As filed with the Securities and Exchange Commission on January 23, 1997
                                                 Registration No. 33-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                                GKN HOLDING CORP.
             (Exact name of registrant as specified in its charter)

            Delaware                                          13-3414302
   (State or Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                                   61 BROADWAY
                            NEW YORK, NEW YORK 10006
                    (Address of principal executive offices)


                          1991 EMPLOYEE INCENTIVE PLAN

                                       AND

                          OTHER EMPLOYEE BENEFIT PLANS

                            (Full title of the Plans)

                                 PETER R. KENT,
               Chief Operating Officer and Chief Financial Officer
                                GKN Holding Corp.
                                   61 Broadway
                            New York, New York 10006
                                 (212) 509-3800
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                             DAVID ALAN MILLER, Esq.
                            Graubard Mollen & Miller
                                600 Third Avenue
                            New York, New York 10016
                                 (212) 818-8800


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                    Proposed               Proposed
                                                                    maximum                 maximum
        Title of Securities               Amount to be           offering price            aggregate              Amount of
          to be registered                 registered              per share            offering price         registration fee
====================================  =====================  ======================  =====================  ======================
<S>                                            <C>                    <C>                    <C>                      <C>   
Common Stock issuable upon exercise       168,000 shares             $2.20                 $369,600
of options granted and outstanding        420,366 shares             $4.50                1,891,647
under the Registrant's 1991 Employee       40,000 shares             $4.95                  198,000
Incentive Plan ("1991 Plan")               20,000 shares             $5.00                  100,000
                                          316,043 shares             $6.00                1,896,258
                                           12,500 shares             $6.13                   76,563
                                         ---------------                                  ----------

                                          976,909 shares              (1)                $4,532,068(2)             $1,373.22
Common Stock issuable upon exercise
of options which may be granted
under the 1991 Plan                    4,023,091  shares             $6.00              $24,138,546                $7,313.98
Common Stock issuable upon exercise
of options and other stock-based
awards granted and outstanding under
other employee benefit plans
("Benefit Plans")                          20,000 shares            $6.00(5)               $120,000(6)            $    36.36

                                                              TOTAL                     $28,790,614                $8,723.56
====================================                                                 =====================  ======================
(Footnotes begin on next page)

                                                                       
                                        

<PAGE>



---------------------------------------
<FN>

(Footnotes to chart on previous page)


(1)      Represents the exercise  prices payable for the 976,909 shares that may
         be acquired  pursuant to outstanding  options  granted  pursuant to the
         1991 Plan.

(2)      Represents  the  aggregate of the  exercise  prices  multiplied  by the
         respective number of options outstanding pursuant to the 1991 Plan.

(3)      Based upon the last sale  price of the Common  Stock,  as  reported  by
         Nasdaq,  on January 22, 1997, in  accordance  with Rule 457(c) and Rule
         457(h) (1)  promulgated  under the  Securities  Act of 1933, as amended
         ("Securities Act").

(4)      The proposed  maximum  aggregate  offering  price is the product of the
         proposed  maximum  offering price per share  referenced in footnote (3)
         above, as multiplied by the maximum number of securities issuable under
         the 1991 Plan.

(5)      Represents  the exercise  price  payable for the shares of Common Stock
         acquirable under outstanding options granted pursuant to Benefit Plans.

(6)      The  proposed  maximum  aggregate  offering  price  is  the  sum of the
         exercise  prices  of  the  options  granted  under  Benefit  Plans,  in
         accordance with Rule 457(h) under the Securities Act.
</FN>
</TABLE>

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


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

         The  Registration  Statement,  including all exhibits and  attachments,
contains 17 pages. The Exhibit Index may be found on page 9 of the consecutively
numbered pages of the Registration Statement.

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

                                                                       
                                        2

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information *

Item 2.   Registrant Information and 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, and the Note to Part I of the Instructions to Form
S-8.
































                                                                       
                                        3

<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  ("Commission") are incorporated by reference
in this Registration Statement:

         (a)      The Registrant's  latest  prospectus dated July 30, 1996 filed
                  pursuant to Rule 424(b) under the Securities Act that contains
                  audited  financial  statements  for  the  Registrant's  latest
                  fiscal  year,   ending   January  31,  1996,  for  which  such
                  statements have been filed.

