AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996

                                                  REGISTRATION NO. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             -----------------------

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

                            BLUE FISH CLOTHING, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                           --------------------------

                PENNSYLVANIA                                    22-2781253
(State or Other Jurisdiction of Incorporation               (I.R.S. Employer 
              or Organization)                            Identification Number)

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

                    No. 3 Sixth Street, Frenchtown, NJ 08825
                                 (908) 996-3844
                    (Address of Principal Executive Offices)

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

                             1995 STOCK OPTION PLAN
                                1995 NON-EMPLOYEE
                          DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plans)

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

                                   Copies to:

MARC WALLACH, CHIEF EXECUTIVE OFFICER                   STEPHEN L. PALMER, ESQ.
BLUE FISH CLOTHING, INC.                                WARNER & STACKPOLE LLP
NO. 3 SIXTH STREET                                      75 STATE STREET
FRENCHTOWN, NJ  08825                                   BOSTON, MA  02109
(908) 996-3844                                          (617) 951-9211

(Name, Address and Telephone Number,
Including Area Code, of Agent For Service)

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

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                        Proposed Maximum      Proposed Maximum
        Title of Securities           Amount to be     Offering Price Per    Aggregate Offering       Amount of
         to be Registered            Registered (1)        Share (2)              Price (2)        Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>                   <C>                <C>      
           Common Stock,                 645,000             $7.50                 $7.50              $1,668.10
     par value $.001 per share           shares
====================================================================================================================
</TABLE>

(1) Together with an indeterminate  number of additional shares which may result
    from any stock split,  stock  dividend,  or other similar  adjustment of the
    outstanding shares of Common Stock.


(2) Estimated  solely for the  purpose of a  calculating  the  registration  fee
    pursuant to Rule 457 of the  Securities  Act of 1933 on the basis of the bid
    and asked prices of the Common Stock of the  Registrant  on July 16, 1996 as
    reported by the Chicago Stock Exchange.





         Blue  Fish  Clothing,  Inc.  (the  "Company"  or the  "Registrant")  is
registering  645,000  shares  of its  Common  Stock,  $.001  par value per share
("Common  Stock"),  570,000  shares of which are reserved for issuance under the
Company's  1995 Stock Option Plan (the "1995 Plan"),  and 75,000 shares of which
are reserved for issuance under the Company's 1995 Non-Employee Directors' Stock
Option Plan (the "1995 Directors' Plan").

                                     PART II


                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
         ---------------------------------------

         Incorporated  herein by reference  are the  following  documents of the
Company previously filed with the Commission:

                (a) Prospectus dated November 13, 1995 filed with the Securities
         and  Exchange  Commission  (the  "Commission")  pursuant to Rule 424(b)
         under the  Securities  Act of 1933 (the "Act") which  contains  audited
         financial  statements for the  Registrant's  fiscal year ended December
         31, 1994 and the six month period ended June 30, 1995;

                (b) The  description of the Company's  Common Stock contained in
         the  Registration  Statement  of the Company on Form 8-A filed with the
         Commission  on November  13,  1995,  which  incorporates  by  reference
         certain portions of the Company's  Registration  Statement on Form SB-2
         (Registration  No.  33-97418,  as amended) filed with the Commission on
         September 27, 1995 (the "Registration Statement on Form SB-2"); and

                (c) Annual  Report of the  Company on Form 10-KSB for the fiscal
         year ending  December 31, 1995 and filed with the  Commission  on April
         12, 1996.

                (d)  Quarterly  Reports of the  Company  on Form  10-QSB for the
         quarters ended September 30, 1995 and March 31, 1996 and filed with the
         Commission on December 28, 1995 and May 20, 1996, respectively.

