As filed with the Securities and Exchange Commission on May 6, 1997
                            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 jurisdiction of                (I.R.S. Employer
    incorporation or organization)                Identification No.)

    The Landmark Building
    Doylestown, PA                                      18901
(Address of principal executive offices)              (Zip Code)

                        -------------------------------
                               Stock Option Plan
              for Consultants, Advisors and Non-Employee Directors
                            (Full Title of the Plan)


                                  Guy Quigley
                     President and Chief Executive Officer
                            The Quigley Corporation
                                 P.O. Box 1349
                              Doylestown, PA 18901
                    (Name and Address of agent for service)

                                 (215) 345-0919
         (Telephone number, including area code, of agent for service)
                        -------------------------------
                                With a copy to:
                              William Reilly, Esq.
                                  396 Broadway
                            New York, New York 10013
                                 (212) 219-9866
                        -------------------------------
                 Approximate date of proposed sales pursuant to
            the plan: From time to time after the effective date of
                          this registration statement.
                        -------------------------------
                        CALCULATION OF REGISTRATION FEE

  Title of            Amount          Proposed     Proposed         Amount of
  Securities to       to be           maximum      maximum        registration
  be registered     registered        offering     aggregate          fee
                                      price        offering
                                      per share    price
----------------- --------------   -------------- ------------  ---------------
Common Stock par     500,000          $8.75(2)     $4,375,000      $1,325.76
value, $.0005 per    (1) shares
share


(1)  There are also registered  hereby such  indeterminate  number of shares of
     Common  Stock as may become  issuable  by reason of the  operation  of the
     anti-dilution   provisions  of  the   Company's   Stock  Option  Plan  for
     Consultants, Advisors and Non-Employee Directors.

(2)  The offering price is calculated  solely for purposes of  determining  the
     registration fee for this offering under Rule 457(h) of the Securities Act
     of 1933, as amended, based on the average of the closing bid and ask price
     of the Company's  Common Stock on April 24, 1997 as reported on the Nasdaq
     OTC Bulletin Board.



<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange Commission
     (the  "Commission")  are  incorporated  herein by reference by The Quigley
     Corporation (the "Company") and made a part hereof:

     (a)  The  Company's  Registration  Statement  Form  10-KSB  filed with the
          Commission on September  30, 1996 and amended on Form 10-KSB/A  filed
          with the Commission on April 4, 1997;

     (b)  The Company's  Quarterly  Report on Form 10-QSB for the Quarter ended
          December 31, 1996;

     (c)  The Company's Current Report on Form 8-K dated February 4, 1997; and

     (d)  The  description  of the Common Stock in the  Company's  Registration
          Statement on Form 8-A filed on October 25, 1996.

     All reports and other documents subsequently filed by the Company pursuant
to  Sections  13,  14 and  15(d) of the  Securities  Exchange  Act of 1934,  as
amended, prior to the filing of a post-effective amendment which indicates that
all  securities  offered  hereby  have  been  sold or  which  de-registers  all
securities  remaining  unsold,  shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such  reports and
documents.

Item 4. Description of Securities

     Not applicable.

Item 5. Interest of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Officers and Directors

     The Company's By-laws authorize  indemnification of directors and officers
     as follows:


<PAGE>



              ARTICLE V - INDEMNIFICATION OF OFFICERS, DIRECTORS,
                              EMPLOYEES AND AGENTS

     Section  1. The  corporation  shall  indemnify  any person who was or is a
party or threatened to be made a party to any threatened,  pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,   administrative  or
investigative  (other  than  action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture,  trust or other  enterprise,  against expenses  (including  attorneys'
fees), judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment,  order,  settlement,
conviction, or upon a plea of nolo contendere or its equivalent,  shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to the  best
interests of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2. No officer, director or stockholder may become surety on behalf
of  the  corporation  for  any  of  its  obligations  under  any  circumstances
whatsoever.

     See  Item  9(e)  below  for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for liabilities
arising under the Securities Act of 1933, as amended.

     Section 78.751 of the Nevada General Corporation Law provides as follows:

          1. A corporation may indemnify any person who was or is a party or is
     threatened  to be made a party to any  threatened,  pending  or  completed
     action,  suit or proceeding,  whether civil,  criminal,  administrative or
     investigative,  except an action by or in the right of the corporation, by
     reason  of the fact that he is or was a  director,  officer,  employee  or
     agent of the  corporation,  or is or was  serving  at the  request  of the
     corporation  as  a  director,   officer,  employee  or  agent  of  another
     corporation,  partnership,  joint  venture,  trust  or  other  enterprise,
     against expenses,  including attorneys' fees, judgments, fines and amounts
     paid in settlement  actually and reasonably  incurred by him in connection
     with the  action,  suit or  proceeding  if he acted in good faith and in a
     manner  which he  reasonably  believed to be in or not opposed to the best
     interests of the corporation,  and, with respect to any criminal action or
     proceeding,  had no reasonable  cause to believe his conduct was unlawful.
     The  termination  of any action,  suit or proceeding  by judgment,  order,
     settlement,   conviction  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  does not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he  reasonably  believed to be
     in or not opposed to the best interests of the corporation, and that, with
     respect to any criminal action or proceeding,  he had reasonable  cause to
     believe that his conduct was unlawful.

