As filed with the Securities and Exchange Commission on December 19, 2001

                                                     Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

================================================================================


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


                           LILLIAN VERNON CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         DELAWARE                                             13-2529859
-------------------------------                        -------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)


                    One Theall Road, Rye, New York 10580-1450
                    -----------------------------------------
                     (Address of Principal Executive Office)


                    1997 Performance Unit, Restricted Stock,
              Non-Qualified Option and Incentive Stock Option Plan
              ----------------------------------------------------
                              (Full Title of Plan)


                                 Lillian Vernon
                      Chairman and Chief Executive Officer

                           Lillian Vernon Corporation
                                 One Theall Road
                            Rye, New York 10580-1450

                                 (914) 925-1200
             -------------------------------------------------------
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)


             A copy of all communications, including communications
                sent to the agent for service should be sent to:

                              Alan M. Rashes, Esq.
                      Salon, Marrow, Dyckman & Newman, LLP
                                685 Third Avenue
                            New York, New York 10017
                                 (212) 661-7100


<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Each Class of                                                                Proposed Maximum
Securities to be            Amount to be            Proposed Maximum              Aggregate Offering               Amount of
Registered                   Registered         Offering Price Per Share                 Price                 Registration Fee
----------------------      ------------        ------------------------          ------------------           ----------------

<S>                         <C>                       <C>                             <C>                          <C>
Stock Options               1,000,000(1)                  --                               --                         -- (2)

Common Stock, Par Value     1,000,000(3)(4)           $7.08(5)                         $7,080,000                   $1,692.12
Per Share $.01
</TABLE>

----------

(1) Represents options to be granted pursuant to the 1997 Performance Unit,
    Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan (the
    "Incentive Compensation Plan") of the Registrant. Options to purchase
    750,000 shares of Common Stock to be granted pursuant to the Incentive
    Compensation Plan were previously registered pursuant to the Registrants'
    Registration Statement on Form S-8 (File No. 333-91299) filed with the
    Commission on November 19, 1999. Options to purchase 525,000 shares of
    Common Stock to be granted pursuant to the Incentive Compensation Plan were
    previously registered pursuant to the Registrant's Registration Statement on
    Form S-8 (File No. 333-36467) filed with the Commission on September 26,
    1997.

(2) No registration fee is required pursuant to Rule 457(h)(2).

(3) Shares issuable upon exercise of stock options or otherwise issued pursuant
    to the Incentive Compensation Plan.

(4) Includes an indeterminable number of shares of common stock which may become
    issuable pursuant to the anti-dilution provisions of the Incentive
    Compensation Plan.

(5) Calculated solely for the purpose of determining the registration fee
    pursuant to Rule 457(c) based upon the average of the high and low prices
    of the Common Stock as reported by the American Stock Exchange (the "AMEX")
    on December 13, 2001.




                                       1
<PAGE>


Introduction

     On July 18, 2001, the stockholders of Lillian Vernon Corporation (the
"Registrant" or the "Company") approved a 1,000,000 share increase in the number
of shares of Common Stock reserved under the Company's 1997 Performance Unit,
Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan (the
"Incentive Compensation Plan"). This Registration Statement registers the
additional 1,000,000 shares of Common Stock which are reserved for issuance
pursuant to the Incentive Compensation Plan.

Incorporation by Reference

     On September 26, 1997, a Form S-8 Registration Statement (File No.
333-36467) registering, in part, 525,000 shares of Common Stock, reserved for
issuance upon payment of performance units, if awarded, the exercise of
non-qualified and incentive stock options and the issuance of restricted stock
granted under the Incentive Compensation Plan, was filed with the Securities and
Exchange Commission (the "Commission") and became effective. On November 19,
1999, a Form S-8 Registration Statement (File No. 333-91299) registering 750,000
shares of Common Stock, reserved for issuance pursuant to the Incentive
Compensation Plan was filed with the Commission and became effective. The
contents of the Registration Statement No. 333-36467 and 333-91299 are hereby
incorporated by reference herein.

