Registration No.33-         
                                                                            

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549
                                                  

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

                          SMITH CORONA CORPORATION
           (Exact name of registrant as specified in its charter)

Delaware                                                          51-0286862
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                        Identification Number)

                             65 LOCUST AVENUE
                       NEW CANAAN, CONNECTICUT  06840
                  (Address of principal executive offices)

                                      
             SMITH CORONA CORPORATION 1990 STOCK OPTION PLAN  
                            (Full Title of Plan)
                                                  

                              G. LEE THOMPSON
             Chairman of the Board and Chief Executive Officer
                          SMITH CORONA CORPORATION
                              65 Locust Avenue
                       New Canaan, Connecticut 06840
                               (203) 972-1471
         (Name, address, and telephone number of agent for service)

                                 Copies to:
                          G. William Sisley, Esq.
                    Winthrop, Stimson, Putnam & Roberts
                              Financial Centre
                            695 East Main Street
                               P.O. Box 6760
                          Stamford, CT 06904-6760
                                                  

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                              Proposed Maximum  Proposed Maximum   Amount of
Title of Shares  Amount to be  Offering Price    Aggregate          Registration
to be Registered Registered    Per Share (2)    Offering Price (2)     Fee
- ---------------- ---------     -------------    -----------------   ------------
<S>              <C>            <C>              <C>                  <C>
Common Stock,    3,000,000      $3.313           $9,939,000           $3,379.26
$.01 Par Value   Shares(1)

(1)       This Registration Statement also covers an indeterminate
          number of shares of Common Stock which may become
          issuable upon a stock dividend, stock split or other
          capital readjustment.

(2)       Pursuant to Rule 457(h)(1) and Rule 457(c) of the
          Securities Act of 1933, as amended, the proposed maximum
          offering price per share and the registration fee are
          based on the reported average of the high and low prices
          for the common stock of the Registrant (the "Common
          Stock") on the New York Stock Exchange on November 3,
          1994.  The maximum offering price per share is estimated
          solely for purposes of calculating the registration fee.

</TABLE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Note:  The documents containing the information specified in
this Part I will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act.  Such documents are not filed
with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities
Act.  These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

Item 1.  Plan Information


Item 2.  Registration Information and Employee Plan Annual
Information


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

     The following documents which have heretofore been filed by
Smith Corona Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act") are incorporated
in this Registration Statement by reference and shall be deemed to
be a part hereof:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994.

     (b)  Description of the Company's capital stock contained in
the Company's registration statement on Form 8-A on file with the
Commission (Commission File No. 1-10281), including any amendment or
report filed for the purpose of updating such registration
statement.

     All documents filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, after the date
of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); provided,
however, that the documents enumerated above or subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by
reference in this Registration Statement or be a part hereof from
and after the filing of such Annual Report on Form 10-K.

     Any statement contained in an Incorporated Document 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 Incorporated Document
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.

     The Company hereby undertakes to provide without charge to each
person to whom a copy of the Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all of
the documents referred to in this Item 3 of Part II which have been
or may be incorporated by reference in this Registration Statement. 
Requests for such copies should be directed to Smith Corona
Corporation, 65 Locust Avenue, New Canaan, Connecticut 06840,
Attention: Director, Investor Relations, telephone number: (203)
972-1471.  Additional updating information with respect to the
securities and plan covered herein may be provided in the future by
means of supplements to the Prospectus.

Item 4.  Description of Securities
     See item 3(b)

Item 5.  Interests of Named Experts and Counsel

     Legal matters in connection with the shares of Common Stock
subject to issuance pursuant to the Smith Corona Corporation 1990
Stock Option Plan have been passed upon by Winthrop, Stimson, Putnam
& Roberts.  G. William Sisley, a member of that firm, is Secretary
of the Company.

