<PAGE>
 
As filed with the Securities and Exchange Commission on January 19, 1996.
                                                    Registration No. 33-________

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


                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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

                          STEVENS INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

                Delaware                                     75-2159407
       (State or other jurisdiction                       (I.R.S. Employer
     of incorporation or organization)                   Identification No.)

           5500 Airport Freeway
            Fort Worth, Texas                                   76117
  (Address of principal executive offices)                   (Zip Code)

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

                          STEVENS INTERNATIONAL, INC.
                 SECOND AMENDED AND RESTATED STOCK OPTION PLAN
                            STOCK OPTION AGREEMENTS
                           (Full title of the plans)

 
            KENNETH W. REYNOLDS                       With a copy to:
    Senior Vice President - Finance and       CHARLES D. MAGUIRE, JR., ESQ.
 Administration and Chief Financial Officer     Jackson & Walker, L.L.P.
        Stevens International, Inc.                  901 Main Street
            5500 Airport Freeway                       Suite 6000
          Fort Worth, Texas 76117                  Dallas, Texas 75202
                (817) 831-3911                       (214) 953-5850
 
  (Name, address, including zip code, and
   telephone number, including area code,
           of agent for service)
 
<TABLE> 
<CAPTION> 
                                    CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------              
   Title of                               Proposed Maximum         Proposed Maximum   
Securities to be       Amount to be      Offering Price Per       Aggregate Offering       Amount of    
  Registered            Registered           Share(1)                 Price (1)         Registration Fee      
----------------------------------------------------------------------------------------------------------  
<S>                   <C>                    <C>                      <C>                   <C> 
Common Stock,
par value             385,250 shares         $4.00                    $1,541,000.00         $531.38
$.10 per share                  
----------------------------------------------------------------------------------------------------------              
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rules 457(c) and 457(h), the offering price and registration fee
    are computed on the basis of the average of the high and low prices of the
    Common Stock, as reported by the American Stock Exchange, on January 16,
    1996.
<PAGE>
 
     Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statements No. 33-25949 and No. 33-36852 on Form S-8.
<PAGE>
 
PROSPECTUS

                               1,075,500 Shares
                               _________

                          STEVENS INTERNATIONAL, INC.

                             Series A Common Stock

     This Prospectus has been prepared by Stevens International, Inc., a
Delaware corporation ("Stevens" or the "Company"), for use upon resale by
certain directors and executive officers of the Company (the "Selling
Stockholders") of up to 1,075,500 shares (the "Shares") of Series A Common
Stock, par value $.10 per share ("Series A Common Stock"), of the Company. The
Selling Stockholders have acquired and/or may in the future acquire the Shares
from the Company pursuant to the exercise of outstanding options (the "Options")
granted or to be granted to the Selling Stockholders pursuant to the provisions
of the Company's Second Amended and Restated Stock Option Plan (the "Plan") or
pursuant to Stock Option Agreements ("Agreements") relating to Options granted
outside the Plan.

     The Shares may be sold from time to time by the Selling Stockholders, or by
permitted transferees.  Such sales may be made on one or more exchanges,
including the American Stock Exchange (the "AMEX"), or in the over the counter
market, or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms.  Upon any sale of the Shares offered hereby, the
Selling Stockholders or permitted transferees and participating agents, brokers
or dealers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and commissions or
discounts or any profit realized on the resale of such securities may be deemed
to be underwriting commissions or discounts under the Securities Act.  See "Plan
of Distribution."

     The Series A Common Stock is listed for trading on the AMEX under the
symbol "SVGA."  The Company's Common Stock consists of Series A and Series B
Common Stock.  Series A Common Stock, voting as a class, elects 25% of the
Company's directors and Series B Common Stock elects the remaining directors.
On all other matters, Series A Common Stock has one-tenth vote per share and
Series B Common Stock has one vote per share.  On January 16, 1996, the
closing price of the Series A Common Stock on the AMEX was $4.00.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

              The date of this Prospectus is January 19, 1996.
<PAGE>
 
                             AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such materials can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Series A Common Stock and Series B Common Stock are listed
on the AMEX. Reports, proxy statements and other information concerning the
Company can also be inspected at the offices of the AMEX at 86 Trinity Place,
New York, New York 10006.

