content: <PAGE>   1
  
  
                                                                File No. 333-_____
  
      As filed with the Securities and Exchange Commission on January 14, 2000
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                               -----------------------
  
                               THE HOLMES GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
  
               Massachusetts                             04-2768914
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)
  
  
                 233 Fortune Boulevard, Milford, Massachusetts 01757
                      (Address of Principal Executive Offices)
  
  
                 Holmes Products Corp. Employee Stock Purchase Plan
                             (the "Stock Purchase Plan")
          Holmes Products Corp. Amended and Restated 1997 Stock Option Plan
                           (the "1997 Stock Option Plan")
                              (Full title of the Plans)
  
  
                                 Ira B. Morgenstern
                           Senior Vice President - Finance
                               The Holmes Group, Inc.
                                233 Fortune Boulevard
                            Milford, Massachusetts 01757
                      (Name and address of agent for services)
                                   (508) 634-8050
                       (Telephone number, including area code,
                                of agent for service)
                                      copy to:
  
  
                             Michael L. Andresino, Esq.
                        Posternak, Blankstein & Lund, L.L.P.
                               100 Charles River Plaza
                                Boston, MA 02114-2723
                                   (617) 973-6100
  
                                --------------------
  
  
  <PAGE>   2
  
  <TABLE>
  <CAPTION>
  ================================================================================
  
                           Calculation of Registration Fee
  
  --------------------------------------------------------------------------------
                                      Proposed         Proposed
                                      Maximum          Maximum
  Title of                            Offering         Aggregate      Amount of
  Securities to     Amount to be      Price            Offering       Registration
  be Registered     Registered (1)    Per Share(2)     Price(2)       Fee
  -------------     --------------    ------------     ---------      ------------
  <S>               <C>               <C>              <C>            <C>
  Stock Purchase
  Plan
  Common Stock      350,000           $5.04            $1,764,000     $  465.70
  
  
  1997 Stock
  Option Plan
  Common Stock      4,260,978         $5.04            $21,475,330    $5,669.48
  
  Total             4,610,978         $5.04            $23,239,330    $6,135.18(3)
  --------------------------------------------------------------------------------
  </TABLE>
  
  (1)  Plus such additional number of shares as may be required pursuant to the
       Stock Purchase Plan and the 1997 Stock Option Plan in the event of a stock
       dividend, stock split, split-up, recapitalization or other similar event.
  
  (2)  These estimates are made pursuant to Rule 457(h) under the Securities Act
       of 1933, solely for purposes of determining the registration fee.
  
  (3)  Total fee paid based on sum of separate fee calculations.
  
  ================================================================================
  
  
  <PAGE>   3
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The Holmes Group, Inc., formerly known as Holmes Products Corp. (the
  "Company") hereby incorporates by reference the following documents which have
  previously been filed with the Securities and Exchange Commission (the
  "Commission"):
  
       a)   The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1998 (the "1998 10-K"), filed with the Commission on
            March 31, 1999.
  
       b)   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 1999, filed with the Commission on May 17, 1999.
  
       c)   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended June 30, 1999, filed with the Commission on August 12, 1999.
  
       d)   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 1999, filed with the Commission on November 15,
            1999.
  
       e)   The Company's Current Report on Form 8-K dated October 8, 1999.
  
       All documents that the Company subsequently files with the Commission
  pursuant to Section 13(a), Section 13(c), Section 14 and Section 15(d) of the
  Exchange Act of 1934 before it files a post-effective amendment to this
  registration statement that indicates that all securities offered have been sold
  or that deregisters all securities then remaining unsold will be deemed
  incorporated herein by reference from the date they are filed.
  
  Item 4.   DESCRIPTION OF SECURITIES.
  
       As of January 1, 2000, there were 20,265,916 shares of common stock
  outstanding that were held of record by approximately 22 stockholders. There
  would be 24,876,894 shares of common stock outstanding (assuming no exercise or
  conversion of outstanding warrants after January 1, 2000) after giving effect
  to the issuance of the shares of common stock covered hereby under the Stock
  Purchase Plan and the 1997 Stock Option Plan (the "Plans").
  
