL MATTERS

         Certain legal matters in connection  with this offering,  including the
validity of the issuance of the shares of Common Stock offered  hereby,  will be
passed upon for the Company by Pryor,  Cashman,  Sherman & Flynn,  New York, New
York.

                                     EXPERTS

         The consolidated  financial  statements of the Company appearing in the
Company's  Annual Report on Form 10-K for the year ended November 30, 1995, have
been audited by Nussbaum Yates & Wolpow, P.C independent  auditors, as set forth
in their report thereon included  therein and  incorporated  herein by reference
which  is  based  in  part  on  the  report  of  Deloitte  &  Touche,  chartered
accountants.  The consolidated  financial  statements of the Company at November
30, 1994 and for the years ended November 30, 1994 and 1993 have been audited by
Ernst & Young LLP,  Independent  auditors,  as set forth in their report thereon
incorporated  by  reference  herein,  which is based  in part on the  report  of
Deloitte & Touche,  chartered accountants.  The financial statements referred to
above are  included in reliance  upon such reports  given upon the  authority of
such firms as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
shares of Common Stock offered hereby.  For further  information with respect to
the  Company  and  the  securities  offered  hereby,  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.
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 New  York,  State of New  York,  on  this 7th day of
January 1997.

                            SIRCO INTERNATIONAL CORP.

                            By: /s/Joel Dupre
                                --------------------------------
                                   Joel Dupre
                                   Chairman of the Board and
                                   Chief Executive Officer
POWER OF ATTORNEY

         Each person  whose  signature  appears  below hereby  constitutes  Joel
Dupre,  Eric M.  Hellige and Paul Riss,  and each of them  singly,  his true and
lawful  attorneys-in-fact with full power to execute in the name of such person,
in the capacities stated below, and to file, such one or more amendments to this
Registration Statement as the Registrant deems appropriate,  and generally to do
all such  things  in the name and on behalf of such  person,  in the  capacities
stated  below,  to enable the  Registrant  to comply with the  provisions of the
Securities  Act of 1933,  and all  requirements  of the  Securities and Exchange
Commission  thereunder,  hereby  ratifying and  confirming the signature of such
person as may be signed by said  attorneys-in-fact,  or any one of them,  to any
and all amendments to this Registration Statement.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                          Title                              Date
    ---------                                          -----                              ----
Chairman of the Board
    /s/Joel Dupre                            and Chief Executive
    ---------------------------              Officer                               January  7, 1997
    Joel Dupre 

    /s/Paul Riss                             Director and 
    ---------------------------              Chief Financial Officer               January  7, 1997
    Paul Riss

    /s/Eric Smith
    ---------------------------              Director                              January  7, 1997
    Eric Smith

    /s/Eric M. Hellige
    ---------------------------              Director                              January  7, 1997
    Eric M. Hellige