As filed with the Securities and Exchange Commission on October 29, 1996

                                                 Registration Statement No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------

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

                            LITTLE SWITZERLAND, INC.
             (Exact name of Registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   66-0476514
                      (I.R.S. Employer Identification No.)

                        161-B CROWN BAY CRUISE SHIP PORT
                            ST. THOMAS U.S.V.I. 00802
                    (Address of principal executive offices)

                            LITTLE SWITZERLAND, INC.
                             1991 STOCK OPTION PLAN
                            (Full title of the plan)

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

                               RONALD J. LATAILLE
                   Vice President and Chief Financial Officer
                            LITTLE SWITZERLAND, INC.
                        161-B Crown Bay Cruise Ship Port
                            St. Thomas U.S.V.I. 00802
                     (Name and address of agent for service)

                                 (809) 776-2010
          (Telephone number, including area code, of agent for service)
                          ----------------------------

                                   Copies to:
                             RICHARD E. FLOOR, P.C.
                              KEVIN M. DENNIS, ESQ.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                                 53 State Street
                           Boston, Massachusetts 02109
                                 (617) 570-1000
                          ----------------------------
                         CALCULATION OF REGISTRATION FEE

================================================================================
 Title of       
Securities        Amount       Proposed Maximum   Proposed Maximum    Amount of
  to be            to be        Offering Price      Aggregate       Registration
Registered      Registered (1)    Per Share       Offering Price        Fee
----------      --------------    ---------       --------------    ------------
Common Stock,      300,000        $3.50(2)        $1,050,000.00       $318.18
$0.01 par value    100,000        $4.375(3)         $437,500.00       $132.58
                --------------    ---------       --------------    ------------
   Total           400,000           --           $1,487,500.00       $450.76
                ==============    =========       ==============    ============
================================================================================
 (1)     This  Registration  Statement also relates to such additional number of
         shares of Common Stock of the registrant as may be issuable as a result
         of a stock dividend,  stock split, split-up,  recapitalization or other
         similar event.

(2)      This estimate is made pursuant to Rule 457(h) under the  Securities Act
         OF  1933,  as  amended,   solely  for  purposes  of   determining   the
         registration fee and is equal to the price at which outstanding options
         may be exercised.

(3)      This  estimate  is made  pursuant  to Rule  457(c)  and (h)  under  the
         Securities Act OF 1933, as amended,  solely for purposes of determining
         the  registration  fee and is equal to the  average of the high and low
         sales  prices of the Common  Stock as reported  on the NASDAQ  National
         Market System on October 21, 1996.
================================================================================
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      This  Registration  Statement  ON Form S-8 relates to shares of the Common
  Stock, par value $.01 per share (thE "Common Stock"), of Little Switzerland,
 Inc. (the "Registrant"), which may be issued under the Registrant's 1991 Stock
Option Plan (the  "Plan").  Pursuant to General  Instruction  E of Form S-8, the
Registrant  hereby  incorporates  by reference the contents of the  Registrant's
Registration  Statement on Form S-8 (No.  33-46656) as previously filed with the
Securities and Exchange Commission on March 25, 1992, covering 500,000 shares of
Common  Stock  that  may be  issued  pursuant  to the  Plan.  This  Registration
Statement  is being  filed to  register  an  additional  400,000  shares  of the
Registrant's Common Stock subject to issuance under the Plan.



ITEM 8.  EXHIBITS.

      The  exhibits  listed  in the  accompanying  Exhibit  Index  are filed and
Incorporated by reference as part of this Registration Statement.




<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  on the Island of St. Thomas,  United States Virgin Islands, on
this 29th day of October, 1996.

                                      LITTLE SWITZERLAND, INC.



                                      BY:/S/ JOHN E. TOLER, JR.
                                          John E. Toler, Jr.
                                          President and Chief Executive Officer

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

     Each person whose signature  appears below constitutes and appoints John E.
Toler,  Jr. and  Ronald J.  Lataille,  and each of them,  as his true and lawful
attorney-in-fact and agent, with full power of substitution,  for him and in his
name,  place and stead,  in any and all capacities to sign any or all amendments
or  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 attorney-in-fact
and agent  full power and  authority  to do and  perform  each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that  said  attorney-in-fact  and agent or his  substitute,  may
lawfully do or cause to be done by virtue hereof.

