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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------
                                MOVIE STAR, INC.
             (Exact name of registrant as specified in its charter)


             New York                                       13-5651322
      State or Jurisdiction of                           (I.R.S. Employer
    Incorporation or Organization                      Identification Number)

                               136 MADISON AVENUE
                            NEW YORK, NEW YORK 10016
                    (Address of principal executive offices)

                        1994 INCENTIVE STOCK OPTION PLAN,
                        1988 MANAGEMENT STOCK OPTION PLAN
                            (Full title of the Plans)

                             MARK M. DAVID, Chairman
                                Movie Star, Inc.
                               136 Madison Avenue
                            New York, New York 10016
                                 (212) 684-3400
 (Name, address and telephone number, including area code, of agent for service)

                                  with a copy

                                       to:
                            MICHAEL A. SALBERG, ESQ.
                            Graubard Mollen & Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                            Telephone: (212) 818-8800

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                               Proposed maximum      Proposed maximum
Title of Securities                         Amount to be         offering price          aggregate               Amount of
to be registered                            registered(1)           per share           offering price         registration fee
=======================================  ==================== ===================== ========================  =====================
<S>                                              <C>                   <C>                    <C>                    <C>  
Common Stock issuable upon exercise of                                                                                              
options which may be granted under the
1994 Incentive Stock Option Plan ("the
"1994 ISOP")...........................     335,000 Shares           $0.625(2)              $209,375.00               $  61.76
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of    1,595,000 Shares          $0.6250(3)              $996,875.00               $ 294.08
options granted and outstanding under
the 1994 ISOP .........................      70,000 Shares          $1.1250(4)              $ 78,750.00               $  23.23
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of
options which may be granted under the
1988 Management Stock Option Plan
("1988 Management Plan")...............     400,000 Shares           $0.625(2)              $250,000.00               $  73.75
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of                                                                                              
options granted and outstanding under
the 1988 Management Plan...............     350,000 Shares          $0.6250(5)              $218,750.00               $  64.53
-----------------------------------------------------------------------------------------------------------------------------------
         TOTAL......................................................................................................  $ 517.35
===================================================================================================================================
                                                                                                            (footnotes on next page)


<PAGE>
<FN>



(1)      The amount being registered  represents the maximum aggregate number of
         shares of Common Stock that may be issued by the Company upon  exercise
         of options granted or which may be granted under the 1994 ISOP and 1988
         Management Plan.  Pursuant to Rule 416, there are also being registered
         such additional  shares of Common Stock as may become issuable pursuant
         to the anti-dilution provisions of each plan.

(2)       Based on the last sale price of the Common Stock ($0.625 ) as reported
          by American  Stock  Exchange on January 22, 1998, in  accordance  with
          Rules 457(c) and 457(h)  promulgated under the Securities Act of 1933,
          as amended
         ("Securities Act").

(3)      Represents  the $0.6250 per share  exercise price payable for 1,595,000
         shares that may be acquired under outstanding  options granted pursuant
         to the 1994 ISOP in accordance with Rule 457(h)  promulgated  under the
         Securities Act.

(4)      Represents  the $1.1250  per share  exercise  price  payable for 70,000
         shares that may be acquired under outstanding  options granted pursuant
         to the 1994 ISOP in accordance with Rule 457(h)  promulgated  under the
         Securities Act.

(5)      Represents  the $0.6250 per share  exercise  price  payable for 350,000
         shares that may be acquired under outstanding  options granted pursuant
         to the 1988 Management Plan in accordance with Rule 457(h)  promulgated
         under the Securities Act.
</FN>
</TABLE>

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

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act of 1933,  as amended,  the  Registration  Statement  will become
effective upon filing with the Securities and Exchange Commission.

         The  Registration  Statement,  including all exhibits and  attachments,
contains 44  pages.  The  exhibit  index  may  be  found  on  page II-5 of the
consecutively numbered pages of the Registration Statement.

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



<PAGE>



 THIS DOCUMENT CONSTITUTES A PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
               BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

PROSPECTUS

                                MOVIE STAR, INC.

                        1994 INCENTIVE STOCK OPTION PLAN
                        2,000,000 Shares of Common Stock

                        1988 MANAGEMENT STOCK OPTION PLAN
                         750,000 Shares of Common Stock



         This Prospectus  relates to (i) 2,000,000  shares of Common Stock,  par
value $.01 per share ("Common Stock"), of Movie Star, Inc.  ("Company") issuable
upon the exercise of stock options  ("Options")  which have been or which may be
granted under the Company's 1994 Incentive Stock Option Plan ("1994 Plan"),  and
(ii) 750,000  shares of Common Stock issuable upon exercise of Options which may
be granted under the Company's 1988  Management  Stock Option Plan  ("Management
Plan") (the 1994 Plan and Management Plan are collectively referred to herein as
the "Plans").  The shares of Common Stock to which this  Prospectus  relates are
being  offered  to  certain  officers  and  employees  of the  Company  and  its
subsidiaries.

         Persons  who  acquire  shares  of Common  Stock  under the Plans by the
exercise of the options  granted  thereunder  will be free to resell such shares
without  restriction unless they are "affiliates" of the Company,  as defined in
Rule 405 promulgated  under the Securities Act of 1933, as amended  ("Securities
Act"). Affiliates may resell such shares only under an appropriate  registration
statement with an  appropriate  prospectus,  an  appropriate  exemption from the
registration  requirements  of the  Securities  Act,  or  pursuant  to Rule  144
promulgated under the Securities Act.

         The Common Stock is traded on the  American  Stock  Exchange  under the
symbol  "MSI." The last sale price of a share of Common Stock as reported by the
American Stock Exchange on January 22, 1998 was $0.625 .

          THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
                   SEE "INVESTMENT CONSIDERATIONS" ON PAGE 4.


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


                 The date of this Prospectus is January 23, 1998



                                        1


<PAGE>



                              AVAILABLE INFORMATION


         The  Company  has filed with the  Securities  and  Exchange  Commission
("Commission"),   Washington,   D.C.,  a  Registration  Statement  on  Form  S-8
("Registration  Statement")  under  the  Securities  Act  with  respect  to  the
securities  offered  hereby.  This  Prospectus  does  not  contain  all  of  the
information set forth in the Registration  Statement and exhibits  thereto.  For
further  information with respect to the Company and such securities,  reference
is hereby  made to the  Registration  Statement  and  exhibits.  The  statements
contained  in this  Prospectus  as to the  contents  of any  contract  or  other
document  filed as an  exhibit  are not  complete  and the  description  of such
contract or document is qualified in its entirety by reference to such  contract
or document.  The  Registration  Statement,  together with the exhibits,  may be
inspected at the Commission's  principal  office in Washington,  D.C. and copies
may be obtained upon payment of the fees prescribed by the Commission.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended ("Exchange Act"), and in accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Commission.  Copies of such  information,  reports,  proxy  statements and other
information  filed by the Company under the Exchange Act may be examined without
charge at the public  reference  facilities of the Commission,  Judiciary Plaza,
450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  as well as at the following
Regional  Offices:  7 World Trade Center,  Suite 1300, New York, New York 10048;
and 500 West Madison Street, Suite 1400, Chicago,  Illinois  60661-2511.  Copies
can also be obtained at prescribed rates from the Commission's  Public Reference
Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.


                       DOCUMENTS INCORPORATED BY REFERENCE

         The following  documents  filed by the Company with the  Commission are
incorporated by reference into this Prospectus:

(a)  Annual Report on Form 10-K for the fiscal year ended June 30, 1997;

(b)  Quarterly  Report on Form 10-Q for the  three-month  period ended September
     30, 1997;

(c)  Proxy Statement dated October 24, 1997; and

(d)  The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registration  Statement on Form S-14  (Registration No. 2-70365) filed with
     the Commission pursuant to Section 12(b) of the Exchange Act, including any
     subsequent  amendment(s)  or report(s)  filed for purpose of updating  such
     description; and

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof  from the  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.

         The Company will furnish without charge,  upon oral or written request,
to each person to whom this Prospectus is delivered, a copy of any or all of the
documents incorporated by reference herein other than exhibits to such documents
not specifically incorporated by reference thereto. In addition, participants in
the Plans may obtain  information about the plans or their  administration  from
the Company. Such



                                        2


<PAGE>



request should be directed to Movie Star,  Inc., 136 Madison  Avenue,  New York,
New York 10016, telephone number (212) 684-3400, Attention: Corporate Secretary.

         The  delivery  of  this  document  at any  time  does  not  imply  that
information  herein is correct  as of the time  subsequent  to the date  hereof.
Statements in this document as to the respective provisions of the Plans are not
necessarily  complete and in each instance reference is made to the copy of such
plan which appears as an exhibit to the Company's Registration Statement on Form
S-8 filed with the  Commission  on January 23, 1998 and each such  statement  in
this document is qualified in all respects by such reference.


                                   THE COMPANY

         The Company is principally engaged in the design,  manufacture,  import
and sale of ladies' sleepwear,  robes,  leisurewear,  loungewear and daywear and
also operates retail outlet stores under the name Movie Star Factory Stores. The
Company's  products  consist  of  ladies'  pajamas,   nightgowns,   baby  dolls,
nightshirts,  dusters,  shifts,  sundresses,  rompers,  short  sets,  beachwear,
peignoir  ensembles,  robes,  leisurewear,  panties,  and daywear  consisting of
bodysuits,  soft bras,  half-slips,  teddies and  camisoles.  These products are
manufactured  in  various  fabrics,  designs,  colors and  styles  depending  on
seasonal requirements, changes in fashion and customer demand.


