II-2

     As filed with the Securities and Exchange Commission on August 12, 1996
                            Registration No. 33-36934


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                             THE QUIGLEY CORPORATION
             (Exact name of registrant as specified in its charter)
                              --------------------
        Nevada                                          23-2577138
(State or other jurisdic-                        (IRS Employer Identification
 tion of incorporation or                                   Number)
 organization)
                              The Landmark Building
                              Doylestown, PA 18901
               (Address of principal executive offices) (zip code)
                              --------------------
                   STOCK OPTION PLAN FOR EMPLOYEES, DIRECTORS,
                            CONSULTANTS AND ADVISERS
                           (Full titles of the plans)
                              --------------------
                                   Guy Quigley
                              Chairman of the Board
                             THE QUIGLEY CORPORATION
                                  P.O. Box 1349
                              Doylestown, PA 18901
                                 (215) 345-0919
(Name, address and telephone number, including area code, of agent for service)
                              --------------------

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

                                      Proposed      Proposed
                        Amount        Maximum       Maximum
 Title of               being         Offering      Aggregate     Amount of
 Securities to        Registered      Price Per     Offering      Registration
 be Registered            (1)         Share (2)     Price             Fee
 ---------------      ----------      ---------   -------------   ------------
 
 Common Stock,         1,000,000       $2.50      $2,500,000.00       $862.07
 $.001 par value



(1)  This  Registration  Statement  shall also cover any shares of Common  Stock
     which will  become  issuable  under the Option  Plan by reason of any stock
     dividend,  stock split,  recapitalization  or any other similar transaction
     without receipt of consideration which results in an increase in the number
     of outstanding shares of Common Stock of The Quigley Corporation.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(c) of the
     Securities  Act of 1933,  as amended,  on the basis of fifty percent of the
     average bid and asked price of The Quigley Corporation on August 13, 1996.


<PAGE>


                                     PART II

               Information Required in the Registration Statement



<PAGE>


Item 3. Incorporation of Documents by Reference

     The Quigley  Corporation,  a Nevada corporation (the "Registrant"),  hereby
     incorporates  by reference into this  Registration  Statement the following
     documents,  (a)  though  (e)  of  which  were  previously  filed  with  the
     Securities and Exchange Commission (the "Commission"):

     (a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended September 30, 1995, as filed on February 9, 1996

     (b)  The  Registrant's  Quarterly  Report on Form  10-QSB  for the  Quarter
          ending December 31, 1995; as filed on February 29, 1996

     (c)  The Registrant's Quarterly Report on Form 10-QSB for the Quarter ended
          March 31, 1996 as filed on May 3, 1996

     (d)  Any similar report filed subsequently with the Commission  pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Certain  legal  matters with respect to the legality of the issuance of the
     Common  Stock  offered  hereby  will be passed upon for the  Registrant  by
     William J. Reilly, Esq.

Item 6. Indemnification of Directors and Officers

     Not applicable.

Item 7. Exemption from Registration Claimed.

     Not applicable

Item 8. Exhibits

Exhibit Number                      Exhibit
- --------------                      -------
5                   Opinion and consent of William J. Reilly, Esq.
24.1                Consent of Independent Auditors - Nathan Blumenfrucht, CPA
24.2                Consent of William J. Reilly, Esq is contained in Exhibit 5.
25                  Power of Attorney, Reference is made to page II-5 of this
                    Registration Statement

Item 9. Undertakings

     A.   The undersigned Registrant hereby undertakes:  (1) to file, during any
          period  in which  offers or sales are  being  make,  a  post-effective
          amendment to this Registration Statement (i) to include any prospectus
          required  by  Section  10(a)(3)  of the  Securities  Act of  1933,  as
          amended, (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,  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
          clauses (1)(i) and (1)(ii) shall not apply if the information required
          to be included in a  post-effective  amendment by those  paragraphs is
          contained  in periodic  reports  filed by the  Registrant  pursuant to
          Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by
          reference into the Registration Statement; (2) that for the purpose of
          determining  any  liability  under  the  Securities  Act of  1933,  as
          amended,  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;  and (3) to  remove  from
          registration  by  means  of a  post-effective  amendment  any  of  the
          securities being registered which remain unsold at the expiration,  of
          the period to exercise the warrants.

