Registration No. 333-___________

      As filed with the Securities and Exchange Commission on July 20, 2004


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

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

                                PURE WORLD, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                    95-3419191
---------------------------------          -----------------------------------
  (State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

                          376 Main Street, P.O. Box 74
                          Bedminster, New Jersey 07921
            ---------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                      1991 Non-Qualified Stock Option Plan
                      1997 Non-Qualified Stock Option Plan
                             Stock Option Agreements
            ---------------------------------------------------------
                            (Full title of the plan)

                                 Paul O. Koether
                                Pure World, Inc.
                          376 Main Street, P.O. Box 74
                          Bedminster, New Jersey 07921
        -----------------------------------------------------------------
                    (Names and address of agent for services)
                                 (908) 234-9220
        -----------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Guy P. Lander, Esq.
                       Davies Ward Phillips & Vineberg LLP
                         625 Madison Avenue, 12th Floor
                            New York, New York 10022

                         Calculation of Registration Fee

<TABLE>
<S>                             <C>               <C>                         <C>                         <C>


Title of Securities to be       Amount to be          Proposed Maximum          Proposed Maximum             Amount of
      Registered                 Registered       Offering Price Per Share    Aggregate Offering Price    Registration Fee
-----------------------------------------------------------------------------------------------------------------------------

                               660,000 Shares (1)           $1.85 (7)              $1,221,000                 $154.70
      Common Stock
par value, $.01 per share      482,700 Shares (2)(6)        $1.13 (8)                $546,900                  $69.30

                               293,700 Shares (3)(6)        $2.05 (8)                $603,099                  $76.41

                               541,450 Shares (4)           $3.92 (8)              $2,122,001                 $268.86

                                 8,550 Shares (5)(6)        $1.85(7)                  $15,818                   $2.00

                             1,986,400 Shares                                      $4,508,818                 $571.27
-----------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Consists of shares of common stock issued under non-Plan options.
(2) Consists of shares of common stock underlying outstanding non-Plan options.
(3) Consists of shares of common stock underlying  outstanding  options  granted
    under the  Registrant's  1991  Non-Qualified  Stock Option  Plan  (the "1991
    Plan").
(4) Consists of  shares of  common stock  underlying outstanding options granted
    under  the  Registrant's  1997  Non-Qualified Stock  Option  Plan (the "1997
    Plan").
(5) Consists of  shares issuable upon options available for grant under the 1997
    Plan.
(6) In  accordance  with  Rule  416  under  the  Securities  Act  of  1933  (the
    "Securities Act") there are also registered hereby such indeterminate number
    of shares of common stock as may become issuable by reason of  the operation
    of  the anti-dilution provisions of the non-Plan option agreements, the 1991
    Plan and the 1997 Plan.
(7) Pursuant  to  Rule  457(c)  and (h) under  the  Securities act, the proposed
    maximum offering price per share was  determined based on the average of the
    bid  and  asked prices  of the Registrant's  common stock as reported by the
    Nasdaq Stock Market on July 14, 2004.
(8) Pursuant  to  Rule 457(h)  under the  Securities  Act, the  proposed maximum
    offering price per share was calculated for an aggregate of 1,317,850 shares
    of common  stock issuable  upon exercise of outstanding non-Plan options and
    outstanding options  granted under the 1991 Plan and the 1997 Plan, based on
    the average per share exercise prices of such options, as set  forth  in the
    Calculation of Registration Fee table.

<PAGE>


EXPLANATORY NOTE

     The Registrant has prepared this Registration  Statement in accordance with
the  requirements  of Form S-8 under the Securities Act of 1933, as amended (the
"Securities  Act"),  to  register  (i) 293,700  shares of common  stock that are
issuable upon the exercise of options  previously granted under the Registrant's
1991  Non-Qualified  Stock Option Plan (the "1991 Plan") (ii) 541,450  shares of
common stock that are issuable upon exercise of options previously granted under
the  Registrant's  1997  Non-Qualified  Stock Option Plan (the "1997 Plan",  and
together with the 1991 Plan, the "Plans"),  (iii) 482,700 shares of common stock
issuable  upon  exercise  of options  granted  outside  of the Plans  ("non-Plan
Options"),  (iv) 660,000 shares of common stock that have previously been issued
under  non-Plan  Options,  and (v) 8,550  shares of common  stock that have been
issued under non-Plan Options.

     This  Registration  Statement  also  includes a  prospectus  (the  "Reoffer
Prospectus")  prepared in accordance with General  Instruction C of Form S-8 and
in  accordance  with  the  requirements  of Part I of  Form  S-3.  This  Reoffer
Prospectus  may be used for  reofferings  or resales on a continuous  or delayed
basis in the future by  affiliates  of the Company of an  aggregate of 1,502,500
shares of common  stock that have either been  previously  issued by the Company
upon  exercise of non-Plan  Options or that may be issued upon  exercise of Plan
and non-Plan Options previously granted by the Company.

                                     PART I
                                     ------

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in the  1991  Plan and the 1997  Plan as
specified by Rule  428(b)(1)  under the  Securities Act of 1933, as amended (the
"Securities  Act").  Such  documents are not being filed with the Securities and
Exchange Commission,  but constitute,  along with the documents  incorporated by
reference  into  this  Registration  Statement,  a  prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The  Company  will  furnish  without  charge  to each  person  to whom  the
prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents  incorporated  by reference in Item 3 of Part II
of this  Registration  Statement,  other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference to the information that
is  incorporated).  Requests  should be directed to Pure World,  Inc.,  376 Main
Street, P.O. Box 74, Bedminster,  New Jersey 07921, Attention:  Sue Ann Merrill;
telephone number (908) 234-9220.

NOTE: The Reoffer  Prospectus  referred to in the Explanatory  Note follows this
page.



<PAGE>
                               REOFFER PROSPECTUS

                                1,502,500 SHARES

                                PURE WORLD, INC.

                                  COMMON STOCK

     This  prospectus  is being used for the offering and sale from time to time
by the selling shareholders  identified on page 7 of this prospectus of up to an
aggregate of 1,502,500  shares of our common stock that have been issued  under,
or may in the  future be issued  upon  exercise  of,  stock  options  previously
granted under our 1991 Non-Qualified Stock Option Plan (the "1991 Plan") and our
1997  Non-Qualified  Stock Option Plan (the "1997 Plan" and,  together  with the
1991 Plan,  the "Plans")  and options  previously  granted  outside of the Plans
("non-Plan Options").

     The selling shareholders,  or their pledgees,  donees, transferees or other
successors-in-interest,  may offer the common  stock  through  public or private
transactions, at prevailing market prices or at privately negotiated prices. The
selling  shareholders  will receive all of the net proceeds from the sale of the
shares. We will not receive any proceeds from the sale of the shares. All costs,
expenses and fees in  connection  with the  registration  of the shares  offered
hereby will be borne by us. Brokerage  commissions and similar selling expenses,
if  any,  attributable  to the  sale of  shares  will be  borne  by the  selling
shareholders.

     Our common stock is listed on the Nasdaq  SmallCap  Market under the symbol
"PURW." On July 14, 2004, the last sale price of our common stock as reported by
Nasdaq SmallCap Market was $1.92 per share.

     Investing in our common stock involves  significant  risks. You should read
the  "Risk  Factors"  section  beginning  on  page 2 of this  prospectus  before
investing.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.





                  The date of this Prospectus is July 20, 2004


<PAGE>

                                TABLE OF CONTENTS


SUMMARY........................................................................1

RISK FACTORS...................................................................2

NOTE REGARDING FORWARD-LOOKING STATEMENTS......................................6

USE OF PROCEEDS................................................................7

SELLING SHAREHOLDERS...........................................................7

PLAN OF DISTRIBUTION...........................................................8

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS...........................10

LEGAL MATTERS.................................................................10

EXPERTS.......................................................................11

WHERE YOU CAN FIND MORE INFORMATION...........................................11

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................11




































                                       i

<PAGE>
                                     SUMMARY

     You should rely only on the  information  contained in this  prospectus  or
incorporated by reference into this prospectus. We have not authorized any other
person to provide you with different  information.  The information contained in
this prospectus is accurate only as of the date of this  prospectus,  regardless
of the time of delivery of this prospectus or of any sale of common stock.

     This  prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy,  nor shall  there be any sale of these  shares by any person in
any  jurisdiction in which it is unlawful for that person to make such an offer,
solicitation or sale.

     We sometimes refer to Pure World, Inc. as the "Company." To understand this
offering  fully,  you should  read this  entire  document  carefully,  including
particularly the "Risk Factors" section, as well as the documents  identified in
the section titled "Where you Can Find More Information."

Business of Pure World
----------------------

     Through  our  wholly-owned  subsidiary,  Pure World  Botanicals,  Inc.,  we
develop,  manufacture and sell natural  ingredients that are principally derived
from plant materials using our proprietary extraction technology.  Extraction is
the  process  by which the  commercial  ingredients  of plants  are drawn out by
applying a solution consisting of water or a combination of water and alcohol to
the raw  materials.  The resultant  extract can be converted  into fluid,  solid
(paste) or powdered  form,  which can be formed  into  tablets or  capsules.  We
currently produce more than one thousand botanical  extracts,  derived from over
200 botanicals,  that are used by the cosmetic,  food and flavor,  nutraceutical
(e.g., vitamins, minerals, antioxidants,  medical and other dietary supplements)
and pharmaceutical  industries to manufacture finished products for the consumer
market.  We obtain the raw materials for our products from a variety of growers,
collectors and brokers.

     We manufacture our products at our botanical  extraction  facility in South
Hackensack,  New Jersey,  which we believe is the largest such facility in North
America. This facility also houses our laboratory operations, including research
and development, quality control, microbiology,  analytical instrumentation, and
others. As a registered Food and Drug Administration,  or FDA, facility,  we are
authorized  to  manufacture  the  U.S.  Pharmacoepia  and  pharmaceutical  grade
products and in 1999 were certified to manufacture  organic extracts and powders
by  NSF  International,  a  leading  not-for-profit  standards  development  and
certification organization for public health and safety matters. We also operate
a warehouse and botanical powdering facility in Teterboro,  New Jersey,  located
adjacent  to our  South  Hackensack  facility.  We  also  lease a  warehouse  in
Carlstadt, New Jersey.

     Certain  aspects of our  business  are  regulated by the FDA and by the New
Jersey Department of Health, and by the Bureau of Alcohol,  Tobacco and Firearms
with respect to our use of alcohol in our production processes.




                                       1

<PAGE>


     Our principal and  executive  offices are located at 376 Main Street,  P.O.
Box 74, Bedminster, New Jersey 07921. Our telephone number is (908) 234-9220 and
our website address is www.pureworld.com.

                                  RISK FACTORS

     You should  carefully  consider the risk factors  listed below.  These risk
factors may cause our future  earnings  or our  financial  condition  to be less
favorable  than we expect.  This list  includes  only the risk  factors  that we
believe are most important and is not a complete list of risks.  Other risks may
be  significant,  and the risks listed  below may affect us to a greater  extent
than indicated. You should read this section together with the other information
in this prospectus and the documents that are incorporated  into this prospectus
be reference.

We have a history of operating losses.

     As of December 31, 2003, we had an accumulated deficit of $27, 227,000. For
the years ended  December  31, 2003 and 2002,  we had net losses of $245,000 and
$1,842,000,  respectively.  Although we had net income of $202,000 for the first
quarter of 2004,  we have not had a fiscal year of profitable  operations  since
1998 and may never again achieve or maintain profitable  operations for a fiscal
year.

Our industry is highly competitive and we may be unable to compete effectively.

     The market for our products is highly competitive.  Some of our competitors
are substantially  larger and have greater financial  resources and broader name
recognition  than we do. Our larger  competitors  may be able to devote  greater
resources to research and development, marketing and other activities that could
provide them with a competitive  advantage.  Our market has relatively low entry
barriers and is highly  sensitive to the  introduction  of new products that may
rapidly capture a significant  market share. Some small foreign  competitors may
compete  with us on the basis of price,  which may cause us to reduce the prices
of our products.  Increased  competition could have a material adverse effect on
our financial condition and results of operations.