     The Company has filed with the Commission a Registration Statement on Form
S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Series A Common Stock
to be issued pursuant to the Plan. As permitted by the rules and regulations of
the Commission, this Prospectus omits certain of the information contained in
the Registration Statement. Copies of the Registration Statement are available
from the Public Reference Section of the Commission at prescribed rates.
Statements contained herein concerning the provisions of documents filed with
the Registration Statement are necessarily summaries of such documents, and each
such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.

     The Company's principal executive offices are located at 5500 Airport
Freeway, Fort Worth, Texas 76117, and its telephone number is (817) 831-3911.
All references in this Prospectus to the "Company" include Stevens
International, Inc. and its subsidiaries and predecessors, unless the context
otherwise requires.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof: (i) Annual
Report on Form 10-K for the year ended December 31, 1994; (ii) Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995; (iii) Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995; (iv) Quarterly Report on Form 
10-Q for the quarter ended September 30, 1995; (v) definitive Proxy Statement
relating to Annual Meeting of Stockholders held on May 18, 1995; (vi) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (No. 1-9603) filed August 19, 1988; and (vii)
Form 8-K filed January 5, 1996.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the

                                      -2-
<PAGE>
 
offering of Series A Common Stock to be made hereunder shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
thereof. Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

     The Company will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Written or telephone requests for copies
should be directed to the Company's principal office: Stevens International,
Inc., 5500 Airport Freeway, Fort Worth, Texas 76117, Attention: Kenneth W.
Reynolds, Senior Vice President - Finance and Administration and Chief Financial
Officer (telephone: (817) 831-3911).


                                USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Shares
offered pursuant to this Prospectus.


                              SELLING STOCKHOLDERS

     To be provided by Amendment to this Prospectus.

                                      -3-
<PAGE>
 
                             PLAN OF DISTRIBUTION

     The Shares offered hereby may be sold from time to time by any of the
Selling Stockholders, or by permitted transferees.  The Shares may be disposed
of from time to time in one or more transactions through any one or more of the
following: (i) to purchasers directly, (ii) in ordinary brokerage transactions
and transactions in which the broker solicits purchasers, (iii) through
underwriters or dealers who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders such
successors in interest and/or from the purchasers of the Shares for whom they
may act as agent, (iv) the writing of options on the Shares, (v) the pledge of
the Shares as security for any loan or obligation, including pledges to brokers
or dealers who may, from time to time, themselves effect distributions of the
Shares or interests therein, (vi) purchases by a broker or dealer as principal
and resale by such broker or dealer for its own account pursuant to this
Prospectus, (vii) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction and (viii) an exchange
distribution in accordance with the rules of such exchange, including the AMEX,
or in transactions in the over the counter market.  Such sales may be made at
prices and at terms then prevailing or at prices related to the then current
market price or at negotiated prices and terms.  In effecting sales, brokers or
dealers may arrange for other brokers or dealers to participate.  The Selling
Stockholders or permitted transferees, and any underwriters, brokers, dealers or
agents that participate in the distribution of the Shares, may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the Shares by them and any discounts, commissions or concessions
received by any such underwriters, brokers, dealers or agents may be deemed to
be underwriting commissions or discounts under the Securities Act.

     The Company will pay all of the expenses incident to the offering and sale
of the Shares to the public other than underwriting discounts or commissions,
brokers' fees and the fees and expenses of any counsel to the Selling
Stockholders related thereto.

     In the event of a material change in the plan of distribution disclosed in
this Prospectus, the Selling Stockholder will not be able to effect transactions
in the Shares pursuant to this

                                      -4-
<PAGE>
 
Prospectus until such time as a post-effective amendment to the Registration
Statement is filed with, and declared effective by, the Commission.


                                 LEGAL MATTERS

     Certain legal matters in connection with the validity of the Series A
Common Stock offered hereby have been passed upon by Jackson & Walker, L.L.P.,
Dallas, Texas.  Robert B. Holland, III, of counsel to such firm, is a director 
of the Company.


                                    EXPERTS

     The consolidated financial statements and the related financial statement
schedules incorporated by reference in this Prospectus from the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated by reference herein, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.



