AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998
                                                    REGISTRATION NO. 333-


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

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

                            BLOCK DRUG COMPANY, INC.
             (Exact name of registrant as specified in its charter)
                                 --------------

             NEW JERSEY                        22-1375645
   (State or other jurisdiction of          (I.R.S. Employer
   incorporation or organization)          Identification No.)


                              257 CORNELISON AVENUE
                              JERSEY CITY, NJ 07302
                                 (201) 434-3000
                     (Name and address of agent for service)

                   BLOCK DRUG COMPANY, INC. STOCK OPTION PLAN
                            (Full Title of the Plan)
                                 ---------------

                              JOHN E. PETERS, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              257 CORNELISON AVENUE
                              JERSEY CITY, NJ 07302
                     (Name and address of agent for service)
                                 (201) 434-3000
                     (Telephone number, including area code,
                              of agent for service)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

================================================================================================================================
                                                               Proposed
                                                                Maximum              Proposed Maximum            Amount of
     Title of Securities            Amount to be            Offering Price          Aggregate Offering         Registration
      to be Registered              Registered(1)            Per Share(2)                Price(2)                   Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                    <C>                      <C>
Class A Common Stock,
par value $.10 per share          1,000,000 shares             $43.6875                $43,687,500              $12,887.81
================================================================================================================================
</TABLE>

(1) This Registration Statement also covers an indeterminate number of shares of
    Class A Common Stock that may be issuable by reason of stock splits, stock
    dividends or similar transactions in accordance with Rule 416 under the
    Securities Act of 1933, as amended.

(2) Calculated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as
    amended, based upon the average of the high and low sales prices of the
    Company's Class A Common Stock on the Nasdaq National Market as of May 29,
    1998.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


                  The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------   ---------------------------------------

                  The following documents filed with the Commission by Block
Drug Company, Inc. (the "Company") are incorporated herein by reference:

                  (a) The Company's Annual Report on Form 10-K for the fiscal 
year ended March 31, 1997;

                  (b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended June 30,1997, September 30, 1997 and December 31, 1997;
and

                  (c) The description of the Company's Class A Common Stock, par
value $.10 per share (the "Class A Common Stock"), contained in the Company's
Amended and Restated Certificate of Incorporation, which is attached hereto as
Exhibit 4.1.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement 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.




                                      II-1
<PAGE>

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
------   -----------------------------------------

                  Section 14A:3-5 of the New Jersey Business Corporation Act
generally allows New Jersey corporations to indemnify, and purchase insurance
for, directors, officers, employees, agents and certain other individuals
("corporate agents") who are subject to expenses and liabilities in connection
with proceedings involving such individuals by reason of their being such a
corporate agent (provided such individuals acted in a certain manner).

                  Under provisions of the Company's By-laws, any person
qualifying as a "corporate agent" for purposes of Section 14A:3-5 of the New
Jersey Business Corporation Act shall be indemnified by the Company to the full
extent permitted by law. In addition, the Company may purchase insurance on
behalf of such corporate agents against expenses and liabilities incurred in
their capacity as a corporate agent, whether or not indemnification for such
expenses and liabilities would be permitted by law. The Company presently
maintains insurance policies as described in the preceding sentence.


                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.
------   -----------------------------------

         Not applicable.

Item 8.  Exhibits.
------   --------

          4.1      --  Amended and Restated Certificate of Incorporation.

          4.2      --  Amended and Restated By-laws as amended through January
                       8, 1998.

          5.1      --  Opinion of John E. Peters, Esq.


                                    II-2

<PAGE>
          23.1     --  Consent of Coopers & Lybrand L.L.P.

          23.2     --  Consent of John E. Peters, Esq. (included in the opinion
                       filed as Exhibit 5 to this Registration Statement).

          24.1     --  Power of Attorney (included in the signature page to this
                       Registration Statement).

          99.1     --  Block Drug Company, Inc. Stock Option Plan.



Item 9.  Undertakings.
------   ------------

(a)               The undersigned registrant hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the 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 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 percent change
                           in maximum aggregate offering set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement.

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



                                      II-3
<PAGE>
                           Statement or any material change of such information 
                           of the Registration Statement;

provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) does not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

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

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

(b)               The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act 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 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 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 persons 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



                                      II-4
<PAGE>
                  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.


                                      II-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 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 Jersey City and State of New Jersey, on this 2nd
day of June, 1998.




                                   By:  /s/ John E. Peters
                                        ----------------------------------------
                                            John E. Peters
                                            Senior Vice President, Secretary and
                                            General Counsel





                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas R. Block, Melvin Kopp
and John E. Peters, each acting individually, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all 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, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.




                                      II-6
<PAGE>
                 Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed by the following persons in the
capacities indicated and on the date indicated.