     B.   The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under  the  Securities  Act of  1933,  as
          amended,  each filing of the  Registrant's  annual report  pursuant to
          Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by
          reference into the  Registration  Statement  shall be deemed to be new
          registration statement relating to the securities offered therein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

     C.   Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933,  as amended,  may be permitted to  directors,
          officers  or  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 of 1933, as amended,
          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 of proceeding) is asserted by such director,  officer or
          controlling person in connection with 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 of
          1933, as amended,  and will be governed by the final  adjudication  of
          such issue.


<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  filling  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 State of Pennsylvania, on August 13, 1996.

THE QUIGLEY CORPORATION

By: /s/ GUY QUIGLEY
- -------------------
Guy Quigley
Chairman of the Board

That the undersigned officers and directors of The Quigley Corporation, a Nevada
corporation,   do  hereby  constitute  and  appoint  Guy  Quigley,   the  lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and  things  and all  acts  and  things  and to  execute  any  and all  required
instruments  which  said  attorney  and agent  determines  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933, and any rules or regulations or  requirements of the Securities and
Exchange  Commission in connection with this  Registration  Statements.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to any and all amendments and supplements to this Registration  Statement and to
any  amendments  or  supplements  thereof,  and each of the  undersigned  hereby
ratifies and confirms all that said attorney and agent,  shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.

IN WITNESS WHEREOF,  each of the undersigned has executed this Power of Attorney
as of the date indicated.

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



  Signature                          Title                        Date
  ---------                          -----                        ----

/s/ GUY QUIGLEY               Chairman of the Board           August 13, 1996
- ---------------
Guy Quigley


/s/ CHARLES PHILLIPS           Vice President, Director       August 13, 1996
- --------------------
Charles Phillips


/s/ ERIC H. KAYTES             Vice President, Director       August 13, 1996
- ------------------
Eric H. Kaytes



<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.


                                    EXHIBITS
                                       TO
                                    FORM S-8
                                      UNDER
                             SECURITIES ACT OF 1933



                             THE QUIGLEY CORPORATION


<PAGE>

EXHIBIT NUMBER                      EXHIBIT INDEX
- --------------                      -------------

5                   Opinion and consent of William J. Reilly, Esq.
24.1                Consent of Independent Auditors - Nathan Blumenfrucht, CPA
24.2                Consent of William J. Reilly, Esq is contained in Exhibit 5.
25                  Power of Attorney, Reference is made to page II-5 of this
                    Registration Statement


<PAGE>


                                   Exhibit 5

                 Opinion and consent of William J. Reilly, Esq


                                   Law Offices
                             WILLIAM J. REILLY, ESQ.
                        396 Broadway New York, N.Y. 10013
                               Tel: (212) 219-9866
                               Fax: (212) 219-9968

 WILLIAM J. REILLY                                            55 Memorial Blvd.
  ATTORNEY AT LAW                                             Newport, RI 02940
                                                                (401) 693-1570
 JOSEPH W. PLUNKETT, JR.
     BRIAN DONNARD
      of Council


   8 August 1996

  Board of Directors
  The Quigley Corporation
  Landmark Building
  Doylestown, PA  18901

  To The Board of Directors:
  We refer to your Registration Statement on Form S-8 (the "Registration
  Statement") under the Securities Act of 1933, As Amended, of an aggregate
  of 1,000,000 Shares of Common Stock under the Stock Option Plan for
  Employees, Directors, Consultants and Advisers (the "Plan"). We advise you
  that, in our opinion, when such shares have been issued and sold pursuant
  to the applicable provisions of the Plan in accordance with the Registration
  Statement, such shares will be validly issued, fully-paid and non-assessable
  shares of The Quigley Corporation Common Stock.


