AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1997

                                                      REGISTRATION NO. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                             STEINER LEISURE LIMITED
               (Exact name of registrant as specified in charter)

  COMMONWEALTH OF THE BAHAMAS                                  98-0164731
(State or other jurisdiction of                             (I.R.S. employer
 incorporation or organization)                           identification number)

                                   SUITE 104A
                                 SAFFREY SQUARE
                               NASSAU, THE BAHAMAS
          (Address of principal executive offices, including zip code)

                               __________________

                      1996 SHARE OPTION AND INCENTIVE PLAN
                            (Full title of the Plan)

                               __________________

                               LEONARD I. FLUXMAN
               CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
                         C/O CT MARITIME SERVICES, L.C.
                        1007 NORTH AMERICA WAY, 4TH FLOOR
                              MIAMI, FLORIDA 33132
          (Name and address, including zip code, of Agent For Service)

                               __________________

                                    COPY TO:
                              ROBERT C. BOEHM, P.A.
                            KELLEY DRYE & WARREN LLP
                          201 SOUTH BISCAYNE BOULEVARD
                                   SUITE 2400
                              MIAMI, FLORIDA 33131
                            TELEPHONE: (305) 372-2434

                               __________________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                          <C>                 <C>                        <C>                      <C>        
                                                                  PROPOSED MAXIMUM          PROPOSED MAXIMUM
                                                 AMOUNT TO         OFFERING PRICE               AGGREGATE              AMOUNT OF
    TITLE OF SECURITIES TO BE REGISTERED     BE REGISTERED(1)       PER SHARE(2)            OFFERING PRICE(2)       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                            
Common Shares, par value (U.S.)              1,055,000 shares         $18.53                 $19,552,364                $5,925.00
$.01 per share
====================================================================================================================================
</TABLE>

 (1)     Such presently  undeterminable  number of additional  Common Shares are
         registered  hereunder  as may be issued in the event of a share  split,
         share dividend, recapitalization, merger, consolidation, combination or
         exchange of shares or other similar corporate change or in the event of
         any special distribution to the shareholders.

 (2)     Pursuant to Rules  457(c)  and  (h) of the  Securities Act of  1933, as
         amended, repesents the average of (i) the exercise price of outstanding
         options to  purchase  Common  Shares  and  (ii)  the  price  determined
         pursuant to Rule 457(c) estimated based on the  average of the high and
         low   trading   prices  for  the  Common  Shares on November 5, 1997 as
         reported on the  Nasdaq National Market on the date hereof.


                                      - 2 -
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The document(s)  containing the information specified by Part I of this
Form S-8 Registration  Statement (the "Registration  Statement") will be sent or
given to  participants  in the  Amended  and  Restated  1996  Share  Option  and
Incentive Plan (the "Plan") of Steiner Leisure Limited, a Bahamian international
business company (the "Company"),  as specified in Rule 428(b)(1) promulgated by
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933, as amended (the "Securities  Act").  Such document(s) are not being
filed with the Commission but constitute (along with the documents  incorporated
by  reference  into the  Registration  Statement  pursuant  to Item 3 of Part II
hereof),  a  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act.








                                      - 1 -


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by  the  Company  pursuant  to  the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  are hereby  incorporated
by reference in this Registration Statement:

     (a) the Company's  Annual  Report on Form 10-K for the year ended  December
31, 1996 (the "1996 10-K");

     (b) the  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March 31, 1997 and June 30, 1997;

     (c) the  portions  of the Proxy  Statement  for the  Company's  1997 Annual
Meeting,  held on June 6, 1997, that have been incorporated by reference in  the
1996 10-K; and

     (d) the description of the Company's  common shares,  (U.S.) $.01 par value
per share (the "Common Shares"), contained in the Registration Statement on Form
8-A (File No.  0-28972)  filed by the Company with the Commission on November 8,
1996 under  Section 12 of the Exchange  Act,  there being no amendment or report
filed for the purpose of updating such description.

         All documents and reports filed by the  Company  pursuant  to  Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective  amendment to the Registration Statement which
indicates  that  the  securities   offered  hereby  have  been  sold,  or  which
deregisters all such  securities  remaining  unsold,  shall also be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the respective  dates of filing of such documents  (such  documents,
and  the  documents   enumerated  above,   being  hereinafter   referred  to  as
"Incorporated Documents").