<TABLE>
<CAPTION>


Signature                                   Title                                       Date
---------                                   -----                                       ----


<S>                                   <C>                                       <C>
/s/ James A. Block                          Chairman of the Board                     June 2, 1998
-----------------------------------
James A. Block

/s/ Thomas R. Block
-----------------------------------         President and Director                    June 2, 1998
Thomas R. Block

/s/ Michael C. Alfano
-----------------------------------         Senior Vice President,                    June 2, 1998
Michael C. Alfano                           Research & Technology and
                                            Director

/s/ Michael Danziger
-----------------------------------         Director                                  June 2, 1998
Michael Danziger

/s/ Peggy Danziger
-----------------------------------         Director                                  June 2, 1998
Peggy Danziger

/s/ Dominick DePaola
-----------------------------------         Director                                  June 2, 1998
Dominick DePaola

/s/ William T. Golden
-----------------------------------         Director                                  June 2, 1998
William T. Golden

/s/ Melvin Kopp 
-----------------------------------         Senior Vice President,                    June 2, 1998
Melvin Kopp                                 Chief Financial Officer
                                            and Director

                                      II-7

<PAGE>


Signature                                   Title                                       Date
---------                                   -----                                       ----

/s/ Donald H. LeSieur 
-----------------------------------         Executive Vice President,                 June 2, 1998
Donald H. LeSieur                           President, International
                                            Division and Director

/s/ Peter C. Mann 
-----------------------------------         President, U.S. Division                  June 2, 1998
Peter C. Mann                               and Director

/s/ John E. Peters
-----------------------------------         Senior Vice President,                    June 2, 1998
John E. Peters                              General Counsel and Secretary
                                            and Director
/s/ Peter J. Repetti
-----------------------------------         Director                                  June 2, 1998
Peter J. Repetti

/s/ Mary C. Tanner
-----------------------------------         Director                                  June 2, 1998
Mary C. Tanner

/s/ Leslie K. Breiland
-----------------------------------         Controller                                June 2, 1998
Leslie K. Breiland


                                      II-8

</TABLE>


<PAGE>

                                  EXHIBIT INDEX
                                  -------------
                                                                   
Exhibits                                                           
--------                                                           

4.1      --       Amended and Restated Certificate of Incorporation.

4.2      --       Amended and Restated By-laws as amended through January
                  8, 1998.

5.1      --       Opinion of John E. Peters, Esq.

23.1     --       Consent of Coopers & Lybrand L.L.P.

23.2     --       Consent of John E. Peters, Esq. (included in the
                  opinion filed as Exhibit 5 to this Registration Statement).

24.1     --       Power of Attorney (included in the signature page to this
                  Registration Statement).

99.1     --       Block Drug Company, Inc. Stock Option Plan.





                                      II-9
[{"type": "S-8", "sequence": "1", "description": "BLOCK DRUG COMPANY, INC. S-8", "secsgml_size_bytes": 20226}]
{"company-data": {"conformed-name": "BLOCK DRUG CO INC", "cik": "0000012654", "assigned-sic": "2844", "irs-number": "221375645", "state-of-incorporation": "NJ", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55887", "film-number": "98641428"}, "business-address": {"street1": "257 CORNELISON AVE", "city": "JERSEY CITY", "state": "NJ", "zip": "07302", "phone": "2014343000"}, "mail-address": {"street1": "257 CORNELISON AVENUE", "city": "JERSEY CITY", "state": "NJ", "zip": "07302"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998
                                                    REGISTRATION NO. 333-

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

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

                            BLOCK DRUG COMPANY, INC.
             (Exact name of registrant as specified in its charter)
                                 --------------

             NEW JERSEY                        22-1375645
   (State or other jurisdiction of          (I.R.S. Employer
   incorporation or organization)          Identification No.)

                              257 CORNELISON AVENUE
                              JERSEY CITY, NJ 07302
                                 (201) 434-3000
                     (Name and address of agent for service)

                   BLOCK DRUG COMPANY, INC. STOCK OPTION PLAN
                            (Full Title of the Plan)
                                 ---------------

                              JOHN E. PETERS, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              257 CORNELISON AVENUE
                              JERSEY CITY, NJ 07302
                     (Name and address of agent for service)
                                 (201) 434-3000
                     (Telephone number, including area code,
                              of agent for service)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                               Proposed
                                                                Maximum              Proposed Maximum            Amount of
     Title of Securities            Amount to be            Offering Price          Aggregate Offering         Registration
      to be Registered              Registered(1)            Per Share(2)                Price(2)                   Fee
--------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $.10 per share          1,000,000 shares             $43.6875                $43,687,500              $12,887.81
================================================================================================================================
(1) This Registration Statement also covers an indeterminate number of shares of
    Class A Common Stock that may be issuable by reason of stock splits, stock
    dividends or similar transactions in accordance with Rule 416 under the
    Securities Act of 1933, as amended.

(2) Calculated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as
    amended, based upon the average of the high and low sales prices of the
    Company's Class A Common Stock on the Nasdaq National Market as of May 29,
    1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------   ---------------------------------------

                  The following documents filed with the Commission by Block
Drug Company, Inc. (the "Company") are incorporated herein by reference:

                  (a) The Company's Annual Report on Form 10-K for the fiscal 
year ended March 31, 1997;

                  (b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended June 30,1997, September 30, 1997 and December 31, 1997;
and

                  (c) The description of the Company's Class A Common Stock, par
value $.10 per share (the "Class A Common Stock"), contained in the Company's
Amended and Restated Certificate of Incorporation, which is attached hereto as
Exhibit 4.1.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement 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.