  We hereby consent to the filing of this Opinion as an Exhibit to the
  Registration Statement.
 
  Very truly yours,

  /s/ William J. Reilly
  ---------------------
  William  J. Reilly




<PAGE>


                                  Exhibit 24.1

           Consent of Independent Auditors - Nathan Blumenfrucht, CPA

                                 N. BLUMENFRUCHT
                           CERTIFIED PUBLIC ACCOUNTANT
                              1040 LAST 22ND STREET
                               BROOKLYN, NY 11210

                                 (718) 692-2743




The Board Of Directors
The Quigley Corporation



          I consent  to the use in the S-8  filings of The  Quigley  Corporation
     relating to my report dated  February 6, 1996  accompanying  the  financial
     statements  of The  Quigley  Corporation  contained  in  such  Registration
     Statement, and to the use of my name, and the statements with respect to me
     under the heading "Experts" in the Prospectus.



/s/ NACHUM BLUMENFRUCHT
- -----------------------
Nachum Blumenfrucht
Certified Public Accountant

Brooklyn, New York
August 8, 1996


<PAGE>


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


                                 N. BLUMENFRUCHT
                           CERTIFIED PUBLIC ACCOUNTANT
                              1040 LAST 22ND STREET
                               BROOKLYN, NY 11210

                                 (718) 692-2743




  The Board Of Directors
  The Quigley Corporation



          I consent  to the use in the S-8  filings of The  Quigley  Corporation
     relating to my report dated  February 6, 1996  accompanying  the  financial
     statements  of The  Quigley  Corporation  contained  in  such  Registration
     Statement, and to the use of my name, and the statements with respect to me
     under the heading "Experts" in the Prospectus.



/s/ NACHUM BLUMENFRUCHT
- -----------------------
Nachum Blumenfrucht
Certified Public Accountant

Brooklyn, New York
August 8, 1996



<PAGE>


                                  Exhibit 24.2

Consent of William J. Reilly, Esq is contained in Exhibit 5.


                                   Law Offices
                             WILLIAM J. REILLY, ESQ.
                        396 Broadway New York, N.Y. 10013
                               Tel: (212) 219-9866
                               Fax: (212) 219-9968

 WILLIAM J. REILLY                                            55 Memorial Blvd.
  ATTORNEY AT LAW                                             Newport, RI 02940
                                                                (401) 693-1570
 JOSEPH W. PLUNKETT, JR.
     BRIAN DONNARD
      of Council


   8 August 1996

  Board of Directors
  The Quigley Corporation
  Landmark Building
  Doylestown, PA  18901

  To The Board of Directors:
  We refer to your Registration Statement on Form S-8 (the "Registration
  Statement") under the Securities Act of 1933, As Amended, of an aggregate
  of 1,000,000 Shares of Common Stock under the Stock Option Plan for
  Employees, Directors, Consultants and Advisers (the "Plan"). We advise you
  that, in our opinion, when such shares have been issued and sold pursuant
  to the applicable provisions of the Plan in accordance with the Registration
  Statement, such shares will be validly issued, fully-paid and non-assessable
  shares of The Quigley Corporation Common Stock.


  We hereby consent to the filing of this Opinion as an Exhibit to the
  Registration Statement.
 