       The holders of common stock are entitled to one vote per share on all
  matters to be voted upon by the stockholders. The holders of common stock are
  entitled to receive ratably such dividends, if any, as may be declared from time
  to time 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
  after payment of liabilities. Except as provided by the Company's Stockholders'
  Agreement dated as of November 26, 1997, as amended, and the Employee
  Stockholders' Agreement dated April 23,
  
  
  <PAGE>   4
  
  
  1998, the common stock has no preemptive or conversion rights or other
  subscription rights, and there are no redemption or sinking fund provisions
  available to the common stock. All outstanding shares of common stock are fully
  paid and non-assessable, and the shares of common stock to be issued upon
  completion of this offering will be fully paid and non-assessable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the shares to be offered hereby will be passed upon for the
  Company by Posternak, Blankstein & Lund, L.L.P., Boston, Massachusetts.
  
       The consolidated financial statements incorporated herein by reference to
  the Annual Report on Form 10-K for the year ended December 31, 1998, have been
  so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
  independent accountants, given on the authority of said firm as experts in
  auditing and accounting.
  
  
  Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 67 of the Business Corporation Law of the Commonwealth of
  Massachusetts provides that indemnification of directors, officers, employees or
  other agents may be provided by a corporation. Section 13 (b) (1-1/2) of the
  Business Corporation Law of the Commonwealth of Massachusetts provides that the
  Articles of Organization may contain a provision eliminating or limiting the
  personal liability of a director to the corporation or its stockholders for
  monetary damages for breach of fiduciary duty as a director provided that such
  provision shall not eliminate or limit the liability of a director (A) for any
  breach of the director's duty of loyalty to the corporation or its stockholders,
  (B) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (C) under Sections 61 or 62 of the
  Massachusetts Business Corporation Law, or (D) for any transaction from which
  the director derived an improper personal benefit.
  
       Article Twelfth of the Company's by-laws provides that the Company, to the
  extent legally permissible, will indemnify any person serving or who has served
  as a director or officer of the Company against all liabilities and expenses
  reasonably incurred by such director or officer in connection with the defense
  or disposition of any action, suit or other proceeding in which the director or
  officer may be involved, while serving as, or by reason of being or having been,
  such a director or officer, except with respect to any matter as to which he or
  she is adjudicated to have not acted in good faith or not with reasonable belief
  that an action was in the best interest of the Company.
  
       The Company maintains directors' and officers' liability insurance which
  may cover liabilities under the Securities Act of 1933.
  
  Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
  
  <PAGE>   5
  
       Not applicable.
  
  Item 8.   EXHIBITS.
  
       The following is a complete list of exhibits filed or incorporated by
  reference as part of this registration statement.
  
  Exhibit
  -------
  
   4.1      Holmes Products Corp. Amended and Restated 1997 Stock Option Plan, as
            amended (1)
  
   4.2      Holmes Products Corp. Employee Stock Purchase Plan (1)
  
   5.1      Opinion of Posternak, Blankstein & Lund, L.L.P. as to the legality of
            the securities being registered.
  
  23.1      Consent of PricewaterhouseCoopers LLP.
  
  23.2      Consent of Posternak, Blankstein & Lund, L.L.P. (included in its
            opinion filed as Exhibit 5.1).
  
  24.1      Power of Attorney (included on signature page)
  
  ------------------------
  
  (1)  Incorporated by reference to the Company's Annual Report on Form 10-K for
       the fiscal year ended December 31, 1998, filed with the Commission on March
       31, 1999.
  
  
  Item 9.   UNDERTAKINGS.
  
            a)   The undersigned registrant hereby undertakes:
  
                 (1) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this registration statement, (A)
            to include any prospectus required by Section 10(a) (3) of the
            Securities Act of 1933, (B) to reflect in the prospectus any facts or
            events arising after the effective date of the registration statement
            (or the most recent post-effective amendment thereof), which,
            individually or in the aggregate, represent a fundamental change in
            the information set forth in the registration statement, and (C) to
            include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement or
            any material change to such information in the registration statement;
            provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) shall 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
  
  
  <PAGE>   6
  
  
            pursuant to section 13 or section 15(d) of the Securities Exchange Act
            of 1934 that are incorporated by reference in the registration
            statement.
  
                 (2) that, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered herein, and the offering of such securities at that time shall
            be deemed to be the initial bona fide offering thereof; and
  
                 (3) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.
  
       (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 that is incorporated by reference in the registration
  statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act of 1933, 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 of 1933 and will be governed by the final adjudication of such
  issue.
  
  
  
  <PAGE>   7
  
  
                                     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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the Town of Milford, Commonwealth of Massachusetts, on this
  12th day of January, 2000.
  
