As filed with the Securities and Exchange Commission on 
March 23, 1998.
                                        Registration No. 

                                                                 

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                         

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

                                          

                          JLM COUTURE, Inc.                      
       (Exact name of registrant as specified in its charter)

        Delaware                                13-3337553        
(State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)               Identification
No.)

225 West 37th Street, 5th Floor, New York, New York        10018  
(Address of principal executive offices)                (Zip
Code)



                    1996 Stock Option Plan                       
                         (Full title of the plan)
                                                                  
                    Richard S. Kalin, Esq.
          757 Third Avenue, 7th Floor, New York, NY 10017        

             (Name and address of agent for service)

                   (212) 888-9010                                
  (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
=================================================================
                                Proposed   Proposed    
Title of                        maximum    maximum     
securities       Amount         offering   aggregate   Amount of  
to be            to be          price per  offering   
registration
registered       registered(1)  share(2)   price(2)    fee
                                                                 

Common Stock,       100,000     $4.125     $412,500    $125.00
par value $.0002
per share.....           
                                

(1)  The number of shares stated is the aggregate number of
shares
     of Common Stock to be issued upon exercise of options
granted
     or to be granted under the 1996 Stock Option Plan (the
     "Plan"). 

(2)  Estimated solely for the purpose of calculating the
     registration fee and based upon the average of the bid and
     asked price of the Common Stock as reported by National
     Association of Securities Dealers Automated Quotation System
     ("NASDAQ") on March 18, 1998 as to options to be granted
under
     the Plan.
<PAGE>
                                  PART I*

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Item 1.   Plan Information.


          Item 2.   Registrant Information and Employee
                    Plan Annual Information.           
______________

     *    Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933 and the Note to Part I of Form S-8.<PAGE>
      

                      PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Documents by Reference.

          1. The following documents, which have been filed by
JLM
COUTURE, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), File Number 0-1900, pursuant to
the
Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated by reference into this Registration Statement:

          (a)  The Company's Annual Report on Form 10-KSB for the
fiscal year ended October 31, 1997, 

          (b)  The Company's Proxy Statement filed with the
Commission on March 2, 1998, and

          (c)  The Company's Quarterly Report on Form 10-QSB for
the quarter ended January 31, 1998.

          2. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the  Exchange
Act, 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 the respective date of filing of such
documents.  Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to
the
extent that a statement contained in this Registration Statement
or
in any other subsequently filed document which is incorporated by
reference modifies or supersedes such statement.

          Item 4.   Description of Securities.

          Common Stock. The authorized capital stock of the
Company
consists of 10,000,000 shares of Common Stock, par value $.0002
per
share. The Company's Common Stock (the "Common Stock") is
publicly-
traded on the NASDAQ system.  The holders of Common Stock (i)
will
have equal ratable rights to dividends from funds legally
available
therefor when, as and if declared by the Board of Directors of
the
Company, (ii) are entitled to share ratably in all of the profits
of the Company available for distribution to holders of Common
Stock upon liquidation, dissolution or winding up of the affairs
of
the Company, (iii) do not have preemptive, subscription or 
conversion rights and there are no redemption or sinking fund
provisions applicable thereto and (iv) are entitled to one non-
cumulative vote per share on all matters which stockholders may
vote on at all meetings of stockholders.  All shares of Common
Stock now outstanding are fully-paid and non-assessable and all
shares of Common Stock which are the subject of this Registration
Statement, when issued, will be fully-paid and non-assessable.

          Dividend Policy. The Company does not intend to pay
dividends on the Common Stock.  The Company intends to retain
earnings, if any, for use in the operation and expansion of its
business.  The amount of dividends, if any, will be determined by
the Board of Directors, based upon the Company's earnings,
financial condition, capital requirements and other conditions.

          Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

          Item 6.   Indemnification of Directors and Officers.