          2. A corporation may indemnify any person who was or is a party or is
     threatened  to be made a party to any  threatened,  pending  or  completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director,  officer,
     employee or agent of the corporation,  or is or was serving at the request
     of the  corporation as a director,  officer,  employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses,  including  amounts  paid  in  settlement  and  attorneys'  fees
     actually and reasonably  incurred by him in connection with the defense or
     settlement of the action or suit if he acted in good faith and in a manner
     which he reasonably believed to be in or not opposed to the best interests
     of the corporation.  Indemnification  may not be made for any claim, issue
     or  matter  as to which  such a person  has  been  adjudged  by a court of
     competent  jurisdiction,  after exhaustion of all appeals therefrom, to be
     liable  to the  corporation  or for  amounts  paid  in  settlement  to the
     corporation,  unless  and only to the  extent  that the court in which the
     action  or suit was  brought  or other  court  of  competent  jurisdiction
     determines upon application  that in view of all the  circumstances of the
     case, the person is fairly and  reasonably  entitled to indemnity for such
     expenses as the court deems proper.

          3. To the extent  that a  director,  officer,  employee or agent of a
     corporation  has been  successful on the merits or otherwise in defense of
     any action,  suit or proceeding  referred to in subsections 1 and 2, or in
     defense of any claim,  issue or matter therein,  he must be indemnified by
     the corporation against expenses,  including  attorneys' fees actually and
     reasonably incurred by him in connection with the defense.

          4. Any indemnification under subsections 1 and 2, unless ordered by a
     court  or  advanced  pursuant  to  subsection  5,  must  be  made  by  the
     corporation  only as authorized in the specific case upon a  determination
     that indemnification of the director, officer, employee or agent is proper
     in the circumstances. The determination must be made:

          (a) By the stockholders;

          (b) By the board of directors by majority vote of a quorum consisting
     of directors who were not parties to the act, suit or proceeding;

          (c) If a majority  vote of a quorum  consisting of directors who were
     not parties to the act, suit or proceeding so orders, by independent legal
     counsel in a written opinion; or

          (d) If a quorum  consisting  of directors who were not parties to the
     act, suit or proceeding  cannot be obtained,  by independent legal counsel
     in a written opinion.

          5. The articles of incorporation,  the bylaws or an agreement made by
     the  corporation  may provide that the expenses of officers and  directors
     incurred in defending a civil or criminal action,  suit or proceeding must
     be paid by the  corporation  as they are  incurred  and in  advance of the
     final  disposition of the action,  suit or proceeding,  upon receipt of an
     undertaking by or on behalf of the director or officer to repay the amount
     if it is ultimately  determined by a court of competent  jurisdiction that
     he is not entitled to be indemnified by the corporation. The provisions of
     this  subsection  do not affect any rights to  advancement  of expenses to
     which corporate personnel other than directors or officers may be entitled
     under any contract or otherwise by law.

          6. The  indemnification  and advancement of expenses authorized in or
     ordered by a court pursuant to this section:

          (a) Does not  exclude  any  other  rights  to which a person  seeking
     indemnification  or  advancement  of expenses  may be  entitled  under the
     articles of incorporation or any bylaw, agreement, vote of stockholders or
     disinterested directors or otherwise, for either an action in his official
     capacity or an action in other capacity  while holding his office,  except
     that  indemnification,  unless ordered by a court pursuant to subsection 2
     or for the  advancement of expenses made pursuant to subsection 5, may not
     be made to or on behalf of any director or officer if a final adjudication
     establishes that his acts or omissions  involved  intentional  misconduct,
     fraud or a knowing  violation  of the law and was material to the cause of
     action.

          (b) Continues for a person who has ceased to be a director,  officer,
     employee  or agent and inures to the benefit of the heirs,  executors  and
     administrators of such a person.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

          4     - Stock Option Plan for  Consultants,  Advisors and Non-Employee
                 Directors.

          5     - Opinion of Olshan Grundman Frome & Rosenzweig LLP

          23(a) - Consent of Nachum Blumenfrucht.

          23(b) - Consent of Olshan  Grundman Frome & Rosenzweig LLP included in
                  his opinion filed herewith as Exhibit 5.

          24    - Powers of Attorney (included on page 11).


Item 9. Undertakings

          The undersigned registrant hereby undertakes:

               a) 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  requires by Section 10(a)(3)
               of the Securities Act of 1933;

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

                    (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  (i) and (ii) above 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 registrant  pursuant to Section 13
               or  15(d)  of the  Securities  Exchange  Act of  1934  that  are
               incorporated by reference in the registration statement.

               b) That, for the purpose of determining  any liability under the
          Securities Act of 1933, 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.

               c) 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.

               d)  The  undersigned  registrant  hereby  undertakes  that,  for
          purposes of  determining  any liability  under the  Securities Act of
          1933,  each  filing of the  registrant's  annual  report  pursuant to
          Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934 (and,
          where  applicable,  each filing of an employee  benefit plan's annual
          report  pursuant to Section 15(d) of the  Securities  Exchange Act of
          1934) 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.

               e) Insofar as indemnification  for liabilities arising under the
          Securities  Act of 1933 may be permitted to  directors,  officers and
          controlling  persons  of the  registrant  pursuant  to the  foregoing
          provisions, or otherwise, the registrant has been advised that in the
          opinion   of   the   Securities   and   Exchange    Commission   such
          indemnification  is against public policy as expressed in the Act and
          is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
          indemnification  against such liabilities  (other than the payment by
          the registrant of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful defense of any
          action, suit or proceeding) is asserted by such director,  officer or
          controlling   person  in  connection   with  the   securities   being
          registered, the registrant will, unless in the opinion of its counsel
          the matter has been  settled by  controlling  precedent,  submit to a
          court  of  appropriate   jurisdiction   the  question   whether  such
          indemnification  by it is against  public  policy as expressed in the
          Act and will be governed by the final adjudication of such issue.