         Any documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that the
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by  reference  into the
registration  statement and to be a part thereof 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
         -----------------------------------------

         Article IV, paragraph  (c)(1) of the Company's  By-laws provides that a
director  shall  not  be  personally  liable,  as  such,  for  monetary  damages
(including,  without  limitation,  any  judgment,  amount  paid  in  settlement,
penalty,  punitive  damages  or  expenses  of  any  nature,  including,  without
limitation,  attorneys'  fees and  disbursements),  for any action taken, or any
failure to take any action,  unless (i) the  director  has breached or failed to
perform the duties of his or her office under Subchapter 17B of the Pennsylvania
Business  Corporation Law (or any successor  provision);  and (ii) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this paragraph (c)(1) shall not apply to the responsibility or
liability of a director pursuant to any criminal statute,  or the liability of a
director for the payment of taxes pursuant to local, state or federal law.

         Sections 1741 and 1742 of the Pennsylvania  Business Corporation Law of
1988, as amended (the "PBCL"), provide that a business corporation may indemnify
directors  and  officers  against  liabilities  they may incur in such  capacity
provided  that the  particular  person acted in good faith and in a manner he or
she  reasonably  believed to be in, or not opposed to, the best interests of the
corporation,  and,  with respect to any criminal  proceeding,  had no reasonable
cause to believe his or her conduct was unlawful. In the case of actions against
a  director  or  officer  by or in the  right of the  corporation,  the power to
indemnify   extends  only  to  expenses  (not  judgments  and  amounts  paid  in
settlement)  and such power  generally  does not exist if the  person  otherwise
entitled  to  indemnification  shall have been  adjudicated  to be liable to the
corporation unless it is judicially determined that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnification for specified expenses. Under Section
1743 of the PBCL,  the  corporation  is  required  to  indemnify  directors  and
officers  against  expenses they may incur in defending  actions against them in
such capacities if they are successful on the merits or otherwise in the defense
of such  actions.  Under  Section  1745 of the PBCL, a  corporation  may pay the
expenses of a director or officer  incurred in defending an action or proceeding
in advance of the final disposition  thereof upon receipt of an undertaking from
such person to repay the amounts  advanced  unless it is  ultimately  determined
that such person is entitled to  indemnification  from the corporation.  Article
VII of the Company's Bylaws provides indemnification of directors,  officers and
other agents of the Company and advancement of expenses to the extent  otherwise
permitted by Sections 1741, 1742 and 1745 of the PBCL.

         Section  1746 of the  PBCL  grants a  corporation  broad  authority  to
indemnify its directors,  officers and other agents for liabilities and expenses
incurred in such capacity,  except in circumstances  where the act or failure to
act giving rise to the claim for  indemnification  is  determined  by a court to
have constituted willful misconduct or recklessness.

                                      II-2



         As  authorized  by  Section  1747 of the  PBCL and  Article  VII of the
Company's  By-Laws,  the  Company  maintains,  on  behalf of its  directors  and
officers,  insurance  protection against certain  liabilities arising out of the
discharge of their  duties,  as well as  insurance  coverage for the Company for
indemnification  payments  made  to  its  directors  and  officers  for  certain
liabilities. The premiums for such insurance are paid by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
         -----------------------------------

         Not Applicable.

ITEM 8.  EXHIBITS
         --------

         See list of Exhibits in the Exhibit Index.

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
         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.

                  (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 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 of 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 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 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  

                                      II-3



controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                   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 Frenchtown  in the State of New Jersey,  on the 19th
day of July, 1996.


                                        BLUE FISH CLOTHING, INC.



                                        By: /s/ Jennifer Barclay
                                           -------------------------------------
                                           Jennifer Barclay
                                           Chairman and President
                                           (Principal Executive Officer)

                                      II-4



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below on this  Registration  Statement  hereby  constitutes and appoints
Jennifer Barclay, Marc Wallach and Richard Swarttz, and each of them, (with full
power  of each of  them to act  alone)  as the  undersigned's  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, to sign this  Registration  Statement and
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,  and generally to do anything else necessary
and proper in connection therewith.

         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 date indicated.