Item 6.  Indemnification of Directors and Officers

     The Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") of the Company provides that a
director of the Company will not have any personal liability to the
Company or its stockholders for monetary damages for breach of
fiduciary duty solely for actions taken in his capacity as a
director, other than for breaches of the director's duty of loyalty,
acts or omissions not in good faith or involving intentional
misconduct or knowing violations of the law, unlawful purchases or
redemptions of stock, payments of unlawful dividends or the receipt
of payment of improper personal benefits.  This provision does not
expressly limit the liability of directors arising in causes of
action brought under the federal securities laws.  The Certificate
of Incorporation also provides that any repeal or modification of
this provision by stockholders of the Company will not adversely
affect any right or protection of a director of the Company existing
at the time of the repeal or modification and that if the Delaware
General Corporation Law ("DGCL") is amended to further limit the
personal liabilities of directors, the liabilities of a director of
the Company will be eliminated or limited to the fullest extent
permitted by the DGCL as amended, without any further action by the
stockholders or the Board of Directors of the Company.

     The Certificate of Incorporation and By-Laws provide that each
person who is involved in any litigation or other proceeding because
he or she is or was, among other things, a director or officer of
the Company or of another related entity, whether or not the basis
of the litigation is alleged action in his or her capacity as an
officer or director, shall be indemnified by the Company to the
fullest extent authorized by the DGCL (but, in the case of any
further amendment to the DGCL, the right to indemnification shall be
adjusted only to the extent that such amendment permits the Company
to provide broader indemnification rights than prior to such
amendment), against all expense, liability or loss reasonably
incurred by such person in connection therewith.  The Certificate of
Incorporation and By-Laws also provide that indemnification of
directors or officers is a contract right and such right includes
the right to be paid the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however,
that, if the DGCL requires, the advancement of such expenses will be
made only after the person delivers an undertaking to the Company to
repay any amounts advanced if it is ultimately determined that he or
she is not entitled to indemnification. If the Company does not pay
a proper claim for indemnification in full within 30 days after a
written claim for such indemnification is received by the Company,
the Certificate of Incorporation and By-Laws authorize the claimant
to bring a suit against the Company.  The Certificate of
Incorporation and By-Laws further state that the right to
indemnification and the advancement of expenses conferred by the
Certificate of Incorporation and By-Laws is not exclusive of any
other right which any person may have or hereinafter acquire under
any statute, provision of the Certificate of Incorporation or By-
Laws of the Company, agreement, vote of stockholders or
disinterested directors, or otherwise.  In addition, the Certificate
of Incorporation and By-Laws authorize the Company to maintain
insurance, at its expense, to protect itself and certain individuals
including officers and directors of the Company against any expense,
liability, or loss, whether or not the Company would have the power
to indemnify the person under the DGCL.

     The Company maintains liability and indemnification insurance
policies covering all officers and directors of the Company.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Exhibit 4(a)   -    Amended and Restated Certificate of
                         Incorporation of Smith Corona Corporation
                         (incorporated by reference to Exhibit 3.1
                         to the Company's Registration Statement on
                         Form S-1 on file with the Commission
                         (Registration No. 33-29101)).
     Exhibit 4(b)   -    By-Laws of Smith Corona Corporation
                         (incorporated by reference to Exhibit 3.2
                         to the Company's Registration Statement on
                         Form S-1 on file with the Commission
                         (Registration No. 33-29101)).
     Exhibit 4(c)   -    Form of Common Stock Certificate
                         (incorporated by reference to Exhibit 4.1
                         to the Company's Registration Statement on
                         Form S-1 on file with the Commission
                         (Registration No. 33-29101)).
     Exhibit 5      -    Opinion of Winthrop, Stimson, Putnam &
                         Roberts, with consent.
     Exhibit 23(a)  -    Independent Auditors' Consent
     Exhibit 23(b)  -    Consent of Winthrop, Stimson, Putnam &
                         Roberts (contained in Exhibit 5).
     Exhibit 24     -    Power of Attorney (contained in the
                         signature page hereof).
     Exhibit 99     -    Smith Corona Corporation 1990 Stock Option
                         Plan.

Item 9.  Undertakings

          (a)  The Company hereby undertakes: 

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

                      (i)  To include any prospectus required by
     Section 10(a)(3) of the Securities Act of 1933 (the "1933
     Act");

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(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
by the Company pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the Registration
Statement;

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

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

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

          (c)  Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by director, officer or controlling person
of the Company 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
Company 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 1933 Act and will
be governed by the final adjudication of such issue.