                                           THE HOLMES GROUP, INC.
  
  
                                           By: /s/ Jordan A. Kahn
                                              -----------------------------------
                                               Jordan A. Kahn, President and
                                               Chief Executive Officer
  
  
       KNOW ALL BY THESE PRESENTS, each person whose signature appears below
  hereby constitutes and appoints Jordan A. Kahn, Stanley Rosenzweig and Ira B.
  Morgenstern, and each of them, his true and lawful attorneys-in-fact and agents,
  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 or
  post-effective amendments to this registration statement, and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents 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 attorneys-in-fact and agents, or their substitute or
  substitutes, may lawfully 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 in the
  capacities and on the date indicated.
  
  
      Signature                        Title                          Date
      ---------                        -----                          ----
  
  /s/ Jordan A. Kahn             President, Chief                January 12, 2000
  ---------------------------    Executive Officer
  Jordan A. Kahn                 and Director  (Principal
                                 Executive Officer)
  
  
  /s/ Ira B. Morgenstern         Senior Vice President -         January 12, 2000
  ---------------------------    Finance (Principal Financial
  Ira B. Morgenstern             and Accounting Officer)
  
  
  /s/ Stanley Rosenzweig         Chief Operating Officer         January 12, 2000
  ---------------------------    and Director
  Stanley Rosenzweig
  
  
  <PAGE>   8
  
  /s/ Gregory F. White           Executive Vice President,       January 12, 2000
  ---------------------------    Sales and Marketing
  Gregory F. White               Director
  
  
  
  /s/ Richard K. Lubin           Director                        January 12, 2000
  ---------------------------
  Richard K. Lubin
  
  
  /s/ Randy Peeler               Director                        January 12, 2000
  ---------------------------
  Randy Peeler
  
  
  /s/ Thomas K. Manning          Director                        January 12, 2000
  ---------------------------
  Thomas K. Manning
  
  
  /s/ Liu Woon Fai (Tommy)       Director                        January 12, 2000
  ---------------------------
  Liu Woon Fai (Tommy)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "HOLMES PRODUCTS CORPORATION", "secsgml_size_bytes": 17577}]
metadata_filer: {"company-data": {"conformed-name": "HOLMES GROUP INC", "cik": "0001052490", "assigned-sic": "5064", "irs-number": "042768914", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94709", "film-number": "507686"}, "business-address": {"street1": "233 FORTUNE BLVD", "city": "MILFORDJ", "state": "MA", "zip": "01757", "phone": "5086348050"}, "mail-address": {"street1": "233 FORTUNE BLVD", "street2": "233 FORTUNE BLVD", "city": "MILFORD", "state": "MA", "zip": "02114"}, "former-company": {"former-conformed-name": "HOLMES PRODUCTS CORP", "date-changed": "19980107"}}
text: 1
  
                                                                File No. 333-_____
  
      As filed with the Securities and Exchange Commission on January 14, 2000
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                               -----------------------
  
                               THE HOLMES GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
               Massachusetts                             04-2768914
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)
  
                 233 Fortune Boulevard, Milford, Massachusetts 01757
                      (Address of Principal Executive Offices)
  
                 Holmes Products Corp. Employee Stock Purchase Plan
                             (the "Stock Purchase Plan")
          Holmes Products Corp. Amended and Restated 1997 Stock Option Plan
                           (the "1997 Stock Option Plan")
                              (Full title of the Plans)
  
                                 Ira B. Morgenstern
                           Senior Vice President - Finance
                               The Holmes Group, Inc.
                                233 Fortune Boulevard
                            Milford, Massachusetts 01757
                      (Name and address of agent for services)
                                   (508) 634-8050
                       (Telephone number, including area code,
                                of agent for service)
                                      copy to:
  
                             Michael L. Andresino, Esq.
                        Posternak, Blankstein & Lund, L.L.P.
                               100 Charles River Plaza
                                Boston, MA 02114-2723
                                   (617) 973-6100
  
                                --------------------
  2
  ================================================================================
  
                           Calculation of Registration Fee
  
  --------------------------------------------------------------------------------
                                      Proposed         Proposed
                                      Maximum          Maximum
  Title of                            Offering         Aggregate      Amount of
  Securities to     Amount to be      Price            Offering       Registration
  be Registered     Registered (1)    Per Share(2)     Price(2)       Fee
  -------------     --------------    ------------     ---------      ------------
  Stock Purchase
  Plan
  Common Stock      350,000           $5.04            $1,764,000     $  465.70
  
  1997 Stock
  Option Plan
  Common Stock      4,260,978         $5.04            $21,475,330    $5,669.48
  
  Total             4,610,978         $5.04            $23,239,330    $6,135.18(3)
  --------------------------------------------------------------------------------
  (1)  Plus such additional number of shares as may be required pursuant to the
       Stock Purchase Plan and the 1997 Stock Option Plan in the event of a stock
       dividend, stock split, split-up, recapitalization or other similar event.
  