         Any statement contained in an Incorporated  Document shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated Document modifies or supersedes such statement. Any such statements
that are 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.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 56 of the  International  Business  Companies  Act, 1989 of the
Bahamas provides:

         (1)      Subject  to  subsection   (2)  and  any   limitations  in  its
                  Memorandum  or  Articles  or  in  any  unanimous   shareholder
                  agreement, a company incorporated under this Act may indemnify
                  against all expenses,  including  legal fees,  and against all
                  judgments,   fines  and   amounts  paid  in   settlement   and
                  reasonably  incurred in connection with legal,  administrative
                  or investigative proceedings any person who -


                                      - 2 -


<PAGE>



                  (a)      is or was a party or is threatened to be made a party
                           to any threatened,  pending or completed proceedings,
                           whether   civil,    criminal,    administrative    or
                           investigative,  by reason of the fact that the person
                           is or was a director,  an officer or a liquidator  of
                           the company; or

                  (b)      is or was, at the request of the company,  serving as
                           a director, officer or liquidator of, or in any other
                           capacity is or was acting for,  another  company or a
                           partnership,    joint   venture,   trust   or   other
                           enterprise.

         (2)      Subsection  (1) only  applies to a person  referred to in that
                  subsection if the person acted honestly and in good faith with
                  a view to the best  interests  of the company and, in the case
                  of criminal proceedings, the person had no reasonable cause to
                  believe that his conduct was unlawful.

         (3)      The  decision of the  directors as to whether the person acted
                  honestly  and in  good  faith  and  with a  view  to the  best
                  interests  of the  company and as to whether the person had no
                  reasonable  cause to believe that his conduct was unlawful is,
                  in the absence of fraud,  sufficient  for the purposes of this
                  section, unless a question of law is involved.

         (4)      The  termination of any  proceedings by  any judgment,  order,
                  settlement,  conviction  or the  entering of a nolle  prosequi
                  does not, by itself,  create a presumption that the person did
                  not act honestly and in good faith and with a view to the best
                  interests  of the  company or that the  person had  reasonable
                  cause to believe that his conduct was unlawful.

         (5)      If a person  referred to in subsection (1) has been successful
                  in defense of any  proceedings  referred to in subsection (1),
                  the person is entitled to be indemnified against all expenses,
                  including  legal fees, and against all  judgments,  fines  and
                  amounts  paid in  settlement  and  reasonably  incurred by the
                  person in connection with the proceedings.

         The Amended and Restated  Articles of  Association  of the Company (the
"Articles") provide, subject to certain limitations,  for indemnification to the
fullest  extent  permitted  under  Bahamian  law to  any  director,  officer  or
liquidator  of the Company and to any person  serving as a director,  officer or
liquidator of, or in any other capacity for another entity at the request of the
Company.  The Articles provide that expenses of an indemnified party incurred in
defending  civil or  criminal  proceedings  be paid by the Company in advance of
final  disposition of such proceeding  upon such party  undertaking to reimburse
any such expense which it is ultimately  determined he or she is not entitled to
be indemnified against by the Company.

         The Articles also provide that the rights to  indemnification  provided
thereunder  are not  exclusive of any other such right to which such persons may
be entitled  under any law,  agreement,  vote of  shareholders  or  directors or
otherwise.  In addition, the Company has agreed to indemnify Leonard I. Fluxman,
the Chief  Operating  Officer  and  Chief Financial  Officer of the Company, and
another  officer  of  the  Company,  as  well as a consultant to the Company, in
connection with transactions relating to the organization of the Company.

         The  Articles  contain a provision  that  eliminates  the  liability of
directors  for breach of their duty as  directors,  provided that a director has
acted  honestly  and in good  faith  with a view to the  best  interests  of the
Company  and has  exercised  the care,  diligence  and skill  that a  reasonably
prudent person would exercise in comparable circumstances. The Company maintains
directors'  and  officers'  liability  insurance  which covers the Company,  its
subsidiaries  and the officers and directors of the Company and its subsidiaries
against damages, judgments,  settlements and costs incurred by reason of certain
acts committed by such persons in their capacity as officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


                                      - 3 -


<PAGE>



ITEM 8.  EXHIBITS.

         The following are filed as exhibits to this Registration Statement.

