content: <PAGE>   1
        As filed with the Securities and Exchange Commission on May 6, 1997
  
                                                             REGISTRATION NO. 333-
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------
  
                                    FORM S-8
  
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            ------------------------
  
                       TRISTAR CORPORATION
      (Exact name of registrant as specified in its charter)
                                              
                   DELAWARE                                        13-3129318
        (State or other jurisdiction of                         (I.R.S. Employer
        incorporation or organization)                         Identification No.)
                                            
       12500 SAN PEDRO AVENUE, SUITE 500                              78216
             SAN ANTONIO, TEXAS                                    (Zip Code)
  (Address of Principal Executive Offices)  
                                            
  
                     TRISTAR CORPORATION 401(k) RETIREMENT PLAN
  
                    NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
                       TRISTAR CORPORATION AND VIREN S. SHETH
  
                    NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
                      TRISTAR CORPORATION AND LOREN M. ELTISTE
  
  
                             (Full title of the Plans)
  
                                   VIREN S. SHETH
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                TRISTAR CORPORATION
                         12500 SAN PEDRO AVENUE, SUITE 500
                             SAN ANTONIO, TEXAS  78216
                      (Name and address of agent for service)
  
                                   (210) 402-2200
           (Telephone number, including area code, of agent for service)
  
                             -----------------------
                                   With Copy to:
  
                            FULBRIGHT & JAWORSKI L.L.P.
                              300 CONVENT, SUITE 2200
                             SAN ANTONIO, TEXAS  78205
                                   (210) 224-5575
                           ATTENTION:  PHILLIP M. RENFRO
                             -----------------------
  
                         CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ==============================================================================================================
                                                     Proposed          Proposed maximum
    Title of securities        Amount to          maximum offering     aggregate offering         Amount of
     to be registered        be registered       price per unit(1)         price(1)           registration fee
  --------------------------------------------------------------------------------------------------------------
      <S>                  <C>                        <C>                 <C>                      <C>
       Common Stock,
      $.01 par value       619,908 shares(2)          $9.375              $5,811,638               $1,761
  ==============================================================================================================
  </TABLE>
  
  (1)      Pursuant to Rule 457(c), the maximum offering price per security and
           maximum aggregate offering price of the Common Stock have been
           calculated on the basis of the average of the high and low sale prices
           of the Common Stock as reported in the NASDAQ SmallCap Market System
           on May 2, 1997.
  (2)      Includes 73,702 shares of the Company's Common Stock acquired
           previously or expected to be acquired in 1997 and 1998 under the
           Tristar Corporation 401(k) Retirement Plan.
  
  ================================================================================
  <PAGE>   2
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE
  
                   The following documents are hereby incorporated by reference
  in this Registration Statement:
  
                   1.       The Annual Report on Form 10-K of Tristar
  Corporation, a Delaware corporation (the "Registrant"), for the year ended
  August 31, 1996;
  
                   2.       The Registrant's Quarterly Report on Form 10-Q for
  the quarter ended November 30, 1996 and March 1, 1997;
  
                   3.       The description of the Registrant's Common Stock,
  $.01 par value, set forth under the caption "Description of Capital Stock"
  contained in the Registrant's  Form 8-A, filed by the Registrant with the
  Securities Exchange Commission pursuant to the Securities Exchange Act of 1934,
  as amended (the "Exchange Act") on January 15, 1985.
  
                   All documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing hereof
  and prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part hereof from the date of filing such
  documents.
  
  ITEM 4.          DESCRIPTION OF SECURITIES
  
                   Not Applicable.
  
  ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                   Not Applicable.
  
  ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                   Section 145 of the Delaware General Corporation Law empowers
  the Registrant to, and the Bylaws of the Registrant provide that it shall,
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding by reason of
  the fact that he is or was a director, officer, employee or agent of the
  Registrant, or is or was serving at the request of the Registrant as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by
  
                                       -2-
  <PAGE>   3
  him in connection with such action, suit or proceeding if he acted in good
  faith and in a manner he reasonably believed to be in or not opposed to be the
  best interest of the Registrant, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful; except
  that, in the case of an action or suit by or in the right of the Registrant, no
  indemnification may be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable for negligence or
  misconduct in the performance of his duty to the Registrant unless and only to
  the extent that the Court of Chancery or the court in which such action or suit
  was brought shall determine that such person is fairly and reasonably entitled
  to indemnity for proper expenses.
  
  
  ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED
  
                   Not applicable.
  
  ITEM 8.          EXHIBITS
  
                   4.1     -  Certificate of Incorporation of the Registrant, as
                              amended (incorporated by reference from Exhibit 3.1
                              to the Report on Form 8-K dated August 31, 1995).
  
                   4.2     -  Bylaws of the Registrant (amended as of August 14,
                              1992) (incorporated by reference from Exhibit 3.2
                              to the Annual Report on Form 10-K for the year
                              ended August 31, 1992).
  
                   4.3     -  Form of Common Stock certificate (incorporated by
                              reference from Exhibit 4.2 to the Quarterly Report
                              on Form 10-Q for the quarterly period ended
                              February 28, 1993).
  
                   4.4     -  Non-Qualified Stock Option Agreement dated October
                              20, 1992, between Tristar Corporation and Loren M.
                              Eltiste (incorporated by reference to Exhibit 10.26
                              of the Annual Report on Form 10-K for the year
                              ended August 31, 1993).
  
                   4.5     -  Non-Qualified Stock Option Agreement dated April
                              19, 1996, between Tristar Corporation and Viren S.
                              Sheth (incorporated by reference from Exhibit 10.29
                              to the Annual Report on Form 10-K for the fiscal
                              year ended August 31, 1996).
  
                   *4.6    -  Tristar Corporation 401(k) Retirement Plan.
  
                   *5.1    -  Opinion of Fulbright & Jaworski L.L.P. as to the
                              legality of the securities being registered.
  
                   *23.1   -  Consent of Fulbright & Jaworski L.L.P. (included in
                              Exhibit 5.1).
  
  
  
  
  
                                        -3-
  <PAGE>   4
                   *23.2   -  Consent of KPMG Peat Marwick L.L.P.
  
                   *24.1   -  Powers of Attorney from the members of the Board of
                              Directors of the Registrant (contained on page 7
                              hereof).
  
  -------------------
  * filed herewith
  
  ITEM 9.  UNDERTAKINGS
  
                 The undersigned Registrant hereby undertakes:
  
                 (1)      To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933, as amended (the
                 "Securities Act");
  
                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of this Registration
                 Statement (or the most recent post-effective amendment hereof)
                 which, individually or in the aggregate, represent a fundamental
                 change in the information set forth in this Registration
                 Statement; and
  
                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed in
                 this Registration Statement or any material change to such
                 information in this Registration Statement;
  
  Provided, however, that paragraphs (i) and (ii) do not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the Registrant pursuant to Section 13 or
  Section 15(d) of the Exchange Act, that are incorporated by reference in this
  Registration Statement.
  
                 (2)      That, for the purpose of determining any liability
  under the Securities Act, each such post-effective amendment shall be deemed to
  be a new registration statement relating to the securities offered herein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
                 (3)      To remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
                 The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference in this Registration Statement
  shall be deemed to be a new
  
  
  
  
  
                                        -4-
  <PAGE>   5
  registration statement relating to the securities offered herein, 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 may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        -5-
  <PAGE>   6
                                     SIGNATURES
  
                 Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of San Antonio, State of Texas, on April 28, 1997.
  