                            INVESTMENT CONSIDERATIONS

         The Company's  business is subject to numerous risks  including,  among
others, risks related to (i) a prior history of losses, (ii) fluctuations in the
costs of raw materials and the  unavailability of reliable sources of supply for
the  Company's  products,  (iii) the  timing of orders  placed by the  Company's
customers,  (iv) foreign  government  regulation,  (v)  fluctuations  in foreign
currency exchange rates,  (vi) the addition or loss of significant  customers or
orders,  (vii) the ability of the Company to retain current  management,  (viii)
the ability of current management to direct the affairs of the Company, (ix) the
intensely  competitive  nature of the intimate  apparel  industry,  (x) business
conditions  and growth in the Company's  industry and the general retail climate
and (xi) the potential dilution of the Company's  securities  resulting from the
exercise of outstanding options.

         The Company was incorporated in New York in 1935, and has its executive
offices at 136 Madison Avenue, New York, New York 10016. The Company's telephone
number is (212) 684-3400.


                            THE PURPOSE OF THE PLANS

         The  purpose  of the Plans is to  enable  the  Company  to offer to its
employees an opportunity to acquire a proprietary  interest in the Company.  The
Plans are intended to provide an  additional  incentive to those  persons  whose
past,  present  and future  contributions  are  important  to the success of the
Company,  and to allow the Company to attract and retain in its employ qualified
persons for the successful conduct of its operations.


                            SUMMARY OF THE 1994 PLAN

         The 1994 Plan was adopted by the Board of  Directors  of the Company on
June 8, 1994 and by the  stockholders  of the  Company at the Annual  Meeting of
Stockholders on December 8, 1994 ("1994 Plan Effective Date").




                                        3


<PAGE>



Administration

         The 1994 Plan is  administered  by the  Compensation  Committee  of the
Board of Directors ("Committee").  The Committee has full authority,  subject to
the  provisions of the 1994 Plan,  to award  Options to the Company's  employees
(the  "Awards").  Subject  to the  provisions  of the 1994 Plan,  the  Committee
determines, among other things, the persons to whom from time to time Awards may
be granted ("Holders" or  "Participants"),  the number of shares subject to each
Award,  share prices,  any  restrictions or limitations on such Awards,  and any
vesting, exchange, deferral, surrender, cancellation, acceleration, termination,
exercise or forfeiture provisions related to such Awards. The interpretation and
construction by the Committee of any provisions of, and the determination by the
Committee  of any  questions  arising  under,  the  1994  Plan  or any  rule  or
regulation  established  by the  Committee  pursuant to the 1994 Plan,  shall be
final, conclusive and binding on all persons interested in the 1994 Plan. Awards
under the 1994 Plan are evidenced by agreements.

Shares Subject to the 1994 Plan

         The 1994 Plan  authorizes  the granting of Awards whose  exercise would
allow up to an aggregate  of 2,000,000  shares of Common Stock to be acquired by
the Holders of such Awards.  In order to prevent the dilution or  enlargement of
the rights of Holders under the 1994 Plan,  the number of shares of Common Stock
authorized  by the 1994 Plan is subject to  adjustment by the Board in the event
of any increase or decrease in the number of shares of outstanding  Common Stock
resulting from a merger or consolidation, stock dividend, stock split or reverse
stock split or change in the par value of the Common Stock. The shares of Common
Stock acquirable  pursuant to the Awards will be made available,  in whole or in
part,  from authorized and unissued shares of Common Stock. If any Award granted
under the 1994 Plan is forfeited or terminated,  the shares of Common Stock that
were available  pursuant to such Award shall again be available for distribution
in connection with Awards  subsequently  granted under the 1994 Plan.  There are
currently  outstanding  Awards which entitle the Holders to acquire an aggregate
of up to 70,000 shares of Common Stock at an exercise  price of $1.125 per share
and 1,595,000 shares at an exercise price of $0.625 per share.

Eligibility

         Subject to the  provisions  of the 1994 Plan,  Awards may be granted to
employees  who are deemed to have  rendered or to be able to render  significant
services  to the  Company  and are  deemed  to have  contributed  or to have the
potential to contribute to the success of the Company.

Types of Awards

         Options

         The 1994  Plan  provides  for  "Incentive"  stock  options  ("Incentive
Options")  as defined in Section 422 of the Internal  Revenue  Code of 1986,  as
amended  ("Code").  The  Committee  determines  the exercise  price per share of
Common Stock  purchasable  under an Incentive  Option . The exercise price of an
Incentive  Option may not be less than 100% of the fair market value on the last
trading  day before the date of grant (or,  in the case of an  Incentive  Option
granted to a person  possessing more than 10% of the total combined voting power
of all classes of stock of the  Company,  not less than 110% of such fair market
value). An Incentive Option may only be granted within a 10-year period from the
date the 1994 Plan was adopted and  approved  by the  directors  and may only be
exercised  within 10 years of the date of the  grant  (or  within 5 years in the
case of an Incentive  Option  granted to a person who, at the time of the grant,
owns stock  possessing  more than 10% of the total combined  voting power of all
classes of stock of the Company).  Subject to any  limitations or conditions the
Committee may impose, Options may be exercised, in whole or in part, at any time
during  the term of the  Option by giving  written  notice  of  exercise  to the
Company  specifying  the number of shares of Common Stock to be purchased.  Such
notice must be accompanied by payment in full of the purchase  price,  either in
cash or in securities of the Company, or in combination thereof.



                                        4


<PAGE>



         Incentive  Options granted under the 1994 Plan are exercisable  only by
the Holder during his or her lifetime.  The Options  granted under the 1994 Plan
may  not be  transferred  other  than by will  or by the  laws  of  descent  and
distribution.

         Generally,  the agreements  evidencing Awards provide that no Incentive
Option, or any portion thereof,  granted under the 1994 Plan may be exercised by
the  Holder  unless  he or she has held the  Award  for a period of at least six
months  following the date on which the Award was granted and is employed by the
Company or a  subsidiary  at the time of the  exercise  and has been so employed
continuously  from the time the  Incentive  Option was granted.  If the Holder's
employment is terminated for any reason, the portion of the Incentive Option not
yet  exercisable on the date of  termination  shall  immediately  expire and the
portion of the Incentive  Option which is exercisable on the date of termination
may be exercised by the Holder only during the ninety day period  following  the
date of  termination.  However,  in the event the Holder's  employment  with the
Company is  terminated  due to permanent  and total  disability,  the Holder may
still  exercise  his or her  Incentive  Option for a period of one year (or such
other lesser  period as the Committee may specify at the time of grant) from the
date of such  termination  or until the  expiration  of the  stated  term of the
Incentive Option,  whichever period is shorter. Should a Holder die while in the
employment of the Company or a subsidiary,  his or her legal  representative  or
legatee  under his or her will may  exercise  the  decedent  Holder's  Incentive
Option  for a period of one year from  death (or such  other  greater  or lesser
period as the Committee  specifies at the time of grant) or until the expiration
of the stated term of the Incentive Option, whichever period is shorter.

Required Six-Month Holding Period

         Each Incentive Option must be held for a period of six-months, measured
from the date of grant before it may be exercised by the Holder.

Withholding Taxes

         Upon the exercise of any Award granted under the 1994 Plan,  the Holder
may be  required  to remit to the  Company an amount  sufficient  to satisfy all
federal,  state and local withholding tax requirements  prior to delivery of any
certificate  or  certificates  for  shares of  Common  Stock.  If the  agreement
evidencing an Award so provides,  at the  discretion of the Company,  the Holder
may satisfy  these  requirements  by  electing  to have the  Company  withhold a
portion of the shares to be received  upon the  exercise  of the Award  having a
value equal to the amount of the withholding tax due under  applicable  federal,
state and local laws.

Agreements; Transferability

         Incentive  Options  granted  under  the  1994  Plan  are  evidenced  by
agreements  consistent  with the 1994  Plan in such  form  and  containing  such
additional  provisions not inconsistent  with the 1994 Plan as the Committee may
prescribe.  Neither the 1994 Plan nor agreements  thereunder confer any right to
continued  employment  upon any  Holder of an  Incentive  Option.  Further,  all
agreements will provide that the right to exercise  Incentive  Options cannot be
transferred except by will or the laws of descent and distribution.

Term and Amendments

         Unless  terminated by the Board, the 1994 Plan shall continue to remain
effective  until  such time as no further  Awards may be granted  and all Awards
granted under the 1996 Plan are no longer outstanding;  provided that no further
Awards  may be made  under  the 1994  Plan  after  the date  which is ten  years
following the Plan Effective Date.





                                        5


<PAGE>



                         SUMMARY OF THE MANAGEMENT PLAN

         The  Management  Plan was  adopted  by the  Board of  Directors  of the
Company  on October  17,  1988  ("Management  Plan  Effective  Date") and by the
stockholders  of the Company at the Annual Meeting of  Stockholders  on December
13, 1988.  Unless  terminated  by the Board,  the  Management  Plan shall remain
effective  until such time as no further  Awards (as  hereafter  defined) may be
granted  and  all  Awards  granted  under  the  Management  Plan  are no  longer
outstanding.