                                      II-1
Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
------   -----------------------------------------

                  Section 14A:3-5 of the New Jersey Business Corporation Act
generally allows New Jersey corporations to indemnify, and purchase insurance
for, directors, officers, employees, agents and certain other individuals
("corporate agents") who are subject to expenses and liabilities in connection
with proceedings involving such individuals by reason of their being such a
corporate agent (provided such individuals acted in a certain manner).

                  Under provisions of the Company's By-laws, any person
qualifying as a "corporate agent" for purposes of Section 14A:3-5 of the New
Jersey Business Corporation Act shall be indemnified by the Company to the full
extent permitted by law. In addition, the Company may purchase insurance on
behalf of such corporate agents against expenses and liabilities incurred in
their capacity as a corporate agent, whether or not indemnification for such
expenses and liabilities would be permitted by law. The Company presently
maintains insurance policies as described in the preceding sentence.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.
------   -----------------------------------

         Not applicable.

Item 8.  Exhibits.
------   --------

          4.1      --  Amended and Restated Certificate of Incorporation.

          4.2      --  Amended and Restated By-laws as amended through January
                       8, 1998.

          5.1      --  Opinion of John E. Peters, Esq.

                                    II-2
23.1     --  Consent of Coopers & Lybrand L.L.P.

          23.2     --  Consent of John E. Peters, Esq. (included in the opinion
                       filed as Exhibit 5 to this Registration Statement).

          24.1     --  Power of Attorney (included in the signature page to this
                       Registration Statement).

          99.1     --  Block Drug Company, Inc. Stock Option Plan.

Item 9.  Undertakings.
------   ------------

(a)               The undersigned registrant hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the 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 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 percent change
                           in maximum aggregate offering set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement.

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

                                      II-3
Statement or any material change of such information 
                           of the Registration Statement;

provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) does not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

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

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

(b)               The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act 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 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 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 persons 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

                                      II-4
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.

                                      II-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 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 Jersey City and State of New Jersey, on this 2nd
day of June, 1998.

                                   By:  /s/ John E. Peters
                                        ----------------------------------------
                                            John E. Peters
                                            Senior Vice President, Secretary and
                                            General Counsel

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas R. Block, Melvin Kopp
and John E. Peters, each acting individually, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all 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, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                                      II-6
Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed by the following persons in the
capacities indicated and on the date indicated.
Signature                                   Title                                       Date
---------                                   -----                                       ----
/s/ James A. Block                          Chairman of the Board                     June 2, 1998
-----------------------------------
James A. Block

/s/ Thomas R. Block
-----------------------------------         President and Director                    June 2, 1998
Thomas R. Block

/s/ Michael C. Alfano
-----------------------------------         Senior Vice President,                    June 2, 1998
Michael C. Alfano                           Research & Technology and
                                            Director

/s/ Michael Danziger
-----------------------------------         Director                                  June 2, 1998
Michael Danziger

/s/ Peggy Danziger
-----------------------------------         Director                                  June 2, 1998
Peggy Danziger

/s/ Dominick DePaola
-----------------------------------         Director                                  June 2, 1998
Dominick DePaola

/s/ William T. Golden
-----------------------------------         Director                                  June 2, 1998
William T. Golden

/s/ Melvin Kopp 
-----------------------------------         Senior Vice President,                    June 2, 1998
Melvin Kopp                                 Chief Financial Officer
                                            and Director

                                      II-7
Signature                                   Title                                       Date
---------                                   -----                                       ----

/s/ Donald H. LeSieur 
-----------------------------------         Executive Vice President,                 June 2, 1998
Donald H. LeSieur                           President, International
                                            Division and Director

/s/ Peter C. Mann 
-----------------------------------         President, U.S. Division                  June 2, 1998
Peter C. Mann                               and Director

/s/ John E. Peters
-----------------------------------         Senior Vice President,                    June 2, 1998
John E. Peters                              General Counsel and Secretary
                                            and Director
/s/ Peter J. Repetti
-----------------------------------         Director                                  June 2, 1998
Peter J. Repetti

/s/ Mary C. Tanner
-----------------------------------         Director                                  June 2, 1998
Mary C. Tanner

/s/ Leslie K. Breiland
-----------------------------------         Controller                                June 2, 1998
Leslie K. Breiland

                                      II-8
EXHIBIT INDEX
                                  -------------
                                                                   
Exhibits                                                           
--------                                                           

4.1      --       Amended and Restated Certificate of Incorporation.

4.2      --       Amended and Restated By-laws as amended through January
                  8, 1998.

5.1      --       Opinion of John E. Peters, Esq.

23.1     --       Consent of Coopers & Lybrand L.L.P.

23.2     --       Consent of John E. Peters, Esq. (included in the
                  opinion filed as Exhibit 5 to this Registration Statement).

24.1     --       Power of Attorney (included in the signature page to this
                  Registration Statement).

99.1     --       Block Drug Company, Inc. Stock Option Plan.

                                      II-9