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 JULY 17, 2002
--------------------------------------------------------------------------------


                       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)

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



           DELAWARE                                         11-2953972
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                                                        VICTOR JACOBS
                                                     CHAIRMAN OF THE BOARD
                                                ALLOU HEALTH & BEAUTY CARE, INC.
                                                       50 EMJAY BOULEVARD
   50 EMJAY BOULEVARD                              BRENTWOOD, NEW YORK  11717
BRENTWOOD, NEW YORK 11717                                 (631) 273-4000
(Address of Principal Executive Offices)        (Name, address, and telephone
                                                number, including area code, of
                                                agent of service)



                   AMENDED AND RESTATED 1991 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                   COPIES TO:

                             HENRY I. ROTHMAN, ESQ.
                      JENKENS & GILCHRIST PARKER CHAPIN LLP
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                                 (212) 704-6000





<PAGE>


<TABLE>
<CAPTION>
                         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
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                     <C>                 <C>                 <C>
Class A Common Stock, par value $.001 per value       10,500 shares           $5.17               $54,285             $12.98
=================================================================================================================================
Class A Common Stock, par value $.001 per value       76,340 shares           $3.29             $251,158.60           $60.03
=================================================================================================================================
Class A Common Stock, par value $.001 per value        5,000 shares           $6.50               $32,500             $7.77
=================================================================================================================================
Class A Common Stock, par value $.001 per value       25,150 shares           $7.50               $188,625            $45.08
=================================================================================================================================
Class A Common Stock, par value $.001 per value        1,000 shares           $4.00                $4,000             $0.96
=================================================================================================================================
Class A Common Stock, par value $.001 per value       282,010 shares          $4.40              $1,240,844          $296.56
=================================================================================================================================
                   TOTAL                              400,000 shares                                                 $423.38
=================================================================================================================================
</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 Amended and Restated 1991 Stock Option
     Plan.




<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, 2002,
          filed on July 15, 2002.

               (2) 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.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the  Delaware  General  Corporation  Law  provides,  in
general,  that a  corporation  incorporated  under  the  laws  of the  State  of
Delaware, such as the Registrant, may indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action, suit or proceeding (other than a derivative action by or in the right of
the  corporation)  by reason of the fact that such  person is or was a director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful.  In the  case of a  derivative  action,  a  Delaware


                                      II-1
<PAGE>

corporation may indemnify any such person against expenses (including attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner such person  reasonably  believed to be in or not opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

          The Registrant's  Certificate of Incorporation provides that directors
shall not be  personally  liable for monetary  damages to the  Registrant or its
stockholders  for breach of fiduciary  duty as a director,  except for liability
resulting from a breach of the  director's  duty of loyalty to the Registrant or
its stockholders, intentional misconduct or willful violation of law, actions or
inactions not in good faith, an unlawful stock purchase or payment of a dividend
under Delaware law, or  transactions  from which the director  derives  improper
personal benefit.  Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission. The Registrant 's
Certificate  of  Incorporation  also  authorizes the Registrant to indemnify its
officers, directors and other agents, by bylaws, agreements or otherwise, to the
fullest extent permitted under Delaware law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.     EXHIBITS

          5.1  Opinion of Jenkens & Gilchrist Parker Chapin LLP

          23.1 Consent of KPMG LLP

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

          23.3 Consent of Arthur  Andersen  LLP  (omitted  pursuant to Rule 437a
               under the Securities Act)

          23.4 Consent of Jenkens & Gilchrist 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

                                      II-2
<PAGE>

          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 the low or high end of
          the estimated maximum offering range may be reflected in the
          form of  prospectus  filed with the  Commission  pursuant to
          Rule 424(b) if, in the aggregate,  the changes in volume and
          price  represent  no more  than 20%  change  in the  maximum
          aggregate  offering price 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  statement  or  any  material  change  to  such
          information in the registration statement;

          provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the  registration  statement is on Form S-3, Form S-8 or
Form F-3,  and the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission 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


                                      II-3
<PAGE>

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-4
<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 this 17th day of
July, 2002.

                                    ALLOU HEALTH & BEAUTY CARE, INC.

                                    By: /s/ Victor Jacobs
                                        ----------------------------------------
                                            Victor Jacobs,
                                            Chairman of the Board

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities and on the date indicated.


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


/s/ Victor Jacobs                 Chairman of the Board            July 17, 2002
-----------------------------
Victor Jacobs



/s/ Herman Jacobs                 Chief Executive Officer          July 17, 2002
-----------------------------     and Director
Herman Jacobs



/s/ David Shamilzadeh             President, Principal Financial   July 17, 2002
-----------------------------     Officer, Principal Accounting
David Shamilzadeh                 Officer and Director



/s/ Jack Jacobs                   Executive Vice President and     July 17, 2002
-----------------------------     Director
Jack Jacobs


-----------------------------     Director
Sol Naimark



-----------------------------     Director
Jeffrey Berg




-----------------------------     Director
Stuart Glasser


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

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

     5.1       Opinion of Jenkens & Gilchrist Parker Chapin LLP            II-7

     23.1      Consent of KPMG LLP                                         II-8

     23.2      Consent of Mayer Rispler & Company, P.C.                    II-9


     23.3      Consent of Arthur Andersen LLP (omitted pursuant to Rule    N/A
               437a under the Securities Act)

     23.4      Consent of Jenkens & Gilchrist Parker Chapin LLP            II-7
               (included in the opinion filed as Exhibit 5.1 hereto)