Administration

         The Management Plan is administered by the Committee. The Committee has
full  authority,  subject to the  provisions  of the  Management  Plan,  to make
Awards.  Subject  to  the  provisions  of the  Management  Plan,  the  Committee
determines,  among  other  things,  the  Participants  to whom from time to time
Awards may be granted, the number of shares subject to each Award, share prices,
any  restrictions  or  limitations  on such  Awards and any  vesting,  exchange,
surrender,  cancellation,  acceleration,  termination,  exercise  or  forfeiture
provisions  related to such Awards.  The  interpretation and construction by the
Committee of any  provisions of, and the  determination  by the Committee of any
questions  arising  under,  the  Management  Plan  or  any  rule  or  regulation
established  by the  Committee  pursuant  to the  Management  Plan,  are  final,
conclusive and binding on all persons interested in the Management Plan.
Awards under the Management Plan are evidenced by agreements.

Shares Subject to the Management Plan

         The  Management  Plan  authorizes the granting of Awards whose exercise
would allow up to an aggregate of 750,000  shares of Common Stock to be acquired
by the Holders of such Awards.  In order to prevent the dilution or  enlargement
of the  rights of Holders  under the  Management  Plan,  the number of shares of
Common Stock  authorized by the Management  Plan is subject to adjustment by the
Board in the  event of any  increase  or  decrease  in the  number  of shares of
outstanding  Common  Stock  resulting  from a  merger  or  consolidation,  stock
dividend,  stock split or reverse  stock split or change in the par value of the
Common Stock. The shares of Common Stock acquirable  pursuant to the Awards will
be made  available,  in whole or in part, from authorized and unissued shares of
Common Stock.  If any Award granted  under the  Management  Plan is forfeited or
terminated,  the shares of Common  Stock that were  available  pursuant  to such
Award  shall again be  available  for  distribution  in  connection  with Awards
subsequently granted under the Management Plan. There are currently  outstanding
Awards which entitle the Holders to acquire an aggregate of up to 350,000 shares
of Common Stock at an exercise price of $.0625 per share.

Eligibility

         Subject to the provisions of the Management Plan, Awards may be granted
to executive  officers of the Company or its subsidiaries who are deemed to have
rendered  or to be able to render  significant  services  to the Company and are
deemed to have contributed or to have the potential to contribute to the success
of the Company.  Incentive Options, as hereinafter  defined, may be awarded only
to  persons  who,  at the time of grant of such  awards,  are  employees  of the
Company or its subsidiaries.

Types of Awards

         Options

         The  Management  Plan provides for options not  qualifying as Incentive
Options  ("Nonqualified  Options").  The Committee determines the exercise price
per share of Common Stock purchasable under a Nonqualified  Option. The exercise
price of a  Nonqualified  Option  may not be less than  100% of the fair  market
value  on the  last  trading  day  before  the  date of  grant.  Subject  to any
limitations or conditions the Committee may impose,  Nonqualified Options may be
exercised,  in whole or in part, at any time during the term of the Nonqualified
Option by giving written notice of exercise to the Company specifying the



                                        6


<PAGE>



number  of  shares  of  Common  Stock  to be  purchased.  Such  notice  must  be
accompanied  by  payment  in full of the  purchase  price,  either in cash or in
securities of the Company, or in combination thereof.

         Nonqualified  Options granted under the Management Plan are exercisable
only by the Holder during his or her lifetime.  The Nonqualified Options granted
under the Management  Plan may not be  transferred  other than by will or by the
laws of descent  and  distribution,  except that the  Committee  may in its sole
discretion allow a Nonqualified Option to be transferable, subject to compliance
with applicable securities laws.

         Generally,  no Nonqualified  Option,  or any portion  thereof,  granted
under the  Management  Plan may be exercised  by the Holder  unless he or she is
employed by the Company or a subsidiary at the time of the exercise and has been
so employed  continuously from the time the Nonqualified  Option was granted. If
the  Holder's  employment  is  terminated  for any  reason,  the  portion of the
Nonqualified  Option  not  yet  exercisable  on the  date of  termination  shall
immediately  expire  and  the  portion  of  the  Nonqualified  Option  which  is
exercisable  on the date of  termination  may be  exercised  by the Holder  only
during the thirty day period  following the date of termination;  provided that,
if such  termination  results  from the  Holder's  deliberate,  willful or gross
misconduct  as  determined  by the  Committee,  all rights under the Award shall
terminate and expire upon the termination of employment.  However,  in the event
the Holder's  employment  with the Company is terminated due to disability,  the
Holder may still  exercise  his or her  Nonqualified  Option for a period of one
hundred  and  eighty  days  from  the  date of such  termination  or  until  the
expiration  of the stated  term of the  Incentive  Option,  whichever  period is
shorter.  Similarly,  should a Holder die within  thirty  days after the date of
termination  of  employment  or  while in the  employment  of the  Company  or a
subsidiary, his or her legal representative or legatee under his or her will may
exercise the decedent Holder's  Nonqualified  Option for a period of one hundred
and eighty  days from death or until the  expiration  of the stated  term of the
Nonqualified Option, whichever period is shorter.

Required Six-Month Holding Period

         All  Nonqualified  Options  must be held  for a period  of  six-months,
measured from the date of grant, before it may be exercised by the Holder.

Withholding Taxes

         Upon the exercise of any Award granted under the  Management  Plan, the
Holder may be required to remit to the Company an amount  sufficient  to satisfy
all federal,  state and local withholding tax requirements  prior to delivery of
any certificate or certificates  for shares of Common Stock.  Subject to certain
limitations  under the  Management  Plan and at the discretion of the Committee,
the Holder may  satisfy  these  requirements  by  electing  to have the  Company
withhold a portion of the shares to be received  upon the  exercise of the Award
having a value equal to the amount of the withholding  tax due under  applicable
federal, state and local laws.

Agreements; Transferability

         Nonqualified   Options  granted  under  the  Management  Plan  will  be
evidenced by agreements  consistent  with the  Management  Plan in such form and
containing such additional  provisions not inconsistent with the Management Plan
as the Committee  may  prescribe.  Neither the  Management  Plan nor  agreements
thereunder  confer  any  right to  continued  employment  upon any  Holder of an
Nonqualified  Option.  Further,  all  agreements  will provide that the right to
exercise  Nonqualified  Options cannot be transferred except by will or the laws
of descent and distribution.

Term and Amendments

         Unless  terminated by the Board,  the Management Plan shall continue to
remain  effective  until such time as no further  Awards may be granted  and all
Awards granted under the Management  Plan are no longer  outstanding.  The Board
may at any time, and from time to time, amend the Management Plan,



                                        7


<PAGE>



provided that the Board may not,  without  approval of the  stockholders  of the
Company  (i)increase  the  maximum  number of shares as to which  Options may be
granted  under the  Management  Plan,  (ii) permit the granting of  Nonqualified
Options at less than 100% of Fair Market Value at time of grant, or (iii) change
the class of  employees  eligible  to  receive  Nonqualified  Options  under the
Management  Plan; and provided  further,  no amendment shall be made which would
impair the rights of a Holder under any  agreement  entered into pursuant to the
Management Plan without the Holder's consent.


            RESTRICTIONS ON RESALE OF SHARES ACQUIRED UNDER THE PLANS

         Persons who, on or after the date of this  Prospectus,  purchase shares
of Common  Stock upon the  exercise of Options  granted  under any of the Plans,
will be free to resell those shares without restriction under the exemption from
registration  provided by Section 4(1) of the Securities  Act,  except for those
persons who are  "affiliates"  of the Company.  Such  affiliates may resell such
shares  pursuant to an appropriate  effective  registration  statement under the
Securities  Act  or  pursuant  to  an  available  exemption  from  registration.
"Affiliate"  is defined under the  Securities  Act as a person who,  directly or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common control with, the Company. In general, persons with the power to
manage and direct the policies of the Company,  and  relatives of such  persons,
among others, may be deemed to be affiliates of the Company.

         If an affiliate  wishes to resell or reoffer shares  purchased  under a
Plan,  and if a  registration  statement  is not in effect with  respect to such
shares, the affiliate will be obliged as a precondition to any resale or reoffer
to comply with either (i) Rule 144 under the  Securities  Act or (ii) some other
applicable exemption under the Securities Act.

         Each  person who may be an  affiliate  should,  prior to  reselling  or
reoffering  any option shares,  consult with counsel to determine  whether he or
she may be subject to the foregoing restrictions.

Section 16(b) Limitations

         Certain  of the  persons  participating  in the  Plans are  subject  to
limitations  imposed by Section 16(b) of the Exchange Act and, as such,  may not
purchase and sell  securities  of the Company in any  six-month  period  without
subjecting   themselves  to  liability   thereunder.   Persons  subject  to  the
limitations  of Section  16(b) should  consult with counsel  before  exercising,
purchasing, selling or otherwise transferring securities of the Company.


                         FEDERAL INCOME TAX CONSEQUENCES

         The following  discussion  of the federal  income tax  consequences  of
participation  in the Plans is only a summary of the general rules applicable to
the grant and  exercise of Options and other  Awards and does not give  specific
details or cover, among other things,  state, local and foreign tax treatment of
participation in the Plans.  The information  contained in this section is based
on present law and regulations, which are subject to being changed prospectively
or  retroactively.  Each Holder should  consult with his or her own personal tax
advisor  with  respect  to  the  individual  tax  consequences   resulting  from
participation in the Plans.

