As filed with the Securities and Exchange Commission on October 24, 1997
                                                               File No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                          American Safety Razor Company
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                54-1050207
  (State or Other Jurisdiction         (I.R.S. Employer Identification No.)
of Incorporation or Organization)

              P.O. Box 500
           Staunton, Virginia                       24402-0500
(Address of Principal Executive Offices)            (Zip Code)

                 American Safety Razor Company Stock Option Plan
                            (Full Title of the Plan)

                                Thomas G. Kasvin
                          American Safety Razor Company
                                  P.O. Box 500
                          Staunton, Virginia 24402-0500
                     (Name and Address of Agent For Service)

                                 (540) 248-8000
          (Telephone Number, Including Area Code, of Agent For Service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                                  Proposed           Proposed Maximum       Amount of
        Title of Securities               Amount to be        Maximum Offering      Aggregate Offering     Registration
          to be Registered                 Registered        Price Per Share(1)          Price(1)              Fee
<S>                                           <C>                   <C>                   <C>                  <C>

Common Stock ($.01 per share
par value).........................     250,000 Shares            $17.00(2)           $4,250,000(2)         $1287.88


(1)     Estimated solely for the purpose of calculating the registration fee.
(2)     Pursuant to Rule 457(h)(1),  computed on the basis of the average of the
        high and low prices of the Registrant's  Common Stock as reported on the
        Nasdaq National Market on October 21, 1997.

</TABLE>





<PAGE>



                     STATEMENT OF INCORPORATION BY REFERENCE



        The contents of the Form S-8 Registration Statement (File No. 33-73983),
filed by the registrant  with the Securities and Exchange  Commission on January
11, 1994, and the Form S-8 Registration Statement (File No. 33-96984),  filed by
the  registrant  with the  Securities  and Exchange  Commission on September 14,
1995,  each with respect to the American  Safety Razor Company Stock Option Plan
are incorporated herein by reference as if set forth in their entirety herein.




<PAGE>



                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on this 24th day of October, 1997.

                                           AMERICAN SAFETY RAZOR COMPANY


                                           By: /s/ Thomas G. Kasvin
                                               --------------------
                                               Thomas G. Kasvin
                                               Senior Vice President and
                                               Assistant Secretary







<PAGE>




                                POWER OF ATTORNEY

           Each person whose  signature  appears  below hereby  constitutes  and
appoints  William C.  Weathersby and Thomas G. Kasvin and each of them, the true
and lawful  attorneys-in-fact and agents of the undersigned,  with full power of
substitution  and  resubstitution,  for and in the name,  place and stead of the
undersigned,  in any  and  all  capacities,  to  sign  any  and  all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities and Exchange  Commission,  and hereby grants to
such 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,
as fully to all intents and  purposes  as the  undersigned  might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agents, or any of them, or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
registration  statement has been signed below by the following  persons in their
respective capacities on this 24th day of October, 1997.

      Signature                               Title


/s/ Thomas H. Quinn                Chairman of the Board and
---------------------------        Chief Executive Officer
Thomas H. Quinn                    (Principal Executive Officer)


/s/ William C. Weathersby          Director, President and
---------------------------        Chief Operating Officer
William C. Weathersby



/s/ Thomas G. Kasvin               Senior Vice President and
---------------------------        Chief Financial Officer
Thomas G. Kasvin                   (Principal Financial and
                                   Accounting Officer)



/s/ William C. Ballard, Jr.        Director
---------------------------
William C. Ballard, Jr.




/s/ Jonathan F. Boucher            Director, Vice President and
---------------------------        Assistant Secretary
Jonathan F. Boucher



/s/ D. Patrick Curran              Director
---------------------------
D. Patrick Curran



/s/ John W. Jordan II              Director
---------------------------
John W. Jordan II



/s/ John R. Lowden                 Director
---------------------------
John R. Lowden



/s/ Paul D. Rhines                 Director
---------------------------
Paul D. Rhines



/s/ David W. Zalaznick             Director
---------------------------
David W. Zalaznick

<PAGE>



                                  EXHIBIT INDEX



  Exhibit
  Number           Description of Exhibit
  ------           ----------------------