          Sections 145 of the General Corporation Law of the
State
of Delaware provides for the indemnification of officers and
directors under certain circumstances against expenses incurred
in
successfully defending against a claim and authorizes Delaware
corporations to indemnify their officers and directors under
certain circumstances against expenses and liabilities incurred
in
legal proceedings involving such persons because of their being
or
having been an officer or director.

          Section 102(b) of the Delaware General Corporation Law
permits a corporation, by so providing in its certificate of
incorporation, to eliminate or limit director's liability to the
corporation and its stockholders for monetary damages arising out
of certain alleged breaches of their fiduciary duty.  Section
102(b)(7) provides that no such limitation of liability may
affect
a director's liability with respect to any of the following:  (i)
breaches of the director's duty of loyalty to the corporation or
its stockholders; (ii) acts or omissions not made in good faith
or
which involve intentional misconduct of knowing violations of
law;
(iii) liability for dividends paid or stock repurchased or
redeemed
in violation of Section 174 of the Delaware General Corporation
Law; or (iv) transactions from which directors derived an
improper
personal benefit.  Section 102(b)(7) does not authorize any
limitation on the ability of the corporation or its stockholders
to
obtain injunctive relief, specific performance or other equitable
relief against directors.

          Article Sixteenth of the Company's Certificate of
Incorporation provides that no director of the Company shall be
personally liable to the registrant or its stockholders for any
monetary damages for breaches of fiduciary duty as a director,
provided that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty
of loyalty to the registrant or its stockholders; (ii) for acts
or
omissions not in good faith or which involve intentional
misconduct
or a knowing violation of law; (iii) under Section 174 of the
General Corporation Law of the State of Delaware; or (iv) for any
transaction from which the director derived an improper personal
benefit.


          Item 7.   Exemption from Registration Claimed.

          None.

          Item 8.   Exhibits.

          Exhibit No.         Description

                 
             4.1          1996 Stock Option Plan

             4.2          Form of Stock Option Agreement

             5.1          Opinion of Kalin & Associates, P.C.

            15.1          Consent of Arthur Andersen, LLP

            24.1          Consent of Kalin & Associates, P.C.
                          (included in Exhibit 5.1)

            25.1          Powers of Attorney (included on Pages
                          II-5 and II-6 of this Registration
                          Statement)

          Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

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

            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.

            (2)  That, for the purpose of determining any
liability
under the Securities Act of 1933 (the "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 undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Act, each
filing of the registrant's Annual Report pursuant to Section
13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new
registration statement relating to the securities offered
therein,
and the offering of such securities at that time shall be deemed
to
be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
procedures, 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,
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 New York, State of New York, on March 23, 1998.


                                   JLM COUTURE, INC.



                              By:  s/Joseph L. Murphy         
                                   Joseph L. Murphy, President



                             POWER OF ATTORNEY


     Each person whose individual signature appears below hereby
authorizes each of Joseph L. Murphy, Daniel Sullivan or any of
them
as his or her true and lawful attorney-in-fact with full power of
substitution to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any
and all post-effective amendments thereto.


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

   Signature             Title                    Date


s/Joseph L. Murphy       Director and             March 23, 1998
Joseph L. Murphy         President (Principal
                         Executive and Financial
                         Officer)


                         Chairman of the          March 23, 1998
Daniel M. Sullivan       Board of Directors


s/Joseph E. O'Grady      Director                 March 23, 1998
Joseph E. O'Grady        


                               EXHIBIT INDEX




Exhibit No.      Document


4.1              1996 Stock Option Plan

4.2              Form of Stock Option Agreement

5.1              Opinion of Kalin & Associates, P.C.

15.1             Consent of Arthur Andersen, LLP

24.1             Consent of Kalin & Associates, P.C. (included in 
                 Exhibit 5.1)

25.1             Powers of Attorney (included on Page II-5
                 of this Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14369}]
{"company-data": {"conformed-name": "HJELMS JIM PRIVATE COLLECTION LTD /DE/", "cik": "0000806384", "assigned-sic": "2330", "irs-number": "133337553", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48477", "film-number": "98571232"}, "business-address": {"street1": "225 W 37TH ST 5TH FL", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2129217058"}, "mail-address": {"street1": "225 WEST 37TH ST", "street2": "5TH FL", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
As filed with the Securities and Exchange Commission on 
March 23, 1998.
                                        Registration No. 