Our  business  is subject  to the  effects of  adverse  publicity,  which  could
negatively affect our sales and revenues.

     Our  business can be affected by adverse  publicity or negative  perception
about our industry,  our competitors,  or our business  generally.  This adverse
publicity may include publicity about the nutraceuticals industry generally, the
safety and  quality of  nutritional  supplements  and  "natural"  personal  care
products or ingredients in general or our products or ingredients  specifically,
and  regulatory  investigations,  regardless  of  whether  these  investigations
involve us or the business  practices or products of our competitors.  There can
be no assurance that we will be able to avoid any adverse  publicity or negative
public  perception  in the future.  Any  adverse  publicity  or negative  public
perception will likely have a material adverse effect on our business, financial
condition  and results of  operations.  Our  business,  financial  condition and
results of operations also could be adversely affected if any of our products or
any similar  products  distributed  by other  companies are alleged to be or are
proved to be harmful to consumers or to have unanticipated health consequences.


                                       2

<PAGE>

We could be exposed to product liability  claims,  which may be costly and could
have a material adverse effect on our business.

     We,  like other  retailers,  distributors  and  manufacturers  of  products
designed  for human  consumption  or use,  face an inherent  risk of exposure to
product liability claims if the use of our products results in injury. We may be
subjected to various product liability claims, including, among others, that our
products  include  inadequate   instructions  for  use  or  inadequate  warnings
concerning  possible side effects and  interactions  with other  substances.  In
addition,  although we maintain  strict  quality  controls and  procedures,  our
products may contain contaminated substances.

     We maintain product liability insurance coverage for our business. The cost
of  this  coverage  has  increased  dramatically  in  recent  years,  while  the
availability  of adequate  insurance  coverage  has  decreased.  There can be no
assurance  that  affordable  product  liability  insurance  will  continue to be
available or that our  insurance  will be adequate to cover any liability we may
incur.  Additionally,  it is  possible  that one or more of our  insurers  could
exclude from our coverage certain products that we manufacture and sell. In such
event, we may have to stop using those ingredients or rely on indemnification or
similar  arrangements  with our  customers who wish to continue to include those
ingredients in their products.  A substantial  increase in our product liability
risk or the loss of  customers  or product  lines could have a material  adverse
effect on our results of operations and financial condition.

Our  growth may be  adversely  affected  if we do not  continue  to develop  new
products.

     We believe that our growth is  substantially  dependent upon our ability to
introduce  new  products,   and  we  seek  to  introduce   additional   products
periodically. The success of new products is dependent upon a number of factors,
including our ability to develop  products that will appeal to our customers and
respond to market trends in a timely manner.  There can be no assurance that our
efforts to develop new products will be  successful  or that our customers  will
accept our new products. New products can often take substantial periods of time
to develop,  market and sell.  Some new products fail and as a result have to be
discontinued. In addition, products currently experiencing strong popularity and
rapid growth may not maintain their sales volumes over time.

Our products and manufacturing  activities are subject to government regulation,
which  could  limit or prevent  the sale of our  products  in some  markets  and
increase our costs.

     The  manufacturing,   processing,   formulation,  packaging,  labeling  and
advertising of our nutraceutical products (e.g., vitamins,  minerals,  etc.) and
certain of our other  products are subject to  regulation by one or more federal
agencies,  including  the  Food  and  Drug  Administration,  the  Federal  Trade
Commission,  the Consumer Product Safety Commission, and the Occupational Safety
and Health Administration,  as well as the Bureau of Alcohol, Tobacco & Firearms
and  with  respect  to our use of  alcohol  in our  production  processes  These
activities are also regulated by various  agencies of the states and localities,
as well as of foreign countries, in which our products may be sold. We may incur
significant costs in complying with these regulations.  If we cannot comply with
government  regulations affecting our business and products, we may be forced to
curtail or cease our business operations.


                                       3

<PAGE>

We may be  subject  to  significant  inventory  write-off  expenses  due to poor
manufacturing planning or changes in sales trends.

     We test our products for stability and each product has an expiration  date
after which the product  cannot be sold.  Expiration  dates are usually three or
four years. To provide the freshest products possible, we attempt to produce our
products  on a  just-in-time  basis.  However,  as sales  trends  change  we may
over-produce  finished goods inventory or have excess raw materials that are not
used before their expiration dates. We regularly dispose of overstocked finished
goods and expired raw material inventory. Should sales trends change too rapidly
or our manufacturing planning be poor, we could be subject to larger than normal
expenses for writing off inventory,  which would affect our financial  condition
and results of operations.

If we are unable to attract and retain  qualified  personnel,  our business will
suffer.

     We believe our success depends largely on our ability to attract,  maintain
and  motivate   highly   qualified   technical/scientific   personnel.   We  are
particularly  dependent  on the  efforts  of Dr.  Qun Yi Zheng,  our  president.
Competition for qualified  individuals can be intense, and we may not be able to
hire additional  qualified personnel in a timely manner and on reasonable terms.
Our inability to hire and retain necessary  personnel could adversely affect our
business.

There are few  conclusive  clinical  studies for many of the products we produce
and, accordingly, no independent verification of their safety and efficacy.

     Although  many of our  products  are  vitamins,  minerals,  herbs and other
substances for which there is a long history of human  consumption,  some of our
products contain innovative ingredients or combinations of ingredients. Although
we  believe  all of our  products  to be safe when taken as  directed,  there is
little  long-term   experience  with  human  consumption  of  certain  of  these
innovative product ingredients or combinations thereof in concentrated form.

If our  suppliers  fail  to  provide  us with  quality  products  in  sufficient
quantities and in a timely fashion, our business could suffer.

     We purchase all of our raw materials from third parties. We do not have any
long-term supply  contracts with our suppliers.  For the year ended December 31,
2003,  approximately ten of our suppliers accounted for approximately 60% of our
purchases of raw materials; however, only one single supplier accounted for more
than 10% of such purchases. The raw materials we use are botanical, agricultural
or otherwise naturally occurring materials. The availability of agricultural raw
materials is subject to many risks, including disease, pest infestation, adverse
weather  conditions,  adverse ground conditions and natural and other disasters.
Certain  agricultural  raw materials are available only at specific times during
the  year  due  to  the  seasonality  of  growing  periods  and  harvest  times.
Additionally,  the available  amount of raw materials  that are gathered and not
cultivated  may not adjust in  response  to  increasing  demand.  A  substantial
portion of our raw materials is obtained  from foreign  sources that are subject
to various U.S.  restrictions on imports,  as well as foreign  governmental  and
other production and export  restrictions.  Raw materials  obtained from outside
the United  States may not be  cultivated  or  gathered  under the same  quality
control standards employed by us or our domestic suppliers.  Further, imports of


                                       4

<PAGE>

raw materials may be subject to delays due to transportation or handling.  There
can be no assurance that we will be able to obtain the necessary  amounts of raw
materials to meet the demand for our  products.  If we experience a raw material
shortage, it could have a material adverse effect on our business.

A substantial part of our business is derived from a small number of customers

     For  the  year  ended  December  31,  2003,  one  customer   accounted  for
approximately  30% of our  sales,  but less  than 5% of sales in the  first  six
months of 2004. For the first half of our current fiscal year,  another customer
accounted for approximately 47%, and a third customer for approximately 11.5% of
our sales.  The loss of a  significant  customer  could have a material  adverse
effect on our business and prospects.

Our manufacturing activity is subject to certain risks.

     We  currently  manufacture  all of our  products  at our two  manufacturing
facilities in New Jersey . As a result,  we are  dependent on the  uninterrupted
and efficient  operation of those facilities.  Our manufacturing  operations are
subject to power failures, the breakdown,  failure or substandard performance of
equipment, the improper installation or operation of equipment, natural or other
disasters,  and the  need to  comply  with the  requirements  or  directives  of
governmental   agencies,   including  the  FDA.   While  we  maintain   business
interruption  insurance,  there can be no assurance that the occurrence of these
or any other  operational  problems at our facilities  would not have a material
adverse effect on our business,  financial  condition and results of operations.
Furthermore,  there can be no assurance  that our insurance  will continue to be
available at a reasonable  cost or, if available,  will be adequate to cover any
losses  that  we  may  incur  from  an  interruption  in our  manufacturing  and
distribution operations.

We  may  be  unable  to  protect  our   intellectual   property  rights  or  may
inadvertently infringe on the intellectual property rights of others.

     We possess certain proprietary technology,  including patents, that is used
in our  manufacturing  processes.  We also possess  trademarks,  tradenames  and
similar intellectual property. There can be no assurance that we will be able to
protect  our  existing  and any  future  intellectual  property  adequately.  In
addition, the laws of certain foreign countries may not protect our intellectual
property rights to the same extent as the laws of the United States.  Litigation
in the United  States or abroad may be  necessary  to enforce  our  intellectual
property rights,  to determine the validity and scope of the proprietary  rights
of others or to defend against claims of infringement.  This litigation, even if
successful,  could result in  substantial  costs and  diversion of resources and
could have a material  adverse effect on our business,  results of operation and
financial condition.  If any such claims are asserted against us, we may seek to
obtain a license under the third party's intellectual property rights. There can
be no assurance,  however, that a license would be available on terms acceptable
or favorable to us, if at all.

One shareholder controls a substantial portion of our outstanding common stock.

     Paul O. Koether,  our Chairman and Chief Executive Officer,  owns, directly
or indirectly,  or exercises control over,  approximately 44% of our outstanding
shares of common stock as of July 1, 2004. Consequently, Mr. Koether may be able
to control the  election of  directors  to our board and to  generally  exercise
control over our affairs. His concentrated  ownership could also have the effect


                                       5

<PAGE>

of delaying,  determining  or preventing a change in control of our company that
might otherwise be beneficial to our shareholders.

Our stock price could fluctuate significantly,  which would affect shareholders'
ability to sell our  shares  and  jeopardize  our  listing  on the Nasdaq  Stock
Market.

     Our stock price has been volatile in recent years. The trading price of our
stock  could  be  subject  to  fluctuations  in  response  to:  o  broad  market
fluctuations and general economic conditions;

     o    fluctuations in our financial results;

     o    future offerings of our common stock or other securities;

     o    the general condition of our industry;

     o    increased competition;

     o    regulatory action;

     o    adverse publicity; and

     o    product and other public announcements.


     The stock market has historically  experienced significant price and volume
fluctuations.  There can be no assurance that an active market in our stock will
develop or continue to exist  thereafter  or that the price of our common  stock
will not decline.  Our future operating results may be below the expectations of
securities  analysts  and  investors.  If this were to  occur,  the price of our
common stock would likely decline, perhaps substantially.

     Our shares were initially  traded on the Nasdaq National  Market,  but were
moved to the Nasdaq  SmallCap  Market for failure to maintain the required share
price for  National  Market  listing.  If our stock price does not meet  minimum
requirements  for listing in the Nasdaq  Smallcap  Market,  our shares  could be
delisted.  In March  2003,  we were  advised by Nasdaq  that our share price was
below the $1.00  minimum  for  continued  listing,  and were given two months to
comply.  By April 2003,  our share price had increased  above the $1.00 minimum.
There can be no assurance  that we will  continue to maintain our listing on the
Nasdaq  Smallcap  Market  and our  failure to do so could  adversely  affect the
liquidity of the market for our shares.

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus (including the documents  incorporated by reference in this
prospectus) contains forward-looking  statements (as that term is defined in the
Private  Securities  Litigation  Reform Act of 1995) and  information  about our
financial  condition,  results of operations  and business that are based on our
current  and  future  expectations.  You can find  many of these  statements  be
looking for words such as 'estimate, 'project,' believe, 'anticipate,' 'intend,'
'expect' and similar  expressions.  These  statements  reflect our current views
with  respect  to future  events  and are  subject  to risks and  uncertainties,
including  those  discussed  under 'Risk  Factors,'  that could cause our actual


                                       6

<PAGE>

results to differ  materially  from those  contemplated  in the  forward-looking
statements.  We caution you that no forward-looking  statement is a guarantee of
future performance. You should not place undue reliance on these forward-looking
statements,  which  speak  only as of the  date of  this  prospectus.  We do not
undertake   any   obligation   to  publicly   release  any  revisions  to  these
forward-looking  statements to reflect events or circumstances after the date of
this  prospectus or to reflect the occurrence of  unanticipated  events that may
cause our  actual  results  to differ  from  those  expressed  or implied by the
forward-looking statements contained in this prospectus.