         (b)      The  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
                  quarterly periods ended July 31, 1996 and October 31, 1996 and
                  Current Report on Form 8-K dated January 16, 1997,  filed with
                  the  Commission  pursuant  to  Section  13  or  15(d)  of  the
                  Securities Exchange Act of 1934 ("Exchange Act");

         (c)      The  description  of the  Registrant's  common stock par value
                  $.0001   per  share   ("Common   Stock")   contained   in  the
                  Registrant's  8-A   Registration   Statement  filed  with  the
                  Commission  pursuant  to Section  12(g) of 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.

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is  threatened  to be made a party  to any  threatened,  pending,  or  completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,  partnership,
joint venture, trust, or other enterprise, against expenses (including

                                                                       
                                        4

<PAGE>



attorneys' fees), judgments,  fines, and amounts paid in settlement actually and
reasonably  incurred by such person in  connection  with such action,  suit,  or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to  believe  that such  person's  conduct  was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause to believe  that such  person's  conduct was
unlawful.

         In the case of an action by or in the right of the corporation, Section
145 empowers a  corporation  to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities  set forth above against  expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably  believed to be in and not opposed to the
best interests of the corporation,  except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is adjudged to
be liable to the  corporation  unless and only to the  extent  that the Court of
Chancery or the court in which such action or suit was brought  determines  upon
application  that,  despite the  adjudicate  of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
deems  proper.  Section 145 further  provides:  that a Delaware  corporation  is
required to indemnify a director,  officer,  employee, or agent against expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection  with any action,  suit,  or  proceeding  or in defense of any claim,
issue,  or matter  therein as to which such  person has been  successful  on the
merits or otherwise;  that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  that  indemnification  provided  for by  Section  145  shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee,  or agent and shall  inure to the
benefit of such person's heirs, executors, and administrators;  and empowers the
corporation  to  purchase  and  maintain  insurance  on behalf of a director  or
officer  against any such  liability  asserted  against  such person in any such
capacity  or  arising  out of such  person's  status as such  whether or not the
corporation  would  have the power to  indemnify  him  against  liability  under
Section  145.  A  Delaware  corporation  may  provide  indemnification  only  as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable standard of conduct. Such determination is to be made (i)
by the board of directors by a majority vote of a quorum consisting of directors
who were not party to such action, suit, or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal counsel in a written  opinion,  or (iii) by the
stockholders.

         Section  7.5 of the  Registrant's  By-Laws  and  Article  Ninth  of its
Amended and Restated  Certificate of Incorporation  provides for indemnification
of directors and officers of the Company to the fullest extent permitted by law,
as now in effect or later amended.

         The Registrant has also entered into  indemnification  agreements  with
each of its directors and executive  officers.  The  indemnification  agreements
provide that the  directors and executive  officers will be  indemnified  to the
fullest extent permitted by applicable law. The indemnification  agreements also
provide that expenses incurred by an officer or director in defending a civil or
criminal action, suit, or proceeding may be paid by the Registrant in advance of
final  disposition upon receipt of an undertaking by or on behalf of such person
to repay such  amount if it  ultimately  is  determined  that such person is not
entitled to be indemnified by the Registrant.

                                                                       
                                        5

<PAGE>



         The Registrant currently provides liability insurance for each director
and certain  officers  for certain  losses  arising  from claims or charges made
against  them while acting in their  capacities  as directors or officers of the
Registrant.

         Article   Eighth   of  the   Registrant's   Restated   Certificate   of
Incorporation  eliminates  the  personal  liability  of  the  directors  of  the
Registrant to the fullest  extent  permitted by the provisions of Section 102 of
the  Delaware  General   Corporation  Law,  as  the  same  may  be  amended  and
supplemented.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.
<TABLE>
<CAPTION>

      Exhibit No.                   Description
     <S>                                      <C>   

         4.1                        1991 Employee Incentive Plan of the Registrant (incorporated by
                                    reference to Exhibit 10.17 from Amendment No. 1 to the
                                    Registrant's Registration Statement on Form S-1, File No. 333-
                                    05273 ("Registration Statement"))

         4.2                        Stock Option Agreement for the purchase of 10,000 shares
                                    between the Registrant and Arnold B. Pollard

         4.3                        Stock Option Agreement for the purchase of 10,000 shares
                                    between the Registrant and John P. Margaritis

         5.1                        Opinion of Graubard Mollen & Miller

         23.1                       Consent of KPMG Peat Marwick LLP, independent accountants for
                                    Registrant

         23.2                       Consent of Graubard Mollen & Miller (included in Exhibit 5.1)
</TABLE>

                                                                       
                                        6

<PAGE>



Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

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

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

     (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;

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 Exchange Act that are incorporated by reference in the Registration
Statement.

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

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

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

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

                                                                       
                                        7

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 22nd day of
January 1997.