   5               Opinion of Mayer, Brown & Platt
   10              Second Amendment to American Safety
                   Razor Company Stock Option Plan
   23.1            Consent of Coopers & Lybrand, L.L.P.
   23.2            Consent of Mayer, Brown & Platt (included
                   in the opinion filed as Exhibit 5 hereto)
   24              Powers of Attorney (included on the
                   signature page of the Registration Statement)





<PAGE>



                                                           EXHIBIT 5


                               OPINION OF COUNSEL


                                                           October 24, 1997


American Safety Razor Company
P.O. Box 500
Staunton, Virginia 24402-0500

Ladies and Gentlemen:

     We are acting as special  counsel to American  Safety  Razor  Company  (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended,  of up to 250,000  shares of its Common  Stock,  $.01 par value (the
"Shares"),  to be offered  pursuant to the American  Safety Razor  Company Stock
Option Plan (the "Stock Option Plan"). In connection therewith, we have examined
or are otherwise familiar with the Company's Amended and Restated Certificate of
Incorporation,  the  Company's  Amended and Restated  By-Laws,  the Stock Option
Plan, each as amended to date, the Company's  Registration Statement on Form S-8
(the "Registration  Statement") relating to the Shares,  relevant resolutions of
the Board of Directors of the Company,  and such other documents and instruments
as we have deemed necessary for the purposes of this opinion.

         We have  assumed the  authenticity  and  completeness  of all  records,
certificates and other instruments submitted to us as originals,  the conformity
to  original  documents  of all  records,  certificates  and  other  instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records,  certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.

     Based upon the  foregoing,  we are of the opinion  that the Shares are duly
authorized for issuance and when issued in accordance with the provisions of the
Stock Option Plan will be legally issued,  fully paid and non-assessable  shares
of the Company.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration Statement.


                                              Very truly yours,



                                              /s/ Mayer, Brown & Platt




<PAGE>



                                                           EXHIBIT 10


                          AMERICAN SAFETY RAZOR COMPANY

                      SECOND AMENDMENT TO STOCK OPTION PLAN


         This Second  Amendment  to Stock  Option Plan (the  "Plan") of American
Safety  Razor  Company  (the  "Company")  is  dated  as of  May  20,  1997  (the
"Amendment").

         WHEREAS,  the Board of Directors  (the "Board") of the Company  adopted
the  Plan on May 24,  1993 to  advance  the  interests  of the  Company  and its
subsidiaries,  to  strengthen  the  Company's  ability to attract and retain its
directors  and employees  and to provide such  directors  and employees  with an
opportunity to acquire an equity interest in the Company;

         WHEREAS,  the Board  approved  this  Amendment in order to increase the
number of shares of the Company's  Common  Stock,  par value $.01 per share (the
"Common Stock")  reserved for issuance under the plan from 500,000 to 750,000 in
order to retain flexibility in awarding shares of Common Stock under the Plan;

         WHEREAS, the stockholders of the Company have, at a meeting duly called
and held by the Company on May 20, 1997,  approved the increase in the number of
shares of Common Stock reserved for issuance under the Plan;

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1.  Section 4.1 of the Plan is hereby  amended by  deleting  the number
"500,000" and substituting therefor "750,000".

         2. Except as herein  amended,  the Plan shall  remain in full force and
effect and is ratified in all respects.  On and after the  effectiveness of this
Amendment,  each reference in the Plan to "this Plan,"  "hereunder,"  "hereof, "
"herein" or words of like  import,  and each  reference to the Plan in any other
agreements,  documents or  instruments  executed and  delivered  pursuant to the
Plan, shall mean and be a reference to the Plan, as amended by this Amendment.




<PAGE>


                                                           EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to  incorporation  by  reference  in this  registration  statement of
American  Safety Razor Company and  subsidiaries on Form S-8 of our report dated
February 4, 1997, on our audits of the  consolidated  financial  statements  and
financial   statement   schedule  of  American  Safety  Razor  Company  and  its
subsidiaries  as of December 31, 1996 and 1995, and for the years ended December
31, 1996,  1995 and 1994,  which report  appears in the December 31, 1996 annual
report on Form 10-K of American Safety Razor Company.



                                          /s/ Coopers & Lybrand, L.L.P.