  
                                        TRISTAR CORPORATION
  
  
  
  
                                        By: /s/ Viren S. Sheth                  
                                           --------------------------------------
                                                      Viren S. Sheth,
                                            President and Chief Executive Officer
  
  
  
  
  
  
                                        -6-
  <PAGE>   7
                                 POWER OF ATTORNEY
  
  
                   KNOW ALL MEN BY THESE PRESENTS, that each individual whose
  signature appears below constitutes and appoints Viren S. Sheth and Loren M.
  Eltiste, or either of them, his true and lawful attorney-in-fact and agent,
  with full power of substitution and resubstitution, for him and in his name,
  place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same and all exhibits thereto, and all documents in connection
  therewith, with the Securities and Exchange Commission, granting said
  attorney-in-fact and agent, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorney-in-fact and agent or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
                   Pursuant to the requirements of the Securities Act, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                       TITLE                                                       DATE
  ---------                                       -----                                                       ----
  <S>                                        <C>                                                             <C>
   /s/ Viren S. Sheth                        President, Chief Executive                                      April 28, 1997
  --------------------------                                                                                               
  Viren S. Sheth                             Officer and a Director
                                             (Principal Executive Officer)
                                      
                                      
   /s/ Loren M. Eltiste                      Vice-President and Chief                                        April 28, 1997
  --------------------------                                                                                               
  Loren M. Eltiste                           Financial Officer (Principal
                                             Financial and Accounting Officer)
                                      
                                      
   /s/ Richard P. Rifenburgh                 Director                                                        April 28, 1997
  --------------------------                                                                                               
  Richard P. Rifenburgh               
                                      
                                      
   /s/ Robert R. Sparacino                   Director                                                        April 28, 1997
  --------------------------                                                                                               
  Robert R. Sparacino                 
                                      
                                      
   /s/ Aaron Zutler                          Director                                                        April 28, 1997
  --------------------------                                                                                               
  Aaron Zutler                        
                                      
                                      
   /s/ Jay J. Sheth                          Director                                                        April 28, 1997
  --------------------------                                                                                               
  Jay J. Sheth                        
  </TABLE>
  
  
  
  
  
                                        -7-
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
                                                                                  Sequentially
  Exhibit                                                                           Numbered
  Number                          Description of Exhibits                            Pages
  ----                            -----------------------                            -----
   <S>       <C>
     4.1     Certificate of Incorporation of the Registrant, as amended
             (incorporated by reference from Exhibit 3.1 to the Report on
             Form 8-K dated August 31, 1995).
  
     4.2     Bylaws of the Registrant (amended as of August 14, 1992)
             (incorporated by reference from Exhibit 3.2 to the Annual
             Report on Form 10-K for the year ended August 31, 1992).
  
     4.3     Form of Common Stock certificate (incorporated by reference
             from Exhibit 4.2 to the Quarterly Report on Form 10-Q for the
             quarterly period ended February 28, 1993).
  
     4.4     Non-Qualified Stock Option Agreement dated October 20, 1992,
             between Tristar Corporation and Loren M. Eltiste (incorporated
             by reference to Exhibit 10.26 of the Annual Report on Form 10-K
             for the year ended August 31, 1993).
  
     4.5     Non-Qualified Stock Option Agreement dated April 19, 1996,
             between Tristar Corporation and Viren S. Sheth (incorporated by
             reference from Exhibit 10.29 to the Annual Report on Form 10-K
             for the fiscal year ended August 31, 1996).
  
    *4.6     Tristar Corporation 401(k) Retirement Plan
  
    *5.1     Opinion of Fulbright & Jaworski L.L.P. as to the legality of
             the securities being registered.
  
   *23.1     Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
             5.1).
  
   *23.2     Consent of KPMG Peat Marwick L.L.P.
  