           4.1      Amended  and  Restated  Memorandum  of  Association  of  the
                    Company (incorporated  by  reference to Exhibit 3.1  to  the
                    Company's Registration  Statement on Form  F-1, Registration
                    No. 333-5622)

           4.2      Amended  and  Restated   Articles  of   Association  of  the
                    Registrant  (incorporated by reference to Exhibit 3.2 to the
                    Company's  Quarterly  Report  on Form 10- Q for the  quarter
                    ended June 30, 1997)

           *4.3     Amended and Restated  1996  Share Option  and Incentive Plan
                   
           *5       Opinion  of  Harry  B. Sands & Company regarding legality of
                    the Common Shares being registered

         *23.1      Consent of  Harry  B. Sands & Company (included  in  opinion
                    filed as Exhibit 5)

         *23.2      Consent of Arthur Andersen LLP

          *24       Power of Attorney (included on signature page)


__________________________

         *        Filed herewith

                                      - 4 -


<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 this Registration Statement:

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

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  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 this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  (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) 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; and

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

      PROVIDED,  HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not  apply
if the information required to  be  included  in  a  post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange  Commission by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

            (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 15(d) of the Exchange
Act that is  incorporated by reference in this  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  provisions  described in Item 6, above,  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.

                                      - 5 -


<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  in its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Nassau, Commonwealth of The Bahamas on the 3rd day of
November, 1997.

                                          STEINER LEISURE LIMITED


                                          By:/s/ Clive E. Warshaw
                                             ________________________________
                                              Clive E. Warshaw
                                              Chairman of the Board and
                                              Chief Executive Officer

                                POWER OF ATTORNEY

           KNOWN ALL MEN BY THESE  PRESENTS,  that each person  whose  signature
appears below hereby  constitutes  and appoints  Clive E. Warshaw and Leonard I.
Fluxman,   and  each  of  them   individually,   his  or  her  true  and  lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and in behalf of the undersigned as such person,  any and all amendments to this
Registration  Statement,  whether  filed  prior or  subsequent  to the time such
Registration  Statement  becomes  effective,  and to file  the  same,  with  all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and  Exchange  Commission  and take any and all actions  that may be
necessary or appropriate in connection therewith.  The undersigned hereby grants
unto such  attorney-in-fact and agent, full power of substitution and revocation
in the premises and hereby ratifies and confirms all that such  attorney-in-fact
and agent, or his substitute or substitutes may do or cause to be done by virtue
of these presents.

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

<TABLE>
<CAPTION>
                SIGNATURE                                       TITLE(S)                                 DATE
                ---------                                       --------                                 ----

<S>                                         <C>                                                  <C>               

 /s/ Clive E. Warshaw                       Chairman of the Board and Chief Executive            November 3, 1997
--------------------------------------        Officer (Principal Executive Officer)
Clive E. Warshaw                               

/s/ Leonard I. Fluxman                      Director, Chief Operating Officer and                November 5, 1997
--------------------------------------        Chief Financial Officer and Authorized
Leonard I. Fluxman                             Representative in the United States
                                               (Principal Financial and Accounting
                                               Officer)
                                               

/s/ Michele Steiner Warshaw                 Director                                             November 3, 1997
--------------------------------------
Michele Steiner Warshaw

/s/ Charles D. Finkelstein                  Director                                             November 4, 1997
--------------------------------------
Charles D. Finkelstein

/s/ Jonathan D. Mariner                     Director                                             November 4, 1997
--------------------------------------
Jonathan D. Mariner

/s/ Steven J. Preston                       Director                                             November 3, 1997
--------------------------------------
Steven J. Preston

</TABLE>

                                      - 6 -


<PAGE>



                                                  EXHIBIT INDEX


           4.1    Amended and Restated Memorandum of Association  of the Company
                  (incorporated  by  reference to  Exhibit 3.1  to the Company's
                  Registration Statement on Form F-1, Registration No. 333-5622)

           4.2    Amended   and  Restated   Articles   of   Association  of  the
                  Registrant  (incorporated  by  reference to Exhibit 3.2 to the
                  Company's  Quarterly  Report  on Form  10-Q  for  the  quarter
                  ended June 30, 1997

           *4.3   Amended  and  Restated  1996 Share Option and  Incentive  Plan
                  
           *5     Opinion  of Harry B. Sands & Company regarding legality of the
                  Common Shares being registered

         *23.1    Consent of Harry B. Sands & Company (included in opinion filed
                  as Exhibit 5)

         *23.2    Consent of Arthur Andersen LLP

          *24     Power of Attorney (included on signature page)