                                                     GKN HOLDING CORP.

                                                   By: /s/ Peter R. Kent
                                                      ---------------------
                                                          Peter R. Kent
                                                   Chief Operating Officer and
                                                      Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints David M. Nussbaum and Peter M. Kent 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
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, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
<S>                                                     <C>                                          <C>    

/s/ David M. Nussbaum                     Chairman of the Board and Chief                     January 22, 1997
--------------------------                Executive Officer
David M. Nussbaum                         (and Principal Executive
                                          Officer)  
                                            
/s/ Roger N. Gladstone                    President and Director                              January 22, 1997
---------------------------
Roger N. Gladstone

/s/ Peter R. Kent                         Chief Operating Officer, Chief                      January 22, 1997
---------------------------               Financial Officer and Director
Peter R. Kent                             (and Principal Accounting
                                           and Financial Officer)

/s/ Lester Rosenkrantz                    Executive Vice President and                        January 22, 1997
----------------------------              Director
Lester Rosenkrantz
                          
/s/ John P. Margaritis                    Director                                            January 22, 1997
------------------------------
John P. Margaritis

/s/ Arnold B. Pollard                     Director                                            January 22, 1997
-------------------------------
Arnold B. Pollard

/s/ James Krantz                          Director                                            January 22, 1997
-------------------------------
James Krantz
</TABLE>

                                       8

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


Exhibit No.                Description                                                                  Page
<S>                             <C>                                                                     <C>   

4.1                        1991 Employee Incentive Plan (incorporated by reference
                           to Exhibit 10.17 from Amendment No. 1 to the Registrant's
                           Registration Statement on Form S-1, File No. 333-05273
                           ("Registration Statement"))

4.2                        Stock Option Agreement for the purchase
                           of 10,000 shares between the Registrant
                           and Arnold B. Pollard                                                         10

4.3                        Stock Option Agreement for the purchase
                           of 10,000 shares between the Registrant
                           and John P. Margaritis                                                        13

5.1                        Opinion of Graubard Mollen & Miller                                           16

23.1                       Consent of KMPG Peat Marwick LLP, independent
                           accountants for Registrant                                                    17

23.2                       Consent of Graubard Mollen & Miller
                           (included in Exhibit 5.1)
</TABLE>

                                                                      
                                        9

<PAGE>
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{"company-data": {"conformed-name": "GKN HOLDING CORP", "cik": "0000814774", "assigned-sic": "6211", "irs-number": "133414302", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20273", "film-number": "97509744"}, "business-address": {"street1": "61 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10006", "phone": "2125093800"}, "mail-address": {"street1": "61 BROADWAY", "street2": "61 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10006"}}
As filed with the Securities and Exchange Commission on January 23, 1997
                                                 Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                GKN HOLDING CORP.
             (Exact name of registrant as specified in its charter)

            Delaware                                          13-3414302
   (State or Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                                   61 BROADWAY
                            NEW YORK, NEW YORK 10006
                    (Address of principal executive offices)

                          1991 EMPLOYEE INCENTIVE PLAN

                                       AND

                          OTHER EMPLOYEE BENEFIT PLANS

                            (Full title of the Plans)

                                 PETER R. KENT,
               Chief Operating Officer and Chief Financial Officer
                                GKN Holding Corp.
                                   61 Broadway
                            New York, New York 10006
                                 (212) 509-3800
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                             DAVID ALAN MILLER, Esq.
                            Graubard Mollen & Miller
                                600 Third Avenue
                            New York, New York 10016
                                 (212) 818-8800

                         CALCULATION OF REGISTRATION FEE
Proposed               Proposed
                                                                    maximum                 maximum
        Title of Securities               Amount to be           offering price            aggregate              Amount of
          to be registered                 registered              per share            offering price         registration fee
====================================  =====================  ======================  =====================  ======================
Common Stock issuable upon exercise       168,000 shares             $2.20                 $369,600
of options granted and outstanding        420,366 shares             $4.50                1,891,647
under the Registrant's 1991 Employee       40,000 shares             $4.95                  198,000
Incentive Plan ("1991 Plan")               20,000 shares             $5.00                  100,000
                                          316,043 shares             $6.00                1,896,258
                                           12,500 shares             $6.13                   76,563
                                         ---------------                                  ----------

                                          976,909 shares              (1)                $4,532,068(2)             $1,373.22
Common Stock issuable upon exercise
of options which may be granted
under the 1991 Plan                    4,023,091  shares             $6.00              $24,138,546                $7,313.98
Common Stock issuable upon exercise
of options and other stock-based
awards granted and outstanding under
other employee benefit plans
("Benefit Plans")                          20,000 shares            $6.00(5)               $120,000(6)            $    36.36

                                                              TOTAL                     $28,790,614                $8,723.56
====================================                                                 =====================  ======================
(Footnotes begin on next page)
---------------------------------------
(Footnotes to chart on previous page)

(1)      Represents the exercise  prices payable for the 976,909 shares that may
         be acquired  pursuant to outstanding  options  granted  pursuant to the
         1991 Plan.