   *24.1     Powers of Attorney from the members of the Board of Directors
             of the Registrant (contained on page 7 hereof).
  </TABLE>
  
  
  --------------------
  * filed herewith
  
  
  
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "TRISTAR CORPORATION 5/7/97", "secsgml_size_bytes": 20266}]
metadata_filer: {"company-data": {"conformed-name": "TRISTAR CORP", "cik": "0000737203", "assigned-sic": "5122", "irs-number": "133129318", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26567", "film-number": "97596604"}, "business-address": {"street1": "12500 SAN PEDRO AVE STE 500", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "2104022200"}, "mail-address": {"street1": "12500 SAN PEDRO AVE, STE 500", "street2": "12500 SAN PEDRO AVE, STE 500", "city": "SAN ANTONIO", "state": "TX", "zip": "78216"}, "former-company": {"former-conformed-name": "ROSS COSMETICS DISTRIBUTION CENTERS INC", "date-changed": "19930422"}}
text: 1
        As filed with the Securities and Exchange Commission on May 6, 1997
  
                                                             REGISTRATION NO. 333-
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------
  
                                    FORM S-8
  
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            ------------------------
  
                       TRISTAR CORPORATION
      (Exact name of registrant as specified in its charter)
                                              
                   DELAWARE                                        13-3129318
        (State or other jurisdiction of                         (I.R.S. Employer
        incorporation or organization)                         Identification No.)
                                            
       12500 SAN PEDRO AVENUE, SUITE 500                              78216
             SAN ANTONIO, TEXAS                                    (Zip Code)
  (Address of Principal Executive Offices)  
                                            
  
                     TRISTAR CORPORATION 401(k) RETIREMENT PLAN
  
                    NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
                       TRISTAR CORPORATION AND VIREN S. SHETH
  
                    NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
                      TRISTAR CORPORATION AND LOREN M. ELTISTE
  
                             (Full title of the Plans)
  
                                   VIREN S. SHETH
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                TRISTAR CORPORATION
                         12500 SAN PEDRO AVENUE, SUITE 500
                             SAN ANTONIO, TEXAS  78216
                      (Name and address of agent for service)
  
                                   (210) 402-2200
           (Telephone number, including area code, of agent for service)
  
                             -----------------------
                                   With Copy to:
  
                            FULBRIGHT & JAWORSKI L.L.P.
                              300 CONVENT, SUITE 2200
                             SAN ANTONIO, TEXAS  78205
                                   (210) 224-5575
                           ATTENTION:  PHILLIP M. RENFRO
                             -----------------------
  
                         CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
                                                     Proposed          Proposed maximum
    Title of securities        Amount to          maximum offering     aggregate offering         Amount of
     to be registered        be registered       price per unit(1)         price(1)           registration fee
  --------------------------------------------------------------------------------------------------------------
  Common Stock,
      $.01 par value       619,908 shares(2)          $9.375              $5,811,638               $1,761
  ==============================================================================================================
  (1)      Pursuant to Rule 457(c), the maximum offering price per security and
           maximum aggregate offering price of the Common Stock have been
           calculated on the basis of the average of the high and low sale prices
           of the Common Stock as reported in the NASDAQ SmallCap Market System
           on May 2, 1997.
  (2)      Includes 73,702 shares of the Company's Common Stock acquired
           previously or expected to be acquired in 1997 and 1998 under the
           Tristar Corporation 401(k) Retirement Plan.
  
  ================================================================================
  2
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE
  
                   The following documents are hereby incorporated by reference
  in this Registration Statement:
  
                   1.       The Annual Report on Form 10-K of Tristar
  Corporation, a Delaware corporation (the "Registrant"), for the year ended
  August 31, 1996;
  
                   2.       The Registrant's Quarterly Report on Form 10-Q for
  the quarter ended November 30, 1996 and March 1, 1997;
  
                   3.       The description of the Registrant's Common Stock,
  $.01 par value, set forth under the caption "Description of Capital Stock"
  contained in the Registrant's  Form 8-A, filed by the Registrant with the
  Securities Exchange Commission pursuant to the Securities Exchange Act of 1934,
  as amended (the "Exchange Act") on January 15, 1985.
  
                   All documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing hereof
  and prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part hereof from the date of filing such
  documents.
  
