As filed with the Securities and Exchange Commission on April 24, 1997.
 
                                                Registration No. 333-         
==============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

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

                            FORM S-8 AND FORM S-3

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                         JD AMERICAN WORKWEAR, INC.
                         -------------------------- 
             (Exact name of issuer as specified in its charter)

           Delaware                                 05-0460102
-------------------------------          -----------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

46 Old Flat River Road, Coventry, Rhode Island             02816
----------------------------------------------             -----
(Address of Principal Executive Offices)                 (Zip Code)

              JD AMERICAN WORKWEAR, INC. 1995 Stock Option Plan
              -------------------------------------------------
                          (Full title of the plan)

    David N. DeBaene, 46 Old Flat River Road, Coventry, Rhode Island 02816
    ----------------------------------------------------------------------
                   (Name and address of agent for service)

                               (401) 397-6800
                     -----------------------------------
        (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:  Upon 
exercise of the options granted under the Stock Option Plan, but in no event 
prior to the effective date of this Registration Statement. 

      If the only securities being registered on this Form are being offered 
pursuant to dividend or interest reinvestment plans, please check the 
following box.     [ ]

      If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act of 1933, other than securities offered only in connection 
with dividend or interest reinvestment plans, check the following box.  [X]
 
                       CALCULATION OF REGISTRATION FEE
========================================================================== 
<TABLE>
<CAPTION>

                                     Proposed    Proposed
      Title of                        maximum     maximum 
     securities          Amount      offering    aggregate      Amount of
       to be              to be      price per    offering    Registration 
     registered       registered(1)    share       price         Fee(2)
--------------------------------------------------------------------------
<S>                      <C>           <C>       <C>             <C>
Common Stock  
$.002 par value          250,000       $5.75     $1,437,500      $435.61
========================================================================== 
 
<F1>  The aggregate amount of securities registered hereunder is 250,000 
      shares of Common Stock.  Pursuant to Rule 416 promulgated under the 
      Securities Act of 1933, as amended, this Registration Statement covers 
      such additional shares of Common Stock to be offered or issued to 
      prevent dilution as a result of future stock splits, stock dividends 
      or similar transactions. 
 
<F2>  The fee with respect to these shares has been calculated pursuant to 
      paragraphs (h) and (c) of Rule 457 upon the basis of $5.75, the average
      of the bid and asked price per share of the Registrant's Common Stock on
      April 22, 1997, a date within five (5) business days prior to the date of
      filing of this Registration Statement, as reported by the OTC Bulletin
      Board ("OTCBB") of the National Association of Securities Dealers'
      Automated Quotation System. 

</TABLE>

 
                              EXPLANATORY NOTE 

      This Registration Statement contains two parts.  The first part 
contains a prospectus pursuant to Form S-3 (in accordance with Section C of 
the General Instructions to Form S-8) which covers reoffers and resales by 
affiliates and non-affiliates of JD American Workwear, Inc. (the 
"Registrant") of shares of Common Stock of the Registrant to be issued upon 
exercise of options granted pursuant to the Registrant's 1995 Stock Option 
Plan.  The second part contains Information Required in the Registration 
Statement pursuant to Part II of Form S-8 and certain items from Information 
Not Required in the Prospectus pursuant to Part II of Form S-3.  Pursuant to 
the introductory Note to Part I of Form S-8, the Plan Information specified 
by Part I is not being filed with the Securities and Exchange Commission. 
============================================================================

PROSPECTUS 
(Form S-3) 

                         JD AMERICAN WORKWEAR, INC. 
 
                               250,000 Shares 
                       Common Stock ($.002 par value) 
                                ------------ 
              JD American Workwear, Inc. 1995 Stock Option Plan 
                                ------------ 

      This Prospectus is being used in connection with the offering from 
time to time by certain shareholders (the "Selling Shareholders") of JD 
American Workwear, Inc. (the "Company") or their successors in interest of 
shares of the Common Stock ($.002 par value) of the Company ("Common Stock") 
which have been issued under, or may be acquired upon the exercise of, stock 
options pursuant to the Company's 1995 Stock Option Plan (the "Plan"). 

      The Common Stock may be sold from time to time by the Selling 
Shareholders or by their pledgees, donees, transferees or other successors 
in interest.  Such sales may be made in the over-the-counter market or 
otherwise at prices and at terms then prevailing or at prices related to the 
then current market price, or in negotiated transactions.  The Common Stock 
may be sold by one or more of the following:  (a) block trades in which the 
broker or dealer so engaged will attempt to sell the shares as agent but may 
position and resell portions of the block as principal to facilitate the 
transaction; (b) purchases by a broker or dealer as principal and resale by 
such broker or dealer for its account pursuant to this Prospectus; (c) an 
exchange distribution in accordance with the rules of such exchange; and (d) 
ordinary brokerage transactions and transactions in which the broker 
solicits purchases.  In effecting sales, brokers or dealers engaged by the 
Selling Shareholders may arrange for other brokers or dealers to 
participate.  Brokers or dealers will receive commissions or discounts from 
Selling Shareholders in amounts to be negotiated immediately prior to the 
sale.  Such brokers or dealers and any other participating brokers or 
dealers may be deemed to be "underwriters" within the meaning of the 
Securities Act of 1933, as amended (the "Act") in connection with such 
sales.  In addition, any securities covered by this Prospectus which qualify 
for sale pursuant to Rule 144 may be sold under Rule 144 rather than 
pursuant to this Prospectus.  The Company will not receive any of the 
proceeds from the sale of these shares, although it has paid the expenses of 
preparing this Prospectus and the related Registration Statement. 
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE. 

      The bid and asked prices of the Company's Common Stock on April 22, 
1997 as reported by the NASD's OTC Bulletin Board was $5.50 and $6.00, 
respectively. 
 
               The date of this Prospectus is April 24, 1997.

      NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY 
REPRESENTATIONS, OTHER THAN AS CONTAINED HEREIN, IN CONNECTION WITH THE 
OFFER MADE IN THE PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT 
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 
COMPANY. 
 
                                ------------ 

      The Company has filed with the Securities and Exchange Commission, a 
Registration Statement under the Securities Act of 1933, as amended, with 
respect to the securities offered by this Prospectus.  This Prospectus does 
not contain all of the information set forth in the Registration Statement, 
certain parts of which are omitted in accordance with the rules and 
regulations of the Commission.  Additional information concerning the 
securities offered hereby is to be found in the Registration Statement 
including various exhibits thereto, which may be inspected at the 
Commission's office in Washington, D.C. 
 
                            AVAILABLE INFORMATION 

      The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports, proxy statements and other information 
with the Securities and Exchange Commission (the "Commission").  Such 
reports, proxy statements and other information filed by the Company can be 
inspected and copied at the public reference facilities maintained by the 
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and 
the Commission's regional offices located at Seven World Trade Center, Suite 
1300, New York, New York 10048; and 500 West Madison Street, Suite 1400, 
Chicago, Illinois 60661-2511, and copies of such material can be obtained 
from the Public Reference Section of the Commission, Washington, D.C. 20549 
at prescribed rates.  

      The Common Stock of the Company is listed for quotation on the NASD's 
Over The Counter Bulletin Board ("OTCBB") and is traded under the Symbol 
"JDAW".  Reports, proxy statements and other information filed by the 
Company can be inspected at the offices of OTCBB, 1735 "K" Street, N.W., 
Washington, D.C.  20006. 
                                ------------ 
 
                     DOCUMENTS INCORPORATED BY REFERENCE 

      The following documents filed with the Commission (File No. 33-98682) 
pursuant to the Exchange Act are incorporated herein by reference: 

      1.  The Company's Annual Report on Form 10-KSB for the fiscal year 
          ended February 29, 1996, as filed and as amended from time to time. 

      2.  The Company's Quarterly Report on Form 10-QSB for the quarter 
          ended May 31, 1996.

      3.  The Company's Quarterly Report on Form 10-QSB for the six months 
          ended August 31, 1996. 

      4.  The Company's Quarterly Report on Form 10-QSB for the nine months 
          ended November 30, 1996. 

      5.  All other reports filed by the Company pursuant to Section 13(a) 
          or 15(d) of the Exchange Act since January 14, 1997. 

      All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of 
this offering shall be deemed to be incorporated by reference in this 
Prospectus and to be a part of this Prospectus from the date of filing 
thereof. 

      Any statement contained in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of this Prospectus 
to the extent that a statement contained herein or in any other subsequently 
filed document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement.  Any such statement so 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute part of this Prospectus. 

      The Company will provide without charge to each person to whom this 
Prospectus is delivered, upon written or oral request of that person, a copy 
of all documents incorporated by reference into the Registration Statement 
of which this Prospectus is a part, other than exhibits to those documents 
(unless such exhibits are specifically incorporated by reference into such 
documents).  Requests for such documents should be directed to Anthony 
Santucci, Chief Financial Officer, JD American Workwear, Inc., 46 Old Flat 
River Road, Coventry, Rhode Island 02816, telephone:  (401) 397-6800. 
 
                                 THE COMPANY 

Recent Developments

      On April 10, 1996, the second closing was held for the Company's 
initial public offering (the "Public Offering") which was made pursuant to a 
Registration Statement filed with the Commission and declared effective on 
January 11, 1996.  Pursuant to the Public Offering, the Company sold an 
aggregate of 327,768 units (the "Units").  The Public Offering was 
underwritten on a best efforts basis by Merit Capital Associates, Inc., 
Westport, Connecticut.  Each Unit consisted of one (1) share of Common Stock 
and one (1) redeemable Class A Common Stock Purchase Warrant ("Class A 
Warrant").  Each Class A Warrant entitles the holder to receive a unit of 
securities of the Company consisting of one (1) share of Common Stock and 
one (1) redeemable Class B Common Stock Purchase Warrant ("Class B 
Warrant").  The exercise price of the Class A Warrants is $7.00 per unit, 
subject to adjustment, and $8.00 per share with respect to the Class B 
Warrants, subject to adjustment.  The Class A Warrants and the Class B 
Warrants expire on January 10, 2001 and are subject to redemption under 
certain conditions.  Pursuant to the Public Offering, the Company received 
gross offering proceeds of approximately $2,050,000.  Following the second 
closing of the Public Offering, the Company's Common Stock and Class A 
Warrants commenced trading on the National Association of Securities 
Dealers' OTC Bulletin Board under the symbols JDAW and JDAWW. 

      In addition, in connection with the Public Offering, holders of 
various classes of the Company's debt agreed to convert the principal and 
accrued interest of such indebtedness into shares of Common Stock of the 
Company.  Pursuant to these agreements (collectively the "Conversion 
Agreements"), an aggregate of 349,225 shares of Common Stock were issued in 
respect of approximately $943,575 aggregate principal and approximately 
$190,425 of accrued interest.  In addition, approximately $300,000 of the 
proceeds of the offering were used to repay holders of classes of the 
Company's indebtedness who did not agree to full conversion. 

      On July 1, 1996, holders of the Company's 15% Purchase Order Financing 
Notes agreed to convert the principal of $195,511 and all accrued interest 
thereon of $58,250 into Common Stock at a conversion price of $4.00 per 
share, or in aggregate of 63,440 shares of Common Stock. 

      In December 1996 and March 1997 the Company issued to two accredited 
investors an aggregate of $200,000 principal amount 10% Secured Convertible 
Notes due April 30, 1998 in order to meet the Company's continuing need for 
capital. 
 
Company Background 

      JD American Workwear, Inc. designs, markets and sells commercial and 
industrial workwear highlighted by its two key proprietary safety products, 
denim safety work jeans ("JD Safety Work JeansT") and cotton\poly blend 
uniform style Safety Work Pants ("JD Safety Uniform PantsT").  The Company 
is a party to various supply agreements that will enable it to offer a 
complete line of commercial and industrial footwear and workwear to 
complement its JD Safety Work Jeans and JD Safety Uniform Pants.  The 
Company's initial product, JD Safety Work Jeans, was designed and patented 
by David N. DeBaene, the Company's founder and President, and the Company 
has recently received from the Patent and Trademark Office a Notice of 
Allowance with respect to its patent application for its Safety Uniform 
Pants.  The Company expects this patent to issue in May or June 1997. 