SIGNATURE                     TITLE                            DATE


/S/ John E. Toler, Jr.        President, Chief Executive       October 29, 1996
John E. Toler, Jr.            Officer and Director



/S/ Ronald J. Lataille        Chief Financial Officer,         October 29, 1996
Ronald J. Lataille            Vice President and
                              Treasurer (Principal
                              Financial and Accounting
                              Officer)



/S/ C. William Carey          Chairman of the Board            October 29, 1996
C. William Carey              and Director



/S/ Francis X. Correra        Director                         October 29, 1996
Francis X. Correra



/S/ Timothy B. Donaldson      Director                         October 29, 1996
Timothy B. Donaldson



/S/ Ilene B. Jacobs           Director                         October 29, 1996
Ilene B. Jacobs



/S/ Kenneth W. Watson         Director                         October 29, 1996
Kenneth W. Watson



<PAGE>



                                  EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION                                           


   5.1      Opinion of Goodwin, Procter & Hoar  LLP as
            to the legality of the securities being registered

  23.1      Consent of Counsel (included in                           
            Exhibit 5.1 hereto)

  23.2      Consent of Arthur Andersen  LLP, Independent
            Public Accountants

  24.1      Powers of Attorney (included in signature page            
            of this Registration Statement)

  99.1      Amendment No. 1 to Little Switzerland, Inc.
            1991 Stock Option Plan








324493.c1





<PAGE>











                                   EXHIBIT 5.1








324569.c1






































<PAGE>
                          GOODWIN, PROCTER & HOAR LLP
                               COUNSELLORS AT LAW
                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881



                                                October 29, 1996



Little Switzerland, Inc.
161-B Crown Bay Cruise Ship Port
St. Thomas, U.S.V.I.  00802

         RE:  LITTLE SWITZERLAND, INC. 1991 STOCK OPTION PLAN

Dear Ladies and Gentlemen:

     This opinion is furnished in connection with the  registration  pursuant to
the Securities Act OF 1933, as amended (The "Act"), of 400,000 additional shares
(the "Shares") of Common Stock,  par value $.01 per share (the "Common  Stock"),
of Little  Switzerland,  Inc.  (the  "Company"),  which  may be issued  upon the
exercise of options  granted  under the  Company's  1991 Stock  Option Plan (the
"Plan").

     We have acted as counsel to the Company in connection with the Registration
of the  Shares  under  the  Act.  We have  examined  the  Amended  and  Restated
Certificate  of  Incorporation  and the  Amended  and  Restated  By-laws  oF the
Company,  each as amended to date; such records of the corporate  proceedings of
the Company as we have deemed  material;  a  Registration  STatement on Form S-8
under the Act relating to the Shares (the  "Registration  Statement");  and such
other  certificates,  receipts,  records  and  documents  as we have  considered
necessary for the purposes of this opinion.

     We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion  concerning the laws of any  jurisdictions  other than the
laws of the United States of America and the Commonwealth of Massachusetts.

     Based upon the foregoing,  we are of the opinion that upon the issuance and
delivery  of, and payment for,  the Shares in  accordance  with the terms of the
Registration  Statement,  the Plan and the option agreements under the Plan, the
shares  will be  legally  issued,  fully paid and  non-assessable  shares of the
Company's Common Stock.




<PAGE>



Little Switzerland, Inc.
October 29, 1996
Page 2


     The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the  offer  and sale of  securities.  The  foregoing  further  assumes  that the
purchase price paid for the Shares is in excess of the par value thereof.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
above-referenced registration statement and to the use of our name therein.

                                            Very truly yours,

                                            /s/Goodwin, Procter & Hoar LLP 

                                            GOODWIN, PROCTER & HOAR  LLP






324567.c1








































<PAGE>




                                  EXHIBIT 23.2



<PAGE>



                             ARTHUR ANDERSEN LLP












                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement of our reports and to all references to
our Firm included in or made a part of this registration statement.




                                                  /s/Arthur Andersen LLP
                                                  ARTHUR ANDERSEN LLP



Boston, Massachusetts
October 25, 1996











<PAGE>






                                  EXHITIT 99.1














<PAGE>






                                    EXHIBIT A


                                 AMENDMENT NO. 1

                                       TO

                            LITTLE SWITZERLAND, INC.
                             1991 STOCK OPTION PLAN

                          Dated as of November 1, 1995


                               W I T N E S S E T H
     WHEREAS,  the Little Switzerland,  Inc. 1991 Stock Option Plan (the "Plan")
relates to 500,000 shares of common stock,  par value $.01 per share,  of Little
Switzerland, Inc.;

         NOW, THEREFORE, the Plan is hereby amended as follows:

     1.     Section 3(a) of the Plan is hereby amended as follows:

            The second  sentence  of section  3(A) is hereby  deleted  and
            replaced in its entirety with:

                      "The  total  number  of  shares  that may be
                 issued  pursuant  to options  granted  under the Plan
                 shall not exceed an  aggregate  of 900,000  shares of
                 Common Stock."