Amendments to the Incentive Compensation Plan

     On July 18, 2001, in addition to increasing, by 1,000,000 shares of Common
Stock reserved for issuance pursuant to the Incentive Compensation Plan, the
stockholders also approved an amendment to the Incentive Compensation Plan
dealing with stockholder approval for adoption and amendment of the Incentive
Compensation Plan. The amendment provides that once a quorum is present, the
Incentive Compensation Plan and any amendments thereto, may be approved by the
affirmative vote of the holders of a majority of the shares present or
represented by proxy at the Annual Meeting of Stockholders. Additionally, the
Incentive Compensation Plan was amended to provide that a director who is not
eligible to receive options under any other Company option plan would be
eligible to receive options under the Incentive Compensation Plan.



                                       2
<PAGE>

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Commission by the Registrant are
incorporated as to their respective dates in this Registration Statement by
reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     February 24, 2001;

          (b) The Company's Quarterly Reports on Form 10-Q for the quarters
     ended May 26, and August 25, 2001 respectively;

          (c) All other reports filed by the Company pursuant to Section 13(a)
     and 15(d) of the Securities Exchange Act of 1934 since the end of the
     Company's fiscal year ended February 24, 2001; and

          (d) The description of the Company's Common Stock contained in the the
     Company's Registration Statement on Form S-1, Registration No. 33-15430
     declared effective on August 13, 1987 and contained in Form 8-K, filed with
     the Commission on April 23, 1999.

     All documents filed by the Company with the Commission, pursuant to Section
13, 14 or 15(d) of the Securities Exchange Act of 1934 hereto, but prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from their respective dates of
filing. Any statement contained herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
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.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     The legality of the shares offered hereby has been passed upon for the
Company by Salon, Marrow, Dyckman & Newman, LLP ("SMD&N"), 685 Third Avenue, New
York, New York 10017. Joel Salon, a partner of SMD&N, and a director of the
Registrant, owns 1,000 shares of Common Stock (750 of which is owned by his
spouse, to which he has disclaimed beneficial ownership). He has the right to
acquire 16,000 shares of Common Stock pursuant to the Company's 1997 Performance
Unit, Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan.
Leo Salon, a partner of SMD&N and a former director of the Registrant, owns
2,250 shares of Common Stock. He has the right to acquire (i) 4,500 shares of
Common Stock pursuant to the Company's 1987 Performance Unit, Restricted Stock,
Non-Qualified Option and Incentive Stock Option Plan, (ii) 12,500 shares of
Common Stock pursuant to the Company's 1993 Stock Option Plan for Non-Employee
Directors and (iii) 15,000 shares of Common Stock pursuant to the Company's 1997
Performance Unit, Restricted Stock, Non-Qualified Option and Incentive Stock
Option Plan.



                                      II-1
<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a Company to the
Company or to any of its stockholders for monetary damages for a breach of his
fiduciary duty as a director, except in the case where the director breaches his
duty of loyalty, fails to act in good faith, engages in intentional misconduct
or knowingly violates a law, authorizes the payment of a dividend or approves a
stock repurchase in violation of the DGCL or obtains an improper personal
benefit. The Company's Certificate of Incorporation, a copy of which is
incorporated by reference, contains a provision which eliminates directors'
personal liability as set forth above.

     Section 145 of the DGCL permits a corporation to indemnify its directors
and officers.

     Article IV of the Company's By-Laws provides for indemnification of
corporate agents as follows:

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

     "Section 2. Derivative Actions. The Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or contemplated action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer or employee of the Company, or is or was serving at the request of the
Company as a director, officer or employee of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in connection with the defense or
settlement of such action or suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of Chancery
of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication or liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper."

     "Section 3. Expenses. To the extent that a director, officer or employee of
the Company has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 and 2 of this Article IV, or
in defense of any claim, issue or matter therein, he shall be




                                      II-2
<PAGE>


indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith."