      The Company has a manufacturing arrangement with Reed Manufacturing 
Co., Inc. ("Reed") pursuant to which Reed manufactures both the JD Safety 
Work Jeans and JD Safety Uniform Pants to the Company's specifications.  The 
Company also has an arrangement pursuant to which Reed supplies, under the 
Company's own label, a complete line of uniform workwear to complement its 
proprietary safety products.  The Company has a similar supply arrangement 
with Mason Shoe of Chippewa Falls, Wisconsin, an established maker of 
commercial and industrial footwear. 

      The Company was incorporated in Rhode Island in 1991 under the name 
Jaque Dubois, Inc. and in 1994 changed its state of incorporation to 
Delaware.  In July 1995, the Company's name was changed to JD American 
Workwear, Inc.  The Company's business address is 46 Old Flat River Road, 
Coventry, Rhode Island  02816, and its telephone number is (800) 43-JEANS 
(435-3267). 
 
                         FORWARD LOOKING STATEMENTS 

      When used in this Prospectus, the words "may," "will," "expect," 
"anticipate," "continue," "estimate," "project," "intend" and similar 
expressions are intended to identify forward-looking statements within the 
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the 
Securities Exchange Act of 1934 regarding events, conditions and financial 
trends that may affect the Company's future plans of operations, business 
strategy, operating results and financial position.  Prospective investors 
are cautioned that any forward-looking statements are not guarantees of 
future performance and are subject to risks and uncertainties and that 
actual results may differ materially from those included within the forward-
looking statements as a result of various factors. Such factors are 
described in the Company's Exchange Act reports under the headings 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations," "The Company," "Business" and in the Risk Factors set forth 
below. 
 
                                RISK FACTORS 

      All prospective investors should carefully consider, among other 
things, the following factors before purchasing any securities offered 
hereby: 

      Accumulated Deficit and Operating Losses and Anticipated Continuing 
Losses; Explanatory Language in Auditor's Report Regarding Ability to 
Continue as Going Concern.  The Company had an accumulated deficit at 
February 29, 1996 of $2,530,249 and incurred a net loss of $1,171,988 for 
the fiscal year ended February 29, 1996.  At November 30, 1996, the 
accumulated deficit was $3,059,004 and the Company's net loss for the nine 
months then ended was $528,755.  Because the Company has recently emerged 
from the development stage and is attempting to scale up its operations, it 
is expected that the Company will continue to sustain losses for the fiscal 
year ended February 28, 1997, for part if not all of the fiscal year ending 
February 28, 1998, and perhaps thereafter.  The Company had significant 
negative cash flow from operations during each of fiscal 1995, 1996 and 1997 
and the Company continues to experience negative cash flow as it builds 
inventory to be in a position to aggressively pursue market opportunities.  
Additionally, the Company's financial statements are presented on the basis 
that the Company is a going concern, which contemplates the realization of 
assets and the satisfaction of liabilities in the ordinary course of 
business.  The report of the Company's auditors concerning the Company's 
financial statements for the two years ended February 29, 1996 includes an 
explanatory paragraph expressing substantial doubt with respect to the 
Company's ability to continue as a going concern.  The financial statements 
do not include any adjustments that might result from the outcome of this 
uncertainty. 

      Need for Additional Financing.  The Company will be required to seek 
additional financing if adequate levels of revenue are not realized, if 
higher than anticipated costs are incurred in the expansion of the Company's 
manufacturing and marketing activities, or if product demand exceeds 
expected levels.  There can be no assurance that any additional financing 
thereby necessitated will be available on acceptable terms to the Company, 
if at all. 

      Manufacturing, Distribution and Scale Up Risks.  Although the Company 
has established numerous customer relationships as well as relationships 
with suppliers and manufacturers to conduct operations at higher unit 
volumes, difficulties may be experienced in inventory management, product 
distribution and other areas until the Company's operations have been scaled 
up for some period of time.  Since the Company's manufacturing arrangement 
with Reed Manufacturing Co., Inc. is relatively new, difficulties such as 
production delays and quality control problems may be encountered.  In the 
past, the Company switched manufacturers on two occasions, once because of 
the Company's capital constraints in meeting minimum production levels and 
once because of the manufacturer's quality control problems.  These past 
incidents caused an inventory shortage which adversely affected the 
Company's operations.  During a portion of fiscal 1997, the Company was 
unable, due to capital constraints, to maintain its production schedule with 
Reed, and thereby incurred production surcharges of approximately $30,000.  
This could recur if the Company does not obtain additional capital.  
Stockholders should be aware that unanticipated problems, many of which may 
be beyond the Company's control, could be encountered.  These include, but 
are not limited to, product development, marketing and customer support 
problems, increased competition, new manufacturer learning curve, and lack 
of credibility with suppliers and customers.  There can be no assurance that 
the Company's products will achieve broad based market acceptance or that in 
view of the extensive manufacturing, sales and marketing and general 
overhead costs expected to be incurred by the Company, that any sales will 
result in positive cash flow or profitable operations. 

      Dependence on Limited Management; Part Time Chief Financial Officer.  
The success of the Company is substantially dependent on the efforts and 
abilities of its founder and President, David N. DeBaene, Thomas A. Lisi, 
its Executive Vice President of Sales and Marketing, and Anthony Santucci, 
its Chief Financial Officer.  Decisions concerning the Company's business 
and its management are and will continue to be made or significantly 
influenced by Messrs. DeBaene, Lisi and Santucci.  The loss or interruption 
of their continued services would have a materially adverse effect on the 
Company's business operations and prospects.  Mr. Santucci is not required 
to devote, and does not devote, full time to the Company.  Mr. Santucci's 
oral agreement with the Company does not require him to devote any minimum 
amount of time to the Company's business, although it does require him to 
perform activities related to his office as he shall be reasonably directed 
and use his best efforts, skills and abilities to promote the best interests 
of the Company.  In the event that the Company's growth is rapid and 
sustained, the Company may be forced to seek the services of a full time 
Chief Financial Officer if Mr. Santucci is not in a position to render such 
services to the Company. 

      Control by Current Stockholders, Officers and Directors.  Management 
and affiliates of the Company currently beneficially own (including shares 
they have the right to acquire) approximately 41% of the outstanding Common 
Stock.  These persons are and will continue to be able to exercise control 
over the election of the Company's directors and the appointment of 
officers. 

      Limited Customer Base; Seasonality.  A significant amount of the 
Company's past sales have been derived from a relatively small number of 
customers.  Failure of the Company to expand its customer base could have 
a material adverse effect on the Company's results of operations.  The 
Company's business has been subject to seasonal trends based upon climate, 
because the highly durable denim in JD Safety Work Jeans is heavier (and 
consequently warmer) than the materials used in conventional work jeans.  
Sales volume for JD Safety Work Jeans is higher during the fall and winter 
seasons and declines to lower levels during the spring and summer seasons.  
The Company believes that sales of JD Safety Uniform Pants and the 
conventional workwear now offered by the Company will be somewhat less 
sensitive to the seasonal trends which affect JD Safety Work Jeans.  The 
Company believes, therefore, that as its revenue mix changes to include 
greater uniform sales volume, overall seasonality will be reduced, but not 
eliminated. 

      Dividend Policy.  The Company has never declared or paid a dividend on 
its Common Stock, and management expects that a substantial portion of any 
future earnings will be retained for expansion or development of the 
Company's business.  The decision to pay dividends, if any, in the future is 
within the discretion of the Board of Directors and will depend upon the 
Company's earnings, capital requirements, financial condition and other 
relevant factors such as contractual obligations.  Management, therefore, 
does not anticipate that the Company will pay dividends on the Common Stock 
in the foreseeable future. 

      Significant Competition.  The work clothing industry is highly 
competitive and dominated by several large companies with substantially 
greater financial resources and name recognition than the Company.  Many of 
these companies are well established and possess substantially greater 
financial, technological and personnel resources than the Company.  The 
Company's ability to compete with such competition will depend on the 
features, quality and price of its products, customer service, effective 
sales and marketing programs and upon its ability to design innovative 
products which meet the needs of the marketplace.  No assurances can be 
given that the Company will be able to compete successfully. 

      Sales and Marketing.  The Company has a network of non-exclusive sales 
representatives.  The Company's future growth and profitability will depend 
in part, on the expansion of this representative network and later, if 
business conditions dictate, upon the building of an internal sales force, 
the hiring of a sufficient number of qualified sales agents and upon their 
ability to develop and continue relationships with commercial accounts. 

      Limited Proprietary Protection.  The Company holds a patent issued by 
the United States Patent and Trademark Office ("PTO") on one of its 
proprietary products - JD Safety Work Jeans.  In addition, the Company has 
received from the PTO a Notice of Allowance on its patent application for 
its uniform style JD Safety Uniform Pants.  The Company expects this patent 
to issue in May or June 1997.   No assurance can be given that this patent, 
if issued, or the patent on the JD Safety Work Jeans, will provide any 
meaningful protection.  The Company also has registered trademarks in the 
United States on the names Jaque Dubois(R), The Original Jaque Dubois 
Carpenter Jean(R) and The Original Jaque Dubois Construction Jean(R) which the
Company is in the process of discontinuing because of its name change.  The 
Company does not currently have any registered trademarks for the name JD 
American Workwear, but has filed applications with the PTO to register that 
name and certain proprietary trademarks that are currently and will in the 
future be used to identify the Company's principal products.  The Company 
regards the non-patented and the non-copyrighted technology and know-how 
related to its products as proprietary trade secrets and attempts to protect 
them with confidentiality agreements and confidentiality provisions in its 
employee handbook and in its various agreements.  Confidentiality 
agreements, however, may be difficult to enforce, and, despite the 
precautions the Company has taken, it may be possible for third parties to 
copy aspects of the Company's products or, without authorization, to obtain 
and use information which the Company regards as proprietary. 

      Underwriter's Unit Purchase Option and Additional Options and 
Warrants.  In connection with the Public Offering the Company issued to the 
Underwriter an option to purchase 32,777 Units exercisable at $8.4375 per 
unit for a term of three years commencing January 11, 1996 (the "Unit 
Purchase Option").  In addition, the Company has reserved shares of its 
Common Stock for issuance upon exercise of common stock purchase warrants, 
including approximately 181,000 warrants issued to investors in connection 
with the Company's 1995 private placements (collectively, the "Placement 
Warrants"), 50,000 warrants issued to an outside Director, and an aggregate 
of 469,648 (such amount being subject to certain vesting conditions) warrants 
issued to two outside consultants of the Company associated with the 
Underwriter.  None of these warrants are subject to the Plan, and they are 
not covered by the Registration Statement of which this Prospectus forms a 
part.  None of the Placement Warrants or other warrants have been exercised.
The holders of the Placement Warrants and certain of the other warrants have 
certain registration rights with respect to the public resale of the Common 
Stock underlying the Placement Warrants.  In addition, the Company has agreed
with the Underwriter, under certain circumstances, to register the Shares and
Class A Warrants subject to the Unit Purchase Option for distribution to the 
public.  Exercise of these registration rights could involve a substantial 
expense to the Company and could prove a hindrance to future financings. 

      Shares Under Stock Option Plan.  The Company has reserved 250,000 
shares of its Common Stock for issuance upon exercise of stock options or 
similar awards which may be granted pursuant to the Company's 1995 Stock 
Option Plan (hereinafter the "Plan").  At the date hereof, restricted stock 
grants covering 28,000 shares and options to purchase an aggregate of 
212,500 shares have been issued under the Plan.  Exercise of the Unit 
Purchase Option, the Placement Warrants, the outstanding warrants and stock 
options, and those which have been or may be granted under the Plan 
(collectively, the "Convertible Securities"), will reduce the percentage of 
Common Stock held by the public stockholders.  Further, the terms on which 
the Company could obtain additional capital during the life of the 
Convertible Securities may be adversely affected, and it should be expected 
that the holders of the Convertible Securities would exercise them at a time 
when the Company would be able to obtain equity capital on terms more 
favorable than those provided for by such Convertible Securities. 

