THE  REGISTRANT  REQUESTS  THAT THIS  REGISTRATION  STATEMENT  BECOME  EFFECTIVE
IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462

                                                  REGISTRATION NO. 333-
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2000
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

                                   ----------

                        ALLOU HEALTH & BEAUTY CARE, INC.
              (Exact name of registrant as specified in its charter
               and translation of Registrant's name into English)

                                   ----------
<TABLE>
<CAPTION>

<S>                                                                                <C>
                      DELAWARE                                                     11-2953972

(State or other jurisdiction of incorporation or organization)        (I.R.S. Employer Identification No.)

                                                                                  VICTOR JACOBS
                                                                              CHAIRMAN OF THE BOARD
                                                                           AND CHIEF EXECUTIVE OFFICER
                                                                        ALLOU HEALTH & BEAUTY CARE, INC.
                                                                               50 EMJAY BOULEVARD
                 50 EMJAY BOULEVARD                                        BRENTWOOD, NEW YORK  11717
              BRENTWOOD, NEW YORK 11717                                          (516) 273-4000
      (Address of Principal Executive Offices)                      (Name, address, and telephone number,
                                                                   including area code, of agent of service)
</TABLE>

                                   ----------

                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                                   ----------
                                   COPIES TO:

                             HENRY I. ROTHMAN, ESQ.
                                PARKER CHAPIN LLP
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                                 (212) 704-6000
                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================= =================== =================== ===================== ===============
           Title of Securities to                Amount to Be      Proposed Maximum     Proposed Maximum      Amount of
               Be Registered                    Registered (1)         Offering            Aggregate         Registration
                                                                   Price per Share       Offering Price          Fee
--------------------------------------------- ------------------- ------------------- --------------------- ---------------
<S>                                             <C>                         <C>             <C>                <C>
Class A Common Stock, par value $.001 per
value                                           53,750 shares               $10.00          $537,500           $141.90
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value                                           143,845 shares              $5.65           $812,724           $214.55
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value                                           10,000 shares               $6.50           $65,000             $17.16
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value                                           50,000 shares               $6.63           $331,500            $87.51
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value                                           50,000 shares               $8.50           $425,000           $112.20
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value                                           692,405 shares              $7.44          $5,151,493          $1360.00
============================================= =================== =================== ===================== ===============
                   TOTAL                       1,000,000 shares                            $7,323,217          $1933.32
============================================= =================== =================== ===================== ===============
</TABLE>
(1)  Pursuant to Rule 416 under the Securities Act of 1933, there shall also be
     deemed covered hereby such additional securities as may result from
     anti-dilution adjustments under the 1996 Stock Option Plan (the "1996
     Plan").
(2)  Calculated pursuant to Rule 457(c) and (h) based on the average of the bid
     and asked prices per share of the registrant's Common Stock on The American
     Stock Exchange on May 5, 2000.
================================================================================
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents filed by Allou Health & Beauty Care, Inc. (the
"Registrant") are incorporated by reference in this registration statement.

         (1) Annual Report on Form 10-K for the year ended March 31, 1999, filed
     on June 29, 1999, as amended (the "Annual Report").

         (2) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
     filed on August 16, 1999.

         (3) Quarterly Report on Form 10-Q for the quarter ended September 30,
     1999, filed on November 12, 1999.

         (4) Quarterly Report on Form 10-Q for the quarter ended December 31,
     1999, filed on February 14, 2000.

         (5) The description of the Registrant's Class A Common Stock, $.001 par
     value per share, and Class B Common Stock, $.001 par value per share,
     contained in the Registrant's Registration Statement on Form 8-A, filed on
     February 24, 1999 pursuant to Section 12 of the Securities Exchange Act of
     1934, including any amendment or report subsequently filed by the
     Registrant for the purpose of updating the information contained therein.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 date of filing of such
documents.

ITEM 4.     DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                      II-1
<PAGE>


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the General Corporation Law of the State of
Delaware permits indemnification of directors, officers and employees of
corporations under certain conditions and subject to certain limitations. In
addition, Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a corporation to provide, in its articles of incorporation,
that directors shall not have liability to the corporation or its stockholders
for monetary damages for breach of fiduciary duty, subject to certain prescribed
exceptions. Article Ninth of the Certificate of Incorporation of the Registrant
contains provisions for the indemnification of directors, officers and employees
within the limitations permitted by Section 145. In addition, Article Eighth of
the Certificate of Incorporation of the Registrant provides for the limitation
on the personal liability of directors permitted by Section 102(b)(7), subject
to the exceptions required thereby.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.     EXHIBITS

                  5.1      Opinion of Parker Chapin LLP.

                  23.1     Consent of Mayer Rispler & Company, P.C.

                  23.2     Consent of Parker Chapin LLP (included in the opinion
                           filed as Exhibit 5.1 hereto).

ITEM 9.     UNDERTAKINGS

                  (A)      The undersigned registrant hereby undertakes:

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

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

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

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


                                      II-2
<PAGE>

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the 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 or section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

                  (B) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (C) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
<PAGE>


                                SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Brentwood, State of New York, on the 8th day of
May, 2000.