     "Section 4. Standard of Conduct. Any indemnification under Sections 1 and 2
of this Article IV (unless ordered by a court) shall be made by the Company only
as authorized in the specific case upon a determination that indemnification of
the director, officer or employee is proper in the circumstances because he has
met the applicable standard of conduct set forth in Sections 1 and 2. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by a majority vote of the stockholders."

     "Section 5. Undertakings. Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
Company in advance of the final disposition of such action, suit or proceeding
if authorized by the Board of Directors in the specific case and only upon
receipt of an undertaking by or on behalf of the director, officer or employee
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company as authorized in this Article IV."

     "Section 6. Non-Exclusivity. The indemnification provided by this Article
IV shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors, statute, court decision, insurance
policy or otherwise, now or hereafter in effect, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such a person."

     "Section 7. Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer or employee of the
Company, or is or was serving at the request of the Company as a director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under the
provisions of this Article IV or of the General Corporation Law of the State of
Delaware."

     "Section 8. Definitions. For the purpose of this Article IV, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer or employee of the Company which
imposes duties on, or involves services by, such director, officer or employee
with respect to any employee benefit plan, its participants or beneficiaries;
and a person who acting in good faith and in a manner he reasonably believes to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to in this Article IV".

     "Section 9. Indemnification Agreements. Without limiting the generality of
the foregoing, the Company shall have the express authority to enter into such
agreements as the Board of Directors deems appropriate for the indemnification
of present or future directors and officers of the Company in connection with
their service to or status with the Company or any other corporation, entity or
enterprise with whom such person is serving at the express written request of
the Company."



                                      II-3
<PAGE>

     The Company has entered into indemnification agreements with its officers
and directors providing for payment of (i) all expenses incurred by an officer
and director in connection with any potential liability, (ii) any awards or
judgments rendered against said officer and director and (iii) any amounts paid
in settlement, provided that the officer and director did not act in bad faith
and acted in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Company. The indemnification agreements provide for
advancement of expenses in certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

         3.0      Articles of Incorporation, as amended
                  and By Laws (1)

         4.1      Amended 1997 Performance Unit, Restricted Stock, Non Qualified
                  Option and Incentive Stock Option Plan (2)

         5.1      Opinion of Salon, Marrow, Dyckman & Newman, LLP

         23.1     Consent of Salon, Marrow, Dyckman & Newman, LLP to be named in
                  the Registration Statement. Reference is made to Exhibit 5.1
                  to this Registration Statement which includes such consent.

         23.2     Consent of PricewaterhouseCoopers LLP

         24.0     Power of Attorney (set forth in the signature page).

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 the Registration Statement:

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

--------

1  The amended By-Laws were filed with Form 10-Q for the quarter ended August
   26, 2000 and are hereby incorporated by reference.

   The Certificate of Incorporation was filed with the Registration Statement on
Form S-1 (File No. 33-15430) and with Form 10-Q for the quarter ended August 28,
1987, amendments to the Certificate of Incorporation were filed with Form 8-K
filed April 23, 1999; all of which are incorporated by reference.


2  Filed as Exhibit "A" to the Company's Proxy Statement for the Annual Meeting
   of Stockholders, filed on June 14, 2001 and is incorporated by reference
   herein.



                                      II-4
<PAGE>


          any material change of such information in the Registration Statement.

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

          (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.



                                      II-5
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the 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 Rye, New York on this 19th day of December, 2001.

                                       LILLIAN VERNON CORPORATION

Dated: December 19, 2001                By:  /s/ Lillian Vernon
                                           -------------------------------------
                                           Lillian Vernon, Chairman of the Board
                                           and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Lillian Vernon and Susan C. Handler and
each acting alone, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
and supplements to this Registration Statement and to file the same with all
exhibits thereto and other documents in connection with all exhibits thereto,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents full power and authority to do and perform each and every act and
thing necessary or appropriate to be done with respect to this Registration
Statement on Form S-8 or any amendments or supplements hereto and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
their respective capacities with Lillian Vernon Corporation and on the dates
indicated.