<TABLE>
<CAPTION>
                  SIGNATURE                                     TITLE                                 DATE
                  ---------                                     -----                                 ----
<S>                                                  <C>                                              <C>

/s/ Jennifer Barclay                                 Chairman of the Board and President              July 19, 1996
- --------------------------------------------         (Principal Executive Officer) 
   JENNIFER BARCLAY                                  


/s/ Marc Wallach                                     Chief Executive Officer and Director             July 19, 1996
- --------------------------------------------
   MARC WALLACH

/s/ Richard Swarttz
- --------------------------------------------         Chief Financial Officer                          July 19, 1996
   RICHARD SWARTTZ                                   (Principal Financial and Accounting Officer)


/s/ Ben Cohen                                        Director                                         July 19, 1996
- --------------------------------------------
   BEN COHEN


/s/ Gary Hirshberg                                   Director                                         July 19, 1996
- --------------------------------------------
   GARY HIRSHBERG
</TABLE>

                                      II-5



                         FORM S-8 REGISTRATION STATEMENT

                            BLUE FISH CLOTHING, INC.

                                  EXHIBIT INDEX
                                  -------------



<TABLE>
<CAPTION>
Exhibit                                                                           
  No.                              Description of Exhibit                         
  ---                              ----------------------                         
<S>                         <C>                                                   
4.1*                        Restated Articles of Organization

4.2*                        Bylaws, as amended

4.3*                        Registrant's 1995 Stock Option Plan

4.4*                        Registrant's 1995 Non-Employee Directors'
                            Stock Option Plan

5                           Opinion of Warner & Stackpole LLP (filed
                            herewith)

23.1                        Consent of Arthur Andersen LLP (filed
                            herewith)

23.2                        Consent of Warner & Stackpole LLP (included
                            in Exhibit 5)

24                          Power of Attorney of officers and directors
                            of the Registrant (included in the signature
                            page hereto)
</TABLE>


- ---------------------
* Filed as an exhibit to the  Registrant's  Registration  Statement on Form SB-2
(Registration  No. 33-97418) or amendments  thereto and  incorporated  herein by
reference.

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18838}]
{"company-data": {"conformed-name": "BLUE FISH CLOTHING INC", "cik": "0001001594", "assigned-sic": "2340", "irs-number": "232781253", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08419", "film-number": "96596645"}, "business-address": {"street1": "# 3 SIXTH ST", "city": "FRENCHTOWN", "state": "NJ", "zip": "08825"}, "mail-address": {"street1": "3 SIXTH STREET", "city": "FRENCHTOWN", "state": "NJ", "zip": "08825"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996

                                                  REGISTRATION NO. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             -----------------------

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

                            BLUE FISH CLOTHING, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                           --------------------------

                PENNSYLVANIA                                    22-2781253
(State or Other Jurisdiction of Incorporation               (I.R.S. Employer 
              or Organization)                            Identification Number)

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

                    No. 3 Sixth Street, Frenchtown, NJ 08825
                                 (908) 996-3844
                    (Address of Principal Executive Offices)

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

                             1995 STOCK OPTION PLAN
                                1995 NON-EMPLOYEE
                          DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plans)

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

                                   Copies to:

MARC WALLACH, CHIEF EXECUTIVE OFFICER                   STEPHEN L. PALMER, ESQ.
BLUE FISH CLOTHING, INC.                                WARNER & STACKPOLE LLP
NO. 3 SIXTH STREET                                      75 STATE STREET
FRENCHTOWN, NJ  08825                                   BOSTON, MA  02109
(908) 996-3844                                          (617) 951-9211

(Name, Address and Telephone Number,
Including Area Code, of Agent For Service)

                          -----------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                        Proposed Maximum      Proposed Maximum
        Title of Securities           Amount to be     Offering Price Per    Aggregate Offering       Amount of
         to be Registered            Registered (1)        Share (2)              Price (2)        Registration Fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock,                 645,000             $7.50                 $7.50              $1,668.10
     par value $.001 per share           shares
====================================================================================================================
(1) Together with an indeterminate  number of additional shares which may result
    from any stock split,  stock  dividend,  or other similar  adjustment of the
    outstanding shares of Common Stock.

