AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1998

                                                      REGISTRATION NO. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

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

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

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

                    NON-EMPLOYEE DIRECTORS' SHARE OPTION PLAN
                            (Full title of the Plan)

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
                                                          PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                            AMOUNT TO      OFFERING PRICE         AGGREGATE           AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED    BE REGISTERED(1)     PER SHARE(2)      OFFERING PRICE(2)   REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                    <C>               <C>                   <C>    
Common Shares, par value                185,625 shares         $29.76            $5,523,834            $1,629
(U.S.) $.01 per share
===================================================================================================================

</TABLE>

(1)  Such  presently  undeterminable  number of  additional  Common  Shares  are
     registered  hereunder  as may be issued  in the event of a  reorganization,
     recapitalization,  share  split,  share  dividend,  combination  of shares,
     issuance  of  rights  or any  other  change  in the  capital  or  corporate
     structure of the Company.


<PAGE>

(2)  Pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended,
     represents the average of (i) the exercise price of outstanding  options to
     purchase  Common  Shares  and (ii) the price  determined  pursuant  to Rule
     457(c)  estimated  based on the average of the high and low trading  prices
     for the  Common  Shares  on May 4, 1998 as  reported on the Nasdaq National
     Market.



                                   - 2 -


<PAGE>



                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


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





                                   - 1 -


<PAGE>



                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a) the Company's  Annual  Report on Form 10-K for the year ended  December
31, 1997 (the "1997 10-K"); and

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

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

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement. Any such statements
that are modified or  superseded  shall not be deemed,  except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

                                   - 2 -


<PAGE>




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

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

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

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

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

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

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

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

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.     EXHIBITS.

     The following are filed as exhibits to this Registration Statement.


                                      -3-

<PAGE>

     4.1    Amended and Restated   Memorandum  of  Association  of  the  Company
            (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to  the
            Company's  Registration  Statement  on  Form  F-1, Registration  No.
            333-5266)

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

     4.3    Amended  and  Restated  Non-Employee   Directors'  Share Option Plan
            (incorporated by reference to Exhibit 10.7 to the Company's   Annual
            Report on Form 10-K for the year ended December 31, 1996)

     *5     Opinion of Harry B. Sands & Company regarding legality of the Common
            Shares being registered

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

     *23.2  Consent of Arthur Andersen LLP

     *24    Power of Attorney (included on signature page)



__________________

     *    Filed herewith

                                   - 4 -

<PAGE>



ITEM 9.     UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

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

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

            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  this  Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and

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

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

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

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

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the provisions  described in Item 6, above, or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   - 5 -


<PAGE>



                                 SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  in its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Nassau, Commonwealth of The Bahamas on the 6th day of
May, 1998.

                                    STEINER LEISURE LIMITED


                                    By:/S/ CLIVE E. WARSHAW
                                       -----------------------------------------
                                       Clive E. Warshaw
                                       Chairman of the Board and
                                       Chief Executive Officer

                              POWER OF ATTORNEY

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

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

          SIGNATURE                       TITLE(S)                     DATE
          ---------                       --------                     ----

/S/ CLIVE E. WARSHAW          Chairman of the Board and Chief        May 6, 1998
----------------------------    Executive Officer (Principal
Clive E. Warshaw                Executive Officer)
                 

/S/ LEONARD I. FLUXMAN        Director, Chief Operating Officer      May 6, 1998
----------------------------     and Chief Financial Officer and 
Leonard I. Fluxman               Authorized Representative in the
                                 United States (Principal Financial
                                 and Accounting Officer)

/S/ MICHELE STEINER WARSHAW   Director                               May 6, 1998
----------------------------
Michele Steiner Warshaw

/S/ CHARLES D. FINKELSTEIN    Director                               May 6, 1998
----------------------------
Charles D. Finkelstein

/S/ JONATHAN D. MARINER       Director                               May 6, 1998
----------------------------
Jonathan D. Mariner

/S/ STEVEN J. PRESTON         Director                               May 6, 1998
----------------------------
Steven J. Preston




                                   - 6 -


<PAGE>



                                EXHIBIT INDEX


   4.1    Amended  and  Restated   Memorandum  of  Association  of  the  Company
          (incorporated  by  reference  to Exhibit 3.1 to Amendment No. 2 to the
          Company's  Registration  Statement  on  Form  F-1,  Registration   No.
          333-5266)

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

   4.3    Amended  and  Restated  Non-Employee   Directors'  Share  Option  Plan
          (incorporated  by reference to Exhibit  10.7 to the  Company's  Annual
          Report on Form 10-K for the year ended December 31, 1996)

   *5     Opinion of Harry B. Sands & Company  regarding  legality of the Common
          Shares being registered

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

   *23.2  Consent of Arthur Andersen LLP

   *24    Power of Attorney (included on signature page)



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

       *      Filed herewith


                                   - 7 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22554}]
{"company-data": {"conformed-name": "STEINER LEISURE LTD", "cik": "0001018946", "assigned-sic": "7200", "irs-number": "980164731", "state-of-incorporation": "C5", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52343", "film-number": "98615694"}, "business-address": {"street1": "STE 104 A SAFFREY SQUARE", "city": "NASSAU", "state": "C5", "zip": "00000", "phone": "8093560006"}, "mail-address": {"street1": "STE 104A", "street2": "SAFFREY SQ", "city": "NASSAU", "state": "C5", "zip": "00000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1998