Nonqualified Options

         With respect to Nonqualified  Options (i) upon grant of the Option, the
Holder will recognize no income, (ii) upon exercise of the Option (if the shares
of Common Stock are not subject to a substantial risk of forfeiture), the Holder
will recognize ordinary compensation income in an amount equal to the excess, if
any,  of the fair market  value of the shares on the date of  exercise  over the
exercise price, and the Company will qualify for a deduction in the same amount,
subject to the requirement  that the  compensation be reasonable,  and (iii) the
Company will be required to comply with applicable federal



                                        8


<PAGE>



income tax  withholding  requirements  with  respect  to the amount of  ordinary
compensation  income  recognized by the Holder.  On a disposition of the shares,
the Holder  will  recognize  gain or loss equal to the  difference  between  the
amount realized and the sum of the exercise price and the ordinary  compensation
income recognized.  Such gain or loss will be treated as capital gain or loss if
the shares are capital  assets and as  short-term  or long-term  capital gain or
loss, depending upon the length of time that the Holder held the shares.

         If the shares  acquired  upon  exercise  of a  Nonqualified  Option are
subject to a substantial risk of forfeiture,  the Holder will recognize ordinary
income at the time when the  substantial  risk of forfeiture is removed,  unless
such Holder  timely files under Code  Section  83(b) to elect to be taxed on the
receipt of shares, and the Company will qualify for a corresponding deduction at
such time. The amount of ordinary income will be equal to the excess of the fair
market value of the shares at the time the income is recognized  over the amount
(if any) paid for the shares.

Incentive Options

         The Holder will  recognize no taxable income upon the grant or exercise
of an  Incentive  Option.  The Company  will not qualify  for any  deduction  in
connection with the grant or exercise of Incentive  Options.  Upon a disposition
of the  shares  after the later of two years  from the date of grant or one year
after the transfer of the shares to the Holder,  the Holder will  recognize  the
difference,  if any,  between  the amount  realized  and the  exercise  price as
long-term  capital  gain or  long-term  capital loss (as the case may be) if the
shares are capital assets.  The excess,  if any, of the fair market value of the
shares on the date of exercise of an Incentive  Option over the  exercise  price
will be treated as an item of  adjustment  for a Holder's  taxable year in which
the exercise  occurs and may result in an alternative  minimum tax liability for
the Holder.

         If Common Stock  acquired  upon the exercise of an Incentive  Option is
disposed of prior to the expiration of the holding periods  described above, (i)
the Holder will recognize  ordinary  compensation  income in the taxable year of
disposition in an amount equal to the excess,  if any, of the lesser of the fair
market value of the shares on the date of exercise or the amount realized on the
disposition of the shares, over the exercise price paid for such shares and (ii)
the Company  will qualify for a deduction  equal to any such amount  recognized,
subject to the limitation that the compensation be reasonable.  In the case of a
disposition  of shares  earlier  than two years from the date of the grant or in
the  same  taxable  year as the  exercise,  where  the  amount  realized  on the
disposition  is less  than the fair  market  value of the  shares on the date of
exercise,  there will be no  adjustment  since the amount  treated as an item of
adjustment,  for alternative  minimum tax purposes,  is limited to the excess of
the amount realized on such  disposition  over the exercise price,  which is the
same amount included in regular taxable income.



                                        9


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

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



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




                                       10


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the Registrant  with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

(a)  Annual Report on Form 10-K for the fiscal year ended June 30, 1997

(b)  Quarterly Report on Form 10-Q for the period ended September 30, 1997;

(c)  Proxy Statement dated October 24, 1997; and

(d)  The  description  of the Company's  common stock,  par value $.01 per share
     (the "Common Stock"),  contained in the Registration Statement on Form S-14
     (Registration  No.  2-70365) filed with the Commission  pursuant to Section
     12(b)  of  the  Securities  Exchange  Act of  1934  (the  "Exchange  Act"),
     including any  subsequent  amendment(s)  or report(s)  filed for purpose of
     updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof  from the  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.


Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


Item 6.  Indemnification of Directors and Officers.

         Sections  721  through  726,  inclusive,   of  the  New  York  Business
Corporation  Law ("BCL")  authorizes New York  corporations  to indemnify  their
officers  and  directors  under  certain   circumstances  against  expenses  and
liabilities  incurred in legal  proceedings  involving  such persons  because of
their being or having been  officers or  directors  and to purchase and maintain
insurance for indemnification of such officers and directors.

         Section 402(b) of the BCL permits a corporation, by so providing in its
certificate  of  incorporation,   to  eliminate  or  limit  directors'  personal
liability to the  corporation  of its  shareholders  for damages  arising out of
certain  alleged  breaches  of their  duties  as  directors.  The BCL,  however,
provides that no such limitation of liability may affect a director's  liability
with respect to any of the following: (i) acts or omissions made in bad faith or
which involved  intentional  misconduct or a knowing  violation of law; (ii) the
declaration of dividends or other  distributions,  repurchases or redemptions of
shares  in  violation  of the  BCL;  (iii)  the  distribution  of  assets  after
dissolution or making of loans to directors in violation of the BCL; or (iv) any

                                      II-1


<PAGE>



transaction  from  which  the  director  derived  a  financial  profit  or other
advantage to which he or she was not legally entitled.

         The Company's Restated  Certificate of Incorporation  provides that the
personal  liability of the directors of the Company is eliminated to the fullest
extent  permitted by Section 402(b) of the BCL. In addition,  the By-Laws of the
Company provide in substance  that, to the fullest extent  permitted by New York
law,  each  director and officer  shall be  indemnified  by the Company  against
reasonable expenses,  including attorney's fees, and any liabilities which he or
she may  incur in  connection  with any  action to which he or she may be made a
party by reason of his or her being or having  been a director or officer of the
Company.  The  indemnification  provided by the Company's  By-Laws is not deemed
exclusive  of, or in any way to  limit,  any  other  rights to which any  person
seeking indemnification may be entitled.


Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.


Exhibit No.         Description
   4.1              1994 Incentive Stock Option Plan

   4.2              1988 Management Stock Option Plan

   4.3              Form of Stock Option Agreement for options granted under the
                    1994 ISOP

   4.4              Form of Stock Option  Agreement  for options  granted  under
                    the 1988 Management Plan

   5.1              Opinion of Graubard Mollen & Miller

   23.1             Consent of Deloitte & Touche LLP, independent  auditors  for
                    Registrant

   23.2             Consent  of Graubard  Mollen & Miller  (Included  in
                    Exhibit 5.1)


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;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration  Statement (or the
         most recent effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the Registration Statement;

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


                                      II-2


<PAGE>



Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports filed by the  Registrant  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
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  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                      II-3


<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State  of New  York,  on this 23 day of
January , 1998.

                                        MOVIE STAR, INC.


                                        By:     /s/ MARK M. DAVID
                                           ------------------------------------
                                           Mark M. David, Chairman of the Board


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Mark M. David and Saul Pomerantz his true
and lawful  attorneys-in-fact  and agents, each acting alone, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person,  and hereby ratifies
and confirms all that said  attorneys-in-fact  and agents, each acting alone, or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

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


Signature                                         Title                                                        Date
<S>                                                <C>                                                          <C>    
/S/ MARK M. DAVID                                 Chief Executive Officer,  and Director                      January 23, 1998
------------------------------------------------  (Principal Executive Officer)
Mark M. David                                     

 /S/ MELVYN KNIGIN                                President, Chief Operating Officer, and                     January 23, 1998
 -----------------------------------------------  Director
Melvyn Knigin                                     

/S/ SAUL POMERANTZ                                Chief Financial Officer, Executive Vice                     January 23, 1998
------------------------------------------------  President, Secretary and Director
Saul Pomerantz                                    (Principal Financial Officer) 
                                                  


/S/ JOEL M. SIMON                                 Director                                                    January 23, 1998
------------------------------------------------
Joel M. Simon

/S/ GARY W. KRAT                                  Director                                                    January 23, 1998
------------------------------------------------
Gary W. Krat

</TABLE>


                                      II-4


<PAGE>



                                  EXHIBIT INDEX



Exhibit No.         Description                                         

   4.1              1994 Incentive Stock Option Plan

   4.2              1988 Management Stock Option Plan

   4.3              Form of Stock Option Agreement for options granted under the
                    1994 ISOP

   5.1              Opinion of Graubard Mollen & Miller

   23.1             Consent of Deloitte & Touche LLP, independent auditors for
                    Registrant

   23.2             Consent of Graubard Mollen & Miller(Included in Exhibit 5.1)






                                      II-5


<PAGE>




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


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


  No  dealer,  salesperson  or any  other  person  is  authorized  to  give  any
information or make any  representations  in connection with this Offering other
than those contained in this Prospectus and, if given or made, such  information
or  representations  must not be relied  upon as having been  authorized  by the
Company.  This Prospectus does not constitute an offer to sell or a solicitation
of an offer  to buy any  security  other  than the  securities  offered  by this
Prospectus,  or an  offer  to  sell or a  solicitation  of an  offer  to buy any
securities by anyone in any  jurisdiction in which such offer or solicitation is
not authorized or is unlawful.  The delivery of this Prospectus shall not, under
any circumstances, create any implication that the information herein is correct
as of any time subsequent to the date of this Prospectus.


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

                                TABLE OF CONTENTS

                                                                          Page

Available Information......................................................2
Documents Incorporated by Reference........................................2
The Company................................................................3
The Purpose of the Plans...................................................3
Summary of the 1994 Plan...................................................3
Summary of the Management Plan.............................................6
Restrictions on Resale of Shares
  Acquired Under the Plans.................................................8
Federal Income Tax Consequences............................................8

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

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


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



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

                        1994 Incentive Stock Option Plan
                        2,000,000 Shares of Common Stock
                          ----------------------------

                        1988 Management Stock Option Plan
                         750,000 Shares of Common Stock
                          ----------------------------


                                MOVIE STAR, INC.