(2) Estimated  solely for the  purpose of a  calculating  the  registration  fee
    pursuant to Rule 457 of the  Securities  Act of 1933 on the basis of the bid
    and asked prices of the Common Stock of the  Registrant  on July 16, 1996 as
    reported by the Chicago Stock Exchange.

         Blue  Fish  Clothing,  Inc.  (the  "Company"  or the  "Registrant")  is
registering  645,000  shares  of its  Common  Stock,  $.001  par value per share
("Common  Stock"),  570,000  shares of which are reserved for issuance under the
Company's  1995 Stock Option Plan (the "1995 Plan"),  and 75,000 shares of which
are reserved for issuance under the Company's 1995 Non-Employee Directors' Stock
Option Plan (the "1995 Directors' Plan").

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
         ---------------------------------------

         Incorporated  herein by reference  are the  following  documents of the
Company previously filed with the Commission:

                (a) Prospectus dated November 13, 1995 filed with the Securities
         and  Exchange  Commission  (the  "Commission")  pursuant to Rule 424(b)
         under the  Securities  Act of 1933 (the "Act") which  contains  audited
         financial  statements for the  Registrant's  fiscal year ended December
         31, 1994 and the six month period ended June 30, 1995;

                (b) The  description of the Company's  Common Stock contained in
         the  Registration  Statement  of the Company on Form 8-A filed with the
         Commission  on November  13,  1995,  which  incorporates  by  reference
         certain portions of the Company's  Registration  Statement on Form SB-2
         (Registration  No.  33-97418,  as amended) filed with the Commission on
         September 27, 1995 (the "Registration Statement on Form SB-2"); and

                (c) Annual  Report of the  Company on Form 10-KSB for the fiscal
         year ending  December 31, 1995 and filed with the  Commission  on April
         12, 1996.

                (d)  Quarterly  Reports of the  Company  on Form  10-QSB for the
         quarters ended September 30, 1995 and March 31, 1996 and filed with the
         Commission on December 28, 1995 and May 20, 1996, respectively.

         Any documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that the
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by  reference  into the
registration  statement and to be a part thereof 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
         -----------------------------------------

         Article IV, paragraph  (c)(1) of the Company's  By-laws provides that a
director  shall  not  be  personally  liable,  as  such,  for  monetary  damages
(including,  without  limitation,  any  judgment,  amount  paid  in  settlement,
penalty,  punitive  damages  or  expenses  of  any  nature,  including,  without
limitation,  attorneys'  fees and  disbursements),  for any action taken, or any
failure to take any action,  unless (i) the  director  has breached or failed to
perform the duties of his or her office under Subchapter 17B of the Pennsylvania
Business  Corporation Law (or any successor  provision);  and (ii) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this paragraph (c)(1) shall not apply to the responsibility or
liability of a director pursuant to any criminal statute,  or the liability of a
director for the payment of taxes pursuant to local, state or federal law.

         Sections 1741 and 1742 of the Pennsylvania  Business Corporation Law of
1988, as amended (the "PBCL"), provide that a business corporation may indemnify
directors  and  officers  against  liabilities  they may incur in such  capacity
provided  that the  particular  person acted in good faith and in a manner he or
she  reasonably  believed to be in, or not opposed to, the best interests of the
corporation,  and,  with respect to any criminal  proceeding,  had no reasonable
cause to believe his or her conduct was unlawful. In the case of actions against
a  director  or  officer  by or in the  right of the  corporation,  the power to
indemnify   extends  only  to  expenses  (not  judgments  and  amounts  paid  in
settlement)  and such power  generally  does not exist if the  person  otherwise
entitled  to  indemnification  shall have been  adjudicated  to be liable to the
corporation unless it is judicially determined that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnification for specified expenses. Under Section
1743 of the PBCL,  the  corporation  is  required  to  indemnify  directors  and
officers  against  expenses they may incur in defending  actions against them in
such capacities if they are successful on the merits or otherwise in the defense
of such  actions.  Under  Section  1745 of the PBCL, a  corporation  may pay the
expenses of a director or officer  incurred in defending an action or proceeding
in advance of the final disposition  thereof upon receipt of an undertaking from
such person to repay the amounts  advanced  unless it is  ultimately  determined
that such person is entitled to  indemnification  from the corporation.  Article
VII of the Company's Bylaws provides indemnification of directors,  officers and
other agents of the Company and advancement of expenses to the extent  otherwise
permitted by Sections 1741, 1742 and 1745 of the PBCL.