  ITEM 4.          DESCRIPTION OF SECURITIES
  
                   Not Applicable.
  
  ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                   Not Applicable.
  
  ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                   Section 145 of the Delaware General Corporation Law empowers
  the Registrant to, and the Bylaws of the Registrant provide that it shall,
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding by reason of
  the fact that he is or was a director, officer, employee or agent of the
  Registrant, or is or was serving at the request of the Registrant as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by
  
                                       -2-
  3
  him in connection with such action, suit or proceeding if he acted in good
  faith and in a manner he reasonably believed to be in or not opposed to be the
  best interest of the Registrant, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful; except
  that, in the case of an action or suit by or in the right of the Registrant, no
  indemnification may be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable for negligence or
  misconduct in the performance of his duty to the Registrant unless and only to
  the extent that the Court of Chancery or the court in which such action or suit
  was brought shall determine that such person is fairly and reasonably entitled
  to indemnity for proper expenses.
  
  ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED
  
                   Not applicable.
  
  ITEM 8.          EXHIBITS
  
                   4.1     -  Certificate of Incorporation of the Registrant, as
                              amended (incorporated by reference from Exhibit 3.1
                              to the Report on Form 8-K dated August 31, 1995).
  
                   4.2     -  Bylaws of the Registrant (amended as of August 14,
                              1992) (incorporated by reference from Exhibit 3.2
                              to the Annual Report on Form 10-K for the year
                              ended August 31, 1992).
  
                   4.3     -  Form of Common Stock certificate (incorporated by
                              reference from Exhibit 4.2 to the Quarterly Report
                              on Form 10-Q for the quarterly period ended
                              February 28, 1993).
  
                   4.4     -  Non-Qualified Stock Option Agreement dated October
                              20, 1992, between Tristar Corporation and Loren M.
                              Eltiste (incorporated by reference to Exhibit 10.26
                              of the Annual Report on Form 10-K for the year
                              ended August 31, 1993).
  
                   4.5     -  Non-Qualified Stock Option Agreement dated April
                              19, 1996, between Tristar Corporation and Viren S.
                              Sheth (incorporated by reference from Exhibit 10.29
                              to the Annual Report on Form 10-K for the fiscal
                              year ended August 31, 1996).
  
                   *4.6    -  Tristar Corporation 401(k) Retirement Plan.
  
                   *5.1    -  Opinion of Fulbright & Jaworski L.L.P. as to the
                              legality of the securities being registered.
  
                   *23.1   -  Consent of Fulbright & Jaworski L.L.P. (included in
                              Exhibit 5.1).
  
                                        -3-
  4
                   *23.2   -  Consent of KPMG Peat Marwick L.L.P.
  
                   *24.1   -  Powers of Attorney from the members of the Board of
                              Directors of the Registrant (contained on page 7
                              hereof).
  
  -------------------
  * filed herewith
  
  ITEM 9.  UNDERTAKINGS
  
                 The undersigned Registrant hereby undertakes:
  
                 (1)      To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933, as amended (the
                 "Securities Act");
  
                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of this Registration
                 Statement (or the most recent post-effective amendment hereof)
                 which, individually or in the aggregate, represent a fundamental
                 change in the information set forth in this Registration
                 Statement; and
  
                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed in
                 this Registration Statement or any material change to such
                 information in this Registration Statement;
  
  Provided, however, that paragraphs (i) and (ii) do not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the Registrant pursuant to Section 13 or
  Section 15(d) of the Exchange Act, that are incorporated by reference in this
  Registration Statement.
  
                 (2)      That, for the purpose of determining any liability
  under the Securities Act, each such post-effective amendment shall be deemed to
  be a new registration statement relating to the securities offered herein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
                 (3)      To remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
                 The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference in this Registration Statement
  shall be deemed to be a new
  
                                        -4-
  5
  registration statement relating to the securities offered herein, 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 may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                        -5-
  6
                                     SIGNATURES
  
                 Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of San Antonio, State of Texas, on April 28, 1997.
  