     2.     As amended hereby the Plan shall continue in full force and effect.










280798.c2


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 13906}]
{"company-data": {"conformed-name": "LITTLE SWITZERLAND INC/DE", "cik": "0000875523", "assigned-sic": "5944", "irs-number": "660476514", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15609", "film-number": "96655047"}, "business-address": {"street1": "161-B CROWN BAY CRUISE SHIP PORT", "city": "ST THOMAS VIRGIN ISL", "state": "V1", "zip": "00802", "phone": "8097762010"}, "mail-address": {"street1": "161B CROWN BAY CRUISE SHIP PORT", "city": "ST THOMAS", "state": "VI", "zip": "00804"}}
As filed with the Securities and Exchange Commission on October 29, 1996

                                                 Registration Statement No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------

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

                            LITTLE SWITZERLAND, INC.
             (Exact name of Registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   66-0476514
                      (I.R.S. Employer Identification No.)

                        161-B CROWN BAY CRUISE SHIP PORT
                            ST. THOMAS U.S.V.I. 00802
                    (Address of principal executive offices)

                            LITTLE SWITZERLAND, INC.
                             1991 STOCK OPTION PLAN
                            (Full title of the plan)

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

                               RONALD J. LATAILLE
                   Vice President and Chief Financial Officer
                            LITTLE SWITZERLAND, INC.
                        161-B Crown Bay Cruise Ship Port
                            St. Thomas U.S.V.I. 00802
                     (Name and address of agent for service)

                                 (809) 776-2010
          (Telephone number, including area code, of agent for service)
                          ----------------------------

                                   Copies to:
                             RICHARD E. FLOOR, P.C.
                              KEVIN M. DENNIS, ESQ.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                                 53 State Street
                           Boston, Massachusetts 02109
                                 (617) 570-1000
                          ----------------------------
                         CALCULATION OF REGISTRATION FEE

================================================================================
 Title of       
Securities        Amount       Proposed Maximum   Proposed Maximum    Amount of
  to be            to be        Offering Price      Aggregate       Registration
Registered      Registered (1)    Per Share       Offering Price        Fee
----------      --------------    ---------       --------------    ------------
Common Stock,      300,000        $3.50(2)        $1,050,000.00       $318.18
$0.01 par value    100,000        $4.375(3)         $437,500.00       $132.58
                --------------    ---------       --------------    ------------
   Total           400,000           --           $1,487,500.00       $450.76
                ==============    =========       ==============    ============
================================================================================
 (1)     This  Registration  Statement also relates to such additional number of
         shares of Common Stock of the registrant as may be issuable as a result
         of a stock dividend,  stock split, split-up,  recapitalization or other
         similar event.

(2)      This estimate is made pursuant to Rule 457(h) under the  Securities Act
         OF  1933,  as  amended,   solely  for  purposes  of   determining   the
         registration fee and is equal to the price at which outstanding options
         may be exercised.

(3)      This  estimate  is made  pursuant  to Rule  457(c)  and (h)  under  the
         Securities Act OF 1933, as amended,  solely for purposes of determining
         the  registration  fee and is equal to the  average of the high and low
         sales  prices of the Common  Stock as reported  on the NASDAQ  National
         Market System on October 21, 1996.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      This  Registration  Statement  ON Form S-8 relates to shares of the Common
  Stock, par value $.01 per share (thE "Common Stock"), of Little Switzerland,
 Inc. (the "Registrant"), which may be issued under the Registrant's 1991 Stock
Option Plan (the  "Plan").  Pursuant to General  Instruction  E of Form S-8, the
Registrant  hereby  incorporates  by reference the contents of the  Registrant's
Registration  Statement on Form S-8 (No.  33-46656) as previously filed with the
Securities and Exchange Commission on March 25, 1992, covering 500,000 shares of
Common  Stock  that  may be  issued  pursuant  to the  Plan.  This  Registration
Statement  is being  filed to  register  an  additional  400,000  shares  of the
Registrant's Common Stock subject to issuance under the Plan.

ITEM 8.  EXHIBITS.

      The  exhibits  listed  in the  accompanying  Exhibit  Index  are filed and
Incorporated by reference as part of this Registration Statement.
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  on the Island of St. Thomas,  United States Virgin Islands, on
this 29th day of October, 1996.

                                      LITTLE SWITZERLAND, INC.

                                      BY:/S/ JOHN E. TOLER, JR.
                                          John E. Toler, Jr.
                                          President and Chief Executive Officer

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

     Each person whose signature  appears below constitutes and appoints John E.
Toler,  Jr. and  Ronald J.  Lataille,  and each of them,  as his true and lawful
attorney-in-fact and agent, with full power of substitution,  for him and in his
name,  place and stead,  in any and all capacities to sign any or all amendments
or  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 attorney-in-fact
and agent  full power and  authority  to do and  perform  each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that  said  attorney-in-fact  and agent or his  substitute,  may
lawfully do or cause to be done by virtue hereof.