Richmond, Virginia
October 22, 1997
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 12161}]
{"company-data": {"conformed-name": "AMERICAN SAFETY RAZOR CO", "cik": "0000750339", "assigned-sic": "3420", "irs-number": "541050207", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38779", "film-number": "97700819"}, "business-address": {"street1": "PO BOX 500", "city": "STAUNTON", "state": "VA", "zip": "24402-0500", "phone": "5042488000"}, "mail-address": {"street1": "PO BOX 500", "city": "STAUNTON", "state": "VA", "zip": "24402-0500"}}
As filed with the Securities and Exchange Commission on October 24, 1997
                                                               File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          American Safety Razor Company
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                54-1050207
  (State or Other Jurisdiction         (I.R.S. Employer Identification No.)
of Incorporation or Organization)

              P.O. Box 500
           Staunton, Virginia                       24402-0500
(Address of Principal Executive Offices)            (Zip Code)

                 American Safety Razor Company Stock Option Plan
                            (Full Title of the Plan)

                                Thomas G. Kasvin
                          American Safety Razor Company
                                  P.O. Box 500
                          Staunton, Virginia 24402-0500
                     (Name and Address of Agent For Service)

                                 (540) 248-8000
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
Proposed           Proposed Maximum       Amount of
        Title of Securities               Amount to be        Maximum Offering      Aggregate Offering     Registration
          to be Registered                 Registered        Price Per Share(1)          Price(1)              Fee
Common Stock ($.01 per share
par value).........................     250,000 Shares            $17.00(2)           $4,250,000(2)         $1287.88

(1)     Estimated solely for the purpose of calculating the registration fee.
(2)     Pursuant to Rule 457(h)(1),  computed on the basis of the average of the
        high and low prices of the Registrant's  Common Stock as reported on the
        Nasdaq National Market on October 21, 1997.
STATEMENT OF INCORPORATION BY REFERENCE

        The contents of the Form S-8 Registration Statement (File No. 33-73983),
filed by the registrant  with the Securities and Exchange  Commission on January
11, 1994, and the Form S-8 Registration Statement (File No. 33-96984),  filed by
the  registrant  with the  Securities  and Exchange  Commission on September 14,
1995,  each with respect to the American  Safety Razor Company Stock Option Plan
are incorporated herein by reference as if set forth in their entirety herein.
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on this 24th day of October, 1997.

                                           AMERICAN SAFETY RAZOR COMPANY

                                           By: /s/ Thomas G. Kasvin
                                               --------------------
                                               Thomas G. Kasvin
                                               Senior Vice President and
                                               Assistant Secretary
POWER OF ATTORNEY

           Each person whose  signature  appears  below hereby  constitutes  and
appoints  William C.  Weathersby and Thomas G. Kasvin and each of them, the true
and lawful  attorneys-in-fact and agents of the undersigned,  with full power of
substitution  and  resubstitution,  for and in the name,  place and stead of the
undersigned,  in any  and  all  capacities,  to  sign  any  and  all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities and Exchange  Commission,  and hereby grants to
such 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,
as fully to all intents and  purposes  as the  undersigned  might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agents, or any of them, or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
registration  statement has been signed below by the following  persons in their
respective capacities on this 24th day of October, 1997.

      Signature                               Title

/s/ Thomas H. Quinn                Chairman of the Board and
---------------------------        Chief Executive Officer
Thomas H. Quinn                    (Principal Executive Officer)

/s/ William C. Weathersby          Director, President and
---------------------------        Chief Operating Officer
William C. Weathersby

/s/ Thomas G. Kasvin               Senior Vice President and
---------------------------        Chief Financial Officer
Thomas G. Kasvin                   (Principal Financial and
                                   Accounting Officer)

/s/ William C. Ballard, Jr.        Director
---------------------------
William C. Ballard, Jr.