      OTC Bulletin Board; Volatility of Price.   Currently, the Common Stock 
is quoted on the OTC Bulletin Board.   The OTC Bulletin Board offers less 
trading liquidity than Nasdaq.  Quotes for securities traded on the OTC 
Bulletin Board are not as widely available in newspapers as are those for 
Nasdaq.  Therefore, this lack of readily available price information may 
impair the ability of purchasers of the Common Stock to resell the 
securities offered hereby at or near their purchase price or at any price.  
Furthermore, it is unlikely that a lending institution will accept the 
Company's securities as pledged collateral for loans even if a regular 
trading market develops.  The trading price of the Common Stock could be 
subject to wide fluctuations in response to quarterly variations in the 
Company's operating results, announcements by the Company or others, 
developments affecting the Company, and other events or factors.  In 
addition, the stock market has experienced extreme price and volume 
fluctuations in recent years.  These fluctuations have had a substantial 
effect on the market price for many companies, often unrelated to the 
operating performance of such companies and may adversely affect the market 
price of the Common Stock. 

      Proceeds of the Offering.  The Company will not receive any of the 
proceeds of this offering.  All of the proceeds of this offering will be 
received by the Selling Security Holders.  However, the Company will  
receive the consideration necessary for the exercise of outstanding options 
issued under the Plan, if and when such options are exercised.  See "Use of 
Proceeds."  

      Possible Future Sales of Shares by the Selling Security Holders.  
Subject to the restrictions described under "Risk Factors -- Shares Eligible 
for Future Sale" and applicable law, the Selling Security Holders could 
cause the sale of any or all the shares of Common Stock they own upon the 
effectiveness of the Registration Statement of which this Prospectus forms a 
part.  The Selling Security Holders may determine to sell shares of Common 
Stock from time to time for any reason.  Although the Company can make no 
prediction as to the effect, if any, that sales of shares of Common Stock 
owned by Selling Security Holders would have on the market price prevailing 
from time to time, sales of substantial amounts of Common Stock, or the 
availability of such shares for sale in the public market, could adversely 
affect prevailing market prices of Common Stock. 

      Shares Eligible for Future Sale.  There are 1,736,433 shares of Common 
Stock currently outstanding.  To the extent they are not held by 
"affiliates," the 327,768 shares sold in the Company's initial public 
offering, approximately 106,000 shares publicly resold under Rule 144, and 
the shares of Common Stock offered hereby are eligible for sale in the 
public market.  All of the remaining issued and outstanding shares of Common 
Stock are currently "restricted securities" for purposes of the Act.  
Although the Company can make no prediction as to the effect, if any, that 
sales of the shares of Common Stock referred to above would have on the 
market price prevailing from time to time, sales of substantial amounts of 
Common Stock, or the availability of such shares for sale in the public 
market could adversely affect prevailing prices of the Common Stock. 

      Potential Effect of Penny Stock Rules on Liquidity of Common Stock.  
If the Company's securities are not listed on NASDAQ SmallCap market or 
certain other national securities exchanges and the price thereof falls 
below $5.00, then subsequent purchases of such securities will be subject to 
the requirements of the penny stock rules absent the availability of another 
exemption.  The Securities and Exchange Commission ("SEC") has adopted rules 
that regulate broker-dealer practices in connection with transactions in 
"penny stocks."  Penny stocks generally are equity securities with a price 
of less than $5.00 (other than securities registered on certain national 
securities exchanges or quoted on the Nasdaq system).  The penny stock rules 
require a broker-dealer to deliver a standardized risk disclosure document 
required by the SEC, to provide the customer with current bid and offer 
quotations for the penny stock, the compensation of the broker-dealer and 
its salesperson in the transaction, monthly account statements showing the 
market value of each penny stock held in the customer's account, to make a 
special written determination that the penny stock is a suitable investment 
for the purchaser and receive the purchaser's written agreement to the 
transaction.  These disclosure requirements may have the effect of reducing 
the level of trading activity in the secondary market for a stock that 
becomes subject to the penny stock rules.  If the Company's securities 
become subject to the penny stock rules, stockholders may find it more 
difficult to sell their securities.  If the Company's securities were 
subject to the existing or proposed regulations on penny stocks, the market 
liquidity for the Company's securities could be severely and adversely 
affected by limits on the ability of broker/dealers to sell the Company's 
securities and the ability of purchasers in this offering to sell their 
securities in the secondary market. 

      Limitation on Directors' Liabilities under Delaware Law.  Pursuant to 
the Company's Certificate of Incorporation and under Delaware law, directors 
of the Company are not liable to the Company or its stockholders for 
monetary damages for breach of fiduciary duty, except for liability in 
connection with a breach of duty of loyalty, for acts or omissions not in 
good faith or which involve intentional misconduct or a knowing violation of 
law, for dividend payments or stock repurchases illegal under Delaware law 
or any transaction in which a director has derived an improper personal 
benefit. 
 
      Authorization and Discretionary Issuance of Preferred Stock.  The 
Company's Certificate of Incorporation authorizes the issuance of "blank 
check" preferred stock with such designations, rights and preferences as may 
be determined from time to time by the Board of Directors.  Accordingly, the 
Board of Directors is empowered, without stockholder approval, to issue 
preferred stock with dividends, liquidation, conversion, voting or other 
rights which could adversely affect the relative voting power or other 
rights of the holders of the Company's Common Stock.  In the event of 
issuance, the preferred stock could be used, under certain circumstances, as 
a method of discouraging, delaying or preventing a change in control of the 
Company, which could have the effect of discouraging bids for the Company 
and thereby prevent stockholders from receiving the maximum value for their 
shares.  Although the Company has no present intention to issue any shares 
of its preferred stock, there can be no assurance that the Company will not 
do so in the future. 
 
                               USE OF PROCEEDS 

      The shares which may be sold under this Prospectus will be sold for 
the respective accounts of each of the Selling Stockholders.   Accordingly, 
the Company will not realize any proceeds from the sale of the shares, 
except that the Company will derive net proceeds of approximately $575,000 
if all of the options currently outstanding are exercised.  Such funds will 
be available to the Company for working capital and general corporate 
purposes.  No assurance can be given, however, as to when or if any or all 
of the options will be exercised.  All expenses of the registration of the 
Shares will be paid for by the Company.  See "Selling Shareholders" and 
"Plan of Distribution." 
 
                            SELLING SHAREHOLDERS 

      The following table sets forth the name and relationship to the 
Company of each Selling Shareholder and the number of shares of Common Stock 
which each Selling Shareholder (1) owned of record as of April 21, 1997; (2) 
may acquire pursuant to the exercise of a previously granted option or 
options which hereafter may be granted under the Plan, all of which Shares 
may be sold pursuant to this Prospectus; and (3) the amount of Common Stock 
to be owned by each Selling Shareholder assuming the grant of the maximum 
number of shares issuable under the Plan, the exercise of all options 
granted under the Plan, and the sale of all shares acquired upon exercise of 
such options.

<TABLE>
<CAPTION>

                                               Expected to Acquire    Amount of Common      Percentage of 
                                              Pursuant to the Plans   Stock to be Owned     Common Stock
Name and Relationship         Owned as of     and Offered Pursuant   After Exercise and  Owned After Exercise
   to the Company             April 21, 1997        Hereto(1)              Sales             and Sales
-------------------------------------------------------------------------------------------------------------
 
<S>                               <C>                <C>                     <C>                  <C>
Mission Bay Consulting, Inc. 
(Consultant)                      28,000             200,000                 0                    0% 
 
--------------------
<F1>   Includes shares that may be acquired within 180 days upon exercise of 
       options, subject to certain vesting conditions. 
 
</TABLE>

                            PLAN OF DISTRIBUTION 

      The securities covered by this Prospectus (the "Securities") may be 
sold from time to time by the Selling Security Holders, or by pledgees, 
transferees or other successors in interest, on the NASD's OTC Bulletin 
Board (or such other exchange on which the Securities are listed at the time 
of sale), in the over-the-counter market or otherwise, at prices and at 
terms then prevailing or at prices related to the then current market price, 
or in privately negotiated transactions.  The Securities may be sold by 
various methods, including, but not limited to one or more of the following; 
(a) directly in a privately negotiated transaction; (b) a block trade in 
which the broker or dealer so engaged will attempt to sell the Securities as 
agent but may position and resell a portion of the block as principal to 
facilitate the transaction; (c) purchased by a broker or dealer as principal 
and resale by such broker or dealer for its own account pursuant to this 
Prospectus; (d) an exchange transaction in accordance with the rules of such 
exchange; and (e) ordinary brokers transactions and transactions in which 
the broker solicits purchasers.  In effecting sales, brokers or dealers 
engaged by the Selling Security Holders may arrange for other brokers or 
dealers to participate.  Alternatively, the Selling Security Holders may 
from time to time offer the Securities through underwriters, dealers or 
agents who may receive compensation in the form of underwriting discounts, 
concessions or commissions from the Selling Security Holders and/or the 
purchasers of Securities for whom they may act as agents.  In addition any 
of the Securities which qualify for sale pursuant to Rule 144 under the Act, 
or otherwise pursuant to an applicable exemption under the Act, may be sold 
other than pursuant to this Prospectus. 

      The Selling Security Holders and any such underwriters, dealers or 
agents that participate in the distribution of Securities may be deemed to 
be underwriters, and any profit on the sale of the Securities by them and 
any discounts, commissions or concessions received by them may be deemed to 
be underwriting discounts and commissions under the Act.  The Securities may 
be sold from time to time in one or more transactions at a fixed offering 
price, which may be changed, or at varying prices determined at the time of 
sale or at negotiated prices.  Such prices will be determined by the Selling 
Security Holders or by an agreement between the Selling Security Holders and 
underwriters or dealers.  Brokers or dealers acting in connection with the 
sale of the Securities contemplated by this Prospectus may receive fees or 
commissions in connection therewith. 

      At the time a particular offer of Securities is made, to the extent 
required, a supplement to this Prospectus will be distributed which will 
identify and set forth the aggregate amount of Securities being offered and 
the terms of the offering, including the name or names of any underwriters, 
dealers or agents, the purchase price paid by any underwriter for Securities 
purchased from the Selling Security Holders, any discounts, commissions and 
other items constituting compensation from the Selling Security Holders 
and/or the Company and any discounts, commissions or concessions allowed or 
reallowed or paid to dealers, including the proposed selling price to the 
public.  Such supplement to this Prospectus and, if necessary, a post-
effective amendment to the Registration Statement of which this Prospectus 
is a part, will be filed with the Commission to reflect the disclosure of 
additional information with respect to the distribution of the Securities.  
The Company will pay all of the expenses incident to the registration and 
certain other expenses related to this offering with respect to Securities, 
other than underwriting commissions and discounts, normal commission 
expenses and brokerage fees, applicable transfer taxes and attorney's fees 
of Selling Security Holders' counsel. 

      Upon the Company's being notified by any Selling Stockholder that any 
material arrangement has been entered into with a broker-dealer for the sale 
of Securities through a cross or block trade, a supplemental prospectus will 
be filed under Rule 424(c) under the Securities Act, setting forth the name 
of the participating broker-dealer(s), the number of shares involved, the 
price at which such shares were sold by the Selling Stockholder, the 
commissions paid or discounts or concessions allowed by the Selling 
Shareholder to such broker-dealer(s), and where applicable, that such 
broker-dealer(s) did not conduct any investigation to verify the information 
set out in this Prospectus. 

      Any Securities covered by this Prospectus which qualify for sale 
pursuant to Rule 144 under the Securities Act may be sold under that Rule 
rather than pursuant to this Prospectus. 