                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "f841335.txt", "description": "FORM S-8 (JULY 17, 2002)", "secsgml_size_bytes": 18143}]
{"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": "333-96629", "film-number": "02704973"}, "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 JULY 17, 2002
--------------------------------------------------------------------------------

                       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)

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

           DELAWARE                                         11-2953972
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                                                        VICTOR JACOBS
                                                     CHAIRMAN OF THE BOARD
                                                ALLOU HEALTH & BEAUTY CARE, INC.
                                                       50 EMJAY BOULEVARD
   50 EMJAY BOULEVARD                              BRENTWOOD, NEW YORK  11717
BRENTWOOD, NEW YORK 11717                                 (631) 273-4000
(Address of Principal Executive Offices)        (Name, address, and telephone
                                                number, including area code, of
                                                agent of service)

                   AMENDED AND RESTATED 1991 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                   COPIES TO:

                             HENRY I. ROTHMAN, ESQ.
                      JENKENS & GILCHRIST PARKER CHAPIN LLP
                              THE CHRYSLER BUILDING
                              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       10,500 shares           $5.17               $54,285             $12.98
=================================================================================================================================
Class A Common Stock, par value $.001 per value       76,340 shares           $3.29             $251,158.60           $60.03
=================================================================================================================================
Class A Common Stock, par value $.001 per value        5,000 shares           $6.50               $32,500             $7.77
=================================================================================================================================
Class A Common Stock, par value $.001 per value       25,150 shares           $7.50               $188,625            $45.08
=================================================================================================================================
Class A Common Stock, par value $.001 per value        1,000 shares           $4.00                $4,000             $0.96
=================================================================================================================================
Class A Common Stock, par value $.001 per value       282,010 shares          $4.40              $1,240,844          $296.56
=================================================================================================================================
                   TOTAL                              400,000 shares                                                 $423.38
=================================================================================================================================
(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 Amended and Restated 1991 Stock Option
     Plan.
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, 2002,
          filed on July 15, 2002.

               (2) 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.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the  Delaware  General  Corporation  Law  provides,  in
general,  that a  corporation  incorporated  under  the  laws  of the  State  of
Delaware, such as the Registrant, may indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action, suit or proceeding (other than a derivative action by or in the right of
the  corporation)  by reason of the fact that such  person is or was a director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful.  In the  case of a  derivative  action,  a  Delaware

                                      II-1
corporation may indemnify any such person against expenses (including attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner such person  reasonably  believed to be in or not opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

          The Registrant's  Certificate of Incorporation provides that directors
shall not be  personally  liable for monetary  damages to the  Registrant or its
stockholders  for breach of fiduciary  duty as a director,  except for liability
resulting from a breach of the  director's  duty of loyalty to the Registrant or
its stockholders, intentional misconduct or willful violation of law, actions or
inactions not in good faith, an unlawful stock purchase or payment of a dividend
under Delaware law, or  transactions  from which the director  derives  improper
personal benefit.  Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission. The Registrant 's
Certificate  of  Incorporation  also  authorizes the Registrant to indemnify its
officers, directors and other agents, by bylaws, agreements or otherwise, to the
fullest extent permitted under Delaware law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.     EXHIBITS

          5.1  Opinion of Jenkens & Gilchrist Parker Chapin LLP

          23.1 Consent of KPMG LLP

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

          23.3 Consent of Arthur  Andersen  LLP  (omitted  pursuant to Rule 437a
               under the Securities Act)

          23.4 Consent of Jenkens & Gilchrist 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

                                      II-2
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 the low or high end of
          the estimated maximum offering range may be reflected in the
          form of  prospectus  filed with the  Commission  pursuant to
          Rule 424(b) if, in the aggregate,  the changes in volume and
          price  represent  no more  than 20%  change  in the  maximum
          aggregate  offering price 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  statement  or  any  material  change  to  such
          information in the registration statement;

          provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the  registration  statement is on Form S-3, Form S-8 or
Form F-3,  and the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission 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

                                      II-3
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-4
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 this 17th day of
July, 2002.

                                    ALLOU HEALTH & BEAUTY CARE, INC.

                                    By: /s/ Victor Jacobs
                                        ----------------------------------------
                                            Victor Jacobs,
                                            Chairman of the Board

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities and on the date indicated.

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

/s/ Victor Jacobs                 Chairman of the Board            July 17, 2002
-----------------------------
Victor Jacobs

/s/ Herman Jacobs                 Chief Executive Officer          July 17, 2002
-----------------------------     and Director
Herman Jacobs

/s/ David Shamilzadeh             President, Principal Financial   July 17, 2002
-----------------------------     Officer, Principal Accounting
David Shamilzadeh                 Officer and Director

/s/ Jack Jacobs                   Executive Vice President and     July 17, 2002
-----------------------------     Director
Jack Jacobs

-----------------------------     Director
Sol Naimark

-----------------------------     Director
Jeffrey Berg

-----------------------------     Director
Stuart Glasser

                                      II-5
EXHIBIT INDEX

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

     5.1       Opinion of Jenkens & Gilchrist Parker Chapin LLP            II-7

     23.1      Consent of KPMG LLP                                         II-8

     23.2      Consent of Mayer Rispler & Company, P.C.                    II-9

     23.3      Consent of Arthur Andersen LLP (omitted pursuant to Rule    N/A
               437a under the Securities Act)

     23.4      Consent of Jenkens & Gilchrist Parker Chapin LLP            II-7
               (included in the opinion filed as Exhibit 5.1 hereto)

                                      II-6