                                 USE OF PROCEEDS

     The  proceeds  from the sale of the common stock  offered  pursuant to this
prospectus are solely for the account of the selling  shareholders.  We will not
receive any of the proceeds from any sale of shares by the selling shareholders.

                              SELLING SHAREHOLDERS

     The following table sets forth, for the selling  shareholders as of July 1,
2004,  the  number of  shares of our  common  stock  beneficially  owned by each
selling  shareholder,  and the  number of  shares  that may be  offered  by each
selling  shareholder  using this  prospectus and each  shareholder's  percentage
ownership  of our common stock  assuming  the sale of all of the shares  offered
hereby.  We prepared this table based on the  information  supplied to us by the
selling shareholders. Beneficial ownership is calculated based upon requirements
of the SEC and is not  necessarily  indicative of  beneficial  ownership for any
other purpose.  Generally,  the table is based on 8,178,806 shares of our common
stock  outstanding as of July 1, 2004, but the Percentage  After Offering column
assumes the  exercise of options for 842,500  shares of common stock held by the
Selling Shareholders.

     We do not know when or in what amounts the selling  shareholders  may offer
shares for sale. The selling  shareholders may not sell all or any of the shares
offered by this prospectus.  Consequently,  we cannot estimate the number of the
shares that will be held by the selling  shareholders  after  completion  of the
offering.  However, for purposes of the table below, we have assumed that, after
completion of the offering,  none of the shares covered by this prospectus as of
the date of this prospectus will be held by the selling shareholders.

     This  prospectus  may be amended or  supplemented  from time to time to add
selling  shareholders  to or delete the names of selling  shareholders  from the
following list or to otherwise  amend or supplement the information in the table
set forth below.

<TABLE>
<S>                               <C>                    <C>            <C>                    <C>


                                   Number of Shares      Shares that     Number of Shares
                                  Beneficially Owned        may be      Beneficially Owned        Percentage
        Name                        before Offering        Offered        After Offering       After Offering(6)
-----------------------------     ------------------     -----------    ------------------     -----------------
Paul O. Koether                      3,918,665 (1)       255,000 (2)        2,956,165                33%
(Chief Executive Officer,
Chairman of the Board and a
Director; Executor of the Estate
of Natalie I. Koether)

The Estate of Natalie I. Koether
(former President)                   1,609,852 (3)       707,500 (4)          902,352                10%

                                       7

<PAGE>

Dr. Qun Yi Zheng
(President)                            540,000 (5)       540,000 (5)            -0-                  -0-

</TABLE>

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

(1)  Includes 55,000 shares subject to currently  exercisable  options (at $1.56
     per share)  previously  granted under the 1991 Plan and 200,000  previously
     issued upon the exercise of non-Plan  options granted to Mr. Koether.  Also
     includes  110,000 shares owned by Emerald  Partners of which Mr. Koether is
     the  sole  general   partner;   2,500,025  shares  owned  by  Sun  Equities
     Corporation   ("Sun   Equities")  of  which  Mr.  Koether  is  a  principal
     stockholder and Chairman;  73,030 shares held in discretionary  accounts of
     certain of Mr. Koether's  brokerage  customers;  163,110 shares held in Mr.
     Koether's  IRA  account;  460,000  shares owned by the Estate of Natalie I.
     Koether;  and  247,500  shares  subject to  currently  exercisable  options
     granted  under the 1991 Plan  (110,000  shares at $1.56 per  share) and the
     1997 Plan (137,500 shares at $5.23 per share) held by the Estate of Natalie
     I.  Koether.  Mr.  Koether  was the  husband  of Mrs.  Koether,  and is the
     executor of her estate.
(2)  Consists of the shares  described  in the first  sentence of footnote  (1),
     above.
(3)  Includes  460,000  shares  previously  issued upon the exercise of non-Plan
     options  granted to Natalie  Koether;  110,000  shares subject to currently
     exercisable  options  (at $1.56 per  share)  previously  granted to Natalie
     Koether  under  the  1991  Plan;   137,500   shares  subject  to  currently
     exercisable  options  (at $5.23 per  share)  previously  granted to Natalie
     Koether  under the 1997 Plan;  and 902,352  shares  owned by Sun  Equities,
     which  amount  represents  the  Estate's  proportionate  ownership  of  Sun
     Equities.
(4)  Consists  of the  shares,  other  than the  shares  owned by Sun  Equities,
     described in footnote (3), above.
(5)  Consists of 82,500  shares  subject to  currently  exercisable  options (at
     $2.76 per share)  previously  granted under the 1991 Plan;  155,000  shares
     subject to currently  exercisable options (55,000 shares at $5.00 per share
     and 100,000  shares at $3.13 per share)  previously  granted under the 1997
     Plan; and 302,500 shares subject to currently  exercisable non-Plan options
     (27,500  shares at $2.05 per  share,  75,000  shares at $1.00 per share and
     200,000 shares at $0.71 per share).
(6)  Assumes the exercise of options to purchase  842,500 shares of common stock
     held by the Selling Shareholders.


                              PLAN OF DISTRIBUTION

     The shares covered by this  prospectus may be offered and sold from time to
time by the  selling  shareholders.  The term  "selling  shareholders"  includes
pledgees,  donees,  transferees or other  successors-in-interest  selling shares
received after the date of this  prospectus  from the selling  shareholders as a
pledge, gift or other non-sale related transfer.  To the extent required, we may
amend and supplement  this  prospectus  from time to time to describe a specific
plan of distribution.

     The selling  shareholders  will act independently of us in making decisions
with  respect  to the  timing,  manner  and  size  of  each  sale.  The  selling
shareholders  may make these sales at prices and under terms then  prevailing or
at prices related to the then current market price. The selling shareholders may
also make sales in negotiated transactions, including pursuant to one or more of
the following methods:

     o    purchases  by  a  broker-dealer   as  principal  and  resale  by  such
          broker-dealer for its own account pursuant to this prospectus;

     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers;

     o    one or more block  trades in which the  broker-dealer  will attempt to
          sell the shares as agent but may  position and resell a portion of the
          block as principal to facilitate the transaction;

     o    an  over-the-counter  distribution in accordance with the rules of The
          Nasdaq Stock Market;


                                       8

<PAGE>

     o    through  brokers  pursuant to  pre-arranged  sales  plans  intended to
          qualify under Rule 10b5-1 of the  Securities  Exchange Act of 1934, as
          amended (the "Exchange Act");

     o    in privately negotiated transactions;

     o    in any combination of one or more of these methods; and

     o    in any other lawful method.

     In connection with  distributions  of the shares or otherwise,  the selling
     shareholders may:

     o    enter into hedging transactions with broker-dealers or other financial
          institutions, which may in turn engage in short sales of the shares in
          the course of hedging the positions they assume;

     o    sell the shares short and redeliver the shares to close out such short
          positions;

     o    enter into option or other  transactions with  broker-dealers or other
          financial  institutions  that  require the  delivery to them of shares
          offered by this prospectus, which they may in turn resell; and

     o    pledge  shares  to a  broker-dealer  or other  financial  institution,
          which, upon a default, they may in turn resell.

     In  addition,  the  selling  shareholders  may sell all or a portion of the
shares that  qualify for sale  pursuant to Rule 144 or 145 under the  Securities
Act rather than pursuant to this prospectus.

     Sales  through  brokers may be made by any method of trading  authorized by
any  stock  exchange  or market on which  the  shares  may be listed or  quoted,
including block trading in negotiated transactions.

     Without  limiting  the  foregoing,  such  brokers  may  act as  dealers  by
purchasing any or all of the shares covered by this prospectus, either as agents
for others or as principals  for their own accounts,  and reselling  such shares
pursuant  to  this  prospectus.   The  selling   shareholders  may  effect  such
transactions  directly,  or indirectly through  underwriters,  broker-dealers or
agents  acting on their behalf.  In effecting  sales,  broker-dealers  or agents
engaged by the  selling  shareholder  may arrange  for other  broker-dealers  to
participate.  Broker-dealers  or agents may receive  commissions,  discounts  or
concessions  from  the  selling  shareholders,   in  amounts  to  be  negotiated
immediately prior to the sale.

     In  offering   the  shares   covered  by  this   prospectus,   the  selling
shareholders,  and any broker-dealers and any other participating broker-dealers
who  execute  sales  for  the  selling   shareholders,   may  be  deemed  to  be
"underwriters" within the meaning of the Securities Act in connection with these
sales. Any profits realized by the selling  shareholders and the compensation of
such broker-dealers may be deemed to be underwriting discounts and commissions.


                                       9

<PAGE>

     In order to comply with the securities laws of certain  states,  the shares
must be sold in those  states only  through  registered  or licensed  brokers or
dealers.  In addition,  in certain states the shares may not be sold unless they
have  been  registered  or  qualified  for  sale in the  applicable  state or an
exemption from the registration or qualification requirement is available and is
complied with.

     We have advised the selling shareholders that the  anti-manipulation  rules
of  Regulation  M under  the  Exchange  Act may  apply to sales of shares in the
market and to the activities of the selling  shareholders  and their  respective
affiliates. In addition, we will make copies of this prospectus available to the
selling  shareholders  for the purpose of  satisfying  the  prospectus  delivery
requirements of the Securities Act. The selling  shareholders  may indemnify any
broker-dealer that participates in transactions involving the sale of the shares
against certain liabilities,  including liabilities arising under the Securities
Act.

     All costs,  expenses and fees in connection  with the  registration  of the
shares offered  hereby will be borne by us.  Brokerage  commissions  and similar
selling  expenses,  if any,  attributable to the sale of shares will be borne by
the selling shareholders.

               LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

     Our bylaws provide that we will indemnify all of our directors and officers
to the fullest  extent  permitted by Delaware law. Our by laws also authorize us
to indemnify our employees and other agents.

     Delaware  law  permits a  corporation  to  provide  in its  certificate  of
incorporation  that a director of the corporation shall not be personally liable
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a  director,  except  for  liability  for any  breach  of the
director's duty of loyalty to the corporation or its  stockholders,  for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law,  for  liability  arising  under  Section 174 of the  Delaware
General  Corporation Law, or for any transaction from which the director derived
an  improper  personal  benefit.   Our  amended  and  restated   certificate  of
incorporation  provides for the elimination of personal  liability of a director
for breach of fiduciary duty, as permitted by Delaware law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers  or persons  controlling  us
pursuant to the foregoing provisions or otherwise, we have been informed that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.

                                  LEGAL MATTERS

     The validity of the shares of our common stock  offered by this  prospectus
will be passed upon for us by Davies Ward Phillips & Vineberg LLP, New York, New
York.


                                       10

<PAGE>


                                     EXPERTS

     The consolidated  financial  statements  incorporated in this prospectus by
reference  from the  Company's  Annual  Report on Form 10-KSB for the year ended
December  31,  2003 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their report, which is incorporated herein by reference,
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the  Securities  and Exchange  Commission a registration
statement on Form S-8, of which this prospectus is a part,  under the Securities
Act,  with  respect  to the  shares of common  stock  offered  pursuant  to this
prospectus.  As allowed by SEC rules,  this  prospectus does not contain all the
information you can find in the  registration  statement or the exhibits to that
registration  statement.  Statements contained in this prospectus concerning the
provisions of any document are not necessarily complete. You should refer to the
copies of those  documents  filed as exhibits to the  registration  statement or
otherwise  filed by us with the  Securities  and Exchange  Commission for a more
complete understanding of the matters involved.  Each statement concerning those
documents is qualified in its entirety by such reference.