                                   PROSPECTUS



                                January 23, 1998


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 57953}]
{"company-data": {"conformed-name": "MOVIE STAR INC /NY/", "cik": "0000093631", "assigned-sic": "2340", "irs-number": "135651322", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44849", "film-number": "98512305"}, "business-address": {"street1": "136 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "2126797260"}, "mail-address": {"street1": "136 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10016"}, "former-company": [{"former-conformed-name": "SANMARK STARDUST INC", "date-changed": "19920703"}, {"former-conformed-name": "STARDUST INC /NY/", "date-changed": "19810526"}]}
As filed with the Securities and Exchange Commission on January 23, 1998
                                                  Registration No.
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------
                                MOVIE STAR, INC.
             (Exact name of registrant as specified in its charter)

             New York                                       13-5651322
      State or Jurisdiction of                           (I.R.S. Employer
    Incorporation or Organization                      Identification Number)

                               136 MADISON AVENUE
                            NEW YORK, NEW YORK 10016
                    (Address of principal executive offices)

                        1994 INCENTIVE STOCK OPTION PLAN,
                        1988 MANAGEMENT STOCK OPTION PLAN
                            (Full title of the Plans)

                             MARK M. DAVID, Chairman
                                Movie Star, Inc.
                               136 Madison Avenue
                            New York, New York 10016
                                 (212) 684-3400
 (Name, address and telephone number, including area code, of agent for service)

                                  with a copy

                                       to:
                            MICHAEL A. SALBERG, ESQ.
                            Graubard Mollen & Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                            Telephone: (212) 818-8800

                         CALCULATION OF REGISTRATION FEE
Proposed maximum      Proposed maximum
Title of Securities                         Amount to be         offering price          aggregate               Amount of
to be registered                            registered(1)           per share           offering price         registration fee
=======================================  ==================== ===================== ========================  =====================
Common Stock issuable upon exercise of                                                                                              
options which may be granted under the
1994 Incentive Stock Option Plan ("the
"1994 ISOP")...........................     335,000 Shares           $0.625(2)              $209,375.00               $  61.76
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of    1,595,000 Shares          $0.6250(3)              $996,875.00               $ 294.08
options granted and outstanding under
the 1994 ISOP .........................      70,000 Shares          $1.1250(4)              $ 78,750.00               $  23.23
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of
options which may be granted under the
1988 Management Stock Option Plan
("1988 Management Plan")...............     400,000 Shares           $0.625(2)              $250,000.00               $  73.75
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of                                                                                              
options granted and outstanding under
the 1988 Management Plan...............     350,000 Shares          $0.6250(5)              $218,750.00               $  64.53
-----------------------------------------------------------------------------------------------------------------------------------
         TOTAL......................................................................................................  $ 517.35
===================================================================================================================================
                                                                                                            (footnotes on next page)
(1)      The amount being registered  represents the maximum aggregate number of
         shares of Common Stock that may be issued by the Company upon  exercise
         of options granted or which may be granted under the 1994 ISOP and 1988
         Management Plan.  Pursuant to Rule 416, there are also being registered
         such additional  shares of Common Stock as may become issuable pursuant
         to the anti-dilution provisions of each plan.

(2)       Based on the last sale price of the Common Stock ($0.625 ) as reported
          by American  Stock  Exchange on January 22, 1998, in  accordance  with
          Rules 457(c) and 457(h)  promulgated under the Securities Act of 1933,
          as amended
         ("Securities Act").

(3)      Represents  the $0.6250 per share  exercise price payable for 1,595,000
         shares that may be acquired under outstanding  options granted pursuant
         to the 1994 ISOP in accordance with Rule 457(h)  promulgated  under the
         Securities Act.

(4)      Represents  the $1.1250  per share  exercise  price  payable for 70,000
         shares that may be acquired under outstanding  options granted pursuant
         to the 1994 ISOP in accordance with Rule 457(h)  promulgated  under the
         Securities Act.

(5)      Represents  the $0.6250 per share  exercise  price  payable for 350,000
         shares that may be acquired under outstanding  options granted pursuant
         to the 1988 Management Plan in accordance with Rule 457(h)  promulgated
         under the Securities Act.
------------------

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act of 1933,  as amended,  the  Registration  Statement  will become
effective upon filing with the Securities and Exchange Commission.

         The  Registration  Statement,  including all exhibits and  attachments,
contains 44  pages.  The  exhibit  index  may  be  found  on  page II-5 of the
consecutively numbered pages of the Registration Statement.

                               ------------------
THIS DOCUMENT CONSTITUTES A PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
               BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

PROSPECTUS

                                MOVIE STAR, INC.

                        1994 INCENTIVE STOCK OPTION PLAN
                        2,000,000 Shares of Common Stock

                        1988 MANAGEMENT STOCK OPTION PLAN
                         750,000 Shares of Common Stock

         This Prospectus  relates to (i) 2,000,000  shares of Common Stock,  par
value $.01 per share ("Common Stock"), of Movie Star, Inc.  ("Company") issuable
upon the exercise of stock options  ("Options")  which have been or which may be
granted under the Company's 1994 Incentive Stock Option Plan ("1994 Plan"),  and
(ii) 750,000  shares of Common Stock issuable upon exercise of Options which may
be granted under the Company's 1988  Management  Stock Option Plan  ("Management
Plan") (the 1994 Plan and Management Plan are collectively referred to herein as
the "Plans").  The shares of Common Stock to which this  Prospectus  relates are
being  offered  to  certain  officers  and  employees  of the  Company  and  its
subsidiaries.

         Persons  who  acquire  shares  of Common  Stock  under the Plans by the
exercise of the options  granted  thereunder  will be free to resell such shares
without  restriction unless they are "affiliates" of the Company,  as defined in
Rule 405 promulgated  under the Securities Act of 1933, as amended  ("Securities
Act"). Affiliates may resell such shares only under an appropriate  registration
statement with an  appropriate  prospectus,  an  appropriate  exemption from the
registration  requirements  of the  Securities  Act,  or  pursuant  to Rule  144
promulgated under the Securities Act.

         The Common Stock is traded on the  American  Stock  Exchange  under the
symbol  "MSI." The last sale price of a share of Common Stock as reported by the
American Stock Exchange on January 22, 1998 was $0.625 .

          THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
                   SEE "INVESTMENT CONSIDERATIONS" ON PAGE 4.

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

                 The date of this Prospectus is January 23, 1998

                                        1
AVAILABLE INFORMATION

         The  Company  has filed with the  Securities  and  Exchange  Commission
("Commission"),   Washington,   D.C.,  a  Registration  Statement  on  Form  S-8
("Registration  Statement")  under  the  Securities  Act  with  respect  to  the
securities  offered  hereby.  This  Prospectus  does  not  contain  all  of  the
information set forth in the Registration  Statement and exhibits  thereto.  For
further  information with respect to the Company and such securities,  reference
is hereby  made to the  Registration  Statement  and  exhibits.  The  statements
contained  in this  Prospectus  as to the  contents  of any  contract  or  other
document  filed as an  exhibit  are not  complete  and the  description  of such
contract or document is qualified in its entirety by reference to such  contract
or document.  The  Registration  Statement,  together with the exhibits,  may be
inspected at the Commission's  principal  office in Washington,  D.C. and copies
may be obtained upon payment of the fees prescribed by the Commission.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended ("Exchange Act"), and in accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Commission.  Copies of such  information,  reports,  proxy  statements and other
information  filed by the Company under the Exchange Act may be examined without
charge at the public  reference  facilities of the Commission,  Judiciary Plaza,
450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  as well as at the following
Regional  Offices:  7 World Trade Center,  Suite 1300, New York, New York 10048;
and 500 West Madison Street, Suite 1400, Chicago,  Illinois  60661-2511.  Copies
can also be obtained at prescribed rates from the Commission's  Public Reference
Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following  documents  filed by the Company with the  Commission are
incorporated by reference into this Prospectus:

(a)  Annual Report on Form 10-K for the fiscal year ended June 30, 1997;

(b)  Quarterly  Report on Form 10-Q for the  three-month  period ended September
     30, 1997;

(c)  Proxy Statement dated October 24, 1997; and

(d)  The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registration  Statement on Form S-14  (Registration No. 2-70365) filed with
     the Commission pursuant to Section 12(b) of the Exchange Act, including any
     subsequent  amendment(s)  or report(s)  filed for purpose of updating  such
     description; and

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof  from the  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.

         The Company will furnish without charge,  upon oral or written request,
to each person to whom this Prospectus is delivered, a copy of any or all of the
documents incorporated by reference herein other than exhibits to such documents
not specifically incorporated by reference thereto. In addition, participants in
the Plans may obtain  information about the plans or their  administration  from
the Company. Such

                                        2
request should be directed to Movie Star,  Inc., 136 Madison  Avenue,  New York,
New York 10016, telephone number (212) 684-3400, Attention: Corporate Secretary.

         The  delivery  of  this  document  at any  time  does  not  imply  that
information  herein is correct  as of the time  subsequent  to the date  hereof.
Statements in this document as to the respective provisions of the Plans are not
necessarily  complete and in each instance reference is made to the copy of such
plan which appears as an exhibit to the Company's Registration Statement on Form
S-8 filed with the  Commission  on January 23, 1998 and each such  statement  in
this document is qualified in all respects by such reference.