      The Selling Security Holders have entered into indemnification 
agreements with the Company pursuant to which the Company will be 
indemnified against failure by the Selling Security Holders to deliver a 
Prospectus if required, as well as against certain civil liabilities, 
including liabilities under the Act or the Exchange Act, incurred in 
connection with any untrue (or alleged untrue) statement of a material fact 
or omission of a material fact in this Registration Statement to the extent 
such liability relates to information supplied by the Selling Security 
Holder for inclusion in the Registration Statement or Prospectus. 

      Under applicable rules and regulations under the Exchange Act, any 
person engaged in a distribution of the Securities may not enter bids to 
purchase, purchase or engage in similar trading or market making activities 
with respect to the Securities for a period commencing nine business days 
prior to the commencement of such distribution and ending with the 
completion of such distribution.  In addition, and without limiting the 
foregoing, the Selling Security Holders and any person participating in the 
distribution of the Securities will be subject to applicable provisions of 
the Exchange Act and the rules and regulations thereunder, including without 
limitation Regulation M, which provisions may limit the timing of purchases 
and sales of the Securities by the Selling Security Holders.  All of the 
foregoing may affect the marketability of the Securities. 

      In order to comply with certain states' securities laws, if 
applicable, the Securities will be sold in such jurisdictions only through 
registered or licensed brokers or dealers.  In certain states the Securities 
may not be sold unless the Securities have been registered or qualified for 
sale in such state, or unless an exemption from registration or 
qualification is available and is obtained. 

      There can be no assurance that the Selling Security Holders will sell 
any or all of the Securities offered by them hereby. 
 
 
                                   PART II
                                   ------- 
 
               INFORMATION REQUIRED IN REGISTRATION STATEMENT 
 
 
ITEM 3 (FORM S-8): DOCUMENTS INCORPORATED BY REFERENCE 

      The following documents filed with the Commission (File No. 33-98682) 
pursuant to the Exchange Act are incorporated herein by reference: 

      1.  The Company's Annual Report on Form 10-KSB for the fiscal year 
          ended February 29, 1996, as filed and as amended from time to 
          time. 

      2.  The Company's Quarterly Report on Form 10-QSB for the quarter 
          ended May 31, 1996.

      3.  The Company's Quarterly Report on Form 10-QSB for the six months 
          ended August 31, 1996. 

      4.  The Company's Quarterly Report on Form 10-QSB for the nine months 
          ended November 30, 1996. 

      5.  All other reports filed by the Company pursuant to Section 13(a) 
          or 15(d) of the Exchange Act since January 14, 1997. 

      All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of 
this offering shall be deemed to be incorporated by reference in this 
Prospectus and to be a part of this Prospectus from the date of filing 
thereof. 

      Any statement contained in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of this Prospectus 
to the extent that a statement contained herein or in any other subsequently 
filed document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement.  Any such statement so 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute part of this Prospectus. 
 
ITEM 4 (FORM S-8): DESCRIPTION OF SECURITIES 
 
The Common Stock 

      Each holder of Common Stock is entitled to one vote per share in the 
election of directors and on all other matters submitted to a vote of 
stockholders.  The Common Stock has no cumulative voting rights.  The 
holders of shares of Common Stock have no preemptive rights and are entitled 
to share ratably in any dividends when, as and if declared by the Board of 
Directors out of funds legally available therefor.  In the event of a 
liquidation, dissolution or winding up of the Company, the holders of Common 
Stock are entitled to share ratably in all assets remaining available for 
distribution to them after payment of liabilities and after provision is 
made for each class of stock, if any, having preference over the Common 
Stock.  There are no pre-emptive or conversion rights, and the shares are 
not subject to redemption.  All shares of Common Stock now outstanding and 
shares to be outstanding upon completion of this Offering are, and will be, 
fully paid and non-assessable. 

      The Company's by-laws which govern the rights of stockholders of the 
Company in accordance with statutory guidelines set forth under the General 
Corporation Law of the State of Delaware, provide that such by-laws may be 
amended by a majority vote of the stockholders or by a majority vote of the 
Board of Directors.  Any amendment of the by-laws by action of the Board of 
Directors is subject to further amendment or repeal by a majority vote of 
the stockholders. 

      Stockholders do not have cumulative voting rights for the election of 
directors. Therefore, the holders of more than 50% of the shares voting for 
the election of directors could, if they chose to do so, elect all of the 
directors, and in such event, the holders of the remaining shares would not 
be able to elect any directors.

      The Company has not paid any dividends since its organization.  While 
the payment of dividends rests within the discretion of the Board of 
Directors, the Company presently intends to retain all earnings, if any, in 
the foreseeable future for use in the development of its business.  It is 
not anticipated that dividends will be paid in the foreseeable future.  
Moreover, there can be no assurance that dividends can or will ever be paid. 

      There are no provisions discriminating against any existing or 
prospective holder of the Company's Common Stock as a result of such holder 
owning a substantial amount of the Company's Common Stock. 

      With the exception of the authorized and unissued Preferred Stock, 
there is no provision in the Company's charter or by-laws that would have 
the effect of delaying, deferring or preventing a change in control in the 
Company or that would operate only with respect to an extraordinary 
corporate transaction involving the Company, such as a merger, 
reorganization, tender offer, sale or transfer of substantially all of the 
Company's assets, or liquidation.  The Company, in its original Certificate 
of Incorporation, opted out of the provisions of Section 203 of the Delaware 
General Corporation Law relating to certain business combination 
transactions. 
 
Transfer Agent 

      The Transfer Agent for the Company's Common Stock is Jersey Transfer 
and Trust Co., 201 Bloomfield Ave., P.O. Box 36, Verona, NJ 07044. 
 
ITEM 5 (FORM S-8): INTERESTS OF NAMED EXPERTS AND COUNSEL 

      The balance sheet of the Company as of February 29, 1996 and the 
statements of operations, changes in capital deficiency and cash flows for 
each of the years in the two-year period ended February 29, 1996, 
incorporated by reference in this Registration Statement have been audited 
by Richard A. Eisner & Company, LLP., independent auditors, whose report 
thereon, dated May 23, 1996, is included in the Company's Annual Report on 
Form 10-KSB for the year ended February 29, 1996 (the "1996 Annual Report").  
These financial statements have been incorporated herein by reference in 
reliance upon the report of Richard A. Eisner & Company, LLP, and upon their 
authority as experts in accounting and auditing. 

      The legality of the Common Stock to be offered hereby has been passed 
upon for the Company by Herten, Burstein, Sheridan, Cevasco, Bottinelli & 
Litt, 25 Main St., Court Plaza North, Hackensack, NJ 07601.  Gerard S. 
DiFiore, a member of the firm, holds a warrant to purchase 50,000 shares of 
Common Stock. 
 
ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3): INDEMNIFICATION OF DIRECTORS AND 
OFFICERS 

      The Company is permitted by Delaware law and required by its 
Certificate of Incorporation and By-Laws to indemnify any present or former 
director, officer, employee or agent against all expenses and liabilities 
reasonably incurred by him in connection with any legal action in which such 
person is involved by reason of his position with the Company unless he is 
adjudged liable for negligence or misconduct in the performance of his 
duties as a director, officer, employee or agent. 

      In addition to such other rights of indemnification as they may have 
as directors or as members of the committee (the "Committee") administering 
the Company's 1995 Stock Option Plan (the "Plan"), under the terms of the 
Plan the members of the Committee shall be indemnified by the Company 
against the reasonable expenses, including attorney's fees, actually and 
necessarily incurred in connection with the defense of any action, suit or 
proceeding, or in connection with any appeal therein, to which they or any 
of them may be a party by reason of any action taken or failure to act under 
or in connection with the Plan or any option granted thereunder, and against 
all amounts paid by them in settlement thereof (provided such settlement is 
approved by independent legal counsel selected by the Company) or paid by 
them in satisfaction of a judgment in any such action, suit or proceeding, 
except in relation to matters as to which it shall be adjudged in such 
action, suit or proceeding that such Board member is liable for negligence 
or misconduct in the performance of his duties. 

      Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers or persons 
controlling the Company pursuant to the foregoing provisions, the Company 
has been informed 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. 
 
ITEM 7 (FORM S-8):  EXEMPTION FROM REGISTRATION CLAIMED 

      The 28,000 shares of Common Stock issued under the Plan were issued in 
a transaction not involving a public offering and such offer and sale were 
therefore exempt pursuant to the provision of Section 4(2) under the Act. 

ITEM 20 (FORM S-8) AND ITEM 16 (FORM S-3):  EXHIBITS 
 
<TABLE>
<CAPTION>

Number               Description
------               ----------- 
 
<S>    <C>
1      Registrant's Certificate of Incorporation* 
 
2      Registrant's By-Laws* 
 
4.1    Registrant's 1995 Stock Option Plan* 
 
5.1    Opinion of Herten, Burstein, Sheridan, Cevasco, Bottinelli & Litt, LLC.
 
23.1   Consent of Richard A. Eisner & Company, LLP (included on page II-6) 
 
23.2   Consent of Herten, Burstein, Sheridan, Cevasco, Bottinelli & Litt, 
       LLC. (included in Exhibit 5.1) 
 
24.1   Powers of Attorney, included on the signature page of the Registration 
       Statement filed April 24, 1997. 
 
--------------------
*    Incorporated by reference to the Registrant's Form SB-2 Registration 
     Statement No. 33-98682 filed on October 29, 1995. 

</TABLE>
 
ITEM 21 (FORM S-8) AND ITEM 17 (FORM S-3):  UNDERTAKINGS 

      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. 

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

      We consent to the incorporation by reference in this Registration 
Statement of JD American Workwear, Inc. (the "Company") on Form S-8 and Form 
S-3 of our report dated May 23, 1996 on the financial statements of the 
Company as at February 29, 1996 and for each of the years in the two-year 
period ended February 29, 1996 appearing in the Company's annual report on 
Form 10-KSB for its fiscal year ended February 29, 1996.  We also consent to 
the reference to our firm under the caption "Interests of Named Experts and 
Counsel" included in the Registration Statement. 
 
 
 
 

                                       Richard A. Eisner & Company, LLP 
 
 
Cambridge, Massachusetts 
April 23, 1997 
 
 
 
                                 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/S-3. and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Coventry, State of Rhode Island, 
on April 22, 1997. 

                                       JD AMERICAN WORKWEAR, INC. 
 

                                       By:  /s/ DAVID N. DEBAENE
                                            David N. DeBaene, President 

      Know all persons by these presents, that each person whose signature 
appears below, constitutes and appoints  David N. DeBaene and,  jointly and 
severally, his attorneys-in-fact, each with the power of substitution, for 
him in any and all capacities, to sign any amendment to this Registration 
Statement on Forms S-8/S-3 and to file the same with exhibits thereto and 
other documents in connection therewith, with the Securities and Exchange 
Commission, hereby ratifying and confirming all that each of said attorneys-
in-fact, or his substitute or substitutes, may do or cause to be done by 
virtue hereof. 

      Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons on 
behalf of the Registrant and in the capacities and on the dates indicated. 

      Signatures                     Title                         Date
      ----------                     -----                         ---- 

/s/ DAVID N. DEBANE       Chairman of the Board, President    April 22, 1997
David N. DeBaene          and Chief Executive Officer 
                          (Principal Executive Officer) 

/s/ ANTHONY SANTUCCI      Chief Financial Officer 
Anthony Santucci          (Principal Financial Officer)       April 22, 1997

/s/ THOMAS A. LISI        Executive Vice President of Sales   April 22, 1997
Thomas A. Lisi            and Marketing and Director 
 
/s/ GERARD S. DIFIORE     Assistant Secretary and Director    April 23, 1997
Gerard S. DiFiore 
 
/s/ ELIZABETH COTTER      Director                            April 22, 1997
Elizabeth Cotter
 
/s/ DEAN M. DENUCCIO      Director                            April 22, 1997 
Dean M. Denuccio
[{"type": "S-8", "sequence": "1", "description": "BODY OF FORM S-8/S-3", "secsgml_size_bytes": 62579}]
{"company-data": {"conformed-name": "JD AMERICAN WORKWEAR INC", "cik": "0000949982", "assigned-sic": "2320", "irs-number": "050460102", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25799", "film-number": "97586794"}, "business-address": {"street1": "46 OLD FLAT RIVER RD", "city": "COVENTRY", "state": "RI", "zip": "02816", "phone": "4013976800"}}
As filed with the Securities and Exchange Commission on April 24, 1997.
 