     The consolidated financial statements and schedules of the
Company and its subsidiaries as of June 30, 1994 and 1993, and for
each of the years in the three-year period ended June 30, 1994,
incorporated by reference herein, have been incorporated by
reference herein in reliance upon the reports of Deloitte & Touche
LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.  To the extent that Deloitte & Touche LLP
audits and reports on financial statements of the Company issued at
future dates, and consents to the use of their reports thereon, such
financial statements also will be incorporated by reference in this
Registration Statement in reliance upon their reports and said
authority.

<PAGE>
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company 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, the Town of New Canaan,
State of Connecticut, on November 10, 1994.




SMITH CORONA CORPORATION


By  /s/ Thomas C. DeFazio                                                      
     Thomas C. DeFazio
     Executive Vice President and 
     Chief Financial Officer



                               POWER OF ATTORNEY

          Know all men by these presents, that each officer or
director of Smith Corona Corporation whose signature appears below
constitutes and appoints G. Lee Thompson and Thomas C. DeFazio,  and
each of them singly, his true and lawful attorney-in-fact and agent,
with full and several power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed pursuant to the
Securities Act of 1933 in connection with the registration of up to
3,000,000 shares of Common Stock, par value $.01 per share, and any
or all amendments, including pre- and post-effective amendments and
supplements 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 or substitutes, may lawfully do or cause to be done. 
Each of said attorneys-in-fact shall have power to act hereunder
with or without the other.

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

<TABLE>

<S>                      <C>                            <C>
 /s/ G. Lee Thompson     Chairman of the Board of        November 10, 1994
G. Lee Thompson          Directors, Chief Executive
                         Officer and Director 
                         (Principal Executive Officer)

/s/ William D. Henderson President, Chief Operating       November 10, 1994
William D. Henderson     Officer and Director
                         (Principal Operating Officer)

 /s/ Thomas C. DeFazio   Executive Vice President,        November 10, 1994
Thomas C. DeFazio        Chief Financial Officer and
                         Director (Principal Financial
                         Officer)

 /s/ John A. Piontkowski Vice President and Controller    November 10, 1994
John A. Piontkowski      (Principal Accounting Officer)

 /s/ David H. Clarke     Director                         November 10, 1994
David H. Clarke     

 /s/ John G. Raos        Director                         November 10, 1994
John G. Raos

 /s/ George H. Hemstead  Director                         November 10, 1994
George H. Hempstead,III

 /s/ Craig C. Sergeant   Director                         November 10, 1994
Craig C. Sergeant

 /s/ Robert Van Buren    Director                         November 10, 1994
Robert Van Buren

 /s/ Richard R. West     Director                         November 10, 1994
Richard R. West

 /s/ Robert J. Kammerer  Director                         November 10, 1994
Robert J. Kammerer

/TABLE
<PAGE>









                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                               __________________
 

                                     EXHIBITS

                                    filed with

                              Registration Statement

                                        on

                                     Form S-8

                                     under the

                              Securities Act of 1933

                               ___________________



                 Smith Corona Corporation 1990 Stock Option Plan
                             (Full title of the Plan)


                          SMITH CORONA CORPORATION
             (Exact name of registrant as specified in its charter)






<PAGE>

                                 EXHIBIT INDEX




                Smith Corona Corporation 1990 Stock Option Plan

Exhibit                                                            Sequential
 Number                       Description                          Page Number

4(a) -  Amended and Restated Certificate of Incorporation
        of Smith Corona Corporation (Designated as
        Exhibit 3.1 to the Registrant's Registration
        Statement on Form S-1 on file with the Commission
        (Reg. No. 33-29101)).                                             *

4(b) -  By-Laws of Smith Corona Corporation (Designated
        as Exhibit 3.2 to the Registrant's Registration
        Statement on Form S-1 on file with the Commission
        (Reg. No. 33-29101)).                                             *

4(c) -  Form of Common Stock Certificate (Designated as
        Exhibit 4.1 to the Company's Registration Statement
        on Form S-1 on file with the Commission
        (Reg. No. 33-29101)).                                             *

5       Opinion of Winthrop, Stimson, Putnam & Roberts,
        including their consent.

23(a) - Independent Auditors' Consent

23(b) - Consent of Counsel (contained in the Opinion of
        the Company's Counsel, Exhibit 5 hereto).

24   -  Power of Attorney (contained in the signature
        page hereof).