                                   THE COMPANY

         The Company is principally engaged in the design,  manufacture,  import
and sale of ladies' sleepwear,  robes,  leisurewear,  loungewear and daywear and
also operates retail outlet stores under the name Movie Star Factory Stores. The
Company's  products  consist  of  ladies'  pajamas,   nightgowns,   baby  dolls,
nightshirts,  dusters,  shifts,  sundresses,  rompers,  short  sets,  beachwear,
peignoir  ensembles,  robes,  leisurewear,  panties,  and daywear  consisting of
bodysuits,  soft bras,  half-slips,  teddies and  camisoles.  These products are
manufactured  in  various  fabrics,  designs,  colors and  styles  depending  on
seasonal requirements, changes in fashion and customer demand.

                            INVESTMENT CONSIDERATIONS

         The Company's  business is subject to numerous risks  including,  among
others, risks related to (i) a prior history of losses, (ii) fluctuations in the
costs of raw materials and the  unavailability of reliable sources of supply for
the  Company's  products,  (iii) the  timing of orders  placed by the  Company's
customers,  (iv) foreign  government  regulation,  (v)  fluctuations  in foreign
currency exchange rates,  (vi) the addition or loss of significant  customers or
orders,  (vii) the ability of the Company to retain current  management,  (viii)
the ability of current management to direct the affairs of the Company, (ix) the
intensely  competitive  nature of the intimate  apparel  industry,  (x) business
conditions  and growth in the Company's  industry and the general retail climate
and (xi) the potential dilution of the Company's  securities  resulting from the
exercise of outstanding options.

         The Company was incorporated in New York in 1935, and has its executive
offices at 136 Madison Avenue, New York, New York 10016. The Company's telephone
number is (212) 684-3400.

                            THE PURPOSE OF THE PLANS

         The  purpose  of the Plans is to  enable  the  Company  to offer to its
employees an opportunity to acquire a proprietary  interest in the Company.  The
Plans are intended to provide an  additional  incentive to those  persons  whose
past,  present  and future  contributions  are  important  to the success of the
Company,  and to allow the Company to attract and retain in its employ qualified
persons for the successful conduct of its operations.

                            SUMMARY OF THE 1994 PLAN

         The 1994 Plan was adopted by the Board of  Directors  of the Company on
June 8, 1994 and by the  stockholders  of the  Company at the Annual  Meeting of
Stockholders on December 8, 1994 ("1994 Plan Effective Date").

                                        3
Administration

         The 1994 Plan is  administered  by the  Compensation  Committee  of the
Board of Directors ("Committee").  The Committee has full authority,  subject to
the  provisions of the 1994 Plan,  to award  Options to the Company's  employees
(the  "Awards").  Subject  to the  provisions  of the 1994 Plan,  the  Committee
determines, among other things, the persons to whom from time to time Awards may
be granted ("Holders" or  "Participants"),  the number of shares subject to each
Award,  share prices,  any  restrictions or limitations on such Awards,  and any
vesting, exchange, deferral, surrender, cancellation, acceleration, termination,
exercise or forfeiture provisions related to such Awards. The interpretation and
construction by the Committee of any provisions of, and the determination by the
Committee  of any  questions  arising  under,  the  1994  Plan  or any  rule  or
regulation  established  by the  Committee  pursuant to the 1994 Plan,  shall be
final, conclusive and binding on all persons interested in the 1994 Plan. Awards
under the 1994 Plan are evidenced by agreements.

Shares Subject to the 1994 Plan

         The 1994 Plan  authorizes  the granting of Awards whose  exercise would
allow up to an aggregate  of 2,000,000  shares of Common Stock to be acquired by
the Holders of such Awards.  In order to prevent the dilution or  enlargement of
the rights of Holders under the 1994 Plan,  the number of shares of Common Stock
authorized  by the 1994 Plan is subject to  adjustment by the Board in the event
of any increase or decrease in the number of shares of outstanding  Common Stock
resulting from a merger or consolidation, stock dividend, stock split or reverse
stock split or change in the par value of the Common Stock. The shares of Common
Stock acquirable  pursuant to the Awards will be made available,  in whole or in
part,  from authorized and unissued shares of Common Stock. If any Award granted
under the 1994 Plan is forfeited or terminated,  the shares of Common Stock that
were available  pursuant to such Award shall again be available for distribution
in connection with Awards  subsequently  granted under the 1994 Plan.  There are
currently  outstanding  Awards which entitle the Holders to acquire an aggregate
of up to 70,000 shares of Common Stock at an exercise  price of $1.125 per share
and 1,595,000 shares at an exercise price of $0.625 per share.

Eligibility

         Subject to the  provisions  of the 1994 Plan,  Awards may be granted to
employees  who are deemed to have  rendered or to be able to render  significant
services  to the  Company  and are  deemed  to have  contributed  or to have the
potential to contribute to the success of the Company.

Types of Awards

         Options

         The 1994  Plan  provides  for  "Incentive"  stock  options  ("Incentive
Options")  as defined in Section 422 of the Internal  Revenue  Code of 1986,  as
amended  ("Code").  The  Committee  determines  the exercise  price per share of
Common Stock  purchasable  under an Incentive  Option . The exercise price of an
Incentive  Option may not be less than 100% of the fair market value on the last
trading  day before the date of grant (or,  in the case of an  Incentive  Option
granted to a person  possessing more than 10% of the total combined voting power
of all classes of stock of the  Company,  not less than 110% of such fair market
value). An Incentive Option may only be granted within a 10-year period from the
date the 1994 Plan was adopted and  approved  by the  directors  and may only be
exercised  within 10 years of the date of the  grant  (or  within 5 years in the
case of an Incentive  Option  granted to a person who, at the time of the grant,
owns stock  possessing  more than 10% of the total combined  voting power of all
classes of stock of the Company).  Subject to any  limitations or conditions the
Committee may impose, Options may be exercised, in whole or in part, at any time
during  the term of the  Option by giving  written  notice  of  exercise  to the
Company  specifying  the number of shares of Common Stock to be purchased.  Such
notice must be accompanied by payment in full of the purchase  price,  either in
cash or in securities of the Company, or in combination thereof.

                                        4
Incentive  Options granted under the 1994 Plan are exercisable  only by
the Holder during his or her lifetime.  The Options  granted under the 1994 Plan
may  not be  transferred  other  than by will  or by the  laws  of  descent  and
distribution.

         Generally,  the agreements  evidencing Awards provide that no Incentive
Option, or any portion thereof,  granted under the 1994 Plan may be exercised by
the  Holder  unless  he or she has held the  Award  for a period of at least six
months  following the date on which the Award was granted and is employed by the
Company or a  subsidiary  at the time of the  exercise  and has been so employed
continuously  from the time the  Incentive  Option was granted.  If the Holder's
employment is terminated for any reason, the portion of the Incentive Option not
yet  exercisable on the date of  termination  shall  immediately  expire and the
portion of the Incentive  Option which is exercisable on the date of termination
may be exercised by the Holder only during the ninety day period  following  the
date of  termination.  However,  in the event the Holder's  employment  with the
Company is  terminated  due to permanent  and total  disability,  the Holder may
still  exercise  his or her  Incentive  Option for a period of one year (or such
other lesser  period as the Committee may specify at the time of grant) from the
date of such  termination  or until the  expiration  of the  stated  term of the
Incentive Option,  whichever period is shorter. Should a Holder die while in the
employment of the Company or a subsidiary,  his or her legal  representative  or
legatee  under his or her will may  exercise  the  decedent  Holder's  Incentive
Option  for a period of one year from  death (or such  other  greater  or lesser
period as the Committee  specifies at the time of grant) or until the expiration
of the stated term of the Incentive Option, whichever period is shorter.

Required Six-Month Holding Period

         Each Incentive Option must be held for a period of six-months, measured
from the date of grant before it may be exercised by the Holder.

Withholding Taxes

         Upon the exercise of any Award granted under the 1994 Plan,  the Holder
may be  required  to remit to the  Company an amount  sufficient  to satisfy all
federal,  state and local withholding tax requirements  prior to delivery of any
certificate  or  certificates  for  shares of  Common  Stock.  If the  agreement
evidencing an Award so provides,  at the  discretion of the Company,  the Holder
may satisfy  these  requirements  by  electing  to have the  Company  withhold a
portion of the shares to be received  upon the  exercise  of the Award  having a
value equal to the amount of the withholding tax due under  applicable  federal,
state and local laws.

Agreements; Transferability

         Incentive  Options  granted  under  the  1994  Plan  are  evidenced  by
agreements  consistent  with the 1994  Plan in such  form  and  containing  such
additional  provisions not inconsistent  with the 1994 Plan as the Committee may
prescribe.  Neither the 1994 Plan nor agreements  thereunder confer any right to
continued  employment  upon any  Holder of an  Incentive  Option.  Further,  all
agreements will provide that the right to exercise  Incentive  Options cannot be
transferred except by will or the laws of descent and distribution.

Term and Amendments

         Unless  terminated by the Board, the 1994 Plan shall continue to remain
effective  until  such time as no further  Awards may be granted  and all Awards
granted under the 1996 Plan are no longer outstanding;  provided that no further
Awards  may be made  under  the 1994  Plan  after  the date  which is ten  years
following the Plan Effective Date.

                                        5
SUMMARY OF THE MANAGEMENT PLAN

         The  Management  Plan was  adopted  by the  Board of  Directors  of the
Company  on October  17,  1988  ("Management  Plan  Effective  Date") and by the
stockholders  of the Company at the Annual Meeting of  Stockholders  on December
13, 1988.  Unless  terminated  by the Board,  the  Management  Plan shall remain
effective  until such time as no further  Awards (as  hereafter  defined) may be
granted  and  all  Awards  granted  under  the  Management  Plan  are no  longer
outstanding.