                                      -5-
<PAGE>
 
 No person has been authorized in connection with
 the offering made hereby to give any information
 or to make any representation not contained in
 this Prospectus and, if given or made, such
 information or representation must not be relied
 upon as having been authorized by the Company.        1,075,500 SHARES
 This Prospectus does not constitute an offer to 
 sell or a solicitation of an offer to buy any
 securities to any person or by anyone in any
 jurisdiction where such offer or solicitation
 would be unlawful.  Neither the delivery of this
 Prospectus nor any sale made hereunder shall,
 under any circumstances, create any implication
 that the information contained herein is correct
 as of any date subsequent to the date hereof.       Stevens International, Inc.
 
         ------------------------- 
  
             TABLE OF CONTENTS                         SERIES A COMMON STOCK
                                           PAGE
 
Available Information........................ 2
Incorporation of Certain Documents
 by Reference................................ 2           ------------------
Use of Proceeds.............................. 3
Selling Stockholders......................... 3               PROSPECTUS
Plan of Distribution......................... 4
Legal Matters................................ 5           ------------------
Experts...................................... 5
Indemnification.............................. 5           January 19, 1996
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:

     (i)    Annual Report on Form 10-K for the year ended December 31, 1994;

     (ii)   Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;

     (iii)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;

     (iv)   Quarterly Report on Form 10-Q for the quarter ended September 30, 
            1995;

     (v)    definitive Proxy Statement relating to Annual Meeting of
            Stockholders held May 18, 1995;

     (vi)   the description of the Company's Series A Common Stock contained in
            the Company's Registration Statement on Form 8-A (No. 1-9603), filed
            August 19, 1988; and

     (vii)  Form 8-K filed on January 4, 1996.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all of the Series A Common Stock offered hereunder has been sold or which
deregisters all of such Series A Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

                                     II-1
<PAGE>
 
ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain legal matters in connection with the validity of the securities 
hereby have been passed upon for the Company by Jackson & Walker, L.L.P. Dallas,
Texas. Robert B. Holland, III of counsel to such firm, is a director and 
Secretary of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers or former directors or officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers.  Such law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under a corporation's
Certificate of Incorporation, Bylaws, any agreement or otherwise.

     The Company has entered into separate Indemnity Agreements with each of its
executive officers and directors.  Pursuant to such agreements, the Company
will, under certain circumstances, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were officers or directors of the Company or assumed certain responsibilities at
the direction of the Company.

     Reference is made to Article Nine and Article IX of the Company's Second
Restated Certificate of Incorporation and Bylaws, respectively, which provide
for indemnification of directors and officers.  The provisions of the Second
Restated Certificate of Incorporation, the Company's Bylaws, and Section 145 of
the Delaware General Corporation Law, may be sufficiently broad to indemnify the
Company's directors and officers for liabilities arising under the Securities
Act.

     Pursuant to authority granted by Section 145 of the Delaware General
Corporation Law, the Company maintains a directors and officers liability
insurance policy in the aggregate amount of $5,000,000 for a period extending
through October 10, 1995.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                     II-2
<PAGE>
 
ITEM 8.  EXHIBITS.

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

<TABLE> 
<CAPTION> 
Exhibit No.  Description of Exhibit
-----------  ----------------------
<S>          <C> 
4.1          Second Amended and Restated Certificate of Incorporation of the
             Company.(2)

4.2          Bylaws of the Company, as amended.(3)
 
4.3          Specimen of Series A Common Stock Certificate.(4)

4.4          Specimen of Series B Common Stock Certificate.(5)

5            Opinion of Jackson & Walker, L.L.P.(1)

15           None.

23.1         Consent of Deloitte & Touche LLP.(1)

23.2         Consent of Jackson & Walker, L.L.P. (included in its opinion filed
             as Exhibit 5 to this Registration Statement).(1)

25           Power of Attorney (appearing on page II-6 of this Registration
             Statement).(1)

26           None.

27           None.

28           None.

99.1         Second Amended and Restated Stock Option Plan.(1)

99.2         Form of Stock Option Agreement.(1)
</TABLE> 

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

(1)  Filed herewith.

(2)  Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-K for the year ended December 31, 1990 and incorporated herein by
     reference.

                                     II-3
<PAGE>
 
(3)  Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-1 (No. 33-15279) and incorporated herein by reference.

(4)  Previously filed as an exhibit to the registrant's Registration Statement
     on Form S-1 (No. 33-24486) and incorporated herein by reference.

(5)  Previously filed as an exhibit to the Registrant's report on Form 8-A filed
     August 19, 1988 and incorporated herein by reference.

(6)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended June 30, 1994 and incorporated herein by
     reference.