<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, in the City of Doylestown, State of Pennsylvania,  on this 6th
day of May, 1997.

                            THE QUIGLEY CORPORATION

                            /s/ Guy Quigley
                            ----------------
                            Guy Quigley, Chief Executive Officer and President


                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in the
capacities  and on the date  indicated.  Each of the  undersigned  officers and
directors  of The Quigley  Corporation  hereby  constitutes  and  appoints  Guy
Quigley and Charles A.  Phillips  and each of them  singly,  as true and lawful
attorneys-in-fact   and   agents   with   full   power  of   substitution   and
re-substitution, for him in his name in any and all capacities, to sign any and
all  amendments  (including  post-effective  amendments)  to this  Registration
Statement and to file the same, with all exhibits thereto,  and other documents
in connection  therewith,  with the Securities  and Exchange  Commission and to
prepare  any and all  exhibits  thereto,  and  other  documents  in  connection
therewith, and to make any applicable state securities law or blue sky filings,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform  each and every act and thing  requisite or necessary to be done to
enable said  corporation to comply with the provisions of the Securities Act of
1933,  as  amended,  and  all  requirements  of  the  Securities  and  Exchange
Commission,  as fully to all  intents  and  purposes as he might or could do in
person,  hereby  ratifying and confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

      Signature                      Title                          Date

/s/ Guy J. Quigley          Chairman of the Board,              May 6, 1997
-----------------------
Guy J. Quigley              President, Chief Executive
                            Officer and Director

/s/ George J. Longo         Vice President, Chief Financial     May 6, 1997
-----------------------     Officer and Director (Principal
George J. Longo             Financial and Accounting Officer)

/s/ Eric H. Kaytes          Vice President, Secretary,          May 6, 1997
-----------------------     Treasurer, and Director
Eric H. Kaytes                            

/s/ Charles A. Phillips     Vice President, Chief Operating     May 6, 1997
-----------------------     Officer and Director
Charles A. Phillips                      
                                                                        
/s/ Dr. Robert L. Pollack   Director                            May 6, 1997
-------------------------
Dr. Robert L. Pollack

<PAGE>

                                                                 Exhibit 4
                            THE QUIGLEY CORPORATION

                               STOCK OPTION PLAN
                                      FOR
                CONSULTANTS, ADVISORS AND NON-EMPLOYEE DIRECTORS

     The  securities  issued  pursuant  to this Plan  have not been  registered
pursuant to the  Securities  Act of 1933,  as amended.  The  securities  may be
offered or sold only pursuant to (i) a Registration  Statement pursuant to such
Act,  including  a  Registration  Statement  on Form S-8, or (ii) an opinion of
counsel,  satisfactory  to the  Company,  that an exemption  from  registration
pursuant to such Act is available.

     1. PURPOSE.  The purpose of this Plan is to secure long term relationships
for The Quigley  Corporation,  and thereby afford its stockholders the benefits
arising from capital stock  ownership by the Company's  Consultants,  Advisors,
and  Non-Employee  Directors,  who can help in the company's growth and success
and to provide an effective means of compensation for such persons and entities
providing services to the Company in lieu of cash payments therefor.

     2.  ADMINISTRATION.  The Plan  shall be  administered  by a  "Compensation
Committee"  which shall  consist of not less than two members  appointed by the
Board of Directors,  but who need not be members of such Board, and all of whom
shall be disinterested  persons.  The term "disinterested  person" shall mean a
person who, at the time he or she  exercises  discretion in  administering  the
Plan,  has not at any time one year prior  thereto  has been  issued  shares of
Common Stock pursuant to exercise of Options  granted under the Plan. The Board
of Directors may from time to time and in its sole  discretion  remove  members
from or add  members to the  Committee.  Vacancies,  however  caused,  shall be
filled by the Board of Directors. The Committee may act at a meeting, including
telephonically,  in which a majority  are present,  or by written  consent of a
majority of the Committee.  The Committee  shall have the authority to construe
and  interpret  the Plan,  to define  the terms  used  herein,  and to  review,
deliberate  and act upon the  written  recommendations  of the Chief  Executive
Officer of the Company with  respect to shares of Common  Stock  proposed to be
issued pursuant to the Plan. All determinations and interpretations made by the
Committee shall be binding and conclusive upon all participants in the Plan and
on their legal  representatives  and  beneficiaries.  The initial  Compensation
Committee shall consist of Mr. Guy Quigley and Mr. Charles Phillips,  Directors
of the Company.

     3. ELIGIBILITY AND PARTICIPATION.  Consultants,  Advisors and Non-Employee
Directors,  to the Company,  or any of its  subsidiary  corporations,  shall be
eligible for  participation in the Plan. Each person or entity acquiring shares
of Common Stock pursuant to exercise of Options granted under the Plan shall be
acquiring  such  shares  for   investment   purposes  only,  in  lieu  of  cash
compensation  for  services  rendered  to the  Company,  and at  such  exercise
price(s) as shall be determined by the Compensation Committee at time of grant.
Such shares  issuable  upon  exercise  of any Option  shall be issued only upon
opinion  of  counsel  that  an  exemption  from  registration  pursuant  to the
Securities Act of 1933, as amended, is available for such issuance. The Company
may, but is not required to,  register  such shares for public sale pursuant to
the Act, including but not limited to a Registration on Form S-8.