                                                      REGISTRATION NO. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

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

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

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

                    NON-EMPLOYEE DIRECTORS' SHARE OPTION PLAN
                            (Full title of the Plan)

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                          PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                            AMOUNT TO      OFFERING PRICE         AGGREGATE           AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED    BE REGISTERED(1)     PER SHARE(2)      OFFERING PRICE(2)   REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Shares, par value                185,625 shares         $29.76            $5,523,834            $1,629
(U.S.) $.01 per share
===================================================================================================================
(1)  Such  presently  undeterminable  number of  additional  Common  Shares  are
     registered  hereunder  as may be issued  in the event of a  reorganization,
     recapitalization,  share  split,  share  dividend,  combination  of shares,
     issuance  of  rights  or any  other  change  in the  capital  or  corporate
     structure of the Company.
(2)  Pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended,
     represents the average of (i) the exercise price of outstanding  options to
     purchase  Common  Shares  and (ii) the price  determined  pursuant  to Rule
     457(c)  estimated  based on the average of the high and low trading  prices
     for the  Common  Shares  on May 4, 1998 as  reported on the Nasdaq National
     Market.

                                   - 2 -
PART I

            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

                                   - 1 -
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a) the Company's  Annual  Report on Form 10-K for the year ended  December
31, 1997 (the "1997 10-K"); and

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

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

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement. Any such statements
that are modified or  superseded  shall not be deemed,  except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

                                   - 2 -
(b)  is or was, at the request of the company,  serving as a director,
               officer  or  liquidator  of, or in any other  capacity  is or was
               acting for,  another  company or a  partnership,  joint  venture,
               trust or other enterprise.

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

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

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

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

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

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

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

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.     EXHIBITS.

     The following are filed as exhibits to this Registration Statement.

                                      -3-
4.1    Amended and Restated   Memorandum  of  Association  of  the  Company
            (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to  the
            Company's  Registration  Statement  on  Form  F-1, Registration  No.
            333-5266)

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

     4.3    Amended  and  Restated  Non-Employee   Directors'  Share Option Plan
            (incorporated by reference to Exhibit 10.7 to the Company's   Annual
            Report on Form 10-K for the year ended December 31, 1996)

     *5     Opinion of Harry B. Sands & Company regarding legality of the Common
            Shares being registered

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

     *23.2  Consent of Arthur Andersen LLP

     *24    Power of Attorney (included on signature page)

__________________

     *    Filed herewith

                                   - 4 -
ITEM 9.     UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

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

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

            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  this  Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and

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

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

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

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

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the provisions  described in Item 6, above, or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   - 5 -
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  in its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Nassau, Commonwealth of The Bahamas on the 6th day of
May, 1998.

                                    STEINER LEISURE LIMITED

                                    By:/S/ CLIVE E. WARSHAW
                                       -----------------------------------------
                                       Clive E. Warshaw
                                       Chairman of the Board and
                                       Chief Executive Officer

                              POWER OF ATTORNEY

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

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

          SIGNATURE                       TITLE(S)                     DATE
          ---------                       --------                     ----

/S/ CLIVE E. WARSHAW          Chairman of the Board and Chief        May 6, 1998
----------------------------    Executive Officer (Principal
Clive E. Warshaw                Executive Officer)
                 

/S/ LEONARD I. FLUXMAN        Director, Chief Operating Officer      May 6, 1998
----------------------------     and Chief Financial Officer and 
Leonard I. Fluxman               Authorized Representative in the
                                 United States (Principal Financial
                                 and Accounting Officer)

/S/ MICHELE STEINER WARSHAW   Director                               May 6, 1998
----------------------------
Michele Steiner Warshaw

/S/ CHARLES D. FINKELSTEIN    Director                               May 6, 1998
----------------------------
Charles D. Finkelstein

/S/ JONATHAN D. MARINER       Director                               May 6, 1998
----------------------------
Jonathan D. Mariner

/S/ STEVEN J. PRESTON         Director                               May 6, 1998
----------------------------
Steven J. Preston

                                   - 6 -
EXHIBIT INDEX

   4.1    Amended  and  Restated   Memorandum  of  Association  of  the  Company
          (incorporated  by  reference  to Exhibit 3.1 to Amendment No. 2 to the
          Company's  Registration  Statement  on  Form  F-1,  Registration   No.
          333-5266)

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

   4.3    Amended  and  Restated  Non-Employee   Directors'  Share  Option  Plan
          (incorporated  by reference to Exhibit  10.7 to the  Company's  Annual
          Report on Form 10-K for the year ended December 31, 1996)

   *5     Opinion of Harry B. Sands & Company  regarding  legality of the Common
          Shares being registered

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

   *23.2  Consent of Arthur Andersen LLP

   *24    Power of Attorney (included on signature page)

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

       *      Filed herewith

                                   - 7 -