     ___________________________________

                *      Filed herewith


                                      - 7 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24084}]
{"company-data": {"conformed-name": "STEINER LEISURE LTD", "cik": "0001018946", "assigned-sic": "7200", "irs-number": "980164731", "state-of-incorporation": "C5", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39927", "film-number": "97712350"}, "business-address": {"street1": "STE 104 A SAFFREY SQUARE", "city": "NASSAU", "state": "C5", "zip": "00000", "phone": "8093560006"}, "mail-address": {"street1": "STE 104A", "street2": "SAFFREY SQ", "city": "NASSAU", "state": "C5", "zip": "00000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1997

                                                      REGISTRATION NO. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             STEINER LEISURE LIMITED
               (Exact name of registrant as specified in charter)

  COMMONWEALTH OF THE BAHAMAS                                  98-0164731
(State or other jurisdiction of                             (I.R.S. employer
 incorporation or organization)                           identification number)

                                   SUITE 104A
                                 SAFFREY SQUARE
                               NASSAU, THE BAHAMAS
          (Address of principal executive offices, including zip code)

                               __________________

                      1996 SHARE OPTION AND INCENTIVE PLAN
                            (Full title of the Plan)

                               __________________

                               LEONARD I. FLUXMAN
               CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
                         C/O CT MARITIME SERVICES, L.C.
                        1007 NORTH AMERICA WAY, 4TH FLOOR
                              MIAMI, FLORIDA 33132
          (Name and address, including zip code, of Agent For Service)

                               __________________

                                    COPY TO:
                              ROBERT C. BOEHM, P.A.
                            KELLEY DRYE & WARREN LLP
                          201 SOUTH BISCAYNE BOULEVARD
                                   SUITE 2400
                              MIAMI, FLORIDA 33131
                            TELEPHONE: (305) 372-2434

                               __________________

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM          PROPOSED MAXIMUM
                                                 AMOUNT TO         OFFERING PRICE               AGGREGATE              AMOUNT OF
    TITLE OF SECURITIES TO BE REGISTERED     BE REGISTERED(1)       PER SHARE(2)            OFFERING PRICE(2)       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                            
Common Shares, par value (U.S.)              1,055,000 shares         $18.53                 $19,552,364                $5,925.00
$.01 per share
====================================================================================================================================
(1)     Such presently  undeterminable  number of additional  Common Shares are
         registered  hereunder  as may be issued in the event of a share  split,
         share dividend, recapitalization, merger, consolidation, combination or
         exchange of shares or other similar corporate change or in the event of
         any special distribution to the shareholders.

 (2)     Pursuant to Rules  457(c)  and  (h) of the  Securities Act of  1933, as
         amended, repesents the average of (i) the exercise price of outstanding
         options to  purchase  Common  Shares  and  (ii)  the  price  determined
         pursuant to Rule 457(c) estimated based on the  average of the high and
         low   trading   prices  for  the  Common  Shares on November 5, 1997 as
         reported on the  Nasdaq National Market on the date hereof.

                                      - 2 -
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified by Part I of this
Form S-8 Registration  Statement (the "Registration  Statement") will be sent or
given to  participants  in the  Amended  and  Restated  1996  Share  Option  and
Incentive Plan (the "Plan") of Steiner Leisure Limited, a Bahamian international
business company (the "Company"),  as specified in Rule 428(b)(1) promulgated by
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933, as amended (the "Securities  Act").  Such document(s) are not being
filed with the Commission but constitute (along with the documents  incorporated
by  reference  into the  Registration  Statement  pursuant  to Item 3 of Part II
hereof),  a  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act.

                                      - 1 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by  the  Company  pursuant  to  the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  are hereby  incorporated
by reference in this Registration Statement:

     (a) the Company's  Annual  Report on Form 10-K for the year ended  December
31, 1996 (the "1996 10-K");

     (b) the  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March 31, 1997 and June 30, 1997;

     (c) the  portions  of the Proxy  Statement  for the  Company's  1997 Annual
Meeting,  held on June 6, 1997, that have been incorporated by reference in  the
1996 10-K; and

     (d) the description of the Company's  common shares,  (U.S.) $.01 par value
per share (the "Common Shares"), contained in the Registration Statement on Form
8-A (File No.  0-28972)  filed by the Company with the Commission on November 8,
1996 under  Section 12 of the Exchange  Act,  there being no amendment or report
filed for the purpose of updating such description.

         All documents and reports filed by the  Company  pursuant  to  Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective  amendment to the Registration Statement which
indicates  that  the  securities   offered  hereby  have  been  sold,  or  which
deregisters all such  securities  remaining  unsold,  shall also be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the respective  dates of filing of such documents  (such  documents,
and  the  documents   enumerated  above,   being  hereinafter   referred  to  as
"Incorporated Documents").