     4.  SHARES  SUBJECT  TO PLAN.  Subject  to  modification  by the  Board of
Directors in accordance with the By-Laws of the Company, the stock to be issued
pursuant  to  Options  granted  pursuant  to this  Plan  shall  be  limited  to
15,000,000  shares of Common Stock  ($.0001 par value),  which number of shares
have been  reserved for issuance in  accordance  with the terms of this Plan by
prior action of the Board.

     5.  ADJUSTMENTS.  If the  outstanding  shares of the  Common  Stock of the
Company are increased,  decreased, or changed into or exchanged for a different
number or kind of shares or securities of the Company,  through reorganization,
recapitalization,  reclassification,  stock split or reverse  stock  split,  an
appropriate and  proportionate  adjustment  shall be made in the maximum number
and kind of shares authorized to be issued pursuant to this Plan.

     6. ASSIGNMENT OR TRANSFER OF OPTIONS. Options granted pursuant to the Plan
may not be  transferred  by the Option  grantee  without  the  express  written
consent of the Compensation Committee,  except that an Option grantee shall not
be required to obtain such  consent for  transfer or sale of such Option to any
member of the Option  grantee's  immediate  family,  including  a  transfer  by
operation  of law, or a transfer or sale to a  corporation  or  partnership  of
which the  Option  grantee  holds at least a 25%  interest  at the time of such
transfer or sale.

     7.  AMENDMENT  AND  TERMINATION  OF PLAN.  The Board of  Directors  of the
Company may at any time, by appropriate action,  suspend or terminate the Plan,
or amend the terms and conditions of the Plan.

     8.  INDEMNIFICATION  OF  COMMITTEE.  In addition  to such other  rights of
indemnification  as they may have as directors  of the Company,  the members of
the Committee shall be indemnified by the Company to the full extent  permitted
by the Business  Corporation  Law of the State of Nevada,  and to indemnify and
hold harmless each member with respect to any action, claim, suit or proceeding
to which such  indemnification  applies,  including  the costs and  expenses of
defense.

     9.  APPLICABLE  LAW.  The  terms  and  conditions  of this  Plan,  and all
proceedings  related thereto,  shall be interpreted and construed in accordance
with the Laws of the Commonwealth of Pennsylvania.  Sole jurisdiction and venue
for any action or proceeding  arising in connection  with the Plan shall reside
with the appropriate  court of the Commonwealth of Pennsylvania held in and for
the County of Bucks.

     10. EFFECTIVE DATE. The Plan shall become effective as of the 15th day of
November,  1994,  and shall  expire of the 14th day of November,  1999,  unless
further extended by appropriate action of the Board of Directors.


<PAGE>


                                   Exhibit 5

                                  May 2, 1997






Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

     Re:  The Quigley Corporation-
          Registration Statement on Form S-8
          ----------------------------------

Ladies and Gentlemen:

     Reference is made to the Registration Statement on Form S-8 dated the date
hereof (the "Registration  Statement"),  filed with the Securities and Exchange
Commission by The Quigley  Corporation,  a Nevada  corporation (the "Company").
The  Registration  Statement  relates to an  aggregate  of 500,000  shares (the
"Shares")  of common  stock,  par value  $.001  per share of the  Company  (the
"Common  Stock").  The  Shares  will  be  issued  and  sold by the  Company  in
accordance with the Company's Stock Option Plan for  Consultants,  Advisors and
Non-Employee Directors (the "Plan").

     We advise  you that we have  examined  originals  or copies  certified  or
otherwise  identified to our  satisfaction of the Certificate of  Incorporation
and By-laws of the Company,  minutes of meetings of the Board of Directors  and
stockholders of the Company, the Plan and such other documents, instruments and
certificates  of  officers  and  representatives  of  the  Company  and  public
officials,  and we have made such  examination  of the law,  as we have  deemed
appropriate as the basis for the opinion hereinafter expressed.  In making such
examination,   we  have  assumed  the  genuineness  of  all   signatures,   the
authenticity of all documents submitted to us as originals,  and the conformity
to original documents of documents  submitted to us as certified or photostatic
copies.


     Based upon the  foregoing,  we are of the opinion  that the  Shares,  when
issued and paid for in accordance  with the terms and  conditions  set forth in
the Plan, will be duly and validly issued, fully paid and non-assessable.

     We are  members  of the bar of the  State of New York.  Accordingly,  this
opinion is limited to the federal  laws of the United  States,  the laws of the
State of New York and the  General  Corporation  Law of the State of  Delaware.
Insofar as the opinion  expressed above relates to matters that are governed by
the laws of the State of Nevada,  our  investigation  of the applicable law has
been limited  exclusively upon our review of what we believe to be the relevant
provisions of the General Corporation Law of the State of Nevada.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement  and to the  reference  to this firm under the  caption
"Legal  Matters"  in the  prospectus  constituting  a part of the  Registration
Statement.

                                         Very truly yours,


                                         OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP


<PAGE>


                                 EXHIBIT 23(a)


                    Consent of Independent Public Accountant
                    ----------------------------------------


The Board of Directors
The Quigley Corporation

     I consent to the use in the S-8 filing of The Quigley Corporation relating
to my report dated December 12, 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/ Nathum Blumenfrucht
-----------------------
Nachum Blumenfrucht
Certified Public Accountant
May 6, 1997
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF SECURITIES", "secsgml_size_bytes": 33045}]
{"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": "333-26589", "film-number": "97596862"}, "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"}}
As filed with the Securities and Exchange Commission on May 6, 1997
                            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 jurisdiction of                (I.R.S. Employer
    incorporation or organization)                Identification No.)