                                                Registration No. 333-         
==============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

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

                            FORM S-8 AND FORM S-3

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                         JD AMERICAN WORKWEAR, INC.
                         -------------------------- 
             (Exact name of issuer as specified in its charter)

           Delaware                                 05-0460102
-------------------------------          -----------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

46 Old Flat River Road, Coventry, Rhode Island             02816
----------------------------------------------             -----
(Address of Principal Executive Offices)                 (Zip Code)

              JD AMERICAN WORKWEAR, INC. 1995 Stock Option Plan
              -------------------------------------------------
                          (Full title of the plan)

    David N. DeBaene, 46 Old Flat River Road, Coventry, Rhode Island 02816
    ----------------------------------------------------------------------
                   (Name and address of agent for service)

                               (401) 397-6800
                     -----------------------------------
        (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:  Upon 
exercise of the options granted under the Stock Option Plan, but in no event 
prior to the effective date of this Registration Statement. 

      If the only securities being registered on this Form are being offered 
pursuant to dividend or interest reinvestment plans, please check the 
following box.     [ ]

      If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act of 1933, other than securities offered only in connection 
with dividend or interest reinvestment plans, check the following box.  [X]
 
                       CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed    Proposed
      Title of                        maximum     maximum 
     securities          Amount      offering    aggregate      Amount of
       to be              to be      price per    offering    Registration 
     registered       registered(1)    share       price         Fee(2)
--------------------------------------------------------------------------
Common Stock  
$.002 par value          250,000       $5.75     $1,437,500      $435.61
==========================================================================
The aggregate amount of securities registered hereunder is 250,000 
      shares of Common Stock.  Pursuant to Rule 416 promulgated under the 
      Securities Act of 1933, as amended, this Registration Statement covers 
      such additional shares of Common Stock to be offered or issued to 
      prevent dilution as a result of future stock splits, stock dividends 
      or similar transactions.
The fee with respect to these shares has been calculated pursuant to 
      paragraphs (h) and (c) of Rule 457 upon the basis of $5.75, the average
      of the bid and asked price per share of the Registrant's Common Stock on
      April 22, 1997, a date within five (5) business days prior to the date of
      filing of this Registration Statement, as reported by the OTC Bulletin
      Board ("OTCBB") of the National Association of Securities Dealers'
      Automated Quotation System.
EXPLANATORY NOTE 

      This Registration Statement contains two parts.  The first part 
contains a prospectus pursuant to Form S-3 (in accordance with Section C of 
the General Instructions to Form S-8) which covers reoffers and resales by 
affiliates and non-affiliates of JD American Workwear, Inc. (the 
"Registrant") of shares of Common Stock of the Registrant to be issued upon 
exercise of options granted pursuant to the Registrant's 1995 Stock Option 
Plan.  The second part contains Information Required in the Registration 
Statement pursuant to Part II of Form S-8 and certain items from Information 
Not Required in the Prospectus pursuant to Part II of Form S-3.  Pursuant to 
the introductory Note to Part I of Form S-8, the Plan Information specified 
by Part I is not being filed with the Securities and Exchange Commission. 
============================================================================

PROSPECTUS 
(Form S-3) 

                         JD AMERICAN WORKWEAR, INC. 
 
                               250,000 Shares 
                       Common Stock ($.002 par value) 
                                ------------ 
              JD American Workwear, Inc. 1995 Stock Option Plan 
                                ------------ 

      This Prospectus is being used in connection with the offering from 
time to time by certain shareholders (the "Selling Shareholders") of JD 
American Workwear, Inc. (the "Company") or their successors in interest of 
shares of the Common Stock ($.002 par value) of the Company ("Common Stock") 
which have been issued under, or may be acquired upon the exercise of, stock 
options pursuant to the Company's 1995 Stock Option Plan (the "Plan"). 

      The Common Stock may be sold from time to time by the Selling 
Shareholders or by their pledgees, donees, transferees or other successors 
in interest.  Such sales may be made in the over-the-counter market or 
otherwise at prices and at terms then prevailing or at prices related to the 
then current market price, or in negotiated transactions.  The Common Stock 
may be sold by one or more of the following:  (a) block trades in which the 
broker or dealer so engaged will attempt to sell the shares as agent but may 
position and resell portions of the block as principal to facilitate the 
transaction; (b) purchases by a broker or dealer as principal and resale by 
such broker or dealer for its account pursuant to this Prospectus; (c) an 
exchange distribution in accordance with the rules of such exchange; and (d) 
ordinary brokerage transactions and transactions in which the broker 
solicits purchases.  In effecting sales, brokers or dealers engaged by the 
Selling Shareholders may arrange for other brokers or dealers to 
participate.  Brokers or dealers will receive commissions or discounts from 
Selling Shareholders in amounts to be negotiated immediately prior to the 
sale.  Such brokers or dealers and any other participating brokers or 
dealers may be deemed to be "underwriters" within the meaning of the 
Securities Act of 1933, as amended (the "Act") in connection with such 
sales.  In addition, any securities covered by this Prospectus which qualify 
for sale pursuant to Rule 144 may be sold under Rule 144 rather than 
pursuant to this Prospectus.  The Company will not receive any of the 
proceeds from the sale of these shares, although it has paid the expenses of 
preparing this Prospectus and the related Registration Statement. 
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE. 

      The bid and asked prices of the Company's Common Stock on April 22, 
1997 as reported by the NASD's OTC Bulletin Board was $5.50 and $6.00, 
respectively. 
 
               The date of this Prospectus is April 24, 1997.

      NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY 
REPRESENTATIONS, OTHER THAN AS CONTAINED HEREIN, IN CONNECTION WITH THE 
OFFER MADE IN THE PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT 
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 
COMPANY. 
 
                                ------------ 

      The Company has filed with the Securities and Exchange Commission, a 
Registration Statement under the Securities Act of 1933, as amended, with 
respect to the securities offered by this Prospectus.  This Prospectus does 
not contain all of the information set forth in the Registration Statement, 
certain parts of which are omitted in accordance with the rules and 
regulations of the Commission.  Additional information concerning the 
securities offered hereby is to be found in the Registration Statement 
including various exhibits thereto, which may be inspected at the 
Commission's office in Washington, D.C. 
 
                            AVAILABLE INFORMATION 

      The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports, proxy statements and other information 
with the Securities and Exchange Commission (the "Commission").  Such 
reports, proxy statements and other information filed by the Company can be 
inspected and copied at the public reference facilities maintained by the 
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and 
the Commission's regional offices located at Seven World Trade Center, Suite 
1300, New York, New York 10048; and 500 West Madison Street, Suite 1400, 
Chicago, Illinois 60661-2511, and copies of such material can be obtained 
from the Public Reference Section of the Commission, Washington, D.C. 20549 
at prescribed rates.  

      The Common Stock of the Company is listed for quotation on the NASD's 
Over The Counter Bulletin Board ("OTCBB") and is traded under the Symbol 
"JDAW".  Reports, proxy statements and other information filed by the 
Company can be inspected at the offices of OTCBB, 1735 "K" Street, N.W., 
Washington, D.C.  20006. 
                                ------------ 
 
                     DOCUMENTS INCORPORATED BY REFERENCE 

      The following documents filed with the Commission (File No. 33-98682) 
pursuant to the Exchange Act are incorporated herein by reference: 

      1.  The Company's Annual Report on Form 10-KSB for the fiscal year 
          ended February 29, 1996, as filed and as amended from time to time. 

      2.  The Company's Quarterly Report on Form 10-QSB for the quarter 
          ended May 31, 1996.

      3.  The Company's Quarterly Report on Form 10-QSB for the six months 
          ended August 31, 1996. 

      4.  The Company's Quarterly Report on Form 10-QSB for the nine months 
          ended November 30, 1996. 

      5.  All other reports filed by the Company pursuant to Section 13(a) 
          or 15(d) of the Exchange Act since January 14, 1997. 

      All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of 
this offering shall be deemed to be incorporated by reference in this 
Prospectus and to be a part of this Prospectus from the date of filing 
thereof. 

      Any statement contained in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of this Prospectus 
to the extent that a statement contained herein or in any other subsequently 
filed document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement.  Any such statement so 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute part of this Prospectus. 

      The Company will provide without charge to each person to whom this 
Prospectus is delivered, upon written or oral request of that person, a copy 
of all documents incorporated by reference into the Registration Statement 
of which this Prospectus is a part, other than exhibits to those documents 
(unless such exhibits are specifically incorporated by reference into such 
documents).  Requests for such documents should be directed to Anthony 
Santucci, Chief Financial Officer, JD American Workwear, Inc., 46 Old Flat 
River Road, Coventry, Rhode Island 02816, telephone:  (401) 397-6800. 
 
                                 THE COMPANY 

Recent Developments

      On April 10, 1996, the second closing was held for the Company's 
initial public offering (the "Public Offering") which was made pursuant to a 
Registration Statement filed with the Commission and declared effective on 
January 11, 1996.  Pursuant to the Public Offering, the Company sold an 
aggregate of 327,768 units (the "Units").  The Public Offering was 
underwritten on a best efforts basis by Merit Capital Associates, Inc., 
Westport, Connecticut.  Each Unit consisted of one (1) share of Common Stock 
and one (1) redeemable Class A Common Stock Purchase Warrant ("Class A 
Warrant").  Each Class A Warrant entitles the holder to receive a unit of 
securities of the Company consisting of one (1) share of Common Stock and 
one (1) redeemable Class B Common Stock Purchase Warrant ("Class B 
Warrant").  The exercise price of the Class A Warrants is $7.00 per unit, 
subject to adjustment, and $8.00 per share with respect to the Class B 
Warrants, subject to adjustment.  The Class A Warrants and the Class B 
Warrants expire on January 10, 2001 and are subject to redemption under 
certain conditions.  Pursuant to the Public Offering, the Company received 
gross offering proceeds of approximately $2,050,000.  Following the second 
closing of the Public Offering, the Company's Common Stock and Class A 
Warrants commenced trading on the National Association of Securities 
Dealers' OTC Bulletin Board under the symbols JDAW and JDAWW. 

      In addition, in connection with the Public Offering, holders of 
various classes of the Company's debt agreed to convert the principal and 
accrued interest of such indebtedness into shares of Common Stock of the 
Company.  Pursuant to these agreements (collectively the "Conversion 
Agreements"), an aggregate of 349,225 shares of Common Stock were issued in 
respect of approximately $943,575 aggregate principal and approximately 
$190,425 of accrued interest.  In addition, approximately $300,000 of the 
proceeds of the offering were used to repay holders of classes of the 
Company's indebtedness who did not agree to full conversion. 

      On July 1, 1996, holders of the Company's 15% Purchase Order Financing 
Notes agreed to convert the principal of $195,511 and all accrued interest 
thereon of $58,250 into Common Stock at a conversion price of $4.00 per 
share, or in aggregate of 63,440 shares of Common Stock. 

      In December 1996 and March 1997 the Company issued to two accredited 
investors an aggregate of $200,000 principal amount 10% Secured Convertible 
Notes due April 30, 1998 in order to meet the Company's continuing need for 
capital. 
 