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:

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

                    (ii)   To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the registration statement. Notwithstanding the
          foregoing, any increase or decrease in volume in 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 end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) (Section
          230.424(b) of this chapter) if, in the aggregate, the changes in
          volume and price represent no more than a 20% 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 (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                                     II-4
<PAGE>
 
          (2) That, for the purpose of determining any liability under the
     Securities 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 Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
<PAGE>
 
                               POWER OF ATTORNEY


     Each person whose signature appears below authorizes Paul I. Stevens,
Richard I. Stevens, and Kenneth W. Reynolds, and each of them, each of whom may
act without joinder of the others, to execute in the name of each such person
who is then an officer or director of the Registrant and to file any amendments
to this Registration Statement necessary or advisable to enable the Registrant
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which are
the subject of this Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney may deem appropriate.


                                   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 Dallas, State of Texas on the 19th day of January,
1996.



                                    Stevens International, Inc.



                                    By: /s/ Kenneth W. Reynolds
                                       --------------------------------------
                                         Kenneth W. Reynolds,
                                         Senior Vice President - Finance and
                                         Administration and Chief Financial
                                         Officer
                                         (Principal Financial and Accounting
                                         Officer)

                                     II-6
<PAGE>
 
                                   SIGNATURES

   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 dates indicated.

<TABLE>
<CAPTION>
       Signatures                  Title                    Date
       ----------                  -----                    ----
<S>                       <C>                               <C> 
                                Chairman of the Board   
/s/ Paul I. Stevens                     and                 January 19, 1996 
--------------------------     Chief Executive Officer  
    Paul I. Stevens             (Principal Executive    
                                      Officer)           
 
                                  President, Chief   
/s/ Richard I. Stevens         Operating Officer and        January 19, 1996 
--------------------------            Director        
   Richard I. Stevens

                              Chief Financial Officer
                             and Senior Vice President
/s/ Kenneth W. Reynolds      Finance and Administration     January 19, 1996
--------------------------    (Principal Financial and
    Kenneth W. Reynolds          Accounting Officer)
 
/s/ Constance I. Stevens           Vice President,          January 19, 1996 
--------------------------     Assistant Secretary and                       
  Constance I. Stevens                Director         
 
                                                            January 19, 1996 
 -------------------------
   James D. Cavanaugh                 Director
 
/s/ Robert H. Brown, Jr.                                    January 19, 1996 
--------------------------       
  Robert H. Brown, Jr.                Director 
 
                                                            January 19, 1996 
--------------------------
   Gene E. Overbeck                   Director 
 
                                                            January 19, 1996 
--------------------------
  Edgar H. Schollmaier                Director 
 
                                                            January 19, 1996 
--------------------------       
    John W. Stodder                   Director 
                                        
/s/ Robert B. Holland, III                                  January 19, 1996 
--------------------------              
 Robert B. Holland, III               Director 
 
</TABLE>

                                     II-7
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE> 
<CAPTION> 
                                                                Sequentially
                                                                  Numbered  
Exhibit No.  Description of Exhibit                                 Page    
-----------  ----------------------                             ------------
<S>          <C>                                                <C>          
4.1          Second Amended and Restated Certificate of 
             Incorporation of the Company.(2)

4.2          Bylaws of the Company, as amended.(3)

4.3          Specimen of Series A Common Stock Certificate.(4)

4.4          Specimen of Series B Common Stock Certificate.(5)

5            Opinion of Jackson & Walker, L.L.P.(1)

15           None.

23.1         Consent of Deloitte & Touche LLP.(1)

23.2         Consent of Jackson & Walker, L.L.P. (included in 
             its opinion filed as Exhibit 5 to this Registration 
             Statement).(1)

25           Power of Attorney (appearing on page II-6 of this 
             Registration Statement).(1)

26           None.

27           None.

28           None.

99.1         Second Amended and Restated Stock Option Plan.(1)

99.2         Form of Stock Option Agreement.(1)
</TABLE> 

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

(1)  Filed herewith.

(2)  Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-K for the year ended December 31, 1990 and incorporated herein by
     reference.

(3)  Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-1 (No. 33-15279) and incorporated herein by reference.

(4)  Previously filed as an exhibit to the registrant's Registration Statement
     on Form S-1 (No. 33-24486) and incorporated herein by reference.