    The Landmark Building
    Doylestown, PA                                      18901
(Address of principal executive offices)              (Zip Code)

                        -------------------------------
                               Stock Option Plan
              for Consultants, Advisors and Non-Employee Directors
                            (Full Title of the Plan)

                                  Guy Quigley
                     President and Chief Executive Officer
                            The Quigley Corporation
                                 P.O. Box 1349
                              Doylestown, PA 18901
                    (Name and Address of agent for service)

                                 (215) 345-0919
         (Telephone number, including area code, of agent for service)
                        -------------------------------
                                With a copy to:
                              William Reilly, Esq.
                                  396 Broadway
                            New York, New York 10013
                                 (212) 219-9866
                        -------------------------------
                 Approximate date of proposed sales pursuant to
            the plan: From time to time after the effective date of
                          this registration statement.
                        -------------------------------
                        CALCULATION OF REGISTRATION FEE

  Title of            Amount          Proposed     Proposed         Amount of
  Securities to       to be           maximum      maximum        registration
  be registered     registered        offering     aggregate          fee
                                      price        offering
                                      per share    price
----------------- --------------   -------------- ------------  ---------------
Common Stock par     500,000          $8.75(2)     $4,375,000      $1,325.76
value, $.0005 per    (1) shares
share

(1)  There are also registered  hereby such  indeterminate  number of shares of
     Common  Stock as may become  issuable  by reason of the  operation  of the
     anti-dilution   provisions  of  the   Company's   Stock  Option  Plan  for
     Consultants, Advisors and Non-Employee Directors.

(2)  The offering price is calculated  solely for purposes of  determining  the
     registration fee for this offering under Rule 457(h) of the Securities Act
     of 1933, as amended, based on the average of the closing bid and ask price
     of the Company's  Common Stock on April 24, 1997 as reported on the Nasdaq
     OTC Bulletin Board.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange Commission
     (the  "Commission")  are  incorporated  herein by reference by The Quigley
     Corporation (the "Company") and made a part hereof:

     (a)  The  Company's  Registration  Statement  Form  10-KSB  filed with the
          Commission on September  30, 1996 and amended on Form 10-KSB/A  filed
          with the Commission on April 4, 1997;

     (b)  The Company's  Quarterly  Report on Form 10-QSB for the Quarter ended
          December 31, 1996;

     (c)  The Company's Current Report on Form 8-K dated February 4, 1997; and

     (d)  The  description  of the Common Stock in the  Company's  Registration
          Statement on Form 8-A filed on October 25, 1996.

     All reports and other documents subsequently filed by the Company pursuant
to  Sections  13,  14 and  15(d) of the  Securities  Exchange  Act of 1934,  as
amended, prior to the filing of a post-effective amendment which indicates that
all  securities  offered  hereby  have  been  sold or  which  de-registers  all
securities  remaining  unsold,  shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such  reports and
documents.

Item 4. Description of Securities

     Not applicable.

Item 5. Interest of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Officers and Directors

     The Company's By-laws authorize  indemnification of directors and officers
     as follows:
ARTICLE V - INDEMNIFICATION OF OFFICERS, DIRECTORS,
                              EMPLOYEES AND AGENTS

     Section  1. The  corporation  shall  indemnify  any person who was or is a
party or threatened to be made a party to any threatened,  pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,   administrative  or
investigative  (other  than  action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture,  trust or other  enterprise,  against expenses  (including  attorneys'
fees), judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment,  order,  settlement,
conviction, or upon a plea of nolo contendere or its equivalent,  shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to the  best
interests of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2. No officer, director or stockholder may become surety on behalf
of  the  corporation  for  any  of  its  obligations  under  any  circumstances
whatsoever.

     See  Item  9(e)  below  for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for liabilities
arising under the Securities Act of 1933, as amended.

     Section 78.751 of the Nevada General Corporation Law provides as follows:

          1. A corporation may indemnify any person who was or is a party or is
     threatened  to be made a party to any  threatened,  pending  or  completed
     action,  suit or proceeding,  whether civil,  criminal,  administrative or
     investigative,  except an action by or in the right of the corporation, by
     reason  of the fact that he is or was a  director,  officer,  employee  or
     agent of the  corporation,  or is or was  serving  at the  request  of the
     corporation  as  a  director,   officer,  employee  or  agent  of  another
     corporation,  partnership,  joint  venture,  trust  or  other  enterprise,
     against expenses,  including attorneys' fees, judgments, fines and amounts
     paid in settlement  actually and reasonably  incurred by him in connection
     with the  action,  suit or  proceeding  if he acted in good faith and in a
     manner  which he  reasonably  believed to be in or not opposed to the best
     interests of the corporation,  and, with respect to any criminal action or
     proceeding,  had no reasonable  cause to believe his conduct was unlawful.
     The  termination  of any action,  suit or proceeding  by judgment,  order,
     settlement,   conviction  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  does not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he  reasonably  believed to be
     in or not opposed to the best interests of the corporation, and that, with
     respect to any criminal action or proceeding,  he had reasonable  cause to
     believe that his conduct was unlawful.