                                        TRISTAR CORPORATION
  
                                        By: /s/ Viren S. Sheth                  
                                           --------------------------------------
                                                      Viren S. Sheth,
                                            President and Chief Executive Officer
  
                                        -6-
  7
                                 POWER OF ATTORNEY
  
                   KNOW ALL MEN BY THESE PRESENTS, that each individual whose
  signature appears below constitutes and appoints Viren S. Sheth and Loren M.
  Eltiste, or either of them, his true and lawful attorney-in-fact and agent,
  with full power of substitution and resubstitution, for him and in his name,
  place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same and all exhibits thereto, and all documents in connection
  therewith, with the Securities and Exchange Commission, granting said
  attorney-in-fact and agent, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorney-in-fact and agent or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
                   Pursuant to the requirements of the Securities Act, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                       TITLE                                                       DATE
  ---------                                       -----                                                       ----
  /s/ Viren S. Sheth                        President, Chief Executive                                      April 28, 1997
  --------------------------                                                                                               
  Viren S. Sheth                             Officer and a Director
                                             (Principal Executive Officer)
                                      
                                      
   /s/ Loren M. Eltiste                      Vice-President and Chief                                        April 28, 1997
  --------------------------                                                                                               
  Loren M. Eltiste                           Financial Officer (Principal
                                             Financial and Accounting Officer)
                                      
                                      
   /s/ Richard P. Rifenburgh                 Director                                                        April 28, 1997
  --------------------------                                                                                               
  Richard P. Rifenburgh               
                                      
                                      
   /s/ Robert R. Sparacino                   Director                                                        April 28, 1997
  --------------------------                                                                                               
  Robert R. Sparacino                 
                                      
                                      
   /s/ Aaron Zutler                          Director                                                        April 28, 1997
  --------------------------                                                                                               
  Aaron Zutler                        
                                      
                                      
   /s/ Jay J. Sheth                          Director                                                        April 28, 1997
  --------------------------                                                                                               
  Jay J. Sheth
  -7-
  8
                                 INDEX TO EXHIBITS
  Sequentially
  Exhibit                                                                           Numbered
  Number                          Description of Exhibits                            Pages
  ----                            -----------------------                            -----
  4.1     Certificate of Incorporation of the Registrant, as amended
             (incorporated by reference from Exhibit 3.1 to the Report on
             Form 8-K dated August 31, 1995).
  
     4.2     Bylaws of the Registrant (amended as of August 14, 1992)
             (incorporated by reference from Exhibit 3.2 to the Annual
             Report on Form 10-K for the year ended August 31, 1992).
  
     4.3     Form of Common Stock certificate (incorporated by reference
             from Exhibit 4.2 to the Quarterly Report on Form 10-Q for the
             quarterly period ended February 28, 1993).
  
     4.4     Non-Qualified Stock Option Agreement dated October 20, 1992,
             between Tristar Corporation and Loren M. Eltiste (incorporated
             by reference to Exhibit 10.26 of the Annual Report on Form 10-K
             for the year ended August 31, 1993).
  
     4.5     Non-Qualified Stock Option Agreement dated April 19, 1996,
             between Tristar Corporation and Viren S. Sheth (incorporated by
             reference from Exhibit 10.29 to the Annual Report on Form 10-K
             for the fiscal year ended August 31, 1996).
  
    *4.6     Tristar Corporation 401(k) Retirement Plan
  
    *5.1     Opinion of Fulbright & Jaworski L.L.P. as to the legality of
             the securities being registered.
  
   *23.1     Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
             5.1).
  
   *23.2     Consent of KPMG Peat Marwick L.L.P.
  
   *24.1     Powers of Attorney from the members of the Board of Directors
             of the Registrant (contained on page 7 hereof).
  --------------------
  * filed herewith
  
                                        -8-