                                                                 

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                         

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

                                          

                          JLM COUTURE, Inc.                      
       (Exact name of registrant as specified in its charter)

        Delaware                                13-3337553        
(State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)               Identification
No.)

225 West 37th Street, 5th Floor, New York, New York        10018  
(Address of principal executive offices)                (Zip
Code)

                    1996 Stock Option Plan                       
                         (Full title of the plan)
                                                                  
                    Richard S. Kalin, Esq.
          757 Third Avenue, 7th Floor, New York, NY 10017        

             (Name and address of agent for service)

                   (212) 888-9010                                
  (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
=================================================================
                                Proposed   Proposed    
Title of                        maximum    maximum     
securities       Amount         offering   aggregate   Amount of  
to be            to be          price per  offering   
registration
registered       registered(1)  share(2)   price(2)    fee
                                                                 

Common Stock,       100,000     $4.125     $412,500    $125.00
par value $.0002
per share.....           
                                

(1)  The number of shares stated is the aggregate number of
shares
     of Common Stock to be issued upon exercise of options
granted
     or to be granted under the 1996 Stock Option Plan (the
     "Plan"). 

(2)  Estimated solely for the purpose of calculating the
     registration fee and based upon the average of the bid and
     asked price of the Common Stock as reported by National
     Association of Securities Dealers Automated Quotation System
     ("NASDAQ") on March 18, 1998 as to options to be granted
under
     the Plan.
PART I*

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Item 1.   Plan Information.

          Item 2.   Registrant Information and Employee
                    Plan Annual Information.           
______________

     *    Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933 and the Note to Part I of Form S-8.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Documents by Reference.

          1. The following documents, which have been filed by
JLM
COUTURE, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), File Number 0-1900, pursuant to
the
Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated by reference into this Registration Statement:

          (a)  The Company's Annual Report on Form 10-KSB for the
fiscal year ended October 31, 1997, 

          (b)  The Company's Proxy Statement filed with the
Commission on March 2, 1998, and

          (c)  The Company's Quarterly Report on Form 10-QSB for
the quarter ended January 31, 1998.

          2. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the  Exchange
Act, 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 the respective date of filing of such
documents.  Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to
the
extent that a statement contained in this Registration Statement
or
in any other subsequently filed document which is incorporated by
reference modifies or supersedes such statement.

          Item 4.   Description of Securities.

          Common Stock. The authorized capital stock of the
Company
consists of 10,000,000 shares of Common Stock, par value $.0002
per
share. The Company's Common Stock (the "Common Stock") is
publicly-
traded on the NASDAQ system.  The holders of Common Stock (i)
will
have equal ratable rights to dividends from funds legally
available
therefor when, as and if declared by the Board of Directors of
the
Company, (ii) are entitled to share ratably in all of the profits
of the Company available for distribution to holders of Common
Stock upon liquidation, dissolution or winding up of the affairs
of
the Company, (iii) do not have preemptive, subscription or 
conversion rights and there are no redemption or sinking fund
provisions applicable thereto and (iv) are entitled to one non-
cumulative vote per share on all matters which stockholders may
vote on at all meetings of stockholders.  All shares of Common
Stock now outstanding are fully-paid and non-assessable and all
shares of Common Stock which are the subject of this Registration
Statement, when issued, will be fully-paid and non-assessable.

          Dividend Policy. The Company does not intend to pay
dividends on the Common Stock.  The Company intends to retain
earnings, if any, for use in the operation and expansion of its
business.  The amount of dividends, if any, will be determined by
the Board of Directors, based upon the Company's earnings,
financial condition, capital requirements and other conditions.

          Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

          Item 6.   Indemnification of Directors and Officers.

          Sections 145 of the General Corporation Law of the
State
of Delaware provides for the indemnification of officers and
directors under certain circumstances against expenses incurred
in
successfully defending against a claim and authorizes Delaware
corporations to indemnify their officers and directors under
certain circumstances against expenses and liabilities incurred
in
legal proceedings involving such persons because of their being
or
having been an officer or director.

          Section 102(b) of the Delaware General Corporation Law
permits a corporation, by so providing in its certificate of
incorporation, to eliminate or limit director's liability to the
corporation and its stockholders for monetary damages arising out
of certain alleged breaches of their fiduciary duty.  Section
102(b)(7) provides that no such limitation of liability may
affect
a director's liability with respect to any of the following:  (i)
breaches of the director's duty of loyalty to the corporation or
its stockholders; (ii) acts or omissions not made in good faith
or
which involve intentional misconduct of knowing violations of
law;
(iii) liability for dividends paid or stock repurchased or
redeemed
in violation of Section 174 of the Delaware General Corporation
Law; or (iv) transactions from which directors derived an
improper
personal benefit.  Section 102(b)(7) does not authorize any
limitation on the ability of the corporation or its stockholders
to
obtain injunctive relief, specific performance or other equitable
relief against directors.

          Article Sixteenth of the Company's Certificate of
Incorporation provides that no director of the Company shall be
personally liable to the registrant or its stockholders for any
monetary damages for breaches of fiduciary duty as a director,
provided that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty
of loyalty to the registrant or its stockholders; (ii) for acts
or
omissions not in good faith or which involve intentional
misconduct
or a knowing violation of law; (iii) under Section 174 of the
General Corporation Law of the State of Delaware; or (iv) for any
transaction from which the director derived an improper personal
benefit.

          Item 7.   Exemption from Registration Claimed.

          None.

          Item 8.   Exhibits.

          Exhibit No.         Description

                 
             4.1          1996 Stock Option Plan

             4.2          Form of Stock Option Agreement

             5.1          Opinion of Kalin & Associates, P.C.

            15.1          Consent of Arthur Andersen, LLP

            24.1          Consent of Kalin & Associates, P.C.
                          (included in Exhibit 5.1)

            25.1          Powers of Attorney (included on Pages
                          II-5 and II-6 of this Registration
                          Statement)

          Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

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

            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.

            (2)  That, for the purpose of determining any
liability
under the Securities Act of 1933 (the "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 undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Act, each
filing of the registrant's Annual Report pursuant to Section
13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new
registration statement relating to the securities offered
therein,
and the offering of such securities at that time shall be deemed
to
be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
procedures, 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,
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 New York, State of New York, on March 23, 1998.

                                   JLM COUTURE, INC.

                              By:  s/Joseph L. Murphy         
                                   Joseph L. Murphy, President

                             POWER OF ATTORNEY

     Each person whose individual signature appears below hereby
authorizes each of Joseph L. Murphy, Daniel Sullivan or any of
them
as his or her true and lawful attorney-in-fact with full power of
substitution to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any
and all post-effective amendments thereto.

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

   Signature             Title                    Date

s/Joseph L. Murphy       Director and             March 23, 1998
Joseph L. Murphy         President (Principal
                         Executive and Financial
                         Officer)

                         Chairman of the          March 23, 1998
Daniel M. Sullivan       Board of Directors

s/Joseph E. O'Grady      Director                 March 23, 1998
Joseph E. O'Grady        

                               EXHIBIT INDEX

Exhibit No.      Document

4.1              1996 Stock Option Plan

4.2              Form of Stock Option Agreement

5.1              Opinion of Kalin & Associates, P.C.

15.1             Consent of Arthur Andersen, LLP

24.1             Consent of Kalin & Associates, P.C. (included in 
                 Exhibit 5.1)

25.1             Powers of Attorney (included on Page II-5
                 of this Registration Statement)