Administration

         The Management Plan is administered by the Committee. The Committee has
full  authority,  subject to the  provisions  of the  Management  Plan,  to make
Awards.  Subject  to  the  provisions  of the  Management  Plan,  the  Committee
determines,  among  other  things,  the  Participants  to whom from time to time
Awards may be granted, the number of shares subject to each Award, share prices,
any  restrictions  or  limitations  on such  Awards and any  vesting,  exchange,
surrender,  cancellation,  acceleration,  termination,  exercise  or  forfeiture
provisions  related to such Awards.  The  interpretation and construction by the
Committee of any  provisions of, and the  determination  by the Committee of any
questions  arising  under,  the  Management  Plan  or  any  rule  or  regulation
established  by the  Committee  pursuant  to the  Management  Plan,  are  final,
conclusive and binding on all persons interested in the Management Plan.
Awards under the Management Plan are evidenced by agreements.

Shares Subject to the Management Plan

         The  Management  Plan  authorizes the granting of Awards whose exercise
would allow up to an aggregate of 750,000  shares of Common Stock to be acquired
by the Holders of such Awards.  In order to prevent the dilution or  enlargement
of the  rights of Holders  under the  Management  Plan,  the number of shares of
Common Stock  authorized by the Management  Plan is subject to adjustment by the
Board in the  event of any  increase  or  decrease  in the  number  of shares of
outstanding  Common  Stock  resulting  from a  merger  or  consolidation,  stock
dividend,  stock split or reverse  stock split or change in the par value of the
Common Stock. The shares of Common Stock acquirable  pursuant to the Awards will
be made  available,  in whole or in part, from authorized and unissued shares of
Common Stock.  If any Award granted  under the  Management  Plan is forfeited or
terminated,  the shares of Common  Stock that were  available  pursuant  to such
Award  shall again be  available  for  distribution  in  connection  with Awards
subsequently granted under the Management Plan. There are currently  outstanding
Awards which entitle the Holders to acquire an aggregate of up to 350,000 shares
of Common Stock at an exercise price of $.0625 per share.

Eligibility

         Subject to the provisions of the Management Plan, Awards may be granted
to executive  officers of the Company or its subsidiaries who are deemed to have
rendered  or to be able to render  significant  services  to the Company and are
deemed to have contributed or to have the potential to contribute to the success
of the Company.  Incentive Options, as hereinafter  defined, may be awarded only
to  persons  who,  at the time of grant of such  awards,  are  employees  of the
Company or its subsidiaries.

Types of Awards

         Options

         The  Management  Plan provides for options not  qualifying as Incentive
Options  ("Nonqualified  Options").  The Committee determines the exercise price
per share of Common Stock purchasable under a Nonqualified  Option. The exercise
price of a  Nonqualified  Option  may not be less than  100% of the fair  market
value  on the  last  trading  day  before  the  date of  grant.  Subject  to any
limitations or conditions the Committee may impose,  Nonqualified Options may be
exercised,  in whole or in part, at any time during the term of the Nonqualified
Option by giving written notice of exercise to the Company specifying the

                                        6
number  of  shares  of  Common  Stock  to be  purchased.  Such  notice  must  be
accompanied  by  payment  in full of the  purchase  price,  either in cash or in
securities of the Company, or in combination thereof.

         Nonqualified  Options granted under the Management Plan are exercisable
only by the Holder during his or her lifetime.  The Nonqualified Options granted
under the Management  Plan may not be  transferred  other than by will or by the
laws of descent  and  distribution,  except that the  Committee  may in its sole
discretion allow a Nonqualified Option to be transferable, subject to compliance
with applicable securities laws.

         Generally,  no Nonqualified  Option,  or any portion  thereof,  granted
under the  Management  Plan may be exercised  by the Holder  unless he or she is
employed by the Company or a subsidiary at the time of the exercise and has been
so employed  continuously from the time the Nonqualified  Option was granted. If
the  Holder's  employment  is  terminated  for any  reason,  the  portion of the
Nonqualified  Option  not  yet  exercisable  on the  date of  termination  shall
immediately  expire  and  the  portion  of  the  Nonqualified  Option  which  is
exercisable  on the date of  termination  may be  exercised  by the Holder  only
during the thirty day period  following the date of termination;  provided that,
if such  termination  results  from the  Holder's  deliberate,  willful or gross
misconduct  as  determined  by the  Committee,  all rights under the Award shall
terminate and expire upon the termination of employment.  However,  in the event
the Holder's  employment  with the Company is terminated due to disability,  the
Holder may still  exercise  his or her  Nonqualified  Option for a period of one
hundred  and  eighty  days  from  the  date of such  termination  or  until  the
expiration  of the stated  term of the  Incentive  Option,  whichever  period is
shorter.  Similarly,  should a Holder die within  thirty  days after the date of
termination  of  employment  or  while in the  employment  of the  Company  or a
subsidiary, his or her legal representative or legatee under his or her will may
exercise the decedent Holder's  Nonqualified  Option for a period of one hundred
and eighty  days from death or until the  expiration  of the stated  term of the
Nonqualified Option, whichever period is shorter.

Required Six-Month Holding Period

         All  Nonqualified  Options  must be held  for a period  of  six-months,
measured from the date of grant, before it may be exercised by the Holder.

Withholding Taxes

         Upon the exercise of any Award granted under the  Management  Plan, the
Holder may be required to remit to the Company an amount  sufficient  to satisfy
all federal,  state and local withholding tax requirements  prior to delivery of
any certificate or certificates  for shares of Common Stock.  Subject to certain
limitations  under the  Management  Plan and at the discretion of the Committee,
the Holder may  satisfy  these  requirements  by  electing  to have the  Company
withhold a portion of the shares to be received  upon the  exercise of the Award
having a value equal to the amount of the withholding  tax due under  applicable
federal, state and local laws.

Agreements; Transferability

         Nonqualified   Options  granted  under  the  Management  Plan  will  be
evidenced by agreements  consistent  with the  Management  Plan in such form and
containing such additional  provisions not inconsistent with the Management Plan
as the Committee  may  prescribe.  Neither the  Management  Plan nor  agreements
thereunder  confer  any  right to  continued  employment  upon any  Holder of an
Nonqualified  Option.  Further,  all  agreements  will provide that the right to
exercise  Nonqualified  Options cannot be transferred except by will or the laws
of descent and distribution.

Term and Amendments

         Unless  terminated by the Board,  the Management Plan shall continue to
remain  effective  until such time as no further  Awards may be granted  and all
Awards granted under the Management  Plan are no longer  outstanding.  The Board
may at any time, and from time to time, amend the Management Plan,

                                        7
provided that the Board may not,  without  approval of the  stockholders  of the
Company  (i)increase  the  maximum  number of shares as to which  Options may be
granted  under the  Management  Plan,  (ii) permit the granting of  Nonqualified
Options at less than 100% of Fair Market Value at time of grant, or (iii) change
the class of  employees  eligible  to  receive  Nonqualified  Options  under the
Management  Plan; and provided  further,  no amendment shall be made which would
impair the rights of a Holder under any  agreement  entered into pursuant to the
Management Plan without the Holder's consent.

            RESTRICTIONS ON RESALE OF SHARES ACQUIRED UNDER THE PLANS

         Persons who, on or after the date of this  Prospectus,  purchase shares
of Common  Stock upon the  exercise of Options  granted  under any of the Plans,
will be free to resell those shares without restriction under the exemption from
registration  provided by Section 4(1) of the Securities  Act,  except for those
persons who are  "affiliates"  of the Company.  Such  affiliates may resell such
shares  pursuant to an appropriate  effective  registration  statement under the
Securities  Act  or  pursuant  to  an  available  exemption  from  registration.
"Affiliate"  is defined under the  Securities  Act as a person who,  directly or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common control with, the Company. In general, persons with the power to
manage and direct the policies of the Company,  and  relatives of such  persons,
among others, may be deemed to be affiliates of the Company.

         If an affiliate  wishes to resell or reoffer shares  purchased  under a
Plan,  and if a  registration  statement  is not in effect with  respect to such
shares, the affiliate will be obliged as a precondition to any resale or reoffer
to comply with either (i) Rule 144 under the  Securities  Act or (ii) some other
applicable exemption under the Securities Act.

         Each  person who may be an  affiliate  should,  prior to  reselling  or
reoffering  any option shares,  consult with counsel to determine  whether he or
she may be subject to the foregoing restrictions.

Section 16(b) Limitations

         Certain  of the  persons  participating  in the  Plans are  subject  to
limitations  imposed by Section 16(b) of the Exchange Act and, as such,  may not
purchase and sell  securities  of the Company in any  six-month  period  without
subjecting   themselves  to  liability   thereunder.   Persons  subject  to  the
limitations  of Section  16(b) should  consult with counsel  before  exercising,
purchasing, selling or otherwise transferring securities of the Company.

                         FEDERAL INCOME TAX CONSEQUENCES

         The following  discussion  of the federal  income tax  consequences  of
participation  in the Plans is only a summary of the general rules applicable to
the grant and  exercise of Options and other  Awards and does not give  specific
details or cover, among other things,  state, local and foreign tax treatment of
participation in the Plans.  The information  contained in this section is based
on present law and regulations, which are subject to being changed prospectively
or  retroactively.  Each Holder should  consult with his or her own personal tax
advisor  with  respect  to  the  individual  tax  consequences   resulting  from
participation in the Plans.