         Any statement contained in an Incorporated  Document shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated Document modifies or supersedes such statement. Any such statements
that are 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.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 56 of the  International  Business  Companies  Act, 1989 of the
Bahamas provides:

         (1)      Subject  to  subsection   (2)  and  any   limitations  in  its
                  Memorandum  or  Articles  or  in  any  unanimous   shareholder
                  agreement, a company incorporated under this Act may indemnify
                  against all expenses,  including  legal fees,  and against all
                  judgments,   fines  and   amounts  paid  in   settlement   and
                  reasonably  incurred in connection with legal,  administrative
                  or investigative proceedings any person who -

                                      - 2 -
(a)      is or was a party or is threatened to be made a party
                           to any threatened,  pending or completed proceedings,
                           whether   civil,    criminal,    administrative    or
                           investigative,  by reason of the fact that the person
                           is or was a director,  an officer or a liquidator  of
                           the company; or

                  (b)      is or was, at the request of the company,  serving as
                           a director, officer or liquidator of, or in any other
                           capacity is or was acting for,  another  company or a
                           partnership,    joint   venture,   trust   or   other
                           enterprise.

         (2)      Subsection  (1) only  applies to a person  referred to in that
                  subsection if the person acted honestly and in good faith with
                  a view to the best  interests  of the company and, in the case
                  of criminal proceedings, the person had no reasonable cause to
                  believe that his conduct was unlawful.

         (3)      The  decision of the  directors as to whether the person acted
                  honestly  and in  good  faith  and  with a  view  to the  best
                  interests  of the  company and as to whether the person had no
                  reasonable  cause to believe that his conduct was unlawful is,
                  in the absence of fraud,  sufficient  for the purposes of this
                  section, unless a question of law is involved.

         (4)      The  termination of any  proceedings by  any judgment,  order,
                  settlement,  conviction  or the  entering of a nolle  prosequi
                  does not, by itself,  create a presumption that the person did
                  not act honestly and in good faith and with a view to the best
                  interests  of the  company or that the  person had  reasonable
                  cause to believe that his conduct was unlawful.

         (5)      If a person  referred to in subsection (1) has been successful
                  in defense of any  proceedings  referred to in subsection (1),
                  the person is entitled to be indemnified against all expenses,
                  including  legal fees, and against all  judgments,  fines  and
                  amounts  paid in  settlement  and  reasonably  incurred by the
                  person in connection with the proceedings.

         The Amended and Restated  Articles of  Association  of the Company (the
"Articles") provide, subject to certain limitations,  for indemnification to the
fullest  extent  permitted  under  Bahamian  law to  any  director,  officer  or
liquidator  of the Company and to any person  serving as a director,  officer or
liquidator of, or in any other capacity for another entity at the request of the
Company.  The Articles provide that expenses of an indemnified party incurred in
defending  civil or  criminal  proceedings  be paid by the Company in advance of
final  disposition of such proceeding  upon such party  undertaking to reimburse
any such expense which it is ultimately  determined he or she is not entitled to
be indemnified against by the Company.

         The Articles also provide that the rights to  indemnification  provided
thereunder  are not  exclusive of any other such right to which such persons may
be entitled  under any law,  agreement,  vote of  shareholders  or  directors or
otherwise.  In addition, the Company has agreed to indemnify Leonard I. Fluxman,
the Chief  Operating  Officer  and  Chief Financial  Officer of the Company, and
another  officer  of  the  Company,  as  well as a consultant to the Company, in
connection with transactions relating to the organization of the Company.

         The  Articles  contain a provision  that  eliminates  the  liability of
directors  for breach of their duty as  directors,  provided that a director has
acted  honestly  and in good  faith  with a view to the  best  interests  of the
Company  and has  exercised  the care,  diligence  and skill  that a  reasonably
prudent person would exercise in comparable circumstances. The Company maintains
directors'  and  officers'  liability  insurance  which covers the Company,  its
subsidiaries  and the officers and directors of the Company and its subsidiaries
against damages, judgments,  settlements and costs incurred by reason of certain
acts committed by such persons in their capacity as officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                      - 3 -
ITEM 8.  EXHIBITS.

         The following are filed as exhibits to this Registration Statement.