                                        ALLOU HEALTH & BEAUTY CARE, INC.

                                        By:/s/ Victor Jacobs
                                           --------------------------------
                                               Victor Jacobs,
                                               Chairman of the Board and
                                               Chief Executive Officer

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>


                SIGNATURE                                TITLE                           DATE
                ---------                                -----                           ----

<S>                                                                                       <C>
          /s/ Victor Jacobs                   Chairman of the Board and               May 10, 2000
          --------------------                 Chief Executive Officer
              Victor Jacobs

          /s/ Herman Jacobs                     President and Director                May 10, 2000
          --------------------
              Herman Jacobs

          /s/ David Shamilzadeh                Chief Financial Officer,               May 10, 2000
          ---------------------               Chief Accounting Officer
            David Shamilzadeh                        and Director

          /s/ Jack Jacobs                              Director                       May 10, 2000
          --------------------
               Jack Jacobs

          /s/ Sol Naimark                              Director                       May 10, 2000
          --------------------
               Sol Naimark

          /s/ Jeffrey Berg                             Director                       May 10, 2000
          --------------------
              Jeffrey Berg

          /s/ Stuart Glasser                           Director                       May 10, 2000
          --------------------
             Stuart Glasser
</TABLE>

                                      II-4

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

            EXHIBIT NUMBER                             DESCRIPTION                              PAGE
            --------------                             -----------                              ----

                <S>              <C>
                 5.1            Opinion of Parker Chapin LLP.

                 23.1           Consent of Mayer Rispler & Company, P.C.

                 23.2           Consent of Parker Chapin LLP (included in the opinion
                                filed as Exhibit 5.1 hereto).
</TABLE>


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 16682}]
{"company-data": {"conformed-name": "ALLOU HEALTH & BEAUTY CARE INC", "cik": "0000846538", "assigned-sic": "5122", "irs-number": "112953972", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36702", "film-number": "624843"}, "business-address": {"street1": "50 EMJAY BLVD", "city": "BRENTWOOD", "state": "NY", "zip": "11717", "phone": "5162734000"}, "mail-address": {"street1": "50 EMJAY BLVD", "city": "BRENTWOOD", "state": "NY", "zip": "11717"}}
THE  REGISTRANT  REQUESTS  THAT THIS  REGISTRATION  STATEMENT  BECOME  EFFECTIVE
IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462

                                                  REGISTRATION NO. 333-
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2000
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

                                   ----------

                        ALLOU HEALTH & BEAUTY CARE, INC.
              (Exact name of registrant as specified in its charter
               and translation of Registrant's name into English)

                                   ----------
DELAWARE                                                     11-2953972

(State or other jurisdiction of incorporation or organization)        (I.R.S. Employer Identification No.)

                                                                                  VICTOR JACOBS
                                                                              CHAIRMAN OF THE BOARD
                                                                           AND CHIEF EXECUTIVE OFFICER
                                                                        ALLOU HEALTH & BEAUTY CARE, INC.
                                                                               50 EMJAY BOULEVARD
                 50 EMJAY BOULEVARD                                        BRENTWOOD, NEW YORK  11717
              BRENTWOOD, NEW YORK 11717                                          (516) 273-4000
      (Address of Principal Executive Offices)                      (Name, address, and telephone number,
                                                                   including area code, of agent of service)
----------

                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                                   ----------
                                   COPIES TO:

                             HENRY I. ROTHMAN, ESQ.
                                PARKER CHAPIN LLP
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                                 (212) 704-6000
                                   ----------

