S-8

    As filed with the Securities and Exchange Commission on November 15, 2001
                                                            Registration No. [ ]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             THE QUIGLEY CORPORATION
             (Exact name of registrant as specified in its charter)


            NEVADA                                       23-2577138
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                                 Kells Building
                             621 Shady Retreat Road
                         Doylestown, Pennsylvania 18901

                              The 1997 Stock Option Plan
                           of the Quigley Corporation,
                                   as amended

                                 Guy J. Quigley
                      President and Chief Executive Officer
                                 Kells Building
                             621 Shady Retreat Road
                         Daylestown, Pennsylvania 18901

                                 (215) 345-0919
          (Telephone number, including area code, or agent for service)


================================================================================




                         CALCULATION OF REGISTRATION FEE

====================================================================================================================================

       Title Of                       Amount             Proposed              Proposed                Amount Of
      Securities                       To Be             Maximum                Maximum              Registration
   To Be Registered              Registered(1)(2)        Offering              Aggregate                Fee(3)
                                                          Price                Offering
                                                        Per Share(3)           Price(3)
- ------------------------------------------------------------------------------------------------------------------------------------

Common Stock, par                  1,500,000               $1.37               $2,055,000               $514.00
value, $.0005 per share.

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

(1)         Pursuant to Rule 416, the  registration  statement  also covers such
            indeterminate  additional  shares  of  Common  Stock  as may  become
            issuable  as a result  of any  future  anti-dilution  adjustment  in
            accordance  with the  terms  of the  1997  Stock  Option  Plan  (the
            "Plan").
(2)         The number of shares  available  for the grant of options  under the
            Plan has been increased from 1,500,000 to 3,000,000.
(3)         Pursuant to Rule 457(h),  the offering  price per share,  solely for
            the purpose of  determining  the  registration  fee, is based on the
            average   of  the  bid  and  the  ask  price  of  $1.51  and  $1.55,
            respectively,  of the  Company's  Common  Stock as  reported  by the
            NASDAQ Stock Market ("NASDAQ") on November 14, 2001.

                              EXPLANATORY STATEMENT


                        A total  of  1,500,000  shares  of  Common  Stock of the
            Quigley  Corporation were registered by the Company on Form S-8 (No.
            333-61313)  which  shares  of  Common  Stock  are  to be  issued  in
            connection  with the Company's  1997 Stock Option  Plan).  On May 4,
            2001, the  stockholders of the Company  approved an amendment to the
            Plan to increase the number of shares of Common Stock issuable under
            the Plan from 1,500,000 shares to 3,000,000 shares.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

            ITEM 3.     Incorporation of Documents by Reference.

                        The  Registration  Statements  on  Form  S-8,  File  No.
            333-61313 is incorporated by reference herein.

                                      -2-


Item 8.
Exhibits.
Exhibit No.                   Description of Document
- -----------                   -----------------------

5.1                           Opinion  of Olshan  Grundman  Frome  Rosenzweig  &
                              Wolosky LLP

10.1                          Amendment No. 1 to 1997 Stock Option Plan

23.1                          Consent of PricewaterhouseCoopers LLP



                            [SIGNATURE PAGE FOLLOWS]

                                      -3-



                                   SIGNATURES


            Pursuant to the  requirements  of the  Securities  Act,  The Quigley
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the  Township  of  Doyelstown,  State of  Pennsylvania  on
November 13, 2001.


                                            THE QUIGLEY CORPORATION
                                            a Nevada corporation


                                            By: /s/ Guy J. Quigley
                                               ---------------------------
                                                  Guy J. Quigley
                                                  President and Chief
                                                  Executive Officer

                                      -4-





            Pursuant  to  the   requirements   of  the   Securities   Act,  this
Registration  Statement  on Form S-8 has been signed by the  following  persons,
including a majority of the Board of  Directors,  in the  capacities  and on the
date indicated.

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


/s/ Guy J. Quigley                   President, Chief                11/13/2001
- -----------------------------        Executive Officer and
Guy J. Quigley                       Director

/s/ Charles A. Phillips              Executive Vice President,       11/13/2001
- -----------------------------        Chief Operating Officer
Charles A. Phillips                  and Director

/s/ George S. Longo                  Chief Financial Officer         11/13/2001
- -----------------------------        and Director
George S. Longo

/s/ Eric H. Kaytes                   Chief Information Officer       11/13/2001
- -----------------------------        and Secretary
Eric H. Kaytes

/s/ Jacqueline F. Lewis              Director                        11/13/2001
- -----------------------------
Jacqueline F. Lewis

/s/ Rounsevelle W. Schaum            Director                        11/13/2001
- -----------------------------
Rounsevelle W. Schaum

                                      -5-

EX-5

                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200


                                                               November 15, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

         Re:    The Quigley Corporation
                Registration Statement on Form S-8
                ----------------------------------

Ladies and Gentlemen:

            Reference  is made to the  Registration  Statement on Form S-8 dated
the date hereof (the  "Registration  Statement"),  filed with the Securities and
Exchange  Commission  by The  Quigley  Corporation,  a Nevada  corporation  (the
"Company"). The Registration Statement relates to an aggregate of 1,500,000 (the
"Shares") of common stock,  par value $.0005 per share  issuable  pursuant to an
amendment to the Company's  1997 Stock Option Plan (the "Plan") which  increases
the number of shares of common stock  issuable  under the Plan from 1,500,000 to
3,000,000 shares.