<TABLE>
<CAPTION>

      Signature                                      Title                                        Date
      ---------                                      -----                                        ----

<S>                                 <C>                                                      <C>
/s/ Lillian Vernon                  Chairman of the Board of Directors and Chief             December 19, 2001
-----------------------------       Executive Officer (Principal Executive Officer)
Lillian Vernon


/s/ Wayne A. Palladino              Senior Vice President - Chief Financial Officer          December 19, 2001
-----------------------------       (Principal Financial and Accounting Officer)
Wayne A. Palladino


/s/ David C. Hochberg               Vice President-Public Affairs and Director               December 19, 2001
-----------------------------
David C. Hochberg



/s/ Richard A. Berman               Director                                                 December 19, 2001
------------------------------
Richard A. Berman


/s/ Elizabeth M. Eveillard          Director                                                 December 19, 2001
------------------------------
Elizabeth M. Eveillard



/s/ Jonah Gitlitz                   Director                                                 December 19, 2001
------------------------------
Jonah Gitlitz



/s/ Joel Salon                      Director                                                 December 19, 2001
------------------------------
Joel Salon



/s/ Bert W. Wasserman               Director                                                 December 19, 2001
------------------------------
Bert W. Wasserman


</TABLE>


                                      II-6
<PAGE>



                                INDEX TO EXHIBITS
                                -----------------


5.1       Opinion of Salon, Marrow, Dyckman & Newman, LLP

23.1      Consent of Salon, Marrow, Dyckman & Newman, LLP (included in
          Exhibit 5.1)

23.2      Consent of PricewaterhouseCoopers LLP



                                      II-7
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{"company-data": {"conformed-name": "LILLIAN VERNON CORP", "cik": "0000818008", "assigned-sic": "5961", "irs-number": "132529859", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75428", "film-number": "1817204"}, "business-address": {"street1": "ONE THEALL ROAD", "city": "RYE", "state": "NY", "zip": "10580", "phone": "9145766400"}, "mail-address": {"street1": "543 MAIN STREET", "city": "NEW ROCHELLE", "state": "NY", "zip": "10801"}}
As filed with the Securities and Exchange Commission on December 19, 2001

                                                     Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

================================================================================

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

                           LILLIAN VERNON CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         DELAWARE                                             13-2529859
-------------------------------                        -------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                    One Theall Road, Rye, New York 10580-1450
                    -----------------------------------------
                     (Address of Principal Executive Office)

                    1997 Performance Unit, Restricted Stock,
              Non-Qualified Option and Incentive Stock Option Plan
              ----------------------------------------------------
                              (Full Title of Plan)

                                 Lillian Vernon
                      Chairman and Chief Executive Officer

                           Lillian Vernon Corporation
                                 One Theall Road
                            Rye, New York 10580-1450

                                 (914) 925-1200
             -------------------------------------------------------
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)

             A copy of all communications, including communications
                sent to the agent for service should be sent to:

                              Alan M. Rashes, Esq.
                      Salon, Marrow, Dyckman & Newman, LLP
                                685 Third Avenue
                            New York, New York 10017
                                 (212) 661-7100
CALCULATION OF REGISTRATION FEE
Title of Each Class of                                                                Proposed Maximum
Securities to be            Amount to be            Proposed Maximum              Aggregate Offering               Amount of
Registered                   Registered         Offering Price Per Share                 Price                 Registration Fee
----------------------      ------------        ------------------------          ------------------           ----------------
Stock Options               1,000,000(1)                  --                               --                         -- (2)

Common Stock, Par Value     1,000,000(3)(4)           $7.08(5)                         $7,080,000                   $1,692.12
Per Share $.01
----------