  Very truly yours,

  /s/ William J. Reilly
  ---------------------
  William  J. Reilly



<PAGE>


                                   Exhibit 25


Power of Attorney, Reference is made to page II-5 of this Registration Statement
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF SECURITIES", "secsgml_size_bytes": 17692}]
{"company-data": {"conformed-name": "QUIGLEY CORP", "cik": "0000868278", "assigned-sic": "2060", "irs-number": "232577138", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10059", "film-number": "96610116"}, "business-address": {"street1": "PO BOX 1349", "street2": "10 SOUTH CLINTON STREET", "city": "DOYLESTOWN", "state": "PA", "zip": "18901", "phone": "2153450919"}, "mail-address": {"street1": "PO BOX 1349", "street2": "LANDMARK BLDG, 10 S CLINTON ST", "city": "DOYLESTOWN", "state": "PA", "zip": "18901"}}
II-2

     As filed with the Securities and Exchange Commission on August 12, 1996
                            Registration No. 33-36934

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                             THE QUIGLEY CORPORATION
             (Exact name of registrant as specified in its charter)
                              --------------------
        Nevada                                          23-2577138
(State or other jurisdic-                        (IRS Employer Identification
 tion of incorporation or                                   Number)
 organization)
                              The Landmark Building
                              Doylestown, PA 18901
               (Address of principal executive offices) (zip code)
                              --------------------
                   STOCK OPTION PLAN FOR EMPLOYEES, DIRECTORS,
                            CONSULTANTS AND ADVISERS
                           (Full titles of the plans)
                              --------------------
                                   Guy Quigley
                              Chairman of the Board
                             THE QUIGLEY CORPORATION
                                  P.O. Box 1349
                              Doylestown, PA 18901
                                 (215) 345-0919
(Name, address and telephone number, including area code, of agent for service)
                              --------------------

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

                                      Proposed      Proposed
                        Amount        Maximum       Maximum
 Title of               being         Offering      Aggregate     Amount of
 Securities to        Registered      Price Per     Offering      Registration
 be Registered            (1)         Share (2)     Price             Fee
 ---------------      ----------      ---------   -------------   ------------
 
 Common Stock,         1,000,000       $2.50      $2,500,000.00       $862.07
 $.001 par value

(1)  This  Registration  Statement  shall also cover any shares of Common  Stock
     which will  become  issuable  under the Option  Plan by reason of any stock
     dividend,  stock split,  recapitalization  or any other similar transaction
     without receipt of consideration which results in an increase in the number
     of outstanding shares of Common Stock of The Quigley Corporation.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(c) of the
     Securities  Act of 1933,  as amended,  on the basis of fifty percent of the
     average bid and asked price of The Quigley Corporation on August 13, 1996.
PART II

               Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference

     The Quigley  Corporation,  a Nevada corporation (the "Registrant"),  hereby
     incorporates  by reference into this  Registration  Statement the following
     documents,  (a)  though  (e)  of  which  were  previously  filed  with  the
     Securities and Exchange Commission (the "Commission"):

     (a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended September 30, 1995, as filed on February 9, 1996

     (b)  The  Registrant's  Quarterly  Report on Form  10-QSB  for the  Quarter
          ending December 31, 1995; as filed on February 29, 1996

     (c)  The Registrant's Quarterly Report on Form 10-QSB for the Quarter ended
          March 31, 1996 as filed on May 3, 1996

     (d)  Any similar report filed subsequently with the Commission  pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Certain  legal  matters with respect to the legality of the issuance of the
     Common  Stock  offered  hereby  will be passed upon for the  Registrant  by
     William J. Reilly, Esq.

Item 6. Indemnification of Directors and Officers

     Not applicable.

Item 7. Exemption from Registration Claimed.