     We are also subject to the informational  requirements of the Exchange Act.
In  accordance  with the  Exchange  Act, we file annual,  quarterly  and current
reports, proxy statements and other information with the Securities and Exchange
Commission.  You may read and copy any reports,  statements or other information
that we file  with  the SEC at the  SEC's  public  reference  room at 450  Fifth
Street, NW,  Washington,  D.C. 20549. You may call the SEC at 1-800-SEC-0330 for
further information on the public reference room. The SEC maintains a website at
"www.sec.gov" that contains reports, proxy and information statements, and other
information regarding companies that file electronically with the SEC, including
us. You may also find portions of the reports,  proxy and information statements
we file  electronically  with the SEC  under  "News/Investors"  on our  internet
website at http://www.pureworld.com.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC regulations allow us to "incorporate by reference" information into
this prospectus,  which means that we can disclose important  information to you
by  referring  you to  another  document  filed  separately  with the  SEC.  The
information  incorporated  by reference is considered  part of this  prospectus.
Information  incorporated  by reference from earlier  documents is superseded by
information  set forth  herein and  information  that has been  incorporated  by
reference from more recent documents.

     The following  documents filed by us with the SEC are  incorporated in this
prospectus by reference:

     o    Our Annual  Report on Form 10-KSB for the fiscal  year ended  December
          31, 2003 filed on March 30, 2004;

     o    Our  Quarterly  Report on Form 10-QSB for the quarter  ended March 31,
          2004, filed on May 13, 2004;

                                       11

<PAGE>

     o    Our Reports on Form 8-K filed on January 14,  2004,  January 29, 2004,
          April 23, 2004 and June 3, 2004.

     o    Our  Registration  Statement  on Form  8-A  filed  on  July  1,  1982,
          describing the terms,  rights and provisions  applicable to our common
          stock,  including  any  amendments or reports filed for the purpose of
          updating such description.

     In addition,  all documents  subsequently  filed by us pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this registration statement which indicates that all
of the  shares  of the  our  common  stock  offered  have  been  sold  or  which
deregisters  all such  shares  then  remaining  unsold,  shall be  deemed  to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed  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 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
registration statement.

     You can obtain any of the documents  incorporated by reference from the SEC
or the SEC's Internet web site as described  above.  Documents  incorporated  by
reference  also are  available  from us without  charge,  including any exhibits
specifically  incorporated  by  reference  therein.  You  may  obtain  documents
incorporated by reference in this prospectus by requesting them in writing or by
telephone from us at the following address:

                  Sue Ann Merrill, Chief Financial Officer
                  Pure World, Inc.
                  376 Main Street
                  P.O. Box 74
                  Bedminster, New Jersey 07921
                  (908) 234-9220

     You  should  rely only on the  information  contained  or  incorporated  by
reference in this prospectus.  We have not authorized anyone to provide you with
information  that is different from what is contained in this  prospectus.  This
prospectus  is dated July 20, 2004.  You should not assume that the  information
contained in this prospectus is accurate as of any date other than that date.















                                       12

<PAGE>






                                1,502,500 SHARES



                                PURE WORLD, INC.



                                  Common Stock

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


                                   PROSPECTUS

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





                                  July 20, 2004




<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission") by Pure World,  Inc. (the "Company" or the "Registrant") are
incorporated herein by reference and made a part hereof:

     (a)  The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 2003.

     (b)  The  Company's  Quarterly  Report on Form 10-QSB for the quarter ended
          March 31, 2004.

     (c)  The  description  of the Company's  common stock,  par value $0.01 per
          share, contained in the Registration Statement on Form 8-A of Computer
          Memories Incorporated filed with the Commission on July 1, 1982, under
          Commission file No. 0-10566.

     (d)  The Company's Current Reports on Form 8-K filed with the Commission on
          January 14, 2004, January 29, 2004, April 23, 2004 and June 8, 2004

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") prior to the filing of a  post-effective  amendment to
this Registration  Statement which indicates that all securities covered by this
Registration Statement have been sold or which deregisters all of the securities
then remaining  unsold,  will be deemed to be  incorporated by reference in this
Registration Statement and to be a part of this document from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by reference in this document will be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  in  this  document  or in  any  other  subsequently  filed
documents  that also is or is deemed to be  incorporated  by  reference  in this
document  modifies or supersedes such statement.  Any such statement so modified
or  superseded  will not be deemed,  except as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.


                                      II-1

<PAGE>

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102 of the Delaware  General  Corporation Law, or DGCL, as amended,
allows a  corporation  to  eliminate  the  personal  liability of directors of a
corporation to the  corporation  or its  stockholders  for monetary  damages for
breach of fiduciary duty as a director,  except where the director  breached the
duty of loyalty,  failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law,  authorized the payment of a dividend or approved a
stock  repurchase  in  violation of the DGCL,  or obtained an improper  personal
benefit.

     Section 145 of the DGCL  provides,  among other things,  that a corporation
may  indemnify  any person who was or is a party or is  threatened  to be made a
party to any threatened,  pending or completed action, suit or proceeding (other
than an  action by or in the  right of the  corporation),  by reason of the fact
that  the  person  is or was a  director,  officer,  agent  or  employee  of the
corporation,  or is or was serving at the  corporation's  request as a director,
officer, agent or employee of another corporation,  partnership,  joint venture,
trust  or  other  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not opposed to the best  interests of the  corporation,  and with respect to any
criminal  action or  proceeding  had no  reasonable  cause to believe his or her
conduct was unlawful. The power to indemnify applies to actions brought by or in
the right of a corporation as well, but only to the extent of defense  expenses,
including  attorneys'  fees,  actually  and  reasonably  incurred and not to any
satisfaction of judgment or settlement of the claim itself, and with the further
limitation that in such actions no indemnification shall be made in the event of
any adjudication of liability to the corporation,  unless and only to the extent
that the court believes that in light of all the  circumstances  indemnification
should apply.  Furthermore,  under the DGCL,  if a present or former  officer or
director is  successful on the merits or otherwise in the defense of any action,
suit or proceeding,  referred to above, or in the defense of any claim, issue or
matter therein,  such person shall be indemnified  against  expenses  (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.

     As  permitted  by the DGCL,  the  Company's  certificate  of  incorporation
includes a provision  eliminating the personal liability of its directors to the
Company and its  stockholders for monetary damages for breach of their fiduciary
duties as directors,  subject to the  exceptions  set forth in DGCL Section 102.
The Company's By-laws provide that the Company,  to the maximum extent permitted
by the DGCL (or any other  applicable law, rule or regulation),  shall indemnify
and hold  harmless each person who was or is a party or is threatened to be made
a party to any  threatened,  pending or completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that  he,  or a  person  of whom  he is the  legal  representative,  is or was a
director or officer of the  Company,  or is or was serving at the request of the
Company as a director  or officer  of another  corporation,  partnership,  joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or  proceeding.  Expenses
incurred by any such person in  defending  a civil or criminal  action,  suit or
proceeding  shall be paid by the Company in advance of the final  disposition of
such action, suit or proceeding, to the maximum extent permitted by law.

                                      II-2

<PAGE>


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

     All of the restricted  securities  issued by the Company to the two selling
shareholders  who  are  reoffering  and  reselling  such  restricted  securities
pursuant  to this  registration  statement  were  issued  in  reliance  upon the
exemption from registration under Section 4(2) of the Securities Act relating to
sales by an issuer not involving any public offering.  The restricted securities
were  issued  pursuant  to options  granted to  Natalie I.  Koether,  the former
President  of the  Company,  and to Paul O.  Koether,  the  Chairman  and  Chief
Executive Officer of the Company.  The options were exercised by Mr. Koether and
by the Estate of Natalie I. Koether after Mrs. Koether's death in October, 2003.
Mr. Koether is the executor of the Estate of Natalie I. Koether. Mr. Koether had
access, through his position with the Company, to adequate information about the
Company  including,  but not limited to its annual,  quarterly and other reports
and  statements  filed with the  Commission  pursuant to the  Exchange  Act. Mr.
Koether was informed that the shares of common stock issued upon exercise of the
options are restricted securities and therefore cannot be resold except pursuant
to a valid exemption from  registration  under the Securities Act or pursuant to
an effective  registration  statement under the Securities Act. The issuances of
such restricted securities were made without the use of an underwriter.

ITEM 8.     EXHIBITS

Exhibit
-------
Number      Exhibit
------      --------------------------------------------------------------------

4.1       1991 Non-Qualified  Stock Option Plan of the Registrant  (incorporated
          by  reference  to  Exhibit  A to the  definitive  Proxy  Statement  on
          Schedule 14A of Computer Memories Incorporated,  filed on July 8, 1992
          under Commission file no. 0-10566).

4.2       1997 Non-Qualified  Stock Option Plan of the Registrant  (incorporated
          by  reference  to  Exhibit  99 to the  Registrant's  definitive  Proxy
          Statement on Schedule 14A filed on October 17, 1997).

4.3       Form of Stock Option Agreement

5.1       Opinion of Davies Ward Phillips & Vineberg LLP

23.1      Consent of Deloitte & Touche LLP

23.2      Consent of Davies Ward  Phillips & Vineberg  LLP  (included as part of
          Exhibit 5.1)

24        Power of Attorney (set forth on the signature page of the 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:

                                      II-3

<PAGE>

                    (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.  Notwithstanding
                         the  foregoing,  any increase or decrease in the volume
                         of  securities  offered (if the total  dollar  value of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high and
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent  change in the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  registration
                         statement; and

                    (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  Section  15(d)  of the  Exchange  Act  that  are
                         incorporated   by   reference   in   the   Registration
                         Statement.

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

               3.   To remove  from  registration  by means of a  post-effective
                    amendment  any of the  securities  being  registered  hereby
                    which remain unsold at the termination of the offering.

          (b)  The  undersigned  Registrant  hereby  undertakes  that,  for  the
               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
               hereof.


                                      II-4

<PAGE>

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
























                                      II-5

<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 Bedminster,  State of New Jersey, on the _____ day of
July, 2004.

                                        Pure World, Inc.


                                        By: /s/ Paul O. Koether
                                            ---------------------------
                                            Paul O. Koether
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints Paul O. Koether and Sue Ann Merrill,  and
each or any of them,  his/her true and lawful  attorney-in-fact  and agent, with
full power of substitution and resubstitution,  for him/her and in his/her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully to all intents and purposes as he/she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents,  or  any  of  them,  or  their,  or  his  or her
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

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

       Signature                           Title                        Date
--------------------------   --------------------------------     --------------
                             Chairman of the Board, Chief          July 20, 2004
                             Executive Officer and Director
/s/ Paul O. Koether          (Principal Executive Officer)
--------------------------
Paul O. Koether

                             Chief Financial Officer, Vice         July 20, 2004
                             President and Treasurer (Principal
/s/ Sue Ann Merrill          Financial and Accounting Officer)
-------------------------
Sue Ann Merrill


/s/ William Mahomes, Jr.
-------------------------                                          July 20, 2004
William Mahomes, Jr.         Director

/s/ Alfredo Mena
-------------------------                                          July 20, 2004
Alfredo Mena                 Director

                                      II-6


<PAGE>

                                  EXHIBIT INDEX

Exhibit
-------
Number         Exhibit
-------        -------

4.1       1991 Non-Qualified  Stock Option Plan of the Registrant  (incorporated
          by  reference  to  Exhibit  A to the  definitive  Proxy  Statement  on
          Schedule 14A of Computer Memories Incorporated,  filed on July 8, 1992
          under Commission file no. 0-10566).

4.2       1997 Non-Qualified  Stock Option Plan of the Registrant  (incorporated
          by  reference  to  Exhibit  99 to the  Registrant's  definitive  Proxy
          Statement on Schedule 14A filed on October 17, 1997).