         Section  1746 of the  PBCL  grants a  corporation  broad  authority  to
indemnify its directors,  officers and other agents for liabilities and expenses
incurred in such capacity,  except in circumstances  where the act or failure to
act giving rise to the claim for  indemnification  is  determined  by a court to
have constituted willful misconduct or recklessness.

                                      II-2

         As  authorized  by  Section  1747 of the  PBCL and  Article  VII of the
Company's  By-Laws,  the  Company  maintains,  on  behalf of its  directors  and
officers,  insurance  protection against certain  liabilities arising out of the
discharge of their  duties,  as well as  insurance  coverage for the Company for
indemnification  payments  made  to  its  directors  and  officers  for  certain
liabilities. The premiums for such insurance are paid by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
         -----------------------------------

         Not Applicable.

ITEM 8.  EXHIBITS
         --------

         See list of Exhibits in the Exhibit Index.

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
         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.

                  (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 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 of 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 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 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  

                                      II-3

controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                   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 Frenchtown  in the State of New Jersey,  on the 19th
day of July, 1996.

                                        BLUE FISH CLOTHING, INC.

                                        By: /s/ Jennifer Barclay
                                           -------------------------------------
                                           Jennifer Barclay
                                           Chairman and President
                                           (Principal Executive Officer)

                                      II-4

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below on this  Registration  Statement  hereby  constitutes and appoints
Jennifer Barclay, Marc Wallach and Richard Swarttz, and each of them, (with full
power  of each of  them to act  alone)  as the  undersigned's  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, to sign this  Registration  Statement and
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,  and generally to do anything else necessary
and proper in connection therewith.

         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 date indicated.
SIGNATURE                                     TITLE                                 DATE
                  ---------                                     -----                                 ----
/s/ Jennifer Barclay                                 Chairman of the Board and President              July 19, 1996
- --------------------------------------------         (Principal Executive Officer) 
   JENNIFER BARCLAY                                  

/s/ Marc Wallach                                     Chief Executive Officer and Director             July 19, 1996
- --------------------------------------------
   MARC WALLACH

/s/ Richard Swarttz
- --------------------------------------------         Chief Financial Officer                          July 19, 1996
   RICHARD SWARTTZ                                   (Principal Financial and Accounting Officer)

/s/ Ben Cohen                                        Director                                         July 19, 1996
- --------------------------------------------
   BEN COHEN

/s/ Gary Hirshberg                                   Director                                         July 19, 1996
- --------------------------------------------
   GARY HIRSHBERG
II-5

                         FORM S-8 REGISTRATION STATEMENT

                            BLUE FISH CLOTHING, INC.

                                  EXHIBIT INDEX
                                  -------------
Exhibit                                                                           
  No.                              Description of Exhibit                         
  ---                              ----------------------
4.1*                        Restated Articles of Organization

4.2*                        Bylaws, as amended

4.3*                        Registrant's 1995 Stock Option Plan

4.4*                        Registrant's 1995 Non-Employee Directors'
                            Stock Option Plan

5                           Opinion of Warner & Stackpole LLP (filed
                            herewith)

23.1                        Consent of Arthur Andersen LLP (filed
                            herewith)

23.2                        Consent of Warner & Stackpole LLP (included
                            in Exhibit 5)

24                          Power of Attorney of officers and directors
                            of the Registrant (included in the signature
                            page hereto)
- ---------------------
* Filed as an exhibit to the  Registrant's  Registration  Statement on Form SB-2
(Registration  No. 33-97418) or amendments  thereto and  incorporated  herein by
reference.

                                      II-6