          2. A corporation may indemnify any person who was or is a party or is
     threatened  to be made a party to any  threatened,  pending  or  completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director,  officer,
     employee or agent of the corporation,  or is or was serving at the request
     of the  corporation as a director,  officer,  employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses,  including  amounts  paid  in  settlement  and  attorneys'  fees
     actually and reasonably  incurred by him in connection with the defense or
     settlement of the action or suit if he acted in good faith and in a manner
     which he reasonably believed to be in or not opposed to the best interests
     of the corporation.  Indemnification  may not be made for any claim, issue
     or  matter  as to which  such a person  has  been  adjudged  by a court of
     competent  jurisdiction,  after exhaustion of all appeals therefrom, to be
     liable  to the  corporation  or for  amounts  paid  in  settlement  to the
     corporation,  unless  and only to the  extent  that the court in which the
     action  or suit was  brought  or other  court  of  competent  jurisdiction
     determines upon application  that in view of all the  circumstances of the
     case, the person is fairly and  reasonably  entitled to indemnity for such
     expenses as the court deems proper.

          3. To the extent  that a  director,  officer,  employee or agent of a
     corporation  has been  successful on the merits or otherwise in defense of
     any action,  suit or proceeding  referred to in subsections 1 and 2, or in
     defense of any claim,  issue or matter therein,  he must be indemnified by
     the corporation against expenses,  including  attorneys' fees actually and
     reasonably incurred by him in connection with the defense.

          4. Any indemnification under subsections 1 and 2, unless ordered by a
     court  or  advanced  pursuant  to  subsection  5,  must  be  made  by  the
     corporation  only as authorized in the specific case upon a  determination
     that indemnification of the director, officer, employee or agent is proper
     in the circumstances. The determination must be made:

          (a) By the stockholders;

          (b) By the board of directors by majority vote of a quorum consisting
     of directors who were not parties to the act, suit or proceeding;

          (c) If a majority  vote of a quorum  consisting of directors who were
     not parties to the act, suit or proceeding so orders, by independent legal
     counsel in a written opinion; or

          (d) If a quorum  consisting  of directors who were not parties to the
     act, suit or proceeding  cannot be obtained,  by independent legal counsel
     in a written opinion.

          5. The articles of incorporation,  the bylaws or an agreement made by
     the  corporation  may provide that the expenses of officers and  directors
     incurred in defending a civil or criminal action,  suit or proceeding must
     be paid by the  corporation  as they are  incurred  and in  advance of the
     final  disposition of the action,  suit or proceeding,  upon receipt of an
     undertaking by or on behalf of the director or officer to repay the amount
     if it is ultimately  determined by a court of competent  jurisdiction that
     he is not entitled to be indemnified by the corporation. The provisions of
     this  subsection  do not affect any rights to  advancement  of expenses to
     which corporate personnel other than directors or officers may be entitled
     under any contract or otherwise by law.

          6. The  indemnification  and advancement of expenses authorized in or
     ordered by a court pursuant to this section:

          (a) Does not  exclude  any  other  rights  to which a person  seeking
     indemnification  or  advancement  of expenses  may be  entitled  under the
     articles of incorporation or any bylaw, agreement, vote of stockholders or
     disinterested directors or otherwise, for either an action in his official
     capacity or an action in other capacity  while holding his office,  except
     that  indemnification,  unless ordered by a court pursuant to subsection 2
     or for the  advancement of expenses made pursuant to subsection 5, may not
     be made to or on behalf of any director or officer if a final adjudication
     establishes that his acts or omissions  involved  intentional  misconduct,
     fraud or a knowing  violation  of the law and was material to the cause of
     action.

          (b) Continues for a person who has ceased to be a director,  officer,
     employee  or agent and inures to the benefit of the heirs,  executors  and
     administrators of such a person.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

          4     - Stock Option Plan for  Consultants,  Advisors and Non-Employee
                 Directors.

          5     - Opinion of Olshan Grundman Frome & Rosenzweig LLP

          23(a) - Consent of Nachum Blumenfrucht.

          23(b) - Consent of Olshan  Grundman Frome & Rosenzweig LLP included in
                  his opinion filed herewith as Exhibit 5.

          24    - Powers of Attorney (included on page 11).

Item 9. Undertakings

          The undersigned registrant hereby undertakes:

               a) 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  requires by Section 10(a)(3)
               of the Securities Act of 1933;

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

                    (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  (i) and (ii) above 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 registrant  pursuant to Section 13
               or  15(d)  of the  Securities  Exchange  Act of  1934  that  are
               incorporated by reference in the registration statement.

               b) That, for the purpose of determining  any liability under the
          Securities Act of 1933, 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.

               c) 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.

               d)  The  undersigned  registrant  hereby  undertakes  that,  for
          purposes of  determining  any liability  under the  Securities Act of
          1933,  each  filing of the  registrant's  annual  report  pursuant to
          Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934 (and,
          where  applicable,  each filing of an employee  benefit plan's annual
          report  pursuant to Section 15(d) of the  Securities  Exchange Act of
          1934) 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.

               e) Insofar as indemnification  for liabilities arising under the
          Securities  Act of 1933 may be permitted to  directors,  officers and
          controlling  persons  of the  registrant  pursuant  to the  foregoing
          provisions, or otherwise, the registrant has been advised that in the
          opinion   of   the   Securities   and   Exchange    Commission   such
          indemnification  is against public policy as expressed in the Act and
          is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
          indemnification  against such liabilities  (other than the payment by
          the registrant of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful defense of any
          action, suit or proceeding) is asserted by such director,  officer or
          controlling   person  in  connection   with  the   securities   being
          registered, the registrant will, unless in the opinion of its counsel
          the matter has been  settled by  controlling  precedent,  submit to a
          court  of  appropriate   jurisdiction   the  question   whether  such
          indemnification  by it is against  public  policy as expressed in the
          Act and will be governed by the final adjudication of such issue.
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, in the City of Doylestown, State of Pennsylvania,  on this 6th
day of May, 1997.