            We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws  of the  Company,  minutes of  meetings  of the Board of  Directors  and
stockholders of the Company, the Plan and such other documents,  instruments and
certificates  of  officers  and   representatives  of  the  Company  and  public
officials,  and we have  made such  examination  of the law,  as we have  deemed
appropriate as the basis for the opinion hereinafter  expressed.  In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents  submitted to us as originals,  and the  conformity to original
documents of documents submitted to us as certified or photostatic copies.

            Based upon the  foregoing,  we are of the  opinion  that the Shares,
when issued and paid for in accordance  with the terms and  conditions set forth
in the Plan, will be duly and validly issued, fully paid and non-assessable.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration  Statement  and to the  reference  to this firm  under the  caption
"Legal  Matters"  in the  prospectus  constituting  a part  of the  Registration
Statement.



                          Very truly yours,


                          /s/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                          --------------------------------------------------
                          OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

EX-10

                                  Exhibit 10.1

                               AMENDMENT NO. 1 TO
                             1997 STOCK OPTION PLAN
                             ----------------------



            AMENDMENT NO. 1, dated November 13, 2001 (the  "Amendment"),  to the
1997 STOCK OPTION PLAN (the "Plan"),  dated  December 2, 1997 (the date the Plan
was approved by the Board of Directors),  by the Quigley  Corporation,  a Nevada
corporation (the "Company").  All capitalized  terms used herein and not defined
shall have the meanings ascribed to such terms in the Plan.

                                    RECITALS

            WHEREAS, the Board of Directors adopted the Plan on December 2, 1997;

            WHEREAS,  Section  4 of the Plan  provides  for the  reservation  of
1,500,000 shares of the Company's common stock, $0.0005 par value per share (the
"Common Stock");

            WHEREAS,  the  Company's  Board of  Directors  deems it advisable to
increase the number of shares of the Common Stock  reserved  under the Plan from
1,5000,000 shares to 3,000,000 shares (the "Increase"); and

            WHEREAS, the Increase has been approved and adopted by the Company's
Board of Directors and stockholders.

            NOW, THEREFORE, the Plan shall be amended as follows:

            1.      Section 4, titled "Stock Reserved for the Plan" is hereby amended
            to read in its entirety as follows:


                              Subject to  adjustment  as  provided  in Section 7
                    hereof,  a total  of three  million  (3,000,000)  shares  of
                    common  stock,  $.0005 par value  ("Stock"),  of the Company
                    shall be subject to the Plan. The shares of Stock subject to
                    the Plan shall  consist  of  unissued  shares or  previously
                    issued  shares  reacquired  and held by the  Company  or any
                    Subsidiary  of the  Company,  and such  amount  of shares of
                    Stock shall be and is hereby reserved for such purpose.  Any
                    of such  shares of Stock  which may remain  unsold and which
                    are not subject to outstanding Options at the termination of
                    the Plan shall cease to be  reserved  for the purpose of the
                    Plan, but until termination of the Plan the Company shall at
                    all times reserve a sufficient  number of shares of Stock to
                    meet the requirements of the Plan.  Should any Option expire
                    or be canceled  prior to its  exercise in full or should the
                    number of shares of Stock to be delivered  upon




                    the  exercise  in  full of any  Option  be  reduced  for any
                    reason,  the  shares of Stock  theretofore  subject  to such
                    Option may again be subject to an Option under the Plan.

                              Notwithstanding the foregoing, with respect to any
                    options  that are  intended to qualify as  performance-based
                    compensation  under Section  162(m) of the Code, the maximum
                    number of shares of Stock  that may be  subject  to  options
                    granted  under the Plan to any  individual  in any  calendar
                    year shall not exceed  500,000,  and the method of  counting
                    such shares shall conform to any requirements  applicable to
                    performance-based  compensation  under Section 162(m) of the
                    Code.

            IN WITNESS WHEREOF,  the undersigned has executed this Amendment No.
1 as of the date first above written.


                                        THE QUIGLEY CORPORATION



                                     By: /s/ Guy J. Quigley
                                        ----------------------------------------
                                        Guy J. Quigley
                                        President and Chief
                                        Executive Officer

EX-23

                                                                      EXHIBIT 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement  on Form S-8 of our report  dated  February  19, 2001  relating to the
financial  statements,  which appears in The Quigley Corporation's Annual Report
on Form 10-K for the year ended December 31, 2000.



PricewaterhouseCoopers LLP

Philadelphia, PA
November 15, 2001