Company Background 

      JD American Workwear, Inc. designs, markets and sells commercial and 
industrial workwear highlighted by its two key proprietary safety products, 
denim safety work jeans ("JD Safety Work JeansT") and cotton\poly blend 
uniform style Safety Work Pants ("JD Safety Uniform PantsT").  The Company 
is a party to various supply agreements that will enable it to offer a 
complete line of commercial and industrial footwear and workwear to 
complement its JD Safety Work Jeans and JD Safety Uniform Pants.  The 
Company's initial product, JD Safety Work Jeans, was designed and patented 
by David N. DeBaene, the Company's founder and President, and the Company 
has recently received from the Patent and Trademark Office a Notice of 
Allowance with respect to its patent application for its Safety Uniform 
Pants.  The Company expects this patent to issue in May or June 1997. 

      The Company has a manufacturing arrangement with Reed Manufacturing 
Co., Inc. ("Reed") pursuant to which Reed manufactures both the JD Safety 
Work Jeans and JD Safety Uniform Pants to the Company's specifications.  The 
Company also has an arrangement pursuant to which Reed supplies, under the 
Company's own label, a complete line of uniform workwear to complement its 
proprietary safety products.  The Company has a similar supply arrangement 
with Mason Shoe of Chippewa Falls, Wisconsin, an established maker of 
commercial and industrial footwear. 

      The Company was incorporated in Rhode Island in 1991 under the name 
Jaque Dubois, Inc. and in 1994 changed its state of incorporation to 
Delaware.  In July 1995, the Company's name was changed to JD American 
Workwear, Inc.  The Company's business address is 46 Old Flat River Road, 
Coventry, Rhode Island  02816, and its telephone number is (800) 43-JEANS 
(435-3267). 
 
                         FORWARD LOOKING STATEMENTS 

      When used in this Prospectus, the words "may," "will," "expect," 
"anticipate," "continue," "estimate," "project," "intend" and similar 
expressions are intended to identify forward-looking statements within the 
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the 
Securities Exchange Act of 1934 regarding events, conditions and financial 
trends that may affect the Company's future plans of operations, business 
strategy, operating results and financial position.  Prospective investors 
are cautioned that any forward-looking statements are not guarantees of 
future performance and are subject to risks and uncertainties and that 
actual results may differ materially from those included within the forward-
looking statements as a result of various factors. Such factors are 
described in the Company's Exchange Act reports under the headings 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations," "The Company," "Business" and in the Risk Factors set forth 
below. 
 
                                RISK FACTORS 

      All prospective investors should carefully consider, among other 
things, the following factors before purchasing any securities offered 
hereby: 

      Accumulated Deficit and Operating Losses and Anticipated Continuing 
Losses; Explanatory Language in Auditor's Report Regarding Ability to 
Continue as Going Concern.  The Company had an accumulated deficit at 
February 29, 1996 of $2,530,249 and incurred a net loss of $1,171,988 for 
the fiscal year ended February 29, 1996.  At November 30, 1996, the 
accumulated deficit was $3,059,004 and the Company's net loss for the nine 
months then ended was $528,755.  Because the Company has recently emerged 
from the development stage and is attempting to scale up its operations, it 
is expected that the Company will continue to sustain losses for the fiscal 
year ended February 28, 1997, for part if not all of the fiscal year ending 
February 28, 1998, and perhaps thereafter.  The Company had significant 
negative cash flow from operations during each of fiscal 1995, 1996 and 1997 
and the Company continues to experience negative cash flow as it builds 
inventory to be in a position to aggressively pursue market opportunities.  
Additionally, the Company's financial statements are presented on the basis 
that the Company is a going concern, which contemplates the realization of 
assets and the satisfaction of liabilities in the ordinary course of 
business.  The report of the Company's auditors concerning the Company's 
financial statements for the two years ended February 29, 1996 includes an 
explanatory paragraph expressing substantial doubt with respect to the 
Company's ability to continue as a going concern.  The financial statements 
do not include any adjustments that might result from the outcome of this 
uncertainty. 

      Need for Additional Financing.  The Company will be required to seek 
additional financing if adequate levels of revenue are not realized, if 
higher than anticipated costs are incurred in the expansion of the Company's 
manufacturing and marketing activities, or if product demand exceeds 
expected levels.  There can be no assurance that any additional financing 
thereby necessitated will be available on acceptable terms to the Company, 
if at all. 

      Manufacturing, Distribution and Scale Up Risks.  Although the Company 
has established numerous customer relationships as well as relationships 
with suppliers and manufacturers to conduct operations at higher unit 
volumes, difficulties may be experienced in inventory management, product 
distribution and other areas until the Company's operations have been scaled 
up for some period of time.  Since the Company's manufacturing arrangement 
with Reed Manufacturing Co., Inc. is relatively new, difficulties such as 
production delays and quality control problems may be encountered.  In the 
past, the Company switched manufacturers on two occasions, once because of 
the Company's capital constraints in meeting minimum production levels and 
once because of the manufacturer's quality control problems.  These past 
incidents caused an inventory shortage which adversely affected the 
Company's operations.  During a portion of fiscal 1997, the Company was 
unable, due to capital constraints, to maintain its production schedule with 
Reed, and thereby incurred production surcharges of approximately $30,000.  
This could recur if the Company does not obtain additional capital.  
Stockholders should be aware that unanticipated problems, many of which may 
be beyond the Company's control, could be encountered.  These include, but 
are not limited to, product development, marketing and customer support 
problems, increased competition, new manufacturer learning curve, and lack 
of credibility with suppliers and customers.  There can be no assurance that 
the Company's products will achieve broad based market acceptance or that in 
view of the extensive manufacturing, sales and marketing and general 
overhead costs expected to be incurred by the Company, that any sales will 
result in positive cash flow or profitable operations. 

      Dependence on Limited Management; Part Time Chief Financial Officer.  
The success of the Company is substantially dependent on the efforts and 
abilities of its founder and President, David N. DeBaene, Thomas A. Lisi, 
its Executive Vice President of Sales and Marketing, and Anthony Santucci, 
its Chief Financial Officer.  Decisions concerning the Company's business 
and its management are and will continue to be made or significantly 
influenced by Messrs. DeBaene, Lisi and Santucci.  The loss or interruption 
of their continued services would have a materially adverse effect on the 
Company's business operations and prospects.  Mr. Santucci is not required 
to devote, and does not devote, full time to the Company.  Mr. Santucci's 
oral agreement with the Company does not require him to devote any minimum 
amount of time to the Company's business, although it does require him to 
perform activities related to his office as he shall be reasonably directed 
and use his best efforts, skills and abilities to promote the best interests 
of the Company.  In the event that the Company's growth is rapid and 
sustained, the Company may be forced to seek the services of a full time 
Chief Financial Officer if Mr. Santucci is not in a position to render such 
services to the Company. 

      Control by Current Stockholders, Officers and Directors.  Management 
and affiliates of the Company currently beneficially own (including shares 
they have the right to acquire) approximately 41% of the outstanding Common 
Stock.  These persons are and will continue to be able to exercise control 
over the election of the Company's directors and the appointment of 
officers. 

      Limited Customer Base; Seasonality.  A significant amount of the 
Company's past sales have been derived from a relatively small number of 
customers.  Failure of the Company to expand its customer base could have 
a material adverse effect on the Company's results of operations.  The 
Company's business has been subject to seasonal trends based upon climate, 
because the highly durable denim in JD Safety Work Jeans is heavier (and 
consequently warmer) than the materials used in conventional work jeans.  
Sales volume for JD Safety Work Jeans is higher during the fall and winter 
seasons and declines to lower levels during the spring and summer seasons.  
The Company believes that sales of JD Safety Uniform Pants and the 
conventional workwear now offered by the Company will be somewhat less 
sensitive to the seasonal trends which affect JD Safety Work Jeans.  The 
Company believes, therefore, that as its revenue mix changes to include 
greater uniform sales volume, overall seasonality will be reduced, but not 
eliminated. 

      Dividend Policy.  The Company has never declared or paid a dividend on 
its Common Stock, and management expects that a substantial portion of any 
future earnings will be retained for expansion or development of the 
Company's business.  The decision to pay dividends, if any, in the future is 
within the discretion of the Board of Directors and will depend upon the 
Company's earnings, capital requirements, financial condition and other 
relevant factors such as contractual obligations.  Management, therefore, 
does not anticipate that the Company will pay dividends on the Common Stock 
in the foreseeable future. 

      Significant Competition.  The work clothing industry is highly 
competitive and dominated by several large companies with substantially 
greater financial resources and name recognition than the Company.  Many of 
these companies are well established and possess substantially greater 
financial, technological and personnel resources than the Company.  The 
Company's ability to compete with such competition will depend on the 
features, quality and price of its products, customer service, effective 
sales and marketing programs and upon its ability to design innovative 
products which meet the needs of the marketplace.  No assurances can be 
given that the Company will be able to compete successfully. 

      Sales and Marketing.  The Company has a network of non-exclusive sales 
representatives.  The Company's future growth and profitability will depend 
in part, on the expansion of this representative network and later, if 
business conditions dictate, upon the building of an internal sales force, 
the hiring of a sufficient number of qualified sales agents and upon their 
ability to develop and continue relationships with commercial accounts. 

      Limited Proprietary Protection.  The Company holds a patent issued by 
the United States Patent and Trademark Office ("PTO") on one of its 
proprietary products - JD Safety Work Jeans.  In addition, the Company has 
received from the PTO a Notice of Allowance on its patent application for 
its uniform style JD Safety Uniform Pants.  The Company expects this patent 
to issue in May or June 1997.   No assurance can be given that this patent, 
if issued, or the patent on the JD Safety Work Jeans, will provide any 
meaningful protection.  The Company also has registered trademarks in the 
United States on the names Jaque Dubois(R), The Original Jaque Dubois 
Carpenter Jean(R) and The Original Jaque Dubois Construction Jean(R) which the
Company is in the process of discontinuing because of its name change.  The 
Company does not currently have any registered trademarks for the name JD 
American Workwear, but has filed applications with the PTO to register that 
name and certain proprietary trademarks that are currently and will in the 
future be used to identify the Company's principal products.  The Company 
regards the non-patented and the non-copyrighted technology and know-how 
related to its products as proprietary trade secrets and attempts to protect 
them with confidentiality agreements and confidentiality provisions in its 
employee handbook and in its various agreements.  Confidentiality 
agreements, however, may be difficult to enforce, and, despite the 
precautions the Company has taken, it may be possible for third parties to 
copy aspects of the Company's products or, without authorization, to obtain 
and use information which the Company regards as proprietary. 

      Underwriter's Unit Purchase Option and Additional Options and 
Warrants.  In connection with the Public Offering the Company issued to the 
Underwriter an option to purchase 32,777 Units exercisable at $8.4375 per 
unit for a term of three years commencing January 11, 1996 (the "Unit 
Purchase Option").  In addition, the Company has reserved shares of its 
Common Stock for issuance upon exercise of common stock purchase warrants, 
including approximately 181,000 warrants issued to investors in connection 
with the Company's 1995 private placements (collectively, the "Placement 
Warrants"), 50,000 warrants issued to an outside Director, and an aggregate 
of 469,648 (such amount being subject to certain vesting conditions) warrants 
issued to two outside consultants of the Company associated with the 
Underwriter.  None of these warrants are subject to the Plan, and they are 
not covered by the Registration Statement of which this Prospectus forms a 
part.  None of the Placement Warrants or other warrants have been exercised.
The holders of the Placement Warrants and certain of the other warrants have 
certain registration rights with respect to the public resale of the Common 
Stock underlying the Placement Warrants.  In addition, the Company has agreed
with the Underwriter, under certain circumstances, to register the Shares and
Class A Warrants subject to the Unit Purchase Option for distribution to the 
public.  Exercise of these registration rights could involve a substantial 
expense to the Company and could prove a hindrance to future financings. 