(5)  Previously filed as an exhibit to the Registrant's report on Form 8-A filed
     August 19, 1988 and incorporated herein by reference.

(6)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended June 30, 1994 and incorporated herein by
     reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 34274}]
{"company-data": {"conformed-name": "STEVENS GRAPHICS CORP", "cik": "0000817644", "assigned-sic": "3555", "irs-number": "752159407", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00319", "film-number": "96505623"}, "business-address": {"street1": "5500 AIRPORT FRWY", "city": "FORT WORTH", "state": "TX", "zip": "76117", "phone": "8178313911"}, "mail-address": {"street1": "PO BOX 3330", "city": "FORT WORTH", "state": "TX", "zip": "76113"}}
As filed with the Securities and Exchange Commission on January 19, 1996.
                                                    Registration No. 33-________

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

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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

                          STEVENS INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

                Delaware                                     75-2159407
       (State or other jurisdiction                       (I.R.S. Employer
     of incorporation or organization)                   Identification No.)

           5500 Airport Freeway
            Fort Worth, Texas                                   76117
  (Address of principal executive offices)                   (Zip Code)

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

                          STEVENS INTERNATIONAL, INC.
                 SECOND AMENDED AND RESTATED STOCK OPTION PLAN
                            STOCK OPTION AGREEMENTS
                           (Full title of the plans)

 
            KENNETH W. REYNOLDS                       With a copy to:
    Senior Vice President - Finance and       CHARLES D. MAGUIRE, JR., ESQ.
 Administration and Chief Financial Officer     Jackson & Walker, L.L.P.
        Stevens International, Inc.                  901 Main Street
            5500 Airport Freeway                       Suite 6000
          Fort Worth, Texas 76117                  Dallas, Texas 75202
                (817) 831-3911                       (214) 953-5850
 
  (Name, address, including zip code, and
   telephone number, including area code,
           of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------              
   Title of                               Proposed Maximum         Proposed Maximum   
Securities to be       Amount to be      Offering Price Per       Aggregate Offering       Amount of    
  Registered            Registered           Share(1)                 Price (1)         Registration Fee      
----------------------------------------------------------------------------------------------------------
Common Stock,
par value             385,250 shares         $4.00                    $1,541,000.00         $531.38
$.10 per share                  
----------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rules 457(c) and 457(h), the offering price and registration fee
    are computed on the basis of the average of the high and low prices of the
    Common Stock, as reported by the American Stock Exchange, on January 16,
    1996.
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statements No. 33-25949 and No. 33-36852 on Form S-8.
PROSPECTUS

                               1,075,500 Shares
                               _________

                          STEVENS INTERNATIONAL, INC.

                             Series A Common Stock

     This Prospectus has been prepared by Stevens International, Inc., a
Delaware corporation ("Stevens" or the "Company"), for use upon resale by
certain directors and executive officers of the Company (the "Selling
Stockholders") of up to 1,075,500 shares (the "Shares") of Series A Common
Stock, par value $.10 per share ("Series A Common Stock"), of the Company. The
Selling Stockholders have acquired and/or may in the future acquire the Shares
from the Company pursuant to the exercise of outstanding options (the "Options")
granted or to be granted to the Selling Stockholders pursuant to the provisions
of the Company's Second Amended and Restated Stock Option Plan (the "Plan") or
pursuant to Stock Option Agreements ("Agreements") relating to Options granted
outside the Plan.

     The Shares may be sold from time to time by the Selling Stockholders, or by
permitted transferees.  Such sales may be made on one or more exchanges,
including the American Stock Exchange (the "AMEX"), or in the over the counter
market, or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms.  Upon any sale of the Shares offered hereby, the
Selling Stockholders or permitted transferees and participating agents, brokers
or dealers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and commissions or
discounts or any profit realized on the resale of such securities may be deemed
to be underwriting commissions or discounts under the Securities Act.  See "Plan
of Distribution."

     The Series A Common Stock is listed for trading on the AMEX under the
symbol "SVGA."  The Company's Common Stock consists of Series A and Series B
Common Stock.  Series A Common Stock, voting as a class, elects 25% of the
Company's directors and Series B Common Stock elects the remaining directors.
On all other matters, Series A Common Stock has one-tenth vote per share and
Series B Common Stock has one vote per share.  On January 16, 1996, the
closing price of the Series A Common Stock on the AMEX was $4.00.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

              The date of this Prospectus is January 19, 1996.
AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such materials can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Series A Common Stock and Series B Common Stock are listed
on the AMEX. Reports, proxy statements and other information concerning the
Company can also be inspected at the offices of the AMEX at 86 Trinity Place,
New York, New York 10006.