                            THE QUIGLEY CORPORATION

                            /s/ Guy Quigley
                            ----------------
                            Guy Quigley, Chief Executive Officer and President

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in the
capacities  and on the date  indicated.  Each of the  undersigned  officers and
directors  of The Quigley  Corporation  hereby  constitutes  and  appoints  Guy
Quigley and Charles A.  Phillips  and each of them  singly,  as true and lawful
attorneys-in-fact   and   agents   with   full   power  of   substitution   and
re-substitution, for him in his name in any and all capacities, to sign any and
all  amendments  (including  post-effective  amendments)  to this  Registration
Statement and to file the same, with all exhibits thereto,  and other documents
in connection  therewith,  with the Securities  and Exchange  Commission and to
prepare  any and all  exhibits  thereto,  and  other  documents  in  connection
therewith, and to make any applicable state securities law or blue sky filings,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform  each and every act and thing  requisite or necessary to be done to
enable said  corporation to comply with the provisions of the Securities Act of
1933,  as  amended,  and  all  requirements  of  the  Securities  and  Exchange
Commission,  as fully to all  intents  and  purposes as he might or could do in
person,  hereby  ratifying and confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

      Signature                      Title                          Date

/s/ Guy J. Quigley          Chairman of the Board,              May 6, 1997
-----------------------
Guy J. Quigley              President, Chief Executive
                            Officer and Director

/s/ George J. Longo         Vice President, Chief Financial     May 6, 1997
-----------------------     Officer and Director (Principal
George J. Longo             Financial and Accounting Officer)

/s/ Eric H. Kaytes          Vice President, Secretary,          May 6, 1997
-----------------------     Treasurer, and Director
Eric H. Kaytes                            

/s/ Charles A. Phillips     Vice President, Chief Operating     May 6, 1997
-----------------------     Officer and Director
Charles A. Phillips                      
                                                                        
/s/ Dr. Robert L. Pollack   Director                            May 6, 1997
-------------------------
Dr. Robert L. Pollack
Exhibit 4
                            THE QUIGLEY CORPORATION

                               STOCK OPTION PLAN
                                      FOR
                CONSULTANTS, ADVISORS AND NON-EMPLOYEE DIRECTORS

     The  securities  issued  pursuant  to this Plan  have not been  registered
pursuant to the  Securities  Act of 1933,  as amended.  The  securities  may be
offered or sold only pursuant to (i) a Registration  Statement pursuant to such
Act,  including  a  Registration  Statement  on Form S-8, or (ii) an opinion of
counsel,  satisfactory  to the  Company,  that an exemption  from  registration
pursuant to such Act is available.

     1. PURPOSE.  The purpose of this Plan is to secure long term relationships
for The Quigley  Corporation,  and thereby afford its stockholders the benefits
arising from capital stock  ownership by the Company's  Consultants,  Advisors,
and  Non-Employee  Directors,  who can help in the company's growth and success
and to provide an effective means of compensation for such persons and entities
providing services to the Company in lieu of cash payments therefor.

     2.  ADMINISTRATION.  The Plan  shall be  administered  by a  "Compensation
Committee"  which shall  consist of not less than two members  appointed by the
Board of Directors,  but who need not be members of such Board, and all of whom
shall be disinterested  persons.  The term "disinterested  person" shall mean a
person who, at the time he or she  exercises  discretion in  administering  the
Plan,  has not at any time one year prior  thereto  has been  issued  shares of
Common Stock pursuant to exercise of Options  granted under the Plan. The Board
of Directors may from time to time and in its sole  discretion  remove  members
from or add  members to the  Committee.  Vacancies,  however  caused,  shall be
filled by the Board of Directors. The Committee may act at a meeting, including
telephonically,  in which a majority  are present,  or by written  consent of a
majority of the Committee.  The Committee  shall have the authority to construe
and  interpret  the Plan,  to define  the terms  used  herein,  and to  review,
deliberate  and act upon the  written  recommendations  of the Chief  Executive
Officer of the Company with  respect to shares of Common  Stock  proposed to be
issued pursuant to the Plan. All determinations and interpretations made by the
Committee shall be binding and conclusive upon all participants in the Plan and
on their legal  representatives  and  beneficiaries.  The initial  Compensation
Committee shall consist of Mr. Guy Quigley and Mr. Charles Phillips,  Directors
of the Company.

     3. ELIGIBILITY AND PARTICIPATION.  Consultants,  Advisors and Non-Employee
Directors,  to the Company,  or any of its  subsidiary  corporations,  shall be
eligible for  participation in the Plan. Each person or entity acquiring shares
of Common Stock pursuant to exercise of Options granted under the Plan shall be
acquiring  such  shares  for   investment   purposes  only,  in  lieu  of  cash
compensation  for  services  rendered  to the  Company,  and at  such  exercise
price(s) as shall be determined by the Compensation Committee at time of grant.
Such shares  issuable  upon  exercise  of any Option  shall be issued only upon
opinion  of  counsel  that  an  exemption  from  registration  pursuant  to the
Securities Act of 1933, as amended, is available for such issuance. The Company
may, but is not required to,  register  such shares for public sale pursuant to
the Act, including but not limited to a Registration on Form S-8.