     Not applicable

Item 8. Exhibits

Exhibit Number                      Exhibit
- --------------                      -------
5                   Opinion and consent of William J. Reilly, Esq.
24.1                Consent of Independent Auditors - Nathan Blumenfrucht, CPA
24.2                Consent of William J. Reilly, Esq is contained in Exhibit 5.
25                  Power of Attorney, Reference is made to page II-5 of this
                    Registration Statement

Item 9. Undertakings

     A.   The undersigned Registrant hereby undertakes:  (1) to file, during any
          period  in which  offers or sales are  being  make,  a  post-effective
          amendment to this Registration Statement (i) to include any prospectus
          required  by  Section  10(a)(3)  of the  Securities  Act of  1933,  as
          amended, (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,  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
          clauses (1)(i) and (1)(ii) shall not apply if the information required
          to be included in a  post-effective  amendment by those  paragraphs is
          contained  in periodic  reports  filed by the  Registrant  pursuant to
          Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by
          reference into the Registration Statement; (2) that for the purpose of
          determining  any  liability  under  the  Securities  Act of  1933,  as
          amended,  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;  and (3) to  remove  from
          registration  by  means  of a  post-effective  amendment  any  of  the
          securities being registered which remain unsold at the expiration,  of
          the period to exercise the warrants.

     B.   The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under  the  Securities  Act of  1933,  as
          amended,  each filing of the  Registrant's  annual report  pursuant to
          Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by
          reference into the  Registration  Statement  shall be deemed to be new
          registration statement relating to the securities offered therein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

     C.   Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933,  as amended,  may be permitted to  directors,
          officers  or  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 of 1933, as amended,
          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 of proceeding) is asserted by such director,  officer or
          controlling person in connection with 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 of
          1933, as amended,  and will be governed by the final  adjudication  of
          such issue.
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  filling  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 State of Pennsylvania, on August 13, 1996.

THE QUIGLEY CORPORATION

By: /s/ GUY QUIGLEY
- -------------------
Guy Quigley
Chairman of the Board

That the undersigned officers and directors of The Quigley Corporation, a Nevada
corporation,   do  hereby  constitute  and  appoint  Guy  Quigley,   the  lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and  things  and all  acts  and  things  and to  execute  any  and all  required
instruments  which  said  attorney  and agent  determines  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933, and any rules or regulations or  requirements of the Securities and
Exchange  Commission in connection with this  Registration  Statements.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to any and all amendments and supplements to this Registration  Statement and to
any  amendments  or  supplements  thereof,  and each of the  undersigned  hereby
ratifies and confirms all that said attorney and agent,  shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.

IN WITNESS WHEREOF,  each of the undersigned has executed this Power of Attorney
as of the date indicated.

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

  Signature                          Title                        Date
  ---------                          -----                        ----

/s/ GUY QUIGLEY               Chairman of the Board           August 13, 1996
- ---------------
Guy Quigley

/s/ CHARLES PHILLIPS           Vice President, Director       August 13, 1996
- --------------------
Charles Phillips

/s/ ERIC H. KAYTES             Vice President, Director       August 13, 1996
- ------------------
Eric H. Kaytes
SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.

                                    EXHIBITS
                                       TO
                                    FORM S-8
                                      UNDER
                             SECURITIES ACT OF 1933

                             THE QUIGLEY CORPORATION
EXHIBIT NUMBER                      EXHIBIT INDEX
- --------------                      -------------

5                   Opinion and consent of William J. Reilly, Esq.
24.1                Consent of Independent Auditors - Nathan Blumenfrucht, CPA
24.2                Consent of William J. Reilly, Esq is contained in Exhibit 5.
25                  Power of Attorney, Reference is made to page II-5 of this
                    Registration Statement
Exhibit 5

                 Opinion and consent of William J. Reilly, Esq

                                   Law Offices
                             WILLIAM J. REILLY, ESQ.
                        396 Broadway New York, N.Y. 10013
                               Tel: (212) 219-9866
                               Fax: (212) 219-9968

 WILLIAM J. REILLY                                            55 Memorial Blvd.
  ATTORNEY AT LAW                                             Newport, RI 02940
                                                                (401) 693-1570
 JOSEPH W. PLUNKETT, JR.
     BRIAN DONNARD
      of Council

   8 August 1996

  Board of Directors
  The Quigley Corporation
  Landmark Building
  Doylestown, PA  18901

  To The Board of Directors:
  We refer to your Registration Statement on Form S-8 (the "Registration
  Statement") under the Securities Act of 1933, As Amended, of an aggregate
  of 1,000,000 Shares of Common Stock under the Stock Option Plan for
  Employees, Directors, Consultants and Advisers (the "Plan"). We advise you
  that, in our opinion, when such shares have been issued and sold pursuant
  to the applicable provisions of the Plan in accordance with the Registration
  Statement, such shares will be validly issued, fully-paid and non-assessable
  shares of The Quigley Corporation Common Stock.