99   -  Smith Corona Corporation 1990 Stock Option Plan


____________________________________

*  Incorporated by reference.
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Registration No.33-         
                                                                            

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549
                                                  

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

                          SMITH CORONA CORPORATION
           (Exact name of registrant as specified in its charter)

Delaware                                                          51-0286862
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                        Identification Number)

                             65 LOCUST AVENUE
                       NEW CANAAN, CONNECTICUT  06840
                  (Address of principal executive offices)

                                      
             SMITH CORONA CORPORATION 1990 STOCK OPTION PLAN  
                            (Full Title of Plan)
                                                  

                              G. LEE THOMPSON
             Chairman of the Board and Chief Executive Officer
                          SMITH CORONA CORPORATION
                              65 Locust Avenue
                       New Canaan, Connecticut 06840
                               (203) 972-1471
         (Name, address, and telephone number of agent for service)

                                 Copies to:
                          G. William Sisley, Esq.
                    Winthrop, Stimson, Putnam & Roberts
                              Financial Centre
                            695 East Main Street
                               P.O. Box 6760
                          Stamford, CT 06904-6760
                                                  

                      CALCULATION OF REGISTRATION FEE
Proposed Maximum  Proposed Maximum   Amount of
Title of Shares  Amount to be  Offering Price    Aggregate          Registration
to be Registered Registered    Per Share (2)    Offering Price (2)     Fee
- ---------------- ---------     -------------    -----------------   ------------
Common Stock,    3,000,000      $3.313           $9,939,000           $3,379.26
$.01 Par Value   Shares(1)

(1)       This Registration Statement also covers an indeterminate
          number of shares of Common Stock which may become
          issuable upon a stock dividend, stock split or other
          capital readjustment.

(2)       Pursuant to Rule 457(h)(1) and Rule 457(c) of the
          Securities Act of 1933, as amended, the proposed maximum
          offering price per share and the registration fee are
          based on the reported average of the high and low prices
          for the common stock of the Registrant (the "Common
          Stock") on the New York Stock Exchange on November 3,
          1994.  The maximum offering price per share is estimated
          solely for purposes of calculating the registration fee.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Note:  The documents containing the information specified in
this Part I will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act.  Such documents are not filed
with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities
Act.  These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

Item 1.  Plan Information

Item 2.  Registration Information and Employee Plan Annual
Information

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents which have heretofore been filed by
Smith Corona Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act") are incorporated
in this Registration Statement by reference and shall be deemed to
be a part hereof:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994.

     (b)  Description of the Company's capital stock contained in
the Company's registration statement on Form 8-A on file with the
Commission (Commission File No. 1-10281), including any amendment or
report filed for the purpose of updating such registration
statement.

     All documents filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, after the date
of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); provided,
however, that the documents enumerated above or subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by
reference in this Registration Statement or be a part hereof from
and after the filing of such Annual Report on Form 10-K.

     Any statement contained in an Incorporated Document 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 Incorporated Document
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.

     The Company hereby undertakes to provide without charge to each
person to whom a copy of the Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all of
the documents referred to in this Item 3 of Part II which have been
or may be incorporated by reference in this Registration Statement. 
Requests for such copies should be directed to Smith Corona
Corporation, 65 Locust Avenue, New Canaan, Connecticut 06840,
Attention: Director, Investor Relations, telephone number: (203)
972-1471.  Additional updating information with respect to the
securities and plan covered herein may be provided in the future by
means of supplements to the Prospectus.

Item 4.  Description of Securities
     See item 3(b)

Item 5.  Interests of Named Experts and Counsel

     Legal matters in connection with the shares of Common Stock
subject to issuance pursuant to the Smith Corona Corporation 1990
Stock Option Plan have been passed upon by Winthrop, Stimson, Putnam
& Roberts.  G. William Sisley, a member of that firm, is Secretary
of the Company.