(2)      Represents  the  aggregate of the  exercise  prices  multiplied  by the
         respective number of options outstanding pursuant to the 1991 Plan.

(3)      Based upon the last sale  price of the Common  Stock,  as  reported  by
         Nasdaq,  on January 22, 1997, in  accordance  with Rule 457(c) and Rule
         457(h) (1)  promulgated  under the  Securities  Act of 1933, as amended
         ("Securities Act").

(4)      The proposed  maximum  aggregate  offering  price is the product of the
         proposed  maximum  offering price per share  referenced in footnote (3)
         above, as multiplied by the maximum number of securities issuable under
         the 1991 Plan.

(5)      Represents  the exercise  price  payable for the shares of Common Stock
         acquirable under outstanding options granted pursuant to Benefit Plans.

(6)      The  proposed  maximum  aggregate  offering  price  is  the  sum of the
         exercise  prices  of  the  options  granted  under  Benefit  Plans,  in
         accordance with Rule 457(h) under the Securities Act.
---------------------

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

         The  Registration  Statement,  including all exhibits and  attachments,
contains 17 pages. The Exhibit Index may be found on page 9 of the consecutively
numbered pages of the Registration Statement.

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

                                                                       
                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information *

Item 2.   Registrant Information and 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, and the Note to Part I of the Instructions to Form
S-8.

                                                                       
                                        3
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  ("Commission") are incorporated by reference
in this Registration Statement:

         (a)      The Registrant's  latest  prospectus dated July 30, 1996 filed
                  pursuant to Rule 424(b) under the Securities Act that contains
                  audited  financial  statements  for  the  Registrant's  latest
                  fiscal  year,   ending   January  31,  1996,  for  which  such
                  statements have been filed.

         (b)      The  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
                  quarterly periods ended July 31, 1996 and October 31, 1996 and
                  Current Report on Form 8-K dated January 16, 1997,  filed with
                  the  Commission  pursuant  to  Section  13  or  15(d)  of  the
                  Securities Exchange Act of 1934 ("Exchange Act");

         (c)      The  description  of the  Registrant's  common stock par value
                  $.0001   per  share   ("Common   Stock")   contained   in  the
                  Registrant's  8-A   Registration   Statement  filed  with  the
                  Commission  pursuant  to Section  12(g) of 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.

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is  threatened  to be made a party  to any  threatened,  pending,  or  completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,  partnership,
joint venture, trust, or other enterprise, against expenses (including

                                                                       
                                        4
attorneys' fees), judgments,  fines, and amounts paid in settlement actually and
reasonably  incurred by such person in  connection  with such action,  suit,  or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to  believe  that such  person's  conduct  was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause to believe  that such  person's  conduct was
unlawful.

         In the case of an action by or in the right of the corporation, Section
145 empowers a  corporation  to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities  set forth above against  expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably  believed to be in and not opposed to the
best interests of the corporation,  except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is adjudged to
be liable to the  corporation  unless and only to the  extent  that the Court of
Chancery or the court in which such action or suit was brought  determines  upon
application  that,  despite the  adjudicate  of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
deems  proper.  Section 145 further  provides:  that a Delaware  corporation  is
required to indemnify a director,  officer,  employee, or agent against expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection  with any action,  suit,  or  proceeding  or in defense of any claim,
issue,  or matter  therein as to which such  person has been  successful  on the
merits or otherwise;  that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  that  indemnification  provided  for by  Section  145  shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee,  or agent and shall  inure to the
benefit of such person's heirs, executors, and administrators;  and empowers the
corporation  to  purchase  and  maintain  insurance  on behalf of a director  or
officer  against any such  liability  asserted  against  such person in any such
capacity  or  arising  out of such  person's  status as such  whether or not the
corporation  would  have the power to  indemnify  him  against  liability  under
Section  145.  A  Delaware  corporation  may  provide  indemnification  only  as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable standard of conduct. Such determination is to be made (i)
by the board of directors by a majority vote of a quorum consisting of directors
who were not party to such action, suit, or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal counsel in a written  opinion,  or (iii) by the
stockholders.