  (2)  These estimates are made pursuant to Rule 457(h) under the Securities Act
       of 1933, solely for purposes of determining the registration fee.
  
  (3)  Total fee paid based on sum of separate fee calculations.
  
  ================================================================================
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The Holmes Group, Inc., formerly known as Holmes Products Corp. (the
  "Company") hereby incorporates by reference the following documents which have
  previously been filed with the Securities and Exchange Commission (the
  "Commission"):
  
       a)   The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1998 (the "1998 10-K"), filed with the Commission on
            March 31, 1999.
  
       b)   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 1999, filed with the Commission on May 17, 1999.
  
       c)   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended June 30, 1999, filed with the Commission on August 12, 1999.
  
       d)   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 1999, filed with the Commission on November 15,
            1999.
  
       e)   The Company's Current Report on Form 8-K dated October 8, 1999.
  
       All documents that the Company subsequently files with the Commission
  pursuant to Section 13(a), Section 13(c), Section 14 and Section 15(d) of the
  Exchange Act of 1934 before it files a post-effective amendment to this
  registration statement that indicates that all securities offered have been sold
  or that deregisters all securities then remaining unsold will be deemed
  incorporated herein by reference from the date they are filed.
  
  Item 4.   DESCRIPTION OF SECURITIES.
  
       As of January 1, 2000, there were 20,265,916 shares of common stock
  outstanding that were held of record by approximately 22 stockholders. There
  would be 24,876,894 shares of common stock outstanding (assuming no exercise or
  conversion of outstanding warrants after January 1, 2000) after giving effect
  to the issuance of the shares of common stock covered hereby under the Stock
  Purchase Plan and the 1997 Stock Option Plan (the "Plans").
  
       The holders of common stock are entitled to one vote per share on all
  matters to be voted upon by the stockholders. The holders of common stock are
  entitled to receive ratably such dividends, if any, as may be declared from time
  to time 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
  after payment of liabilities. Except as provided by the Company's Stockholders'
  Agreement dated as of November 26, 1997, as amended, and the Employee
  Stockholders' Agreement dated April 23,
  4
  
  1998, the common stock has no preemptive or conversion rights or other
  subscription rights, and there are no redemption or sinking fund provisions
  available to the common stock. All outstanding shares of common stock are fully
  paid and non-assessable, and the shares of common stock to be issued upon
  completion of this offering will be fully paid and non-assessable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the shares to be offered hereby will be passed upon for the
  Company by Posternak, Blankstein & Lund, L.L.P., Boston, Massachusetts.
  
       The consolidated financial statements incorporated herein by reference to
  the Annual Report on Form 10-K for the year ended December 31, 1998, have been
  so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
  independent accountants, given on the authority of said firm as experts in
  auditing and accounting.
  
  Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 67 of the Business Corporation Law of the Commonwealth of
  Massachusetts provides that indemnification of directors, officers, employees or
  other agents may be provided by a corporation. Section 13 (b) (1-1/2) of the
  Business Corporation Law of the Commonwealth of Massachusetts provides that the
  Articles of Organization may contain a provision eliminating or limiting the
  personal liability of a director to the corporation or its stockholders for
  monetary damages for breach of fiduciary duty as a director provided that such
  provision shall not eliminate or limit the liability of a director (A) for any
  breach of the director's duty of loyalty to the corporation or its stockholders,
  (B) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (C) under Sections 61 or 62 of the
  Massachusetts Business Corporation Law, or (D) for any transaction from which
  the director derived an improper personal benefit.
  
       Article Twelfth of the Company's by-laws provides that the Company, to the
  extent legally permissible, will indemnify any person serving or who has served
  as a director or officer of the Company against all liabilities and expenses
  reasonably incurred by such director or officer in connection with the defense
  or disposition of any action, suit or other proceeding in which the director or
  officer may be involved, while serving as, or by reason of being or having been,
  such a director or officer, except with respect to any matter as to which he or
  she is adjudicated to have not acted in good faith or not with reasonable belief
  that an action was in the best interest of the Company.
  