(1) Represents options to be granted pursuant to the 1997 Performance Unit,
    Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan (the
    "Incentive Compensation Plan") of the Registrant. Options to purchase
    750,000 shares of Common Stock to be granted pursuant to the Incentive
    Compensation Plan were previously registered pursuant to the Registrants'
    Registration Statement on Form S-8 (File No. 333-91299) filed with the
    Commission on November 19, 1999. Options to purchase 525,000 shares of
    Common Stock to be granted pursuant to the Incentive Compensation Plan were
    previously registered pursuant to the Registrant's Registration Statement on
    Form S-8 (File No. 333-36467) filed with the Commission on September 26,
    1997.

(2) No registration fee is required pursuant to Rule 457(h)(2).

(3) Shares issuable upon exercise of stock options or otherwise issued pursuant
    to the Incentive Compensation Plan.

(4) Includes an indeterminable number of shares of common stock which may become
    issuable pursuant to the anti-dilution provisions of the Incentive
    Compensation Plan.

(5) Calculated solely for the purpose of determining the registration fee
    pursuant to Rule 457(c) based upon the average of the high and low prices
    of the Common Stock as reported by the American Stock Exchange (the "AMEX")
    on December 13, 2001.

                                       1
Introduction

     On July 18, 2001, the stockholders of Lillian Vernon Corporation (the
"Registrant" or the "Company") approved a 1,000,000 share increase in the number
of shares of Common Stock reserved under the Company's 1997 Performance Unit,
Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan (the
"Incentive Compensation Plan"). This Registration Statement registers the
additional 1,000,000 shares of Common Stock which are reserved for issuance
pursuant to the Incentive Compensation Plan.

Incorporation by Reference

     On September 26, 1997, a Form S-8 Registration Statement (File No.
333-36467) registering, in part, 525,000 shares of Common Stock, reserved for
issuance upon payment of performance units, if awarded, the exercise of
non-qualified and incentive stock options and the issuance of restricted stock
granted under the Incentive Compensation Plan, was filed with the Securities and
Exchange Commission (the "Commission") and became effective. On November 19,
1999, a Form S-8 Registration Statement (File No. 333-91299) registering 750,000
shares of Common Stock, reserved for issuance pursuant to the Incentive
Compensation Plan was filed with the Commission and became effective. The
contents of the Registration Statement No. 333-36467 and 333-91299 are hereby
incorporated by reference herein.

Amendments to the Incentive Compensation Plan

     On July 18, 2001, in addition to increasing, by 1,000,000 shares of Common
Stock reserved for issuance pursuant to the Incentive Compensation Plan, the
stockholders also approved an amendment to the Incentive Compensation Plan
dealing with stockholder approval for adoption and amendment of the Incentive
Compensation Plan. The amendment provides that once a quorum is present, the
Incentive Compensation Plan and any amendments thereto, may be approved by the
affirmative vote of the holders of a majority of the shares present or
represented by proxy at the Annual Meeting of Stockholders. Additionally, the
Incentive Compensation Plan was amended to provide that a director who is not
eligible to receive options under any other Company option plan would be
eligible to receive options under the Incentive Compensation Plan.

                                       2
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Commission by the Registrant are
incorporated as to their respective dates in this Registration Statement by
reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     February 24, 2001;

          (b) The Company's Quarterly Reports on Form 10-Q for the quarters
     ended May 26, and August 25, 2001 respectively;

          (c) All other reports filed by the Company pursuant to Section 13(a)
     and 15(d) of the Securities Exchange Act of 1934 since the end of the
     Company's fiscal year ended February 24, 2001; and

          (d) The description of the Company's Common Stock contained in the the
     Company's Registration Statement on Form S-1, Registration No. 33-15430
     declared effective on August 13, 1987 and contained in Form 8-K, filed with
     the Commission on April 23, 1999.