                         CALCULATION OF REGISTRATION FEE
============================================= =================== =================== ===================== ===============
           Title of Securities to                Amount to Be      Proposed Maximum     Proposed Maximum      Amount of
               Be Registered                    Registered (1)         Offering            Aggregate         Registration
                                                                   Price per Share       Offering Price          Fee
--------------------------------------------- ------------------- ------------------- --------------------- ---------------
Class A Common Stock, par value $.001 per
value                                           53,750 shares               $10.00          $537,500           $141.90
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value                                           143,845 shares              $5.65           $812,724           $214.55
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value                                           10,000 shares               $6.50           $65,000             $17.16
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value                                           50,000 shares               $6.63           $331,500            $87.51
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value                                           50,000 shares               $8.50           $425,000           $112.20
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value                                           692,405 shares              $7.44          $5,151,493          $1360.00
============================================= =================== =================== ===================== ===============
                   TOTAL                       1,000,000 shares                            $7,323,217          $1933.32
============================================= =================== =================== ===================== ===============
(1)  Pursuant to Rule 416 under the Securities Act of 1933, there shall also be
     deemed covered hereby such additional securities as may result from
     anti-dilution adjustments under the 1996 Stock Option Plan (the "1996
     Plan").
(2)  Calculated pursuant to Rule 457(c) and (h) based on the average of the bid
     and asked prices per share of the registrant's Common Stock on The American
     Stock Exchange on May 5, 2000.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents filed by Allou Health & Beauty Care, Inc. (the
"Registrant") are incorporated by reference in this registration statement.

         (1) Annual Report on Form 10-K for the year ended March 31, 1999, filed
     on June 29, 1999, as amended (the "Annual Report").

         (2) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
     filed on August 16, 1999.

         (3) Quarterly Report on Form 10-Q for the quarter ended September 30,
     1999, filed on November 12, 1999.

         (4) Quarterly Report on Form 10-Q for the quarter ended December 31,
     1999, filed on February 14, 2000.

         (5) The description of the Registrant's Class A Common Stock, $.001 par
     value per share, and Class B Common Stock, $.001 par value per share,
     contained in the Registrant's Registration Statement on Form 8-A, filed on
     February 24, 1999 pursuant to Section 12 of the Securities Exchange Act of
     1934, including any amendment or report subsequently filed by the
     Registrant for the purpose of updating the information contained therein.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 date of filing of such
documents.

ITEM 4.     DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                      II-1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the General Corporation Law of the State of
Delaware permits indemnification of directors, officers and employees of
corporations under certain conditions and subject to certain limitations. In
addition, Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a corporation to provide, in its articles of incorporation,
that directors shall not have liability to the corporation or its stockholders
for monetary damages for breach of fiduciary duty, subject to certain prescribed
exceptions. Article Ninth of the Certificate of Incorporation of the Registrant
contains provisions for the indemnification of directors, officers and employees
within the limitations permitted by Section 145. In addition, Article Eighth of
the Certificate of Incorporation of the Registrant provides for the limitation
on the personal liability of directors permitted by Section 102(b)(7), subject
to the exceptions required thereby.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.     EXHIBITS

                  5.1      Opinion of Parker Chapin LLP.

                  23.1     Consent of Mayer Rispler & Company, P.C.

                  23.2     Consent of Parker Chapin LLP (included in the opinion
                           filed as Exhibit 5.1 hereto).

ITEM 9.     UNDERTAKINGS

                  (A)      The undersigned registrant hereby undertakes:

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

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

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

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

                                      II-2
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the 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 or section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

                  (B) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (C) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Brentwood, State of New York, on the 8th day of
May, 2000.

                                        ALLOU HEALTH & BEAUTY CARE, INC.

                                        By:/s/ Victor Jacobs
                                           --------------------------------
                                               Victor Jacobs,
                                               Chairman of the Board and
                                               Chief Executive Officer

                  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                           DATE
                ---------                                -----                           ----
/s/ Victor Jacobs                   Chairman of the Board and               May 10, 2000
          --------------------                 Chief Executive Officer
              Victor Jacobs

          /s/ Herman Jacobs                     President and Director                May 10, 2000
          --------------------
              Herman Jacobs

          /s/ David Shamilzadeh                Chief Financial Officer,               May 10, 2000
          ---------------------               Chief Accounting Officer
            David Shamilzadeh                        and Director

          /s/ Jack Jacobs                              Director                       May 10, 2000
          --------------------
               Jack Jacobs

          /s/ Sol Naimark                              Director                       May 10, 2000
          --------------------
               Sol Naimark

          /s/ Jeffrey Berg                             Director                       May 10, 2000
          --------------------
              Jeffrey Berg

          /s/ Stuart Glasser                           Director                       May 10, 2000
          --------------------
             Stuart Glasser
II-4
EXHIBIT INDEX
EXHIBIT NUMBER                             DESCRIPTION                              PAGE
            --------------                             -----------                              ----
5.1            Opinion of Parker Chapin LLP.

                 23.1           Consent of Mayer Rispler & Company, P.C.

                 23.2           Consent of Parker Chapin LLP (included in the opinion
                                filed as Exhibit 5.1 hereto).
II-5