4.3       Form of Stock Option Agreement

5.1       Opinion of Davies Ward Phillips & Vineberg LLP

23.1      Consent of Deloitte & Touche LLP

23.2      Consent of Davies Ward  Phillips & Vineberg  LLP  (included as part of
          Exhibit 5.1)

24        Power of Attorney (set forth on the signature page of the Registration
          Statement)
[{"type": "S-8", "sequence": "1", "filename": "s8document.txt", "secsgml_size_bytes": 72082}]
{"company-data": {"conformed-name": "PURE WORLD INC", "cik": "0000356446", "assigned-sic": "6799", "irs-number": "953419191", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117496", "film-number": "04921402"}, "business-address": {"street1": "P O BOX 74", "street2": "376 MAIN ST", "city": "BEDMINSTER", "state": "NJ", "zip": "07921", "phone": "9082349220"}, "mail-address": {"street1": "P O BOX 74", "street2": "376 MAIN STREET", "city": "BEDMINSTER", "state": "NJ", "zip": "07921"}, "former-company": [{"former-conformed-name": "AMERICAN HOLDINGS INC /DE/", "date-changed": "19940411"}, {"former-conformed-name": "COMPUTER MEMORIES INC /DE/", "date-changed": "19940411"}, {"former-conformed-name": "COMPUTER MEMORIES INC", "date-changed": "19920908"}]}
Registration No. 333-___________

      As filed with the Securities and Exchange Commission on July 20, 2004

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

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

                                PURE WORLD, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                    95-3419191
---------------------------------          -----------------------------------
  (State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

                          376 Main Street, P.O. Box 74
                          Bedminster, New Jersey 07921
            ---------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                      1991 Non-Qualified Stock Option Plan
                      1997 Non-Qualified Stock Option Plan
                             Stock Option Agreements
            ---------------------------------------------------------
                            (Full title of the plan)

                                 Paul O. Koether
                                Pure World, Inc.
                          376 Main Street, P.O. Box 74
                          Bedminster, New Jersey 07921
        -----------------------------------------------------------------
                    (Names and address of agent for services)
                                 (908) 234-9220
        -----------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Guy P. Lander, Esq.
                       Davies Ward Phillips & Vineberg LLP
                         625 Madison Avenue, 12th Floor
                            New York, New York 10022

                         Calculation of Registration Fee
Title of Securities to be       Amount to be          Proposed Maximum          Proposed Maximum             Amount of
      Registered                 Registered       Offering Price Per Share    Aggregate Offering Price    Registration Fee
-----------------------------------------------------------------------------------------------------------------------------

                               660,000 Shares (1)           $1.85 (7)              $1,221,000                 $154.70
      Common Stock
par value, $.01 per share      482,700 Shares (2)(6)        $1.13 (8)                $546,900                  $69.30

                               293,700 Shares (3)(6)        $2.05 (8)                $603,099                  $76.41

                               541,450 Shares (4)           $3.92 (8)              $2,122,001                 $268.86

                                 8,550 Shares (5)(6)        $1.85(7)                  $15,818                   $2.00

                             1,986,400 Shares                                      $4,508,818                 $571.27
-----------------------------------------------------------------------------------------------------------------------------
(1) Consists of shares of common stock issued under non-Plan options.
(2) Consists of shares of common stock underlying outstanding non-Plan options.
(3) Consists of shares of common stock underlying  outstanding  options  granted
    under the  Registrant's  1991  Non-Qualified  Stock Option  Plan  (the "1991
    Plan").
(4) Consists of  shares of  common stock  underlying outstanding options granted
    under  the  Registrant's  1997  Non-Qualified Stock  Option  Plan (the "1997
    Plan").
(5) Consists of  shares issuable upon options available for grant under the 1997
    Plan.
(6) In  accordance  with  Rule  416  under  the  Securities  Act  of  1933  (the
    "Securities Act") there are also registered hereby such indeterminate number
    of shares of common stock as may become issuable by reason of  the operation
    of  the anti-dilution provisions of the non-Plan option agreements, the 1991
    Plan and the 1997 Plan.
(7) Pursuant  to  Rule  457(c)  and (h) under  the  Securities act, the proposed
    maximum offering price per share was  determined based on the average of the
    bid  and  asked prices  of the Registrant's  common stock as reported by the
    Nasdaq Stock Market on July 14, 2004.
(8) Pursuant  to  Rule 457(h)  under the  Securities  Act, the  proposed maximum
    offering price per share was calculated for an aggregate of 1,317,850 shares
    of common  stock issuable  upon exercise of outstanding non-Plan options and
    outstanding options  granted under the 1991 Plan and the 1997 Plan, based on
    the average per share exercise prices of such options, as set  forth  in the
    Calculation of Registration Fee table.
EXPLANATORY NOTE

     The Registrant has prepared this Registration  Statement in accordance with
the  requirements  of Form S-8 under the Securities Act of 1933, as amended (the
"Securities  Act"),  to  register  (i) 293,700  shares of common  stock that are
issuable upon the exercise of options  previously granted under the Registrant's
1991  Non-Qualified  Stock Option Plan (the "1991 Plan") (ii) 541,450  shares of
common stock that are issuable upon exercise of options previously granted under
the  Registrant's  1997  Non-Qualified  Stock Option Plan (the "1997 Plan",  and
together with the 1991 Plan, the "Plans"),  (iii) 482,700 shares of common stock
issuable  upon  exercise  of options  granted  outside  of the Plans  ("non-Plan
Options"),  (iv) 660,000 shares of common stock that have previously been issued
under  non-Plan  Options,  and (v) 8,550  shares of common  stock that have been
issued under non-Plan Options.

     This  Registration  Statement  also  includes a  prospectus  (the  "Reoffer
Prospectus")  prepared in accordance with General  Instruction C of Form S-8 and
in  accordance  with  the  requirements  of Part I of  Form  S-3.  This  Reoffer
Prospectus  may be used for  reofferings  or resales on a continuous  or delayed
basis in the future by  affiliates  of the Company of an  aggregate of 1,502,500
shares of common  stock that have either been  previously  issued by the Company
upon  exercise of non-Plan  Options or that may be issued upon  exercise of Plan
and non-Plan Options previously granted by the Company.

                                     PART I
                                     ------

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in the  1991  Plan and the 1997  Plan as
specified by Rule  428(b)(1)  under the  Securities Act of 1933, as amended (the
"Securities  Act").  Such  documents are not being filed with the Securities and
Exchange Commission,  but constitute,  along with the documents  incorporated by
reference  into  this  Registration  Statement,  a  prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The  Company  will  furnish  without  charge  to each  person  to whom  the
prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents  incorporated  by reference in Item 3 of Part II
of this  Registration  Statement,  other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference to the information that
is  incorporated).  Requests  should be directed to Pure World,  Inc.,  376 Main
Street, P.O. Box 74, Bedminster,  New Jersey 07921, Attention:  Sue Ann Merrill;
telephone number (908) 234-9220.

NOTE: The Reoffer  Prospectus  referred to in the Explanatory  Note follows this
page.
REOFFER PROSPECTUS

                                1,502,500 SHARES

                                PURE WORLD, INC.

                                  COMMON STOCK

     This  prospectus  is being used for the offering and sale from time to time
by the selling shareholders  identified on page 7 of this prospectus of up to an
aggregate of 1,502,500  shares of our common stock that have been issued  under,
or may in the  future be issued  upon  exercise  of,  stock  options  previously
granted under our 1991 Non-Qualified Stock Option Plan (the "1991 Plan") and our
1997  Non-Qualified  Stock Option Plan (the "1997 Plan" and,  together  with the
1991 Plan,  the "Plans")  and options  previously  granted  outside of the Plans
("non-Plan Options").

     The selling shareholders,  or their pledgees,  donees, transferees or other
successors-in-interest,  may offer the common  stock  through  public or private
transactions, at prevailing market prices or at privately negotiated prices. The
selling  shareholders  will receive all of the net proceeds from the sale of the
shares. We will not receive any proceeds from the sale of the shares. All costs,
expenses and fees in  connection  with the  registration  of the shares  offered
hereby will be borne by us. Brokerage  commissions and similar selling expenses,
if  any,  attributable  to the  sale of  shares  will be  borne  by the  selling
shareholders.

     Our common stock is listed on the Nasdaq  SmallCap  Market under the symbol
"PURW." On July 14, 2004, the last sale price of our common stock as reported by
Nasdaq SmallCap Market was $1.92 per share.

     Investing in our common stock involves  significant  risks. You should read
the  "Risk  Factors"  section  beginning  on  page 2 of this  prospectus  before
investing.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                  The date of this Prospectus is July 20, 2004
TABLE OF CONTENTS

SUMMARY........................................................................1

RISK FACTORS...................................................................2

NOTE REGARDING FORWARD-LOOKING STATEMENTS......................................6

USE OF PROCEEDS................................................................7

SELLING SHAREHOLDERS...........................................................7

PLAN OF DISTRIBUTION...........................................................8

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS...........................10

LEGAL MATTERS.................................................................10

EXPERTS.......................................................................11

WHERE YOU CAN FIND MORE INFORMATION...........................................11

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................11

                                       i
SUMMARY

     You should rely only on the  information  contained in this  prospectus  or
incorporated by reference into this prospectus. We have not authorized any other
person to provide you with different  information.  The information contained in
this prospectus is accurate only as of the date of this  prospectus,  regardless
of the time of delivery of this prospectus or of any sale of common stock.

     This  prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy,  nor shall  there be any sale of these  shares by any person in
any  jurisdiction in which it is unlawful for that person to make such an offer,
solicitation or sale.

     We sometimes refer to Pure World, Inc. as the "Company." To understand this
offering  fully,  you should  read this  entire  document  carefully,  including
particularly the "Risk Factors" section, as well as the documents  identified in
the section titled "Where you Can Find More Information."

Business of Pure World
----------------------

     Through  our  wholly-owned  subsidiary,  Pure World  Botanicals,  Inc.,  we
develop,  manufacture and sell natural  ingredients that are principally derived
from plant materials using our proprietary extraction technology.  Extraction is
the  process  by which the  commercial  ingredients  of plants  are drawn out by
applying a solution consisting of water or a combination of water and alcohol to
the raw  materials.  The resultant  extract can be converted  into fluid,  solid
(paste) or powdered  form,  which can be formed  into  tablets or  capsules.  We
currently produce more than one thousand botanical  extracts,  derived from over
200 botanicals,  that are used by the cosmetic,  food and flavor,  nutraceutical
(e.g., vitamins, minerals, antioxidants,  medical and other dietary supplements)
and pharmaceutical  industries to manufacture finished products for the consumer
market.  We obtain the raw materials for our products from a variety of growers,
collectors and brokers.

     We manufacture our products at our botanical  extraction  facility in South
Hackensack,  New Jersey,  which we believe is the largest such facility in North
America. This facility also houses our laboratory operations, including research
and development, quality control, microbiology,  analytical instrumentation, and
others. As a registered Food and Drug Administration,  or FDA, facility,  we are
authorized  to  manufacture  the  U.S.  Pharmacoepia  and  pharmaceutical  grade
products and in 1999 were certified to manufacture  organic extracts and powders
by  NSF  International,  a  leading  not-for-profit  standards  development  and
certification organization for public health and safety matters. We also operate
a warehouse and botanical powdering facility in Teterboro,  New Jersey,  located
adjacent  to our  South  Hackensack  facility.  We  also  lease a  warehouse  in
Carlstadt, New Jersey.

     Certain  aspects of our  business  are  regulated by the FDA and by the New
Jersey Department of Health, and by the Bureau of Alcohol,  Tobacco and Firearms
with respect to our use of alcohol in our production processes.

                                       1
Our principal and  executive  offices are located at 376 Main Street,  P.O.
Box 74, Bedminster, New Jersey 07921. Our telephone number is (908) 234-9220 and
our website address is www.pureworld.com.

                                  RISK FACTORS

     You should  carefully  consider the risk factors  listed below.  These risk
factors may cause our future  earnings  or our  financial  condition  to be less
favorable  than we expect.  This list  includes  only the risk  factors  that we
believe are most important and is not a complete list of risks.  Other risks may
be  significant,  and the risks listed  below may affect us to a greater  extent
than indicated. You should read this section together with the other information
in this prospectus and the documents that are incorporated  into this prospectus
be reference.

We have a history of operating losses.

     As of December 31, 2003, we had an accumulated deficit of $27, 227,000. For
the years ended  December  31, 2003 and 2002,  we had net losses of $245,000 and
$1,842,000,  respectively.  Although we had net income of $202,000 for the first
quarter of 2004,  we have not had a fiscal year of profitable  operations  since
1998 and may never again achieve or maintain profitable  operations for a fiscal
year.

Our industry is highly competitive and we may be unable to compete effectively.

     The market for our products is highly competitive.  Some of our competitors
are substantially  larger and have greater financial  resources and broader name
recognition  than we do. Our larger  competitors  may be able to devote  greater
resources to research and development, marketing and other activities that could
provide them with a competitive  advantage.  Our market has relatively low entry
barriers and is highly  sensitive to the  introduction  of new products that may
rapidly capture a significant  market share. Some small foreign  competitors may
compete  with us on the basis of price,  which may cause us to reduce the prices
of our products.  Increased  competition could have a material adverse effect on
our financial condition and results of operations.