     All documents filed by the Company with the Commission, pursuant to Section
13, 14 or 15(d) of the Securities Exchange Act of 1934 hereto, but prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from their respective dates of
filing. Any statement contained herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
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.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     The legality of the shares offered hereby has been passed upon for the
Company by Salon, Marrow, Dyckman & Newman, LLP ("SMD&N"), 685 Third Avenue, New
York, New York 10017. Joel Salon, a partner of SMD&N, and a director of the
Registrant, owns 1,000 shares of Common Stock (750 of which is owned by his
spouse, to which he has disclaimed beneficial ownership). He has the right to
acquire 16,000 shares of Common Stock pursuant to the Company's 1997 Performance
Unit, Restricted Stock, Non-Qualified Option and Incentive Stock Option Plan.
Leo Salon, a partner of SMD&N and a former director of the Registrant, owns
2,250 shares of Common Stock. He has the right to acquire (i) 4,500 shares of
Common Stock pursuant to the Company's 1987 Performance Unit, Restricted Stock,
Non-Qualified Option and Incentive Stock Option Plan, (ii) 12,500 shares of
Common Stock pursuant to the Company's 1993 Stock Option Plan for Non-Employee
Directors and (iii) 15,000 shares of Common Stock pursuant to the Company's 1997
Performance Unit, Restricted Stock, Non-Qualified Option and Incentive Stock
Option Plan.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a Company to the
Company or to any of its stockholders for monetary damages for a breach of his
fiduciary duty as a director, except in the case where the director breaches his
duty of loyalty, fails to act in good faith, engages in intentional misconduct
or knowingly violates a law, authorizes the payment of a dividend or approves a
stock repurchase in violation of the DGCL or obtains an improper personal
benefit. The Company's Certificate of Incorporation, a copy of which is
incorporated by reference, contains a provision which eliminates directors'
personal liability as set forth above.

     Section 145 of the DGCL permits a corporation to indemnify its directors
and officers.

     Article IV of the Company's By-Laws provides for indemnification of
corporate agents as follows:

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

     "Section 2. Derivative Actions. The Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or contemplated action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer or employee of the Company, or is or was serving at the request of the
Company as a director, officer or employee of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in connection with the defense or
settlement of such action or suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of Chancery
of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication or liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper."

     "Section 3. Expenses. To the extent that a director, officer or employee of
the Company has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 and 2 of this Article IV, or
in defense of any claim, issue or matter therein, he shall be

                                      II-2
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith."

     "Section 4. Standard of Conduct. Any indemnification under Sections 1 and 2
of this Article IV (unless ordered by a court) shall be made by the Company only
as authorized in the specific case upon a determination that indemnification of
the director, officer or employee is proper in the circumstances because he has
met the applicable standard of conduct set forth in Sections 1 and 2. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by a majority vote of the stockholders."

     "Section 5. Undertakings. Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
Company in advance of the final disposition of such action, suit or proceeding
if authorized by the Board of Directors in the specific case and only upon
receipt of an undertaking by or on behalf of the director, officer or employee
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company as authorized in this Article IV."

     "Section 6. Non-Exclusivity. The indemnification provided by this Article
IV shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors, statute, court decision, insurance
policy or otherwise, now or hereafter in effect, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such a person."

     "Section 7. Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer or employee of the
Company, or is or was serving at the request of the Company as a director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under the
provisions of this Article IV or of the General Corporation Law of the State of
Delaware."

     "Section 8. Definitions. For the purpose of this Article IV, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer or employee of the Company which
imposes duties on, or involves services by, such director, officer or employee
with respect to any employee benefit plan, its participants or beneficiaries;
and a person who acting in good faith and in a manner he reasonably believes to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to in this Article IV".

     "Section 9. Indemnification Agreements. Without limiting the generality of
the foregoing, the Company shall have the express authority to enter into such
agreements as the Board of Directors deems appropriate for the indemnification
of present or future directors and officers of the Company in connection with
their service to or status with the Company or any other corporation, entity or
enterprise with whom such person is serving at the express written request of
the Company."