       The Company maintains directors' and officers' liability insurance which
  may cover liabilities under the Securities Act of 1933.
  
  Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  5
  
       Not applicable.
  
  Item 8.   EXHIBITS.
  
       The following is a complete list of exhibits filed or incorporated by
  reference as part of this registration statement.
  
  Exhibit
  -------
  
   4.1      Holmes Products Corp. Amended and Restated 1997 Stock Option Plan, as
            amended (1)
  
   4.2      Holmes Products Corp. Employee Stock Purchase Plan (1)
  
   5.1      Opinion of Posternak, Blankstein & Lund, L.L.P. as to the legality of
            the securities being registered.
  
  23.1      Consent of PricewaterhouseCoopers LLP.
  
  23.2      Consent of Posternak, Blankstein & Lund, L.L.P. (included in its
            opinion filed as Exhibit 5.1).
  
  24.1      Power of Attorney (included on signature page)
  
  ------------------------
  
  (1)  Incorporated by reference to the Company's Annual Report on Form 10-K for
       the fiscal year ended December 31, 1998, filed with the Commission on March
       31, 1999.
  
  Item 9.   UNDERTAKINGS.
  
            a)   The undersigned registrant hereby undertakes:
  
                 (1) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this registration statement, (A)
            to include any prospectus required by Section 10(a) (3) of the
            Securities Act of 1933, (B) to reflect in the prospectus any facts or
            events arising after the effective date of the registration statement
            (or the most recent post-effective amendment thereof), which,
            individually or in the aggregate, represent a fundamental change in
            the information set forth in the registration statement, and (C) to
            include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement or
            any material change to such information in the registration statement;
            provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) shall 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
  6
  
            pursuant to section 13 or section 15(d) of the Securities Exchange Act
            of 1934 that are incorporated by reference in the registration
            statement.
  
                 (2) that, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered herein, and the offering of such securities at that time shall
            be deemed to be the initial bona fide offering thereof; and
  
                 (3) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.
  
       (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 that is incorporated by reference in the registration
  statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act of 1933, 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 of 1933 and will be governed by the final adjudication of such
  issue.
  7
  
                                     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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the Town of Milford, Commonwealth of Massachusetts, on this
  12th day of January, 2000.
  
                                           THE HOLMES GROUP, INC.
  
                                           By: /s/ Jordan A. Kahn
                                              -----------------------------------
                                               Jordan A. Kahn, President and
                                               Chief Executive Officer
  
       KNOW ALL BY THESE PRESENTS, each person whose signature appears below
  hereby constitutes and appoints Jordan A. Kahn, Stanley Rosenzweig and Ira B.
  Morgenstern, and each of them, his true and lawful attorneys-in-fact and agents,
  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 or
  post-effective amendments to this registration statement, and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents 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 attorneys-in-fact and agents, or their substitute or
  substitutes, may lawfully 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 in the
  capacities and on the date indicated.
  
      Signature                        Title                          Date
      ---------                        -----                          ----
  
  /s/ Jordan A. Kahn             President, Chief                January 12, 2000
  ---------------------------    Executive Officer
  Jordan A. Kahn                 and Director  (Principal
                                 Executive Officer)
  
  /s/ Ira B. Morgenstern         Senior Vice President -         January 12, 2000
  ---------------------------    Finance (Principal Financial
  Ira B. Morgenstern             and Accounting Officer)
  
  /s/ Stanley Rosenzweig         Chief Operating Officer         January 12, 2000
  ---------------------------    and Director
  Stanley Rosenzweig
  8
  
  /s/ Gregory F. White           Executive Vice President,       January 12, 2000
  ---------------------------    Sales and Marketing
  Gregory F. White               Director
  
  /s/ Richard K. Lubin           Director                        January 12, 2000
  ---------------------------
  Richard K. Lubin
  
  /s/ Randy Peeler               Director                        January 12, 2000
  ---------------------------
  Randy Peeler
  
  /s/ Thomas K. Manning          Director                        January 12, 2000
  ---------------------------
  Thomas K. Manning
  
  /s/ Liu Woon Fai (Tommy)       Director                        January 12, 2000
  ---------------------------
  Liu Woon Fai (Tommy)