Nonqualified Options

         With respect to Nonqualified  Options (i) upon grant of the Option, the
Holder will recognize no income, (ii) upon exercise of the Option (if the shares
of Common Stock are not subject to a substantial risk of forfeiture), the Holder
will recognize ordinary compensation income in an amount equal to the excess, if
any,  of the fair market  value of the shares on the date of  exercise  over the
exercise price, and the Company will qualify for a deduction in the same amount,
subject to the requirement  that the  compensation be reasonable,  and (iii) the
Company will be required to comply with applicable federal

                                        8
income tax  withholding  requirements  with  respect  to the amount of  ordinary
compensation  income  recognized by the Holder.  On a disposition of the shares,
the Holder  will  recognize  gain or loss equal to the  difference  between  the
amount realized and the sum of the exercise price and the ordinary  compensation
income recognized.  Such gain or loss will be treated as capital gain or loss if
the shares are capital  assets and as  short-term  or long-term  capital gain or
loss, depending upon the length of time that the Holder held the shares.

         If the shares  acquired  upon  exercise  of a  Nonqualified  Option are
subject to a substantial risk of forfeiture,  the Holder will recognize ordinary
income at the time when the  substantial  risk of forfeiture is removed,  unless
such Holder  timely files under Code  Section  83(b) to elect to be taxed on the
receipt of shares, and the Company will qualify for a corresponding deduction at
such time. The amount of ordinary income will be equal to the excess of the fair
market value of the shares at the time the income is recognized  over the amount
(if any) paid for the shares.

Incentive Options

         The Holder will  recognize no taxable income upon the grant or exercise
of an  Incentive  Option.  The Company  will not qualify  for any  deduction  in
connection with the grant or exercise of Incentive  Options.  Upon a disposition
of the  shares  after the later of two years  from the date of grant or one year
after the transfer of the shares to the Holder,  the Holder will  recognize  the
difference,  if any,  between  the amount  realized  and the  exercise  price as
long-term  capital  gain or  long-term  capital loss (as the case may be) if the
shares are capital assets.  The excess,  if any, of the fair market value of the
shares on the date of exercise of an Incentive  Option over the  exercise  price
will be treated as an item of  adjustment  for a Holder's  taxable year in which
the exercise  occurs and may result in an alternative  minimum tax liability for
the Holder.

         If Common Stock  acquired  upon the exercise of an Incentive  Option is
disposed of prior to the expiration of the holding periods  described above, (i)
the Holder will recognize  ordinary  compensation  income in the taxable year of
disposition in an amount equal to the excess,  if any, of the lesser of the fair
market value of the shares on the date of exercise or the amount realized on the
disposition of the shares, over the exercise price paid for such shares and (ii)
the Company  will qualify for a deduction  equal to any such amount  recognized,
subject to the limitation that the compensation be reasonable.  In the case of a
disposition  of shares  earlier  than two years from the date of the grant or in
the  same  taxable  year as the  exercise,  where  the  amount  realized  on the
disposition  is less  than the fair  market  value of the  shares on the date of
exercise,  there will be no  adjustment  since the amount  treated as an item of
adjustment,  for alternative  minimum tax purposes,  is limited to the excess of
the amount realized on such  disposition  over the exercise price,  which is the
same amount included in regular taxable income.

                                        9
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

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

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

                                       10
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the Registrant  with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

(a)  Annual Report on Form 10-K for the fiscal year ended June 30, 1997

(b)  Quarterly Report on Form 10-Q for the period ended September 30, 1997;

(c)  Proxy Statement dated October 24, 1997; and

(d)  The  description  of the Company's  common stock,  par value $.01 per share
     (the "Common Stock"),  contained in the Registration Statement on Form S-14
     (Registration  No.  2-70365) filed with the Commission  pursuant to Section
     12(b)  of  the  Securities  Exchange  Act of  1934  (the  "Exchange  Act"),
     including any  subsequent  amendment(s)  or report(s)  filed for purpose of
     updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof  from the  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Sections  721  through  726,  inclusive,   of  the  New  York  Business
Corporation  Law ("BCL")  authorizes New York  corporations  to indemnify  their
officers  and  directors  under  certain   circumstances  against  expenses  and
liabilities  incurred in legal  proceedings  involving  such persons  because of
their being or having been  officers or  directors  and to purchase and maintain
insurance for indemnification of such officers and directors.

         Section 402(b) of the BCL permits a corporation, by so providing in its
certificate  of  incorporation,   to  eliminate  or  limit  directors'  personal
liability to the  corporation  of its  shareholders  for damages  arising out of
certain  alleged  breaches  of their  duties  as  directors.  The BCL,  however,
provides that no such limitation of liability may affect a director's  liability
with respect to any of the following: (i) acts or omissions made in bad faith or
which involved  intentional  misconduct or a knowing  violation of law; (ii) the
declaration of dividends or other  distributions,  repurchases or redemptions of
shares  in  violation  of the  BCL;  (iii)  the  distribution  of  assets  after
dissolution or making of loans to directors in violation of the BCL; or (iv) any

                                      II-1
transaction  from  which  the  director  derived  a  financial  profit  or other
advantage to which he or she was not legally entitled.

         The Company's Restated  Certificate of Incorporation  provides that the
personal  liability of the directors of the Company is eliminated to the fullest
extent  permitted by Section 402(b) of the BCL. In addition,  the By-Laws of the
Company provide in substance  that, to the fullest extent  permitted by New York
law,  each  director and officer  shall be  indemnified  by the Company  against
reasonable expenses,  including attorney's fees, and any liabilities which he or
she may  incur in  connection  with any  action to which he or she may be made a
party by reason of his or her being or having  been a director or officer of the
Company.  The  indemnification  provided by the Company's  By-Laws is not deemed
exclusive  of, or in any way to  limit,  any  other  rights to which any  person
seeking indemnification may be entitled.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit No.         Description
   4.1              1994 Incentive Stock Option Plan

   4.2              1988 Management Stock Option Plan

   4.3              Form of Stock Option Agreement for options granted under the
                    1994 ISOP

   4.4              Form of Stock Option  Agreement  for options  granted  under
                    the 1988 Management Plan

   5.1              Opinion of Graubard Mollen & Miller

   23.1             Consent of Deloitte & Touche LLP, independent  auditors  for
                    Registrant

   23.2             Consent  of Graubard  Mollen & Miller  (Included  in
                    Exhibit 5.1)

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;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration  Statement (or the
         most recent effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the Registration Statement;

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

                                      II-2
Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports filed by the  Registrant  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
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  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State  of New  York,  on this 23 day of
January , 1998.

                                        MOVIE STAR, INC.

                                        By:     /s/ MARK M. DAVID
                                           ------------------------------------
                                           Mark M. David, Chairman of the Board

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Mark M. David and Saul Pomerantz his true
and lawful  attorneys-in-fact  and agents, each acting alone, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person,  and hereby ratifies
and confirms all that said  attorneys-in-fact  and agents, each acting alone, or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                         Title                                                        Date
/S/ MARK M. DAVID                                 Chief Executive Officer,  and Director                      January 23, 1998
------------------------------------------------  (Principal Executive Officer)
Mark M. David                                     

 /S/ MELVYN KNIGIN                                President, Chief Operating Officer, and                     January 23, 1998
 -----------------------------------------------  Director
Melvyn Knigin                                     

/S/ SAUL POMERANTZ                                Chief Financial Officer, Executive Vice                     January 23, 1998
------------------------------------------------  President, Secretary and Director
Saul Pomerantz                                    (Principal Financial Officer) 
                                                  

/S/ JOEL M. SIMON                                 Director                                                    January 23, 1998
------------------------------------------------
Joel M. Simon

/S/ GARY W. KRAT                                  Director                                                    January 23, 1998
------------------------------------------------
Gary W. Krat
II-4
EXHIBIT INDEX

Exhibit No.         Description                                         

   4.1              1994 Incentive Stock Option Plan

   4.2              1988 Management Stock Option Plan

   4.3              Form of Stock Option Agreement for options granted under the
                    1994 ISOP

   5.1              Opinion of Graubard Mollen & Miller

   23.1             Consent of Deloitte & Touche LLP, independent auditors for
                    Registrant

   23.2             Consent of Graubard Mollen & Miller(Included in Exhibit 5.1)

                                      II-5
-----------------------------------------------------

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

  No  dealer,  salesperson  or any  other  person  is  authorized  to  give  any
information or make any  representations  in connection with this Offering other
than those contained in this Prospectus and, if given or made, such  information
or  representations  must not be relied  upon as having been  authorized  by the
Company.  This Prospectus does not constitute an offer to sell or a solicitation
of an offer  to buy any  security  other  than the  securities  offered  by this
Prospectus,  or an  offer  to  sell or a  solicitation  of an  offer  to buy any
securities by anyone in any  jurisdiction in which such offer or solicitation is
not authorized or is unlawful.  The delivery of this Prospectus shall not, under
any circumstances, create any implication that the information herein is correct
as of any time subsequent to the date of this Prospectus.

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

                                TABLE OF CONTENTS

                                                                          Page

Available Information......................................................2
Documents Incorporated by Reference........................................2
The Company................................................................3
The Purpose of the Plans...................................................3
Summary of the 1994 Plan...................................................3
Summary of the Management Plan.............................................6
Restrictions on Resale of Shares
  Acquired Under the Plans.................................................8
Federal Income Tax Consequences............................................8

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

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

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

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

                        1994 Incentive Stock Option Plan
                        2,000,000 Shares of Common Stock
                          ----------------------------

                        1988 Management Stock Option Plan
                         750,000 Shares of Common Stock
                          ----------------------------

                                MOVIE STAR, INC.

                                   PROSPECTUS

                                January 23, 1998