Our  business  is subject  to the  effects of  adverse  publicity,  which  could
negatively affect our sales and revenues.

     Our  business can be affected by adverse  publicity or negative  perception
about our industry,  our competitors,  or our business  generally.  This adverse
publicity may include publicity about the nutraceuticals industry generally, the
safety and  quality of  nutritional  supplements  and  "natural"  personal  care
products or ingredients in general or our products or ingredients  specifically,
and  regulatory  investigations,  regardless  of  whether  these  investigations
involve us or the business  practices or products of our competitors.  There can
be no assurance that we will be able to avoid any adverse  publicity or negative
public  perception  in the future.  Any  adverse  publicity  or negative  public
perception will likely have a material adverse effect on our business, financial
condition  and results of  operations.  Our  business,  financial  condition and
results of operations also could be adversely affected if any of our products or
any similar  products  distributed  by other  companies are alleged to be or are
proved to be harmful to consumers or to have unanticipated health consequences.

                                       2
We could be exposed to product liability  claims,  which may be costly and could
have a material adverse effect on our business.

     We,  like other  retailers,  distributors  and  manufacturers  of  products
designed  for human  consumption  or use,  face an inherent  risk of exposure to
product liability claims if the use of our products results in injury. We may be
subjected to various product liability claims, including, among others, that our
products  include  inadequate   instructions  for  use  or  inadequate  warnings
concerning  possible side effects and  interactions  with other  substances.  In
addition,  although we maintain  strict  quality  controls and  procedures,  our
products may contain contaminated substances.

     We maintain product liability insurance coverage for our business. The cost
of  this  coverage  has  increased  dramatically  in  recent  years,  while  the
availability  of adequate  insurance  coverage  has  decreased.  There can be no
assurance  that  affordable  product  liability  insurance  will  continue to be
available or that our  insurance  will be adequate to cover any liability we may
incur.  Additionally,  it is  possible  that one or more of our  insurers  could
exclude from our coverage certain products that we manufacture and sell. In such
event, we may have to stop using those ingredients or rely on indemnification or
similar  arrangements  with our  customers who wish to continue to include those
ingredients in their products.  A substantial  increase in our product liability
risk or the loss of  customers  or product  lines could have a material  adverse
effect on our results of operations and financial condition.

Our  growth may be  adversely  affected  if we do not  continue  to develop  new
products.

     We believe that our growth is  substantially  dependent upon our ability to
introduce  new  products,   and  we  seek  to  introduce   additional   products
periodically. The success of new products is dependent upon a number of factors,
including our ability to develop  products that will appeal to our customers and
respond to market trends in a timely manner.  There can be no assurance that our
efforts to develop new products will be  successful  or that our customers  will
accept our new products. New products can often take substantial periods of time
to develop,  market and sell.  Some new products fail and as a result have to be
discontinued. In addition, products currently experiencing strong popularity and
rapid growth may not maintain their sales volumes over time.

Our products and manufacturing  activities are subject to government regulation,
which  could  limit or prevent  the sale of our  products  in some  markets  and
increase our costs.

     The  manufacturing,   processing,   formulation,  packaging,  labeling  and
advertising of our nutraceutical products (e.g., vitamins,  minerals,  etc.) and
certain of our other  products are subject to  regulation by one or more federal
agencies,  including  the  Food  and  Drug  Administration,  the  Federal  Trade
Commission,  the Consumer Product Safety Commission, and the Occupational Safety
and Health Administration,  as well as the Bureau of Alcohol, Tobacco & Firearms
and  with  respect  to our use of  alcohol  in our  production  processes  These
activities are also regulated by various  agencies of the states and localities,
as well as of foreign countries, in which our products may be sold. We may incur
significant costs in complying with these regulations.  If we cannot comply with
government  regulations affecting our business and products, we may be forced to
curtail or cease our business operations.

                                       3
We may be  subject  to  significant  inventory  write-off  expenses  due to poor
manufacturing planning or changes in sales trends.

     We test our products for stability and each product has an expiration  date
after which the product  cannot be sold.  Expiration  dates are usually three or
four years. To provide the freshest products possible, we attempt to produce our
products  on a  just-in-time  basis.  However,  as sales  trends  change  we may
over-produce  finished goods inventory or have excess raw materials that are not
used before their expiration dates. We regularly dispose of overstocked finished
goods and expired raw material inventory. Should sales trends change too rapidly
or our manufacturing planning be poor, we could be subject to larger than normal
expenses for writing off inventory,  which would affect our financial  condition
and results of operations.

If we are unable to attract and retain  qualified  personnel,  our business will
suffer.

     We believe our success depends largely on our ability to attract,  maintain
and  motivate   highly   qualified   technical/scientific   personnel.   We  are
particularly  dependent  on the  efforts  of Dr.  Qun Yi Zheng,  our  president.
Competition for qualified  individuals can be intense, and we may not be able to
hire additional  qualified personnel in a timely manner and on reasonable terms.
Our inability to hire and retain necessary  personnel could adversely affect our
business.

There are few  conclusive  clinical  studies for many of the products we produce
and, accordingly, no independent verification of their safety and efficacy.

     Although  many of our  products  are  vitamins,  minerals,  herbs and other
substances for which there is a long history of human  consumption,  some of our
products contain innovative ingredients or combinations of ingredients. Although
we  believe  all of our  products  to be safe when taken as  directed,  there is
little  long-term   experience  with  human  consumption  of  certain  of  these
innovative product ingredients or combinations thereof in concentrated form.

If our  suppliers  fail  to  provide  us with  quality  products  in  sufficient
quantities and in a timely fashion, our business could suffer.

     We purchase all of our raw materials from third parties. We do not have any
long-term supply  contracts with our suppliers.  For the year ended December 31,
2003,  approximately ten of our suppliers accounted for approximately 60% of our
purchases of raw materials; however, only one single supplier accounted for more
than 10% of such purchases. The raw materials we use are botanical, agricultural
or otherwise naturally occurring materials. The availability of agricultural raw
materials is subject to many risks, including disease, pest infestation, adverse
weather  conditions,  adverse ground conditions and natural and other disasters.
Certain  agricultural  raw materials are available only at specific times during
the  year  due  to  the  seasonality  of  growing  periods  and  harvest  times.
Additionally,  the available  amount of raw materials  that are gathered and not
cultivated  may not adjust in  response  to  increasing  demand.  A  substantial
portion of our raw materials is obtained  from foreign  sources that are subject
to various U.S.  restrictions on imports,  as well as foreign  governmental  and
other production and export  restrictions.  Raw materials  obtained from outside
the United  States may not be  cultivated  or  gathered  under the same  quality
control standards employed by us or our domestic suppliers.  Further, imports of

                                       4
raw materials may be subject to delays due to transportation or handling.  There
can be no assurance that we will be able to obtain the necessary  amounts of raw
materials to meet the demand for our  products.  If we experience a raw material
shortage, it could have a material adverse effect on our business.

A substantial part of our business is derived from a small number of customers

     For  the  year  ended  December  31,  2003,  one  customer   accounted  for
approximately  30% of our  sales,  but less  than 5% of sales in the  first  six
months of 2004. For the first half of our current fiscal year,  another customer
accounted for approximately 47%, and a third customer for approximately 11.5% of
our sales.  The loss of a  significant  customer  could have a material  adverse
effect on our business and prospects.

Our manufacturing activity is subject to certain risks.

     We  currently  manufacture  all of our  products  at our two  manufacturing
facilities in New Jersey . As a result,  we are  dependent on the  uninterrupted
and efficient  operation of those facilities.  Our manufacturing  operations are
subject to power failures, the breakdown,  failure or substandard performance of
equipment, the improper installation or operation of equipment, natural or other
disasters,  and the  need to  comply  with the  requirements  or  directives  of
governmental   agencies,   including  the  FDA.   While  we  maintain   business
interruption  insurance,  there can be no assurance that the occurrence of these
or any other  operational  problems at our facilities  would not have a material
adverse effect on our business,  financial  condition and results of operations.
Furthermore,  there can be no assurance  that our insurance  will continue to be
available at a reasonable  cost or, if available,  will be adequate to cover any
losses  that  we  may  incur  from  an  interruption  in our  manufacturing  and
distribution operations.

We  may  be  unable  to  protect  our   intellectual   property  rights  or  may
inadvertently infringe on the intellectual property rights of others.

     We possess certain proprietary technology,  including patents, that is used
in our  manufacturing  processes.  We also possess  trademarks,  tradenames  and
similar intellectual property. There can be no assurance that we will be able to
protect  our  existing  and any  future  intellectual  property  adequately.  In
addition, the laws of certain foreign countries may not protect our intellectual
property rights to the same extent as the laws of the United States.  Litigation
in the United  States or abroad may be  necessary  to enforce  our  intellectual
property rights,  to determine the validity and scope of the proprietary  rights
of others or to defend against claims of infringement.  This litigation, even if
successful,  could result in  substantial  costs and  diversion of resources and
could have a material  adverse effect on our business,  results of operation and
financial condition.  If any such claims are asserted against us, we may seek to
obtain a license under the third party's intellectual property rights. There can
be no assurance,  however, that a license would be available on terms acceptable
or favorable to us, if at all.

One shareholder controls a substantial portion of our outstanding common stock.

     Paul O. Koether,  our Chairman and Chief Executive Officer,  owns, directly
or indirectly,  or exercises control over,  approximately 44% of our outstanding
shares of common stock as of July 1, 2004. Consequently, Mr. Koether may be able
to control the  election of  directors  to our board and to  generally  exercise
control over our affairs. His concentrated  ownership could also have the effect

                                       5
of delaying,  determining  or preventing a change in control of our company that
might otherwise be beneficial to our shareholders.

Our stock price could fluctuate significantly,  which would affect shareholders'
ability to sell our  shares  and  jeopardize  our  listing  on the Nasdaq  Stock
Market.

     Our stock price has been volatile in recent years. The trading price of our
stock  could  be  subject  to  fluctuations  in  response  to:  o  broad  market
fluctuations and general economic conditions;

     o    fluctuations in our financial results;

     o    future offerings of our common stock or other securities;

     o    the general condition of our industry;

     o    increased competition;

     o    regulatory action;

     o    adverse publicity; and

     o    product and other public announcements.

     The stock market has historically  experienced significant price and volume
fluctuations.  There can be no assurance that an active market in our stock will
develop or continue to exist  thereafter  or that the price of our common  stock
will not decline.  Our future operating results may be below the expectations of
securities  analysts  and  investors.  If this were to  occur,  the price of our
common stock would likely decline, perhaps substantially.

     Our shares were initially  traded on the Nasdaq National  Market,  but were
moved to the Nasdaq  SmallCap  Market for failure to maintain the required share
price for  National  Market  listing.  If our stock price does not meet  minimum
requirements  for listing in the Nasdaq  Smallcap  Market,  our shares  could be
delisted.  In March  2003,  we were  advised by Nasdaq  that our share price was
below the $1.00  minimum  for  continued  listing,  and were given two months to
comply.  By April 2003,  our share price had increased  above the $1.00 minimum.
There can be no assurance  that we will  continue to maintain our listing on the
Nasdaq  Smallcap  Market  and our  failure to do so could  adversely  affect the
liquidity of the market for our shares.

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus (including the documents  incorporated by reference in this
prospectus) contains forward-looking  statements (as that term is defined in the
Private  Securities  Litigation  Reform Act of 1995) and  information  about our
financial  condition,  results of operations  and business that are based on our
current  and  future  expectations.  You can find  many of these  statements  be
looking for words such as 'estimate, 'project,' believe, 'anticipate,' 'intend,'
'expect' and similar  expressions.  These  statements  reflect our current views
with  respect  to future  events  and are  subject  to risks and  uncertainties,
including  those  discussed  under 'Risk  Factors,'  that could cause our actual

                                       6
results to differ  materially  from those  contemplated  in the  forward-looking
statements.  We caution you that no forward-looking  statement is a guarantee of
future performance. You should not place undue reliance on these forward-looking
statements,  which  speak  only as of the  date of  this  prospectus.  We do not
undertake   any   obligation   to  publicly   release  any  revisions  to  these
forward-looking  statements to reflect events or circumstances after the date of
this  prospectus or to reflect the occurrence of  unanticipated  events that may
cause our  actual  results  to differ  from  those  expressed  or implied by the
forward-looking statements contained in this prospectus.