     The Company has filed with the Commission a Registration Statement on Form
S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Series A Common Stock
to be issued pursuant to the Plan. As permitted by the rules and regulations of
the Commission, this Prospectus omits certain of the information contained in
the Registration Statement. Copies of the Registration Statement are available
from the Public Reference Section of the Commission at prescribed rates.
Statements contained herein concerning the provisions of documents filed with
the Registration Statement are necessarily summaries of such documents, and each
such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.

     The Company's principal executive offices are located at 5500 Airport
Freeway, Fort Worth, Texas 76117, and its telephone number is (817) 831-3911.
All references in this Prospectus to the "Company" include Stevens
International, Inc. and its subsidiaries and predecessors, unless the context
otherwise requires.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof: (i) Annual
Report on Form 10-K for the year ended December 31, 1994; (ii) Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995; (iii) Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995; (iv) Quarterly Report on Form 
10-Q for the quarter ended September 30, 1995; (v) definitive Proxy Statement
relating to Annual Meeting of Stockholders held on May 18, 1995; (vi) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (No. 1-9603) filed August 19, 1988; and (vii)
Form 8-K filed January 5, 1996.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the

                                      -2-
offering of Series A Common Stock to be made hereunder shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
thereof. Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

     The Company will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Written or telephone requests for copies
should be directed to the Company's principal office: Stevens International,
Inc., 5500 Airport Freeway, Fort Worth, Texas 76117, Attention: Kenneth W.
Reynolds, Senior Vice President - Finance and Administration and Chief Financial
Officer (telephone: (817) 831-3911).

                                USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Shares
offered pursuant to this Prospectus.

                              SELLING STOCKHOLDERS

     To be provided by Amendment to this Prospectus.

                                      -3-
PLAN OF DISTRIBUTION

     The Shares offered hereby may be sold from time to time by any of the
Selling Stockholders, or by permitted transferees.  The Shares may be disposed
of from time to time in one or more transactions through any one or more of the
following: (i) to purchasers directly, (ii) in ordinary brokerage transactions
and transactions in which the broker solicits purchasers, (iii) through
underwriters or dealers who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders such
successors in interest and/or from the purchasers of the Shares for whom they
may act as agent, (iv) the writing of options on the Shares, (v) the pledge of
the Shares as security for any loan or obligation, including pledges to brokers
or dealers who may, from time to time, themselves effect distributions of the
Shares or interests therein, (vi) purchases by a broker or dealer as principal
and resale by such broker or dealer for its own account pursuant to this
Prospectus, (vii) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction and (viii) an exchange
distribution in accordance with the rules of such exchange, including the AMEX,
or in transactions in the over the counter market.  Such sales may be made at
prices and at terms then prevailing or at prices related to the then current
market price or at negotiated prices and terms.  In effecting sales, brokers or
dealers may arrange for other brokers or dealers to participate.  The Selling
Stockholders or permitted transferees, and any underwriters, brokers, dealers or
agents that participate in the distribution of the Shares, may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the Shares by them and any discounts, commissions or concessions
received by any such underwriters, brokers, dealers or agents may be deemed to
be underwriting commissions or discounts under the Securities Act.

     The Company will pay all of the expenses incident to the offering and sale
of the Shares to the public other than underwriting discounts or commissions,
brokers' fees and the fees and expenses of any counsel to the Selling
Stockholders related thereto.

     In the event of a material change in the plan of distribution disclosed in
this Prospectus, the Selling Stockholder will not be able to effect transactions
in the Shares pursuant to this

                                      -4-
Prospectus until such time as a post-effective amendment to the Registration
Statement is filed with, and declared effective by, the Commission.

                                 LEGAL MATTERS

     Certain legal matters in connection with the validity of the Series A
Common Stock offered hereby have been passed upon by Jackson & Walker, L.L.P.,
Dallas, Texas.  Robert B. Holland, III, of counsel to such firm, is a director 
of the Company.