SIGNATURE                     TITLE                            DATE

/S/ John E. Toler, Jr.        President, Chief Executive       October 29, 1996
John E. Toler, Jr.            Officer and Director

/S/ Ronald J. Lataille        Chief Financial Officer,         October 29, 1996
Ronald J. Lataille            Vice President and
                              Treasurer (Principal
                              Financial and Accounting
                              Officer)

/S/ C. William Carey          Chairman of the Board            October 29, 1996
C. William Carey              and Director

/S/ Francis X. Correra        Director                         October 29, 1996
Francis X. Correra

/S/ Timothy B. Donaldson      Director                         October 29, 1996
Timothy B. Donaldson

/S/ Ilene B. Jacobs           Director                         October 29, 1996
Ilene B. Jacobs

/S/ Kenneth W. Watson         Director                         October 29, 1996
Kenneth W. Watson
EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION                                           

   5.1      Opinion of Goodwin, Procter & Hoar  LLP as
            to the legality of the securities being registered

  23.1      Consent of Counsel (included in                           
            Exhibit 5.1 hereto)

  23.2      Consent of Arthur Andersen  LLP, Independent
            Public Accountants

  24.1      Powers of Attorney (included in signature page            
            of this Registration Statement)

  99.1      Amendment No. 1 to Little Switzerland, Inc.
            1991 Stock Option Plan

324493.c1
EXHIBIT 5.1

324569.c1
GOODWIN, PROCTER & HOAR LLP
                               COUNSELLORS AT LAW
                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881

                                                October 29, 1996

Little Switzerland, Inc.
161-B Crown Bay Cruise Ship Port
St. Thomas, U.S.V.I.  00802

         RE:  LITTLE SWITZERLAND, INC. 1991 STOCK OPTION PLAN

Dear Ladies and Gentlemen:

     This opinion is furnished in connection with the  registration  pursuant to
the Securities Act OF 1933, as amended (The "Act"), of 400,000 additional shares
(the "Shares") of Common Stock,  par value $.01 per share (the "Common  Stock"),
of Little  Switzerland,  Inc.  (the  "Company"),  which  may be issued  upon the
exercise of options  granted  under the  Company's  1991 Stock  Option Plan (the
"Plan").

     We have acted as counsel to the Company in connection with the Registration
of the  Shares  under  the  Act.  We have  examined  the  Amended  and  Restated
Certificate  of  Incorporation  and the  Amended  and  Restated  By-laws  oF the
Company,  each as amended to date; such records of the corporate  proceedings of
the Company as we have deemed  material;  a  Registration  STatement on Form S-8
under the Act relating to the Shares (the  "Registration  Statement");  and such
other  certificates,  receipts,  records  and  documents  as we have  considered
necessary for the purposes of this opinion.

     We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion  concerning the laws of any  jurisdictions  other than the
laws of the United States of America and the Commonwealth of Massachusetts.

     Based upon the foregoing,  we are of the opinion that upon the issuance and
delivery  of, and payment for,  the Shares in  accordance  with the terms of the
Registration  Statement,  the Plan and the option agreements under the Plan, the
shares  will be  legally  issued,  fully paid and  non-assessable  shares of the
Company's Common Stock.
Little Switzerland, Inc.
October 29, 1996
Page 2

     The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the  offer  and sale of  securities.  The  foregoing  further  assumes  that the
purchase price paid for the Shares is in excess of the par value thereof.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
above-referenced registration statement and to the use of our name therein.

                                            Very truly yours,

                                            /s/Goodwin, Procter & Hoar LLP 

                                            GOODWIN, PROCTER & HOAR  LLP

324567.c1
EXHIBIT 23.2
ARTHUR ANDERSEN LLP

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement of our reports and to all references to
our Firm included in or made a part of this registration statement.

                                                  /s/Arthur Andersen LLP
                                                  ARTHUR ANDERSEN LLP

Boston, Massachusetts
October 25, 1996
EXHITIT 99.1
EXHIBIT A

                                 AMENDMENT NO. 1

                                       TO

                            LITTLE SWITZERLAND, INC.
                             1991 STOCK OPTION PLAN

                          Dated as of November 1, 1995

                               W I T N E S S E T H
     WHEREAS,  the Little Switzerland,  Inc. 1991 Stock Option Plan (the "Plan")
relates to 500,000 shares of common stock,  par value $.01 per share,  of Little
Switzerland, Inc.;

         NOW, THEREFORE, the Plan is hereby amended as follows:

     1.     Section 3(a) of the Plan is hereby amended as follows:

            The second  sentence  of section  3(A) is hereby  deleted  and
            replaced in its entirety with:

                      "The  total  number  of  shares  that may be
                 issued  pursuant  to options  granted  under the Plan
                 shall not exceed an  aggregate  of 900,000  shares of
                 Common Stock."

     2.     As amended hereby the Plan shall continue in full force and effect.

280798.c2