/s/ Jonathan F. Boucher            Director, Vice President and
---------------------------        Assistant Secretary
Jonathan F. Boucher

/s/ D. Patrick Curran              Director
---------------------------
D. Patrick Curran

/s/ John W. Jordan II              Director
---------------------------
John W. Jordan II

/s/ John R. Lowden                 Director
---------------------------
John R. Lowden

/s/ Paul D. Rhines                 Director
---------------------------
Paul D. Rhines

/s/ David W. Zalaznick             Director
---------------------------
David W. Zalaznick
EXHIBIT INDEX

  Exhibit
  Number           Description of Exhibit
  ------           ----------------------

   5               Opinion of Mayer, Brown & Platt
   10              Second Amendment to American Safety
                   Razor Company Stock Option Plan
   23.1            Consent of Coopers & Lybrand, L.L.P.
   23.2            Consent of Mayer, Brown & Platt (included
                   in the opinion filed as Exhibit 5 hereto)
   24              Powers of Attorney (included on the
                   signature page of the Registration Statement)
EXHIBIT 5

                               OPINION OF COUNSEL

                                                           October 24, 1997

American Safety Razor Company
P.O. Box 500
Staunton, Virginia 24402-0500

Ladies and Gentlemen:

     We are acting as special  counsel to American  Safety  Razor  Company  (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended,  of up to 250,000  shares of its Common  Stock,  $.01 par value (the
"Shares"),  to be offered  pursuant to the American  Safety Razor  Company Stock
Option Plan (the "Stock Option Plan"). In connection therewith, we have examined
or are otherwise familiar with the Company's Amended and Restated Certificate of
Incorporation,  the  Company's  Amended and Restated  By-Laws,  the Stock Option
Plan, each as amended to date, the Company's  Registration Statement on Form S-8
(the "Registration  Statement") relating to the Shares,  relevant resolutions of
the Board of Directors of the Company,  and such other documents and instruments
as we have deemed necessary for the purposes of this opinion.

         We have  assumed the  authenticity  and  completeness  of all  records,
certificates and other instruments submitted to us as originals,  the conformity
to  original  documents  of all  records,  certificates  and  other  instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records,  certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.

     Based upon the  foregoing,  we are of the opinion  that the Shares are duly
authorized for issuance and when issued in accordance with the provisions of the
Stock Option Plan will be legally issued,  fully paid and non-assessable  shares
of the Company.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration Statement.

                                              Very truly yours,

                                              /s/ Mayer, Brown & Platt
EXHIBIT 10

                          AMERICAN SAFETY RAZOR COMPANY

                      SECOND AMENDMENT TO STOCK OPTION PLAN

         This Second  Amendment  to Stock  Option Plan (the  "Plan") of American
Safety  Razor  Company  (the  "Company")  is  dated  as of  May  20,  1997  (the
"Amendment").

         WHEREAS,  the Board of Directors  (the "Board") of the Company  adopted
the  Plan on May 24,  1993 to  advance  the  interests  of the  Company  and its
subsidiaries,  to  strengthen  the  Company's  ability to attract and retain its
directors  and employees  and to provide such  directors  and employees  with an
opportunity to acquire an equity interest in the Company;

         WHEREAS,  the Board  approved  this  Amendment in order to increase the
number of shares of the Company's  Common  Stock,  par value $.01 per share (the
"Common Stock")  reserved for issuance under the plan from 500,000 to 750,000 in
order to retain flexibility in awarding shares of Common Stock under the Plan;

         WHEREAS, the stockholders of the Company have, at a meeting duly called
and held by the Company on May 20, 1997,  approved the increase in the number of
shares of Common Stock reserved for issuance under the Plan;

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1.  Section 4.1 of the Plan is hereby  amended by  deleting  the number
"500,000" and substituting therefor "750,000".

         2. Except as herein  amended,  the Plan shall  remain in full force and
effect and is ratified in all respects.  On and after the  effectiveness of this
Amendment,  each reference in the Plan to "this Plan,"  "hereunder,"  "hereof, "
"herein" or words of like  import,  and each  reference to the Plan in any other
agreements,  documents or  instruments  executed and  delivered  pursuant to the
Plan, shall mean and be a reference to the Plan, as amended by this Amendment.
EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to  incorporation  by  reference  in this  registration  statement of
American  Safety Razor Company and  subsidiaries on Form S-8 of our report dated
February 4, 1997, on our audits of the  consolidated  financial  statements  and
financial   statement   schedule  of  American  Safety  Razor  Company  and  its
subsidiaries  as of December 31, 1996 and 1995, and for the years ended December
31, 1996,  1995 and 1994,  which report  appears in the December 31, 1996 annual
report on Form 10-K of American Safety Razor Company.

                                          /s/ Coopers & Lybrand, L.L.P.

Richmond, Virginia
October 22, 1997