                                    EXPERTS

     The consolidated financial statements and the related financial statement
schedules incorporated by reference in this Prospectus from the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated by reference herein, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

                                      -5-
No person has been authorized in connection with
 the offering made hereby to give any information
 or to make any representation not contained in
 this Prospectus and, if given or made, such
 information or representation must not be relied
 upon as having been authorized by the Company.        1,075,500 SHARES
 This Prospectus does not constitute an offer to 
 sell or a solicitation of an offer to buy any
 securities to any person or by anyone in any
 jurisdiction where such offer or solicitation
 would be unlawful.  Neither the delivery of this
 Prospectus nor any sale made hereunder shall,
 under any circumstances, create any implication
 that the information contained herein is correct
 as of any date subsequent to the date hereof.       Stevens International, Inc.
 
         ------------------------- 
  
             TABLE OF CONTENTS                         SERIES A COMMON STOCK
                                           PAGE
 
Available Information........................ 2
Incorporation of Certain Documents
 by Reference................................ 2           ------------------
Use of Proceeds.............................. 3
Selling Stockholders......................... 3               PROSPECTUS
Plan of Distribution......................... 4
Legal Matters................................ 5           ------------------
Experts...................................... 5
Indemnification.............................. 5           January 19, 1996
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:

     (i)    Annual Report on Form 10-K for the year ended December 31, 1994;

     (ii)   Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;

     (iii)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;

     (iv)   Quarterly Report on Form 10-Q for the quarter ended September 30, 
            1995;

     (v)    definitive Proxy Statement relating to Annual Meeting of
            Stockholders held May 18, 1995;

     (vi)   the description of the Company's Series A Common Stock contained in
            the Company's Registration Statement on Form 8-A (No. 1-9603), filed
            August 19, 1988; and

     (vii)  Form 8-K filed on January 4, 1996.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all of the Series A Common Stock offered hereunder has been sold or which
deregisters all of such Series A Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

                                     II-1
ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain legal matters in connection with the validity of the securities 
hereby have been passed upon for the Company by Jackson & Walker, L.L.P. Dallas,
Texas. Robert B. Holland, III of counsel to such firm, is a director and 
Secretary of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers or former directors or officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers.  Such law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under a corporation's
Certificate of Incorporation, Bylaws, any agreement or otherwise.

     The Company has entered into separate Indemnity Agreements with each of its
executive officers and directors.  Pursuant to such agreements, the Company
will, under certain circumstances, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were officers or directors of the Company or assumed certain responsibilities at
the direction of the Company.

     Reference is made to Article Nine and Article IX of the Company's Second
Restated Certificate of Incorporation and Bylaws, respectively, which provide
for indemnification of directors and officers.  The provisions of the Second
Restated Certificate of Incorporation, the Company's Bylaws, and Section 145 of
the Delaware General Corporation Law, may be sufficiently broad to indemnify the
Company's directors and officers for liabilities arising under the Securities
Act.

     Pursuant to authority granted by Section 145 of the Delaware General
Corporation Law, the Company maintains a directors and officers liability
insurance policy in the aggregate amount of $5,000,000 for a period extending
through October 10, 1995.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                     II-2
ITEM 8.  EXHIBITS.

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit No.  Description of Exhibit
-----------  ----------------------
4.1          Second Amended and Restated Certificate of Incorporation of the
             Company.(2)

4.2          Bylaws of the Company, as amended.(3)
 
4.3          Specimen of Series A Common Stock Certificate.(4)

4.4          Specimen of Series B Common Stock Certificate.(5)

5            Opinion of Jackson & Walker, L.L.P.(1)

15           None.

23.1         Consent of Deloitte & Touche LLP.(1)

23.2         Consent of Jackson & Walker, L.L.P. (included in its opinion filed
             as Exhibit 5 to this Registration Statement).(1)

25           Power of Attorney (appearing on page II-6 of this Registration
             Statement).(1)

26           None.

27           None.

28           None.

99.1         Second Amended and Restated Stock Option Plan.(1)

99.2         Form of Stock Option Agreement.(1)
------------------------

(1)  Filed herewith.

(2)  Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-K for the year ended December 31, 1990 and incorporated herein by
     reference.

                                     II-3
(3)  Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-1 (No. 33-15279) and incorporated herein by reference.

(4)  Previously filed as an exhibit to the registrant's Registration Statement
     on Form S-1 (No. 33-24486) and incorporated herein by reference.

(5)  Previously filed as an exhibit to the Registrant's report on Form 8-A filed
     August 19, 1988 and incorporated herein by reference.