      Shares Under Stock Option Plan.  The Company has reserved 250,000 
shares of its Common Stock for issuance upon exercise of stock options or 
similar awards which may be granted pursuant to the Company's 1995 Stock 
Option Plan (hereinafter the "Plan").  At the date hereof, restricted stock 
grants covering 28,000 shares and options to purchase an aggregate of 
212,500 shares have been issued under the Plan.  Exercise of the Unit 
Purchase Option, the Placement Warrants, the outstanding warrants and stock 
options, and those which have been or may be granted under the Plan 
(collectively, the "Convertible Securities"), will reduce the percentage of 
Common Stock held by the public stockholders.  Further, the terms on which 
the Company could obtain additional capital during the life of the 
Convertible Securities may be adversely affected, and it should be expected 
that the holders of the Convertible Securities would exercise them at a time 
when the Company would be able to obtain equity capital on terms more 
favorable than those provided for by such Convertible Securities. 

      OTC Bulletin Board; Volatility of Price.   Currently, the Common Stock 
is quoted on the OTC Bulletin Board.   The OTC Bulletin Board offers less 
trading liquidity than Nasdaq.  Quotes for securities traded on the OTC 
Bulletin Board are not as widely available in newspapers as are those for 
Nasdaq.  Therefore, this lack of readily available price information may 
impair the ability of purchasers of the Common Stock to resell the 
securities offered hereby at or near their purchase price or at any price.  
Furthermore, it is unlikely that a lending institution will accept the 
Company's securities as pledged collateral for loans even if a regular 
trading market develops.  The trading price of the Common Stock could be 
subject to wide fluctuations in response to quarterly variations in the 
Company's operating results, announcements by the Company or others, 
developments affecting the Company, and other events or factors.  In 
addition, the stock market has experienced extreme price and volume 
fluctuations in recent years.  These fluctuations have had a substantial 
effect on the market price for many companies, often unrelated to the 
operating performance of such companies and may adversely affect the market 
price of the Common Stock. 

      Proceeds of the Offering.  The Company will not receive any of the 
proceeds of this offering.  All of the proceeds of this offering will be 
received by the Selling Security Holders.  However, the Company will  
receive the consideration necessary for the exercise of outstanding options 
issued under the Plan, if and when such options are exercised.  See "Use of 
Proceeds."  

      Possible Future Sales of Shares by the Selling Security Holders.  
Subject to the restrictions described under "Risk Factors -- Shares Eligible 
for Future Sale" and applicable law, the Selling Security Holders could 
cause the sale of any or all the shares of Common Stock they own upon the 
effectiveness of the Registration Statement of which this Prospectus forms a 
part.  The Selling Security Holders may determine to sell shares of Common 
Stock from time to time for any reason.  Although the Company can make no 
prediction as to the effect, if any, that sales of shares of Common Stock 
owned by Selling Security Holders would have on the market price prevailing 
from time to time, sales of substantial amounts of Common Stock, or the 
availability of such shares for sale in the public market, could adversely 
affect prevailing market prices of Common Stock. 

      Shares Eligible for Future Sale.  There are 1,736,433 shares of Common 
Stock currently outstanding.  To the extent they are not held by 
"affiliates," the 327,768 shares sold in the Company's initial public 
offering, approximately 106,000 shares publicly resold under Rule 144, and 
the shares of Common Stock offered hereby are eligible for sale in the 
public market.  All of the remaining issued and outstanding shares of Common 
Stock are currently "restricted securities" for purposes of the Act.  
Although the Company can make no prediction as to the effect, if any, that 
sales of the shares of Common Stock referred to above would have on the 
market price prevailing from time to time, sales of substantial amounts of 
Common Stock, or the availability of such shares for sale in the public 
market could adversely affect prevailing prices of the Common Stock. 

      Potential Effect of Penny Stock Rules on Liquidity of Common Stock.  
If the Company's securities are not listed on NASDAQ SmallCap market or 
certain other national securities exchanges and the price thereof falls 
below $5.00, then subsequent purchases of such securities will be subject to 
the requirements of the penny stock rules absent the availability of another 
exemption.  The Securities and Exchange Commission ("SEC") has adopted rules 
that regulate broker-dealer practices in connection with transactions in 
"penny stocks."  Penny stocks generally are equity securities with a price 
of less than $5.00 (other than securities registered on certain national 
securities exchanges or quoted on the Nasdaq system).  The penny stock rules 
require a broker-dealer to deliver a standardized risk disclosure document 
required by the SEC, to provide the customer with current bid and offer 
quotations for the penny stock, the compensation of the broker-dealer and 
its salesperson in the transaction, monthly account statements showing the 
market value of each penny stock held in the customer's account, to make a 
special written determination that the penny stock is a suitable investment 
for the purchaser and receive the purchaser's written agreement to the 
transaction.  These disclosure requirements may have the effect of reducing 
the level of trading activity in the secondary market for a stock that 
becomes subject to the penny stock rules.  If the Company's securities 
become subject to the penny stock rules, stockholders may find it more 
difficult to sell their securities.  If the Company's securities were 
subject to the existing or proposed regulations on penny stocks, the market 
liquidity for the Company's securities could be severely and adversely 
affected by limits on the ability of broker/dealers to sell the Company's 
securities and the ability of purchasers in this offering to sell their 
securities in the secondary market. 

      Limitation on Directors' Liabilities under Delaware Law.  Pursuant to 
the Company's Certificate of Incorporation and under Delaware law, directors 
of the Company are not liable to the Company or its stockholders for 
monetary damages for breach of fiduciary duty, except for liability in 
connection with a breach of duty of loyalty, for acts or omissions not in 
good faith or which involve intentional misconduct or a knowing violation of 
law, for dividend payments or stock repurchases illegal under Delaware law 
or any transaction in which a director has derived an improper personal 
benefit. 
 
      Authorization and Discretionary Issuance of Preferred Stock.  The 
Company's Certificate of Incorporation authorizes the issuance of "blank 
check" preferred stock with such designations, rights and preferences as may 
be determined from time to time by the Board of Directors.  Accordingly, the 
Board of Directors is empowered, without stockholder approval, to issue 
preferred stock with dividends, liquidation, conversion, voting or other 
rights which could adversely affect the relative voting power or other 
rights of the holders of the Company's Common Stock.  In the event of 
issuance, the preferred stock could be used, under certain circumstances, as 
a method of discouraging, delaying or preventing a change in control of the 
Company, which could have the effect of discouraging bids for the Company 
and thereby prevent stockholders from receiving the maximum value for their 
shares.  Although the Company has no present intention to issue any shares 
of its preferred stock, there can be no assurance that the Company will not 
do so in the future. 
 
                               USE OF PROCEEDS 

      The shares which may be sold under this Prospectus will be sold for 
the respective accounts of each of the Selling Stockholders.   Accordingly, 
the Company will not realize any proceeds from the sale of the shares, 
except that the Company will derive net proceeds of approximately $575,000 
if all of the options currently outstanding are exercised.  Such funds will 
be available to the Company for working capital and general corporate 
purposes.  No assurance can be given, however, as to when or if any or all 
of the options will be exercised.  All expenses of the registration of the 
Shares will be paid for by the Company.  See "Selling Shareholders" and 
"Plan of Distribution." 
 
                            SELLING SHAREHOLDERS 

      The following table sets forth the name and relationship to the 
Company of each Selling Shareholder and the number of shares of Common Stock 
which each Selling Shareholder (1) owned of record as of April 21, 1997; (2) 
may acquire pursuant to the exercise of a previously granted option or 
options which hereafter may be granted under the Plan, all of which Shares 
may be sold pursuant to this Prospectus; and (3) the amount of Common Stock 
to be owned by each Selling Shareholder assuming the grant of the maximum 
number of shares issuable under the Plan, the exercise of all options 
granted under the Plan, and the sale of all shares acquired upon exercise of 
such options.
Expected to Acquire    Amount of Common      Percentage of 
                                              Pursuant to the Plans   Stock to be Owned     Common Stock
Name and Relationship         Owned as of     and Offered Pursuant   After Exercise and  Owned After Exercise
   to the Company             April 21, 1997        Hereto(1)              Sales             and Sales
-------------------------------------------------------------------------------------------------------------
Mission Bay Consulting, Inc. 
(Consultant)                      28,000             200,000                 0                    0% 
 
--------------------
Includes shares that may be acquired within 180 days upon exercise of 
       options, subject to certain vesting conditions.
PLAN OF DISTRIBUTION 

      The securities covered by this Prospectus (the "Securities") may be 
sold from time to time by the Selling Security Holders, or by pledgees, 
transferees or other successors in interest, on the NASD's OTC Bulletin 
Board (or such other exchange on which the Securities are listed at the time 
of sale), in the over-the-counter market or otherwise, at prices and at 
terms then prevailing or at prices related to the then current market price, 
or in privately negotiated transactions.  The Securities may be sold by 
various methods, including, but not limited to one or more of the following; 
(a) directly in a privately negotiated transaction; (b) a block trade in 
which the broker or dealer so engaged will attempt to sell the Securities as 
agent but may position and resell a portion of the block as principal to 
facilitate the transaction; (c) purchased by a broker or dealer as principal 
and resale by such broker or dealer for its own account pursuant to this 
Prospectus; (d) an exchange transaction in accordance with the rules of such 
exchange; and (e) ordinary brokers transactions and transactions in which 
the broker solicits purchasers.  In effecting sales, brokers or dealers 
engaged by the Selling Security Holders may arrange for other brokers or 
dealers to participate.  Alternatively, the Selling Security Holders may 
from time to time offer the Securities through underwriters, dealers or 
agents who may receive compensation in the form of underwriting discounts, 
concessions or commissions from the Selling Security Holders and/or the 
purchasers of Securities for whom they may act as agents.  In addition any 
of the Securities which qualify for sale pursuant to Rule 144 under the Act, 
or otherwise pursuant to an applicable exemption under the Act, may be sold 
other than pursuant to this Prospectus. 

      The Selling Security Holders and any such underwriters, dealers or 
agents that participate in the distribution of Securities may be deemed to 
be underwriters, and any profit on the sale of the Securities by them and 
any discounts, commissions or concessions received by them may be deemed to 
be underwriting discounts and commissions under the Act.  The Securities may 
be sold from time to time in one or more transactions at a fixed offering 
price, which may be changed, or at varying prices determined at the time of 
sale or at negotiated prices.  Such prices will be determined by the Selling 
Security Holders or by an agreement between the Selling Security Holders and 
underwriters or dealers.  Brokers or dealers acting in connection with the 
sale of the Securities contemplated by this Prospectus may receive fees or 
commissions in connection therewith. 

      At the time a particular offer of Securities is made, to the extent 
required, a supplement to this Prospectus will be distributed which will 
identify and set forth the aggregate amount of Securities being offered and 
the terms of the offering, including the name or names of any underwriters, 
dealers or agents, the purchase price paid by any underwriter for Securities 
purchased from the Selling Security Holders, any discounts, commissions and 
other items constituting compensation from the Selling Security Holders 
and/or the Company and any discounts, commissions or concessions allowed or 
reallowed or paid to dealers, including the proposed selling price to the 
public.  Such supplement to this Prospectus and, if necessary, a post-
effective amendment to the Registration Statement of which this Prospectus 
is a part, will be filed with the Commission to reflect the disclosure of 
additional information with respect to the distribution of the Securities.  
The Company will pay all of the expenses incident to the registration and 
certain other expenses related to this offering with respect to Securities, 
other than underwriting commissions and discounts, normal commission 
expenses and brokerage fees, applicable transfer taxes and attorney's fees 
of Selling Security Holders' counsel. 

      Upon the Company's being notified by any Selling Stockholder that any 
material arrangement has been entered into with a broker-dealer for the sale 
of Securities through a cross or block trade, a supplemental prospectus will 
be filed under Rule 424(c) under the Securities Act, setting forth the name 
of the participating broker-dealer(s), the number of shares involved, the 
price at which such shares were sold by the Selling Stockholder, the 
commissions paid or discounts or concessions allowed by the Selling 
Shareholder to such broker-dealer(s), and where applicable, that such 
broker-dealer(s) did not conduct any investigation to verify the information 
set out in this Prospectus. 