                                 USE OF PROCEEDS

     The  proceeds  from the sale of the common stock  offered  pursuant to this
prospectus are solely for the account of the selling  shareholders.  We will not
receive any of the proceeds from any sale of shares by the selling shareholders.

                              SELLING SHAREHOLDERS

     The following table sets forth, for the selling  shareholders as of July 1,
2004,  the  number of  shares of our  common  stock  beneficially  owned by each
selling  shareholder,  and the  number of  shares  that may be  offered  by each
selling  shareholder  using this  prospectus and each  shareholder's  percentage
ownership  of our common stock  assuming  the sale of all of the shares  offered
hereby.  We prepared this table based on the  information  supplied to us by the
selling shareholders. Beneficial ownership is calculated based upon requirements
of the SEC and is not  necessarily  indicative of  beneficial  ownership for any
other purpose.  Generally,  the table is based on 8,178,806 shares of our common
stock  outstanding as of July 1, 2004, but the Percentage  After Offering column
assumes the  exercise of options for 842,500  shares of common stock held by the
Selling Shareholders.

     We do not know when or in what amounts the selling  shareholders  may offer
shares for sale. The selling  shareholders may not sell all or any of the shares
offered by this prospectus.  Consequently,  we cannot estimate the number of the
shares that will be held by the selling  shareholders  after  completion  of the
offering.  However, for purposes of the table below, we have assumed that, after
completion of the offering,  none of the shares covered by this prospectus as of
the date of this prospectus will be held by the selling shareholders.

     This  prospectus  may be amended or  supplemented  from time to time to add
selling  shareholders  to or delete the names of selling  shareholders  from the
following list or to otherwise  amend or supplement the information in the table
set forth below.
Number of Shares      Shares that     Number of Shares
                                  Beneficially Owned        may be      Beneficially Owned        Percentage
        Name                        before Offering        Offered        After Offering       After Offering(6)
-----------------------------     ------------------     -----------    ------------------     -----------------
Paul O. Koether                      3,918,665 (1)       255,000 (2)        2,956,165                33%
(Chief Executive Officer,
Chairman of the Board and a
Director; Executor of the Estate
of Natalie I. Koether)

The Estate of Natalie I. Koether
(former President)                   1,609,852 (3)       707,500 (4)          902,352                10%

                                       7
Dr. Qun Yi Zheng
(President)                            540,000 (5)       540,000 (5)            -0-                  -0-
----------------------------------

(1)  Includes 55,000 shares subject to currently  exercisable  options (at $1.56
     per share)  previously  granted under the 1991 Plan and 200,000  previously
     issued upon the exercise of non-Plan  options granted to Mr. Koether.  Also
     includes  110,000 shares owned by Emerald  Partners of which Mr. Koether is
     the  sole  general   partner;   2,500,025  shares  owned  by  Sun  Equities
     Corporation   ("Sun   Equities")  of  which  Mr.  Koether  is  a  principal
     stockholder and Chairman;  73,030 shares held in discretionary  accounts of
     certain of Mr. Koether's  brokerage  customers;  163,110 shares held in Mr.
     Koether's  IRA  account;  460,000  shares owned by the Estate of Natalie I.
     Koether;  and  247,500  shares  subject to  currently  exercisable  options
     granted  under the 1991 Plan  (110,000  shares at $1.56 per  share) and the
     1997 Plan (137,500 shares at $5.23 per share) held by the Estate of Natalie
     I.  Koether.  Mr.  Koether  was the  husband  of Mrs.  Koether,  and is the
     executor of her estate.
(2)  Consists of the shares  described  in the first  sentence of footnote  (1),
     above.
(3)  Includes  460,000  shares  previously  issued upon the exercise of non-Plan
     options  granted to Natalie  Koether;  110,000  shares subject to currently
     exercisable  options  (at $1.56 per  share)  previously  granted to Natalie
     Koether  under  the  1991  Plan;   137,500   shares  subject  to  currently
     exercisable  options  (at $5.23 per  share)  previously  granted to Natalie
     Koether  under the 1997 Plan;  and 902,352  shares  owned by Sun  Equities,
     which  amount  represents  the  Estate's  proportionate  ownership  of  Sun
     Equities.
(4)  Consists  of the  shares,  other  than the  shares  owned by Sun  Equities,
     described in footnote (3), above.
(5)  Consists of 82,500  shares  subject to  currently  exercisable  options (at
     $2.76 per share)  previously  granted under the 1991 Plan;  155,000  shares
     subject to currently  exercisable options (55,000 shares at $5.00 per share
     and 100,000  shares at $3.13 per share)  previously  granted under the 1997
     Plan; and 302,500 shares subject to currently  exercisable non-Plan options
     (27,500  shares at $2.05 per  share,  75,000  shares at $1.00 per share and
     200,000 shares at $0.71 per share).
(6)  Assumes the exercise of options to purchase  842,500 shares of common stock
     held by the Selling Shareholders.

                              PLAN OF DISTRIBUTION

     The shares covered by this  prospectus may be offered and sold from time to
time by the  selling  shareholders.  The term  "selling  shareholders"  includes
pledgees,  donees,  transferees or other  successors-in-interest  selling shares
received after the date of this  prospectus  from the selling  shareholders as a
pledge, gift or other non-sale related transfer.  To the extent required, we may
amend and supplement  this  prospectus  from time to time to describe a specific
plan of distribution.

     The selling  shareholders  will act independently of us in making decisions
with  respect  to the  timing,  manner  and  size  of  each  sale.  The  selling
shareholders  may make these sales at prices and under terms then  prevailing or
at prices related to the then current market price. The selling shareholders may
also make sales in negotiated transactions, including pursuant to one or more of
the following methods:

     o    purchases  by  a  broker-dealer   as  principal  and  resale  by  such
          broker-dealer for its own account pursuant to this prospectus;

     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers;

     o    one or more block  trades in which the  broker-dealer  will attempt to
          sell the shares as agent but may  position and resell a portion of the
          block as principal to facilitate the transaction;

     o    an  over-the-counter  distribution in accordance with the rules of The
          Nasdaq Stock Market;

                                       8
o    through  brokers  pursuant to  pre-arranged  sales  plans  intended to
          qualify under Rule 10b5-1 of the  Securities  Exchange Act of 1934, as
          amended (the "Exchange Act");

     o    in privately negotiated transactions;

     o    in any combination of one or more of these methods; and

     o    in any other lawful method.

     In connection with  distributions  of the shares or otherwise,  the selling
     shareholders may:

     o    enter into hedging transactions with broker-dealers or other financial
          institutions, which may in turn engage in short sales of the shares in
          the course of hedging the positions they assume;

     o    sell the shares short and redeliver the shares to close out such short
          positions;

     o    enter into option or other  transactions with  broker-dealers or other
          financial  institutions  that  require the  delivery to them of shares
          offered by this prospectus, which they may in turn resell; and

     o    pledge  shares  to a  broker-dealer  or other  financial  institution,
          which, upon a default, they may in turn resell.

     In  addition,  the  selling  shareholders  may sell all or a portion of the
shares that  qualify for sale  pursuant to Rule 144 or 145 under the  Securities
Act rather than pursuant to this prospectus.

     Sales  through  brokers may be made by any method of trading  authorized by
any  stock  exchange  or market on which  the  shares  may be listed or  quoted,
including block trading in negotiated transactions.

     Without  limiting  the  foregoing,  such  brokers  may  act as  dealers  by
purchasing any or all of the shares covered by this prospectus, either as agents
for others or as principals  for their own accounts,  and reselling  such shares
pursuant  to  this  prospectus.   The  selling   shareholders  may  effect  such
transactions  directly,  or indirectly through  underwriters,  broker-dealers or
agents  acting on their behalf.  In effecting  sales,  broker-dealers  or agents
engaged by the  selling  shareholder  may arrange  for other  broker-dealers  to
participate.  Broker-dealers  or agents may receive  commissions,  discounts  or
concessions  from  the  selling  shareholders,   in  amounts  to  be  negotiated
immediately prior to the sale.

     In  offering   the  shares   covered  by  this   prospectus,   the  selling
shareholders,  and any broker-dealers and any other participating broker-dealers
who  execute  sales  for  the  selling   shareholders,   may  be  deemed  to  be
"underwriters" within the meaning of the Securities Act in connection with these
sales. Any profits realized by the selling  shareholders and the compensation of
such broker-dealers may be deemed to be underwriting discounts and commissions.

                                       9
In order to comply with the securities laws of certain  states,  the shares
must be sold in those  states only  through  registered  or licensed  brokers or
dealers.  In addition,  in certain states the shares may not be sold unless they
have  been  registered  or  qualified  for  sale in the  applicable  state or an
exemption from the registration or qualification requirement is available and is
complied with.

     We have advised the selling shareholders that the  anti-manipulation  rules
of  Regulation  M under  the  Exchange  Act may  apply to sales of shares in the
market and to the activities of the selling  shareholders  and their  respective
affiliates. In addition, we will make copies of this prospectus available to the
selling  shareholders  for the purpose of  satisfying  the  prospectus  delivery
requirements of the Securities Act. The selling  shareholders  may indemnify any
broker-dealer that participates in transactions involving the sale of the shares
against certain liabilities,  including liabilities arising under the Securities
Act.

     All costs,  expenses and fees in connection  with the  registration  of the
shares offered  hereby will be borne by us.  Brokerage  commissions  and similar
selling  expenses,  if any,  attributable to the sale of shares will be borne by
the selling shareholders.

               LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

     Our bylaws provide that we will indemnify all of our directors and officers
to the fullest  extent  permitted by Delaware law. Our by laws also authorize us
to indemnify our employees and other agents.

     Delaware  law  permits a  corporation  to  provide  in its  certificate  of
incorporation  that a director of the corporation shall not be personally liable
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a  director,  except  for  liability  for any  breach  of the
director's duty of loyalty to the corporation or its  stockholders,  for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law,  for  liability  arising  under  Section 174 of the  Delaware
General  Corporation Law, or for any transaction from which the director derived
an  improper  personal  benefit.   Our  amended  and  restated   certificate  of
incorporation  provides for the elimination of personal  liability of a director
for breach of fiduciary duty, as permitted by Delaware law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers  or persons  controlling  us
pursuant to the foregoing provisions or otherwise, we have been informed that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.

                                  LEGAL MATTERS

     The validity of the shares of our common stock  offered by this  prospectus
will be passed upon for us by Davies Ward Phillips & Vineberg LLP, New York, New
York.

                                       10
EXPERTS

     The consolidated  financial  statements  incorporated in this prospectus by
reference  from the  Company's  Annual  Report on Form 10-KSB for the year ended
December  31,  2003 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their report, which is incorporated herein by reference,
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the  Securities  and Exchange  Commission a registration
statement on Form S-8, of which this prospectus is a part,  under the Securities
Act,  with  respect  to the  shares of common  stock  offered  pursuant  to this
prospectus.  As allowed by SEC rules,  this  prospectus does not contain all the
information you can find in the  registration  statement or the exhibits to that
registration  statement.  Statements contained in this prospectus concerning the
provisions of any document are not necessarily complete. You should refer to the
copies of those  documents  filed as exhibits to the  registration  statement or
otherwise  filed by us with the  Securities  and Exchange  Commission for a more
complete understanding of the matters involved.  Each statement concerning those
documents is qualified in its entirety by such reference.