Item 6.  Indemnification of Directors and Officers

     The Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") of the Company provides that a
director of the Company will not have any personal liability to the
Company or its stockholders for monetary damages for breach of
fiduciary duty solely for actions taken in his capacity as a
director, other than for breaches of the director's duty of loyalty,
acts or omissions not in good faith or involving intentional
misconduct or knowing violations of the law, unlawful purchases or
redemptions of stock, payments of unlawful dividends or the receipt
of payment of improper personal benefits.  This provision does not
expressly limit the liability of directors arising in causes of
action brought under the federal securities laws.  The Certificate
of Incorporation also provides that any repeal or modification of
this provision by stockholders of the Company will not adversely
affect any right or protection of a director of the Company existing
at the time of the repeal or modification and that if the Delaware
General Corporation Law ("DGCL") is amended to further limit the
personal liabilities of directors, the liabilities of a director of
the Company will be eliminated or limited to the fullest extent
permitted by the DGCL as amended, without any further action by the
stockholders or the Board of Directors of the Company.

     The Certificate of Incorporation and By-Laws provide that each
person who is involved in any litigation or other proceeding because
he or she is or was, among other things, a director or officer of
the Company or of another related entity, whether or not the basis
of the litigation is alleged action in his or her capacity as an
officer or director, shall be indemnified by the Company to the
fullest extent authorized by the DGCL (but, in the case of any
further amendment to the DGCL, the right to indemnification shall be
adjusted only to the extent that such amendment permits the Company
to provide broader indemnification rights than prior to such
amendment), against all expense, liability or loss reasonably
incurred by such person in connection therewith.  The Certificate of
Incorporation and By-Laws also provide that indemnification of
directors or officers is a contract right and such right includes
the right to be paid the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however,
that, if the DGCL requires, the advancement of such expenses will be
made only after the person delivers an undertaking to the Company to
repay any amounts advanced if it is ultimately determined that he or
she is not entitled to indemnification. If the Company does not pay
a proper claim for indemnification in full within 30 days after a
written claim for such indemnification is received by the Company,
the Certificate of Incorporation and By-Laws authorize the claimant
to bring a suit against the Company.  The Certificate of
Incorporation and By-Laws further state that the right to
indemnification and the advancement of expenses conferred by the
Certificate of Incorporation and By-Laws is not exclusive of any
other right which any person may have or hereinafter acquire under
any statute, provision of the Certificate of Incorporation or By-
Laws of the Company, agreement, vote of stockholders or
disinterested directors, or otherwise.  In addition, the Certificate
of Incorporation and By-Laws authorize the Company to maintain
insurance, at its expense, to protect itself and certain individuals
including officers and directors of the Company against any expense,
liability, or loss, whether or not the Company would have the power
to indemnify the person under the DGCL.

     The Company maintains liability and indemnification insurance
policies covering all officers and directors of the Company.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Exhibit 4(a)   -    Amended and Restated Certificate of
                         Incorporation of Smith Corona Corporation
                         (incorporated by reference to Exhibit 3.1
                         to the Company's Registration Statement on
                         Form S-1 on file with the Commission
                         (Registration No. 33-29101)).
     Exhibit 4(b)   -    By-Laws of Smith Corona Corporation
                         (incorporated by reference to Exhibit 3.2
                         to the Company's Registration Statement on
                         Form S-1 on file with the Commission
                         (Registration No. 33-29101)).
     Exhibit 4(c)   -    Form of Common Stock Certificate
                         (incorporated by reference to Exhibit 4.1
                         to the Company's Registration Statement on
                         Form S-1 on file with the Commission
                         (Registration No. 33-29101)).
     Exhibit 5      -    Opinion of Winthrop, Stimson, Putnam &
                         Roberts, with consent.
     Exhibit 23(a)  -    Independent Auditors' Consent
     Exhibit 23(b)  -    Consent of Winthrop, Stimson, Putnam &
                         Roberts (contained in Exhibit 5).
     Exhibit 24     -    Power of Attorney (contained in the
                         signature page hereof).
     Exhibit 99     -    Smith Corona Corporation 1990 Stock Option
                         Plan.

Item 9.  Undertakings

          (a)  The Company hereby undertakes: 

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

                      (i)  To include any prospectus required by
     Section 10(a)(3) of the Securities Act of 1933 (the "1933
     Act");

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(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
by the Company pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the Registration
Statement;

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

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

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

          (c)  Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by director, officer or controlling person
of the Company 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
Company 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 1933 Act and will
be governed by the final adjudication of such issue.