      Any Securities covered by this Prospectus which qualify for sale 
pursuant to Rule 144 under the Securities Act may be sold under that Rule 
rather than pursuant to this Prospectus. 

      The Selling Security Holders have entered into indemnification 
agreements with the Company pursuant to which the Company will be 
indemnified against failure by the Selling Security Holders to deliver a 
Prospectus if required, as well as against certain civil liabilities, 
including liabilities under the Act or the Exchange Act, incurred in 
connection with any untrue (or alleged untrue) statement of a material fact 
or omission of a material fact in this Registration Statement to the extent 
such liability relates to information supplied by the Selling Security 
Holder for inclusion in the Registration Statement or Prospectus. 

      Under applicable rules and regulations under the Exchange Act, any 
person engaged in a distribution of the Securities may not enter bids to 
purchase, purchase or engage in similar trading or market making activities 
with respect to the Securities for a period commencing nine business days 
prior to the commencement of such distribution and ending with the 
completion of such distribution.  In addition, and without limiting the 
foregoing, the Selling Security Holders and any person participating in the 
distribution of the Securities will be subject to applicable provisions of 
the Exchange Act and the rules and regulations thereunder, including without 
limitation Regulation M, which provisions may limit the timing of purchases 
and sales of the Securities by the Selling Security Holders.  All of the 
foregoing may affect the marketability of the Securities. 

      In order to comply with certain states' securities laws, if 
applicable, the Securities will be sold in such jurisdictions only through 
registered or licensed brokers or dealers.  In certain states the Securities 
may not be sold unless the Securities have been registered or qualified for 
sale in such state, or unless an exemption from registration or 
qualification is available and is obtained. 

      There can be no assurance that the Selling Security Holders will sell 
any or all of the Securities offered by them hereby. 
 
 
                                   PART II
                                   ------- 
 
               INFORMATION REQUIRED IN REGISTRATION STATEMENT 
 
 
ITEM 3 (FORM S-8): DOCUMENTS INCORPORATED BY REFERENCE 

      The following documents filed with the Commission (File No. 33-98682) 
pursuant to the Exchange Act are incorporated herein by reference: 

      1.  The Company's Annual Report on Form 10-KSB for the fiscal year 
          ended February 29, 1996, as filed and as amended from time to 
          time. 

      2.  The Company's Quarterly Report on Form 10-QSB for the quarter 
          ended May 31, 1996.

      3.  The Company's Quarterly Report on Form 10-QSB for the six months 
          ended August 31, 1996. 

      4.  The Company's Quarterly Report on Form 10-QSB for the nine months 
          ended November 30, 1996. 

      5.  All other reports filed by the Company pursuant to Section 13(a) 
          or 15(d) of the Exchange Act since January 14, 1997. 

      All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of 
this offering shall be deemed to be incorporated by reference in this 
Prospectus and to be a part of this Prospectus from the date of filing 
thereof. 

      Any statement contained in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of this Prospectus 
to the extent that a statement contained herein or in any other subsequently 
filed document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement.  Any such statement so 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute part of this Prospectus. 
 
ITEM 4 (FORM S-8): DESCRIPTION OF SECURITIES 
 
The Common Stock 

      Each holder of Common Stock is entitled to one vote per share in the 
election of directors and on all other matters submitted to a vote of 
stockholders.  The Common Stock has no cumulative voting rights.  The 
holders of shares of Common Stock have no preemptive rights and are entitled 
to share ratably in any dividends when, as and if declared by the Board of 
Directors out of funds legally available therefor.  In the event of a 
liquidation, dissolution or winding up of the Company, the holders of Common 
Stock are entitled to share ratably in all assets remaining available for 
distribution to them after payment of liabilities and after provision is 
made for each class of stock, if any, having preference over the Common 
Stock.  There are no pre-emptive or conversion rights, and the shares are 
not subject to redemption.  All shares of Common Stock now outstanding and 
shares to be outstanding upon completion of this Offering are, and will be, 
fully paid and non-assessable. 

      The Company's by-laws which govern the rights of stockholders of the 
Company in accordance with statutory guidelines set forth under the General 
Corporation Law of the State of Delaware, provide that such by-laws may be 
amended by a majority vote of the stockholders or by a majority vote of the 
Board of Directors.  Any amendment of the by-laws by action of the Board of 
Directors is subject to further amendment or repeal by a majority vote of 
the stockholders. 

      Stockholders do not have cumulative voting rights for the election of 
directors. Therefore, the holders of more than 50% of the shares voting for 
the election of directors could, if they chose to do so, elect all of the 
directors, and in such event, the holders of the remaining shares would not 
be able to elect any directors.

      The Company has not paid any dividends since its organization.  While 
the payment of dividends rests within the discretion of the Board of 
Directors, the Company presently intends to retain all earnings, if any, in 
the foreseeable future for use in the development of its business.  It is 
not anticipated that dividends will be paid in the foreseeable future.  
Moreover, there can be no assurance that dividends can or will ever be paid. 

      There are no provisions discriminating against any existing or 
prospective holder of the Company's Common Stock as a result of such holder 
owning a substantial amount of the Company's Common Stock. 

      With the exception of the authorized and unissued Preferred Stock, 
there is no provision in the Company's charter or by-laws that would have 
the effect of delaying, deferring or preventing a change in control in the 
Company or that would operate only with respect to an extraordinary 
corporate transaction involving the Company, such as a merger, 
reorganization, tender offer, sale or transfer of substantially all of the 
Company's assets, or liquidation.  The Company, in its original Certificate 
of Incorporation, opted out of the provisions of Section 203 of the Delaware 
General Corporation Law relating to certain business combination 
transactions. 
 
Transfer Agent 

      The Transfer Agent for the Company's Common Stock is Jersey Transfer 
and Trust Co., 201 Bloomfield Ave., P.O. Box 36, Verona, NJ 07044. 
 
ITEM 5 (FORM S-8): INTERESTS OF NAMED EXPERTS AND COUNSEL 

      The balance sheet of the Company as of February 29, 1996 and the 
statements of operations, changes in capital deficiency and cash flows for 
each of the years in the two-year period ended February 29, 1996, 
incorporated by reference in this Registration Statement have been audited 
by Richard A. Eisner & Company, LLP., independent auditors, whose report 
thereon, dated May 23, 1996, is included in the Company's Annual Report on 
Form 10-KSB for the year ended February 29, 1996 (the "1996 Annual Report").  
These financial statements have been incorporated herein by reference in 
reliance upon the report of Richard A. Eisner & Company, LLP, and upon their 
authority as experts in accounting and auditing. 

      The legality of the Common Stock to be offered hereby has been passed 
upon for the Company by Herten, Burstein, Sheridan, Cevasco, Bottinelli & 
Litt, 25 Main St., Court Plaza North, Hackensack, NJ 07601.  Gerard S. 
DiFiore, a member of the firm, holds a warrant to purchase 50,000 shares of 
Common Stock. 
 
ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3): INDEMNIFICATION OF DIRECTORS AND 
OFFICERS 

      The Company is permitted by Delaware law and required by its 
Certificate of Incorporation and By-Laws to indemnify any present or former 
director, officer, employee or agent against all expenses and liabilities 
reasonably incurred by him in connection with any legal action in which such 
person is involved by reason of his position with the Company unless he is 
adjudged liable for negligence or misconduct in the performance of his 
duties as a director, officer, employee or agent. 

      In addition to such other rights of indemnification as they may have 
as directors or as members of the committee (the "Committee") administering 
the Company's 1995 Stock Option Plan (the "Plan"), under the terms of the 
Plan the members of the Committee shall be indemnified by the Company 
against the reasonable expenses, including attorney's fees, actually and 
necessarily incurred in connection with the defense of any action, suit or 
proceeding, or in connection with any appeal therein, to which they or any 
of them may be a party by reason of any action taken or failure to act under 
or in connection with the Plan or any option granted thereunder, and against 
all amounts paid by them in settlement thereof (provided such settlement is 
approved by independent legal counsel selected by the Company) or paid by 
them in satisfaction of a judgment in any such action, suit or proceeding, 
except in relation to matters as to which it shall be adjudged in such 
action, suit or proceeding that such Board member is liable for negligence 
or misconduct in the performance of his duties. 

      Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers or persons 
controlling the Company pursuant to the foregoing provisions, the Company 
has been informed 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. 
 
ITEM 7 (FORM S-8):  EXEMPTION FROM REGISTRATION CLAIMED 

      The 28,000 shares of Common Stock issued under the Plan were issued in 
a transaction not involving a public offering and such offer and sale were 
therefore exempt pursuant to the provision of Section 4(2) under the Act. 

ITEM 20 (FORM S-8) AND ITEM 16 (FORM S-3):  EXHIBITS
Number               Description
------               -----------
1      Registrant's Certificate of Incorporation* 
 
2      Registrant's By-Laws* 
 
4.1    Registrant's 1995 Stock Option Plan* 
 
5.1    Opinion of Herten, Burstein, Sheridan, Cevasco, Bottinelli & Litt, LLC.
 
23.1   Consent of Richard A. Eisner & Company, LLP (included on page II-6) 
 
23.2   Consent of Herten, Burstein, Sheridan, Cevasco, Bottinelli & Litt, 
       LLC. (included in Exhibit 5.1) 
 
24.1   Powers of Attorney, included on the signature page of the Registration 
       Statement filed April 24, 1997. 
 
--------------------
*    Incorporated by reference to the Registrant's Form SB-2 Registration 
     Statement No. 33-98682 filed on October 29, 1995.
ITEM 21 (FORM S-8) AND ITEM 17 (FORM S-3):  UNDERTAKINGS 

      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. 

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

      We consent to the incorporation by reference in this Registration 
Statement of JD American Workwear, Inc. (the "Company") on Form S-8 and Form 
S-3 of our report dated May 23, 1996 on the financial statements of the 
Company as at February 29, 1996 and for each of the years in the two-year 
period ended February 29, 1996 appearing in the Company's annual report on 
Form 10-KSB for its fiscal year ended February 29, 1996.  We also consent to 
the reference to our firm under the caption "Interests of Named Experts and 
Counsel" included in the Registration Statement. 
 
 
 
 

                                       Richard A. Eisner & Company, LLP 
 
 
Cambridge, Massachusetts 
April 23, 1997 
 
 
 
                                 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/S-3. and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Coventry, State of Rhode Island, 
on April 22, 1997. 

                                       JD AMERICAN WORKWEAR, INC. 
 

                                       By:  /s/ DAVID N. DEBAENE
                                            David N. DeBaene, President 

      Know all persons by these presents, that each person whose signature 
appears below, constitutes and appoints  David N. DeBaene and,  jointly and 
severally, his attorneys-in-fact, each with the power of substitution, for 
him in any and all capacities, to sign any amendment to this Registration 
Statement on Forms S-8/S-3 and to file the same with exhibits thereto and 
other documents in connection therewith, with the Securities and Exchange 
Commission, hereby ratifying and confirming all that each of said attorneys-
in-fact, or his substitute or substitutes, may do or cause to be done by 
virtue hereof. 

      Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons on 
behalf of the Registrant and in the capacities and on the dates indicated. 

      Signatures                     Title                         Date
      ----------                     -----                         ---- 

/s/ DAVID N. DEBANE       Chairman of the Board, President    April 22, 1997
David N. DeBaene          and Chief Executive Officer 
                          (Principal Executive Officer) 

/s/ ANTHONY SANTUCCI      Chief Financial Officer 
Anthony Santucci          (Principal Financial Officer)       April 22, 1997

/s/ THOMAS A. LISI        Executive Vice President of Sales   April 22, 1997
Thomas A. Lisi            and Marketing and Director 
 
/s/ GERARD S. DIFIORE     Assistant Secretary and Director    April 23, 1997
Gerard S. DiFiore 
 
/s/ ELIZABETH COTTER      Director                            April 22, 1997
Elizabeth Cotter
 
/s/ DEAN M. DENUCCIO      Director                            April 22, 1997 
Dean M. Denuccio