           4.1      Amended  and  Restated  Memorandum  of  Association  of  the
                    Company (incorporated  by  reference to Exhibit 3.1  to  the
                    Company's Registration  Statement on Form  F-1, Registration
                    No. 333-5622)

           4.2      Amended  and  Restated   Articles  of   Association  of  the
                    Registrant  (incorporated by reference to Exhibit 3.2 to the
                    Company's  Quarterly  Report  on Form 10- Q for the  quarter
                    ended June 30, 1997)

           *4.3     Amended and Restated  1996  Share Option  and Incentive Plan
                   
           *5       Opinion  of  Harry  B. Sands & Company regarding legality of
                    the Common Shares being registered

         *23.1      Consent of  Harry  B. Sands & Company (included  in  opinion
                    filed as Exhibit 5)

         *23.2      Consent of Arthur Andersen LLP

          *24       Power of Attorney (included on signature page)

__________________________

         *        Filed herewith

                                      - 4 -
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 of 1933 (the "Securities Act");

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  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 this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  (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) 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; and

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

      PROVIDED,  HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not  apply
if the information required to  be  included  in  a  post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange  Commission by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

            (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 15(d) of the Exchange
Act that is  incorporated by reference in this  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  provisions  described in Item 6, above,  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.

                                      - 5 -
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  in its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Nassau, Commonwealth of The Bahamas on the 3rd day of
November, 1997.

                                          STEINER LEISURE LIMITED

                                          By:/s/ Clive E. Warshaw
                                             ________________________________
                                              Clive E. Warshaw
                                              Chairman of the Board and
                                              Chief Executive Officer

                                POWER OF ATTORNEY

           KNOWN ALL MEN BY THESE  PRESENTS,  that each person  whose  signature
appears below hereby  constitutes  and appoints  Clive E. Warshaw and Leonard I.
Fluxman,   and  each  of  them   individually,   his  or  her  true  and  lawful
attorney-in-fact and agent, with full power and authority to execute in the name
and in behalf of the undersigned as such person,  any and all amendments to this
Registration  Statement,  whether  filed  prior or  subsequent  to the time such
Registration  Statement  becomes  effective,  and to file  the  same,  with  all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and  Exchange  Commission  and take any and all actions  that may be
necessary or appropriate in connection therewith.  The undersigned hereby grants
unto such  attorney-in-fact and agent, full power of substitution and revocation
in the premises and hereby ratifies and confirms all that such  attorney-in-fact
and agent, or his substitute or substitutes may do or cause to be done by virtue
of these presents.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                       TITLE(S)                                 DATE
                ---------                                       --------                                 ----
/s/ Clive E. Warshaw                       Chairman of the Board and Chief Executive            November 3, 1997
--------------------------------------        Officer (Principal Executive Officer)
Clive E. Warshaw                               

/s/ Leonard I. Fluxman                      Director, Chief Operating Officer and                November 5, 1997
--------------------------------------        Chief Financial Officer and Authorized
Leonard I. Fluxman                             Representative in the United States
                                               (Principal Financial and Accounting
                                               Officer)
                                               

/s/ Michele Steiner Warshaw                 Director                                             November 3, 1997
--------------------------------------
Michele Steiner Warshaw

/s/ Charles D. Finkelstein                  Director                                             November 4, 1997
--------------------------------------
Charles D. Finkelstein

/s/ Jonathan D. Mariner                     Director                                             November 4, 1997
--------------------------------------
Jonathan D. Mariner

/s/ Steven J. Preston                       Director                                             November 3, 1997
--------------------------------------
Steven J. Preston
- 6 -
EXHIBIT INDEX

           4.1    Amended and Restated Memorandum of Association  of the Company
                  (incorporated  by  reference to  Exhibit 3.1  to the Company's
                  Registration Statement on Form F-1, Registration No. 333-5622)

           4.2    Amended   and  Restated   Articles   of   Association  of  the
                  Registrant  (incorporated  by  reference to Exhibit 3.2 to the
                  Company's  Quarterly  Report  on Form  10-Q  for  the  quarter
                  ended June 30, 1997

           *4.3   Amended  and  Restated  1996 Share Option and  Incentive  Plan
                  
           *5     Opinion  of Harry B. Sands & Company regarding legality of the
                  Common Shares being registered

         *23.1    Consent of Harry B. Sands & Company (included in opinion filed
                  as Exhibit 5)

         *23.2    Consent of Arthur Andersen LLP

          *24     Power of Attorney (included on signature page)

     ___________________________________

                *      Filed herewith

                                      - 7 -