     We are also subject to the informational  requirements of the Exchange Act.
In  accordance  with the  Exchange  Act, we file annual,  quarterly  and current
reports, proxy statements and other information with the Securities and Exchange
Commission.  You may read and copy any reports,  statements or other information
that we file  with  the SEC at the  SEC's  public  reference  room at 450  Fifth
Street, NW,  Washington,  D.C. 20549. You may call the SEC at 1-800-SEC-0330 for
further information on the public reference room. The SEC maintains a website at
"www.sec.gov" that contains reports, proxy and information statements, and other
information regarding companies that file electronically with the SEC, including
us. You may also find portions of the reports,  proxy and information statements
we file  electronically  with the SEC  under  "News/Investors"  on our  internet
website at http://www.pureworld.com.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC regulations allow us to "incorporate by reference" information into
this prospectus,  which means that we can disclose important  information to you
by  referring  you to  another  document  filed  separately  with the  SEC.  The
information  incorporated  by reference is considered  part of this  prospectus.
Information  incorporated  by reference from earlier  documents is superseded by
information  set forth  herein and  information  that has been  incorporated  by
reference from more recent documents.

     The following  documents filed by us with the SEC are  incorporated in this
prospectus by reference:

     o    Our Annual  Report on Form 10-KSB for the fiscal  year ended  December
          31, 2003 filed on March 30, 2004;

     o    Our  Quarterly  Report on Form 10-QSB for the quarter  ended March 31,
          2004, filed on May 13, 2004;

                                       11
o    Our Reports on Form 8-K filed on January 14,  2004,  January 29, 2004,
          April 23, 2004 and June 3, 2004.

     o    Our  Registration  Statement  on Form  8-A  filed  on  July  1,  1982,
          describing the terms,  rights and provisions  applicable to our common
          stock,  including  any  amendments or reports filed for the purpose of
          updating such description.

     In addition,  all documents  subsequently  filed by us pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this registration statement which indicates that all
of the  shares  of the  our  common  stock  offered  have  been  sold  or  which
deregisters  all such  shares  then  remaining  unsold,  shall be  deemed  to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed  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 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
registration statement.

     You can obtain any of the documents  incorporated by reference from the SEC
or the SEC's Internet web site as described  above.  Documents  incorporated  by
reference  also are  available  from us without  charge,  including any exhibits
specifically  incorporated  by  reference  therein.  You  may  obtain  documents
incorporated by reference in this prospectus by requesting them in writing or by
telephone from us at the following address:

                  Sue Ann Merrill, Chief Financial Officer
                  Pure World, Inc.
                  376 Main Street
                  P.O. Box 74
                  Bedminster, New Jersey 07921
                  (908) 234-9220

     You  should  rely only on the  information  contained  or  incorporated  by
reference in this prospectus.  We have not authorized anyone to provide you with
information  that is different from what is contained in this  prospectus.  This
prospectus  is dated July 20, 2004.  You should not assume that the  information
contained in this prospectus is accurate as of any date other than that date.

                                       12
1,502,500 SHARES

                                PURE WORLD, INC.

                                  Common Stock

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

                                   PROSPECTUS

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

                                  July 20, 2004
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission") by Pure World,  Inc. (the "Company" or the "Registrant") are
incorporated herein by reference and made a part hereof:

     (a)  The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 2003.

     (b)  The  Company's  Quarterly  Report on Form 10-QSB for the quarter ended
          March 31, 2004.

     (c)  The  description  of the Company's  common stock,  par value $0.01 per
          share, contained in the Registration Statement on Form 8-A of Computer
          Memories Incorporated filed with the Commission on July 1, 1982, under
          Commission file No. 0-10566.

     (d)  The Company's Current Reports on Form 8-K filed with the Commission on
          January 14, 2004, January 29, 2004, April 23, 2004 and June 8, 2004

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") prior to the filing of a  post-effective  amendment to
this Registration  Statement which indicates that all securities covered by this
Registration Statement have been sold or which deregisters all of the securities
then remaining  unsold,  will be deemed to be  incorporated by reference in this
Registration Statement and to be a part of this document from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by reference in this document will be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  in  this  document  or in  any  other  subsequently  filed
documents  that also is or is deemed to be  incorporated  by  reference  in this
document  modifies or supersedes such statement.  Any such statement so modified
or  superseded  will not be deemed,  except as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

                                      II-1
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102 of the Delaware  General  Corporation Law, or DGCL, as amended,
allows a  corporation  to  eliminate  the  personal  liability of directors of a
corporation to the  corporation  or its  stockholders  for monetary  damages for
breach of fiduciary duty as a director,  except where the director  breached the
duty of loyalty,  failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law,  authorized the payment of a dividend or approved a
stock  repurchase  in  violation of the DGCL,  or obtained an improper  personal
benefit.

     Section 145 of the DGCL  provides,  among other things,  that a corporation
may  indemnify  any person who was or is a party or is  threatened  to be made a
party to any threatened,  pending or completed action, suit or proceeding (other
than an  action by or in the  right of the  corporation),  by reason of the fact
that  the  person  is or was a  director,  officer,  agent  or  employee  of the
corporation,  or is or was serving at the  corporation's  request as a director,
officer, agent or employee of another corporation,  partnership,  joint venture,
trust  or  other  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not opposed to the best  interests of the  corporation,  and with respect to any
criminal  action or  proceeding  had no  reasonable  cause to believe his or her
conduct was unlawful. The power to indemnify applies to actions brought by or in
the right of a corporation as well, but only to the extent of defense  expenses,
including  attorneys'  fees,  actually  and  reasonably  incurred and not to any
satisfaction of judgment or settlement of the claim itself, and with the further
limitation that in such actions no indemnification shall be made in the event of
any adjudication of liability to the corporation,  unless and only to the extent
that the court believes that in light of all the  circumstances  indemnification
should apply.  Furthermore,  under the DGCL,  if a present or former  officer or
director is  successful on the merits or otherwise in the defense of any action,
suit or proceeding,  referred to above, or in the defense of any claim, issue or
matter therein,  such person shall be indemnified  against  expenses  (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.

     As  permitted  by the DGCL,  the  Company's  certificate  of  incorporation
includes a provision  eliminating the personal liability of its directors to the
Company and its  stockholders for monetary damages for breach of their fiduciary
duties as directors,  subject to the  exceptions  set forth in DGCL Section 102.
The Company's By-laws provide that the Company,  to the maximum extent permitted
by the DGCL (or any other  applicable law, rule or regulation),  shall indemnify
and hold  harmless each person who was or is a party or is threatened to be made
a party to any  threatened,  pending or completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that  he,  or a  person  of whom  he is the  legal  representative,  is or was a
director or officer of the  Company,  or is or was serving at the request of the
Company as a director  or officer  of another  corporation,  partnership,  joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or  proceeding.  Expenses
incurred by any such person in  defending  a civil or criminal  action,  suit or
proceeding  shall be paid by the Company in advance of the final  disposition of
such action, suit or proceeding, to the maximum extent permitted by law.

                                      II-2
ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

     All of the restricted  securities  issued by the Company to the two selling
shareholders  who  are  reoffering  and  reselling  such  restricted  securities
pursuant  to this  registration  statement  were  issued  in  reliance  upon the
exemption from registration under Section 4(2) of the Securities Act relating to
sales by an issuer not involving any public offering.  The restricted securities
were  issued  pursuant  to options  granted to  Natalie I.  Koether,  the former
President  of the  Company,  and to Paul O.  Koether,  the  Chairman  and  Chief
Executive Officer of the Company.  The options were exercised by Mr. Koether and
by the Estate of Natalie I. Koether after Mrs. Koether's death in October, 2003.
Mr. Koether is the executor of the Estate of Natalie I. Koether. Mr. Koether had
access, through his position with the Company, to adequate information about the
Company  including,  but not limited to its annual,  quarterly and other reports
and  statements  filed with the  Commission  pursuant to the  Exchange  Act. Mr.
Koether was informed that the shares of common stock issued upon exercise of the
options are restricted securities and therefore cannot be resold except pursuant
to a valid exemption from  registration  under the Securities Act or pursuant to
an effective  registration  statement under the Securities Act. The issuances of
such restricted securities were made without the use of an underwriter.

ITEM 8.     EXHIBITS

Exhibit
-------
Number      Exhibit
------      --------------------------------------------------------------------

4.1       1991 Non-Qualified  Stock Option Plan of the Registrant  (incorporated
          by  reference  to  Exhibit  A to the  definitive  Proxy  Statement  on
          Schedule 14A of Computer Memories Incorporated,  filed on July 8, 1992
          under Commission file no. 0-10566).

4.2       1997 Non-Qualified  Stock Option Plan of the Registrant  (incorporated
          by  reference  to  Exhibit  99 to the  Registrant's  definitive  Proxy
          Statement on Schedule 14A filed on October 17, 1997).

4.3       Form of Stock Option Agreement

5.1       Opinion of Davies Ward Phillips & Vineberg LLP

23.1      Consent of Deloitte & Touche LLP

23.2      Consent of Davies Ward  Phillips & Vineberg  LLP  (included as part of
          Exhibit 5.1)

24        Power of Attorney (set forth on the signature page of the 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:

                                      II-3
(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.  Notwithstanding
                         the  foregoing,  any increase or decrease in the volume
                         of  securities  offered (if the total  dollar  value of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high and
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent  change in the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  registration
                         statement; and

                    (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  Section  15(d)  of the  Exchange  Act  that  are
                         incorporated   by   reference   in   the   Registration
                         Statement.

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

               3.   To remove  from  registration  by means of a  post-effective
                    amendment  any of the  securities  being  registered  hereby
                    which remain unsold at the termination of the offering.

          (b)  The  undersigned  Registrant  hereby  undertakes  that,  for  the
               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
               hereof.

                                      II-4
(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 foregoing
               provisions, or otherwise, the Registrant has been advised that in
               the opinion of the  Commission  such  indemnification  is against
               public  policy  as  expressed  in  the  Securities  Act  and  is,
               therefore,   unenforceable.   In  the  event  that  a  claim  for
               indemnification  against such liabilities (other than the payment
               by the  Registrant  of  expenses  incurred or paid by a director,
               officer or controlling person of the Registrant in the successful
               defense of any action,  suit or  proceeding)  is asserted by such
               director,  officer or controlling  person in connection  with the
               securities being  registered,  the Registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question  whether such  indemnification  by it is against  public
               policy as expressed in the Securities Act and will be governed by
               the final adjudication of such issue.

                                      II-5
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 Bedminster,  State of New Jersey, on the _____ day of
July, 2004.

                                        Pure World, Inc.

                                        By: /s/ Paul O. Koether
                                            ---------------------------
                                            Paul O. Koether
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints Paul O. Koether and Sue Ann Merrill,  and
each or any of them,  his/her true and lawful  attorney-in-fact  and agent, with
full power of substitution and resubstitution,  for him/her and in his/her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully to all intents and purposes as he/she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents,  or  any  of  them,  or  their,  or  his  or her
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

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

       Signature                           Title                        Date
--------------------------   --------------------------------     --------------
                             Chairman of the Board, Chief          July 20, 2004
                             Executive Officer and Director
/s/ Paul O. Koether          (Principal Executive Officer)
--------------------------
Paul O. Koether

                             Chief Financial Officer, Vice         July 20, 2004
                             President and Treasurer (Principal
/s/ Sue Ann Merrill          Financial and Accounting Officer)
-------------------------
Sue Ann Merrill

/s/ William Mahomes, Jr.
-------------------------                                          July 20, 2004
William Mahomes, Jr.         Director

/s/ Alfredo Mena
-------------------------                                          July 20, 2004
Alfredo Mena                 Director

                                      II-6
EXHIBIT INDEX

Exhibit
-------
Number         Exhibit
-------        -------

4.1       1991 Non-Qualified  Stock Option Plan of the Registrant  (incorporated
          by  reference  to  Exhibit  A to the  definitive  Proxy  Statement  on
          Schedule 14A of Computer Memories Incorporated,  filed on July 8, 1992
          under Commission file no. 0-10566).

4.2       1997 Non-Qualified  Stock Option Plan of the Registrant  (incorporated
          by  reference  to  Exhibit  99 to the  Registrant's  definitive  Proxy
          Statement on Schedule 14A filed on October 17, 1997).

4.3       Form of Stock Option Agreement

5.1       Opinion of Davies Ward Phillips & Vineberg LLP

23.1      Consent of Deloitte & Touche LLP

23.2      Consent of Davies Ward  Phillips & Vineberg  LLP  (included as part of
          Exhibit 5.1)

24        Power of Attorney (set forth on the signature page of the Registration
          Statement)