     The consolidated financial statements and schedules of the
Company and its subsidiaries as of June 30, 1994 and 1993, and for
each of the years in the three-year period ended June 30, 1994,
incorporated by reference herein, have been incorporated by
reference herein in reliance upon the reports of Deloitte & Touche
LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.  To the extent that Deloitte & Touche LLP
audits and reports on financial statements of the Company issued at
future dates, and consents to the use of their reports thereon, such
financial statements also will be incorporated by reference in this
Registration Statement in reliance upon their reports and said
authority.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company 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, the Town of New Canaan,
State of Connecticut, on November 10, 1994.

SMITH CORONA CORPORATION

By  /s/ Thomas C. DeFazio                                                      
     Thomas C. DeFazio
     Executive Vice President and 
     Chief Financial Officer

                               POWER OF ATTORNEY

          Know all men by these presents, that each officer or
director of Smith Corona Corporation whose signature appears below
constitutes and appoints G. Lee Thompson and Thomas C. DeFazio,  and
each of them singly, his true and lawful attorney-in-fact and agent,
with full and several power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed pursuant to the
Securities Act of 1933 in connection with the registration of up to
3,000,000 shares of Common Stock, par value $.01 per share, and any
or all amendments, including pre- and post-effective amendments and
supplements 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 or substitutes, may lawfully do or cause to be done. 
Each of said attorneys-in-fact shall have power to act hereunder
with or without the other.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities shown and on the date indicated.
/s/ G. Lee Thompson     Chairman of the Board of        November 10, 1994
G. Lee Thompson          Directors, Chief Executive
                         Officer and Director 
                         (Principal Executive Officer)

/s/ William D. Henderson President, Chief Operating       November 10, 1994
William D. Henderson     Officer and Director
                         (Principal Operating Officer)

 /s/ Thomas C. DeFazio   Executive Vice President,        November 10, 1994
Thomas C. DeFazio        Chief Financial Officer and
                         Director (Principal Financial
                         Officer)

 /s/ John A. Piontkowski Vice President and Controller    November 10, 1994
John A. Piontkowski      (Principal Accounting Officer)

 /s/ David H. Clarke     Director                         November 10, 1994
David H. Clarke     

 /s/ John G. Raos        Director                         November 10, 1994
John G. Raos

 /s/ George H. Hemstead  Director                         November 10, 1994
George H. Hempstead,III

 /s/ Craig C. Sergeant   Director                         November 10, 1994
Craig C. Sergeant

 /s/ Robert Van Buren    Director                         November 10, 1994
Robert Van Buren

 /s/ Richard R. West     Director                         November 10, 1994
Richard R. West

 /s/ Robert J. Kammerer  Director                         November 10, 1994
Robert J. Kammerer

/TABLE
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                               __________________
 

                                     EXHIBITS

                                    filed with

                              Registration Statement

                                        on

                                     Form S-8

                                     under the

                              Securities Act of 1933

                               ___________________

                 Smith Corona Corporation 1990 Stock Option Plan
                             (Full title of the Plan)

                          SMITH CORONA CORPORATION
             (Exact name of registrant as specified in its charter)
EXHIBIT INDEX

                Smith Corona Corporation 1990 Stock Option Plan

Exhibit                                                            Sequential
 Number                       Description                          Page Number

4(a) -  Amended and Restated Certificate of Incorporation
        of Smith Corona Corporation (Designated as
        Exhibit 3.1 to the Registrant's Registration
        Statement on Form S-1 on file with the Commission
        (Reg. No. 33-29101)).                                             *

4(b) -  By-Laws of Smith Corona Corporation (Designated
        as Exhibit 3.2 to the Registrant's Registration
        Statement on Form S-1 on file with the Commission
        (Reg. No. 33-29101)).                                             *

4(c) -  Form of Common Stock Certificate (Designated as
        Exhibit 4.1 to the Company's Registration Statement
        on Form S-1 on file with the Commission
        (Reg. No. 33-29101)).                                             *

5       Opinion of Winthrop, Stimson, Putnam & Roberts,
        including their consent.

23(a) - Independent Auditors' Consent

23(b) - Consent of Counsel (contained in the Opinion of
        the Company's Counsel, Exhibit 5 hereto).

24   -  Power of Attorney (contained in the signature
        page hereof).

99   -  Smith Corona Corporation 1990 Stock Option Plan

____________________________________

*  Incorporated by reference.