     4.  SHARES  SUBJECT  TO PLAN.  Subject  to  modification  by the  Board of
Directors in accordance with the By-Laws of the Company, the stock to be issued
pursuant  to  Options  granted  pursuant  to this  Plan  shall  be  limited  to
15,000,000  shares of Common Stock  ($.0001 par value),  which number of shares
have been  reserved for issuance in  accordance  with the terms of this Plan by
prior action of the Board.

     5.  ADJUSTMENTS.  If the  outstanding  shares of the  Common  Stock of the
Company are increased,  decreased, or changed into or exchanged for a different
number or kind of shares or securities of the Company,  through reorganization,
recapitalization,  reclassification,  stock split or reverse  stock  split,  an
appropriate and  proportionate  adjustment  shall be made in the maximum number
and kind of shares authorized to be issued pursuant to this Plan.

     6. ASSIGNMENT OR TRANSFER OF OPTIONS. Options granted pursuant to the Plan
may not be  transferred  by the Option  grantee  without  the  express  written
consent of the Compensation Committee,  except that an Option grantee shall not
be required to obtain such  consent for  transfer or sale of such Option to any
member of the Option  grantee's  immediate  family,  including  a  transfer  by
operation  of law, or a transfer or sale to a  corporation  or  partnership  of
which the  Option  grantee  holds at least a 25%  interest  at the time of such
transfer or sale.

     7.  AMENDMENT  AND  TERMINATION  OF PLAN.  The Board of  Directors  of the
Company may at any time, by appropriate action,  suspend or terminate the Plan,
or amend the terms and conditions of the Plan.

     8.  INDEMNIFICATION  OF  COMMITTEE.  In addition  to such other  rights of
indemnification  as they may have as directors  of the Company,  the members of
the Committee shall be indemnified by the Company to the full extent  permitted
by the Business  Corporation  Law of the State of Nevada,  and to indemnify and
hold harmless each member with respect to any action, claim, suit or proceeding
to which such  indemnification  applies,  including  the costs and  expenses of
defense.

     9.  APPLICABLE  LAW.  The  terms  and  conditions  of this  Plan,  and all
proceedings  related thereto,  shall be interpreted and construed in accordance
with the Laws of the Commonwealth of Pennsylvania.  Sole jurisdiction and venue
for any action or proceeding  arising in connection  with the Plan shall reside
with the appropriate  court of the Commonwealth of Pennsylvania held in and for
the County of Bucks.

     10. EFFECTIVE DATE. The Plan shall become effective as of the 15th day of
November,  1994,  and shall  expire of the 14th day of November,  1999,  unless
further extended by appropriate action of the Board of Directors.
Exhibit 5

                                  May 2, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

     Re:  The Quigley Corporation-
          Registration Statement on Form S-8
          ----------------------------------

Ladies and Gentlemen:

     Reference is made to the Registration Statement on Form S-8 dated the date
hereof (the "Registration  Statement"),  filed with the Securities and Exchange
Commission by The Quigley  Corporation,  a Nevada  corporation (the "Company").
The  Registration  Statement  relates to an  aggregate  of 500,000  shares (the
"Shares")  of common  stock,  par value  $.001  per share of the  Company  (the
"Common  Stock").  The  Shares  will  be  issued  and  sold by the  Company  in
accordance with the Company's Stock Option Plan for  Consultants,  Advisors and
Non-Employee Directors (the "Plan").

     We advise  you that we have  examined  originals  or copies  certified  or
otherwise  identified to our  satisfaction of the Certificate of  Incorporation
and By-laws of the Company,  minutes of meetings of the Board of Directors  and
stockholders of the Company, the Plan and such other documents, instruments and
certificates  of  officers  and  representatives  of  the  Company  and  public
officials,  and we have made such  examination  of the law,  as we have  deemed
appropriate as the basis for the opinion hereinafter expressed.  In making such
examination,   we  have  assumed  the  genuineness  of  all   signatures,   the
authenticity of all documents submitted to us as originals,  and the conformity
to original documents of documents  submitted to us as certified or photostatic
copies.

     Based upon the  foregoing,  we are of the opinion  that the  Shares,  when
issued and paid for in accordance  with the terms and  conditions  set forth in
the Plan, will be duly and validly issued, fully paid and non-assessable.

     We are  members  of the bar of the  State of New York.  Accordingly,  this
opinion is limited to the federal  laws of the United  States,  the laws of the
State of New York and the  General  Corporation  Law of the State of  Delaware.
Insofar as the opinion  expressed above relates to matters that are governed by
the laws of the State of Nevada,  our  investigation  of the applicable law has
been limited  exclusively upon our review of what we believe to be the relevant
provisions of the General Corporation Law of the State of Nevada.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement  and to the  reference  to this firm under the  caption
"Legal  Matters"  in the  prospectus  constituting  a part of the  Registration
Statement.

                                         Very truly yours,

                                         OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
EXHIBIT 23(a)

                    Consent of Independent Public Accountant
                    ----------------------------------------

The Board of Directors
The Quigley Corporation

     I consent to the use in the S-8 filing of The Quigley Corporation relating
to my report dated December 12, 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/ Nathum Blumenfrucht
-----------------------
Nachum Blumenfrucht
Certified Public Accountant
May 6, 1997