  We hereby consent to the filing of this Opinion as an Exhibit to the
  Registration Statement.
 
  Very truly yours,

  /s/ William J. Reilly
  ---------------------
  William  J. Reilly
Exhibit 24.1

           Consent of Independent Auditors - Nathan Blumenfrucht, CPA

                                 N. BLUMENFRUCHT
                           CERTIFIED PUBLIC ACCOUNTANT
                              1040 LAST 22ND STREET
                               BROOKLYN, NY 11210

                                 (718) 692-2743

The Board Of Directors
The Quigley Corporation

          I consent  to the use in the S-8  filings of The  Quigley  Corporation
     relating to my report dated  February 6, 1996  accompanying  the  financial
     statements  of The  Quigley  Corporation  contained  in  such  Registration
     Statement, and to the use of my name, and the statements with respect to me
     under the heading "Experts" in the Prospectus.

/s/ NACHUM BLUMENFRUCHT
- -----------------------
Nachum Blumenfrucht
Certified Public Accountant

Brooklyn, New York
August 8, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

                                 N. BLUMENFRUCHT
                           CERTIFIED PUBLIC ACCOUNTANT
                              1040 LAST 22ND STREET
                               BROOKLYN, NY 11210

                                 (718) 692-2743

  The Board Of Directors
  The Quigley Corporation

          I consent  to the use in the S-8  filings of The  Quigley  Corporation
     relating to my report dated  February 6, 1996  accompanying  the  financial
     statements  of The  Quigley  Corporation  contained  in  such  Registration
     Statement, and to the use of my name, and the statements with respect to me
     under the heading "Experts" in the Prospectus.

/s/ NACHUM BLUMENFRUCHT
- -----------------------
Nachum Blumenfrucht
Certified Public Accountant

Brooklyn, New York
August 8, 1996
Exhibit 24.2

Consent of William J. Reilly, Esq is contained in Exhibit 5.

                                   Law Offices
                             WILLIAM J. REILLY, ESQ.
                        396 Broadway New York, N.Y. 10013
                               Tel: (212) 219-9866
                               Fax: (212) 219-9968

 WILLIAM J. REILLY                                            55 Memorial Blvd.
  ATTORNEY AT LAW                                             Newport, RI 02940
                                                                (401) 693-1570
 JOSEPH W. PLUNKETT, JR.
     BRIAN DONNARD
      of Council

   8 August 1996

  Board of Directors
  The Quigley Corporation
  Landmark Building
  Doylestown, PA  18901

  To The Board of Directors:
  We refer to your Registration Statement on Form S-8 (the "Registration
  Statement") under the Securities Act of 1933, As Amended, of an aggregate
  of 1,000,000 Shares of Common Stock under the Stock Option Plan for
  Employees, Directors, Consultants and Advisers (the "Plan"). We advise you
  that, in our opinion, when such shares have been issued and sold pursuant
  to the applicable provisions of the Plan in accordance with the Registration
  Statement, such shares will be validly issued, fully-paid and non-assessable
  shares of The Quigley Corporation Common Stock.

  We hereby consent to the filing of this Opinion as an Exhibit to the
  Registration Statement.
 
  Very truly yours,

  /s/ William J. Reilly
  ---------------------
  William  J. Reilly
Exhibit 25

Power of Attorney, Reference is made to page II-5 of this Registration Statement