                                      II-3
The Company has entered into indemnification agreements with its officers
and directors providing for payment of (i) all expenses incurred by an officer
and director in connection with any potential liability, (ii) any awards or
judgments rendered against said officer and director and (iii) any amounts paid
in settlement, provided that the officer and director did not act in bad faith
and acted in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Company. The indemnification agreements provide for
advancement of expenses in certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

         3.0      Articles of Incorporation, as amended
                  and By Laws (1)

         4.1      Amended 1997 Performance Unit, Restricted Stock, Non Qualified
                  Option and Incentive Stock Option Plan (2)

         5.1      Opinion of Salon, Marrow, Dyckman & Newman, LLP

         23.1     Consent of Salon, Marrow, Dyckman & Newman, LLP to be named in
                  the Registration Statement. Reference is made to Exhibit 5.1
                  to this Registration Statement which includes such consent.

         23.2     Consent of PricewaterhouseCoopers LLP

         24.0     Power of Attorney (set forth in the signature page).

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 the Registration Statement:

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

--------

1  The amended By-Laws were filed with Form 10-Q for the quarter ended August
   26, 2000 and are hereby incorporated by reference.

   The Certificate of Incorporation was filed with the Registration Statement on
Form S-1 (File No. 33-15430) and with Form 10-Q for the quarter ended August 28,
1987, amendments to the Certificate of Incorporation were filed with Form 8-K
filed April 23, 1999; all of which are incorporated by reference.

2  Filed as Exhibit "A" to the Company's Proxy Statement for the Annual Meeting
   of Stockholders, filed on June 14, 2001 and is incorporated by reference
   herein.

                                      II-4
any material change of such information in the Registration Statement.

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

          (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the 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 Rye, New York on this 19th day of December, 2001.

                                       LILLIAN VERNON CORPORATION

Dated: December 19, 2001                By:  /s/ Lillian Vernon
                                           -------------------------------------
                                           Lillian Vernon, Chairman of the Board
                                           and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Lillian Vernon and Susan C. Handler and
each acting alone, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
and supplements to this Registration Statement and to file the same with all
exhibits thereto and other documents in connection with all exhibits thereto,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents full power and authority to do and perform each and every act and
thing necessary or appropriate to be done with respect to this Registration
Statement on Form S-8 or any amendments or supplements hereto and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
their respective capacities with Lillian Vernon Corporation and on the dates
indicated.
Signature                                      Title                                        Date
      ---------                                      -----                                        ----
/s/ Lillian Vernon                  Chairman of the Board of Directors and Chief             December 19, 2001
-----------------------------       Executive Officer (Principal Executive Officer)
Lillian Vernon

/s/ Wayne A. Palladino              Senior Vice President - Chief Financial Officer          December 19, 2001
-----------------------------       (Principal Financial and Accounting Officer)
Wayne A. Palladino

/s/ David C. Hochberg               Vice President-Public Affairs and Director               December 19, 2001
-----------------------------
David C. Hochberg

/s/ Richard A. Berman               Director                                                 December 19, 2001
------------------------------
Richard A. Berman

/s/ Elizabeth M. Eveillard          Director                                                 December 19, 2001
------------------------------
Elizabeth M. Eveillard

/s/ Jonah Gitlitz                   Director                                                 December 19, 2001
------------------------------
Jonah Gitlitz

/s/ Joel Salon                      Director                                                 December 19, 2001
------------------------------
Joel Salon

/s/ Bert W. Wasserman               Director                                                 December 19, 2001
------------------------------
Bert W. Wasserman
II-6
INDEX TO EXHIBITS
                                -----------------

5.1       Opinion of Salon, Marrow, Dyckman & Newman, LLP

23.1      Consent of Salon, Marrow, Dyckman & Newman, LLP (included in
          Exhibit 5.1)

23.2      Consent of PricewaterhouseCoopers LLP

                                      II-7