(6)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended June 30, 1994 and incorporated herein by
     reference.

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:

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

                    (ii)   To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the registration statement. Notwithstanding the
          foregoing, any increase or decrease in volume in 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 end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) (Section
          230.424(b) of this chapter) if, in the aggregate, the changes in
          volume and price represent no more than a 20% 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 (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                                     II-4
(2) That, for the purpose of determining any liability under the
     Securities 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 Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
POWER OF ATTORNEY

     Each person whose signature appears below authorizes Paul I. Stevens,
Richard I. Stevens, and Kenneth W. Reynolds, and each of them, each of whom may
act without joinder of the others, to execute in the name of each such person
who is then an officer or director of the Registrant and to file any amendments
to this Registration Statement necessary or advisable to enable the Registrant
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which are
the subject of this Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney may deem appropriate.

                                   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 Dallas, State of Texas on the 19th day of January,
1996.

                                    Stevens International, Inc.

                                    By: /s/ Kenneth W. Reynolds
                                       --------------------------------------
                                         Kenneth W. Reynolds,
                                         Senior Vice President - Finance and
                                         Administration and Chief Financial
                                         Officer
                                         (Principal Financial and Accounting
                                         Officer)

                                     II-6
SIGNATURES

   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 dates indicated.
Signatures                  Title                    Date
       ----------                  -----                    ----
Chairman of the Board   
/s/ Paul I. Stevens                     and                 January 19, 1996 
--------------------------     Chief Executive Officer  
    Paul I. Stevens             (Principal Executive    
                                      Officer)           
 
                                  President, Chief   
/s/ Richard I. Stevens         Operating Officer and        January 19, 1996 
--------------------------            Director        
   Richard I. Stevens

                              Chief Financial Officer
                             and Senior Vice President
/s/ Kenneth W. Reynolds      Finance and Administration     January 19, 1996
--------------------------    (Principal Financial and
    Kenneth W. Reynolds          Accounting Officer)
 
/s/ Constance I. Stevens           Vice President,          January 19, 1996 
--------------------------     Assistant Secretary and                       
  Constance I. Stevens                Director         
 
                                                            January 19, 1996 
 -------------------------
   James D. Cavanaugh                 Director
 
/s/ Robert H. Brown, Jr.                                    January 19, 1996 
--------------------------       
  Robert H. Brown, Jr.                Director 
 
                                                            January 19, 1996 
--------------------------
   Gene E. Overbeck                   Director 
 
                                                            January 19, 1996 
--------------------------
  Edgar H. Schollmaier                Director 
 
                                                            January 19, 1996 
--------------------------       
    John W. Stodder                   Director 
                                        
/s/ Robert B. Holland, III                                  January 19, 1996 
--------------------------              
 Robert B. Holland, III               Director
II-7
INDEX TO EXHIBITS
Sequentially
                                                                  Numbered  
Exhibit No.  Description of Exhibit                                 Page    
-----------  ----------------------                             ------------
4.1          Second Amended and Restated Certificate of 
             Incorporation of the Company.(2)

4.2          Bylaws of the Company, as amended.(3)

4.3          Specimen of Series A Common Stock Certificate.(4)

4.4          Specimen of Series B Common Stock Certificate.(5)

5            Opinion of Jackson & Walker, L.L.P.(1)

15           None.

23.1         Consent of Deloitte & Touche LLP.(1)

23.2         Consent of Jackson & Walker, L.L.P. (included in 
             its opinion filed as Exhibit 5 to this Registration 
             Statement).(1)

25           Power of Attorney (appearing on page II-6 of this 
             Registration Statement).(1)

26           None.

27           None.

28           None.

99.1         Second Amended and Restated Stock Option Plan.(1)

99.2         Form of Stock Option Agreement.(1)
------------------------

(1)  Filed herewith.

(2)  Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-K for the year ended December 31, 1990 and incorporated herein by
     reference.

(3)  Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-1 (No. 33-15279) and incorporated herein by reference.

(4)  Previously filed as an exhibit to the registrant's Registration Statement
     on Form S-1 (No. 33-24486) and incorporated herein by reference.

(5)  Previously filed as an exhibit to the Registrant's report on Form 8-A filed
     August 19, 1988 and incorporated herein by reference.

(6)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended June 30, 1994 and incorporated herein by
     reference.