         Section  7.5 of the  Registrant's  By-Laws  and  Article  Ninth  of its
Amended and Restated  Certificate of Incorporation  provides for indemnification
of directors and officers of the Company to the fullest extent permitted by law,
as now in effect or later amended.

         The Registrant has also entered into  indemnification  agreements  with
each of its directors and executive  officers.  The  indemnification  agreements
provide that the  directors and executive  officers will be  indemnified  to the
fullest extent permitted by applicable law. The indemnification  agreements also
provide that expenses incurred by an officer or director in defending a civil or
criminal action, suit, or proceeding may be paid by the Registrant in advance of
final  disposition upon receipt of an undertaking by or on behalf of such person
to repay such  amount if it  ultimately  is  determined  that such person is not
entitled to be indemnified by the Registrant.

                                                                       
                                        5
The Registrant currently provides liability insurance for each director
and certain  officers  for certain  losses  arising  from claims or charges made
against  them while acting in their  capacities  as directors or officers of the
Registrant.

         Article   Eighth   of  the   Registrant's   Restated   Certificate   of
Incorporation  eliminates  the  personal  liability  of  the  directors  of  the
Registrant to the fullest  extent  permitted by the provisions of Section 102 of
the  Delaware  General   Corporation  Law,  as  the  same  may  be  amended  and
supplemented.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit No.                   Description
4.1                        1991 Employee Incentive Plan of the Registrant (incorporated by
                                    reference to Exhibit 10.17 from Amendment No. 1 to the
                                    Registrant's Registration Statement on Form S-1, File No. 333-
                                    05273 ("Registration Statement"))

         4.2                        Stock Option Agreement for the purchase of 10,000 shares
                                    between the Registrant and Arnold B. Pollard

         4.3                        Stock Option Agreement for the purchase of 10,000 shares
                                    between the Registrant and John P. Margaritis

         5.1                        Opinion of Graubard Mollen & Miller

         23.1                       Consent of KPMG Peat Marwick LLP, independent accountants for
                                    Registrant

         23.2                       Consent of Graubard Mollen & Miller (included in Exhibit 5.1)
6
Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

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

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

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective  date of the  Registration  Statement  (or the most  recent  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;

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 Exchange Act that are incorporated by reference in the Registration
Statement.

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

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

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

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

                                                                       
                                        7
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 22nd day of
January 1997.

                                                     GKN HOLDING CORP.

                                                   By: /s/ Peter R. Kent
                                                      ---------------------
                                                          Peter R. Kent
                                                   Chief Operating Officer and
                                                      Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints David M. Nussbaum and Peter M. Kent 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
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, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
/s/ David M. Nussbaum                     Chairman of the Board and Chief                     January 22, 1997
--------------------------                Executive Officer
David M. Nussbaum                         (and Principal Executive
                                          Officer)  
                                            
/s/ Roger N. Gladstone                    President and Director                              January 22, 1997
---------------------------
Roger N. Gladstone

/s/ Peter R. Kent                         Chief Operating Officer, Chief                      January 22, 1997
---------------------------               Financial Officer and Director
Peter R. Kent                             (and Principal Accounting
                                           and Financial Officer)

/s/ Lester Rosenkrantz                    Executive Vice President and                        January 22, 1997
----------------------------              Director
Lester Rosenkrantz
                          
/s/ John P. Margaritis                    Director                                            January 22, 1997
------------------------------
John P. Margaritis

/s/ Arnold B. Pollard                     Director                                            January 22, 1997
-------------------------------
Arnold B. Pollard

/s/ James Krantz                          Director                                            January 22, 1997
-------------------------------
James Krantz
8
EXHIBIT INDEX
Exhibit No.                Description                                                                  Page
4.1                        1991 Employee Incentive Plan (incorporated by reference
                           to Exhibit 10.17 from Amendment No. 1 to the Registrant's
                           Registration Statement on Form S-1, File No. 333-05273
                           ("Registration Statement"))

4.2                        Stock Option Agreement for the purchase
                           of 10,000 shares between the Registrant
                           and Arnold B. Pollard                                                         10

4.3                        Stock Option Agreement for the purchase
                           of 10,000 shares between the Registrant
                           and John P. Margaritis                                                        13

5.1                        Opinion of Graubard Mollen & Miller                                           16

23.1                       Consent of KMPG Peat Marwick LLP, independent
                           accountants for Registrant                                                    17

23.2                       Consent of Graubard Mollen & Miller
                           (included in Exhibit 5.1)
9