content: <PAGE>   1
               As filed with the Securities and Exchange Commission
                               on December 26, 1995
  
                                                       Registration No. 33-
                                                                            -----
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                        
                                     FORM S-8
                                        
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
                                        
                                 CML GROUP, INC.                                
             --------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
           DELAWARE                                               04-2451745    
  - -------------------------------                             -------------------
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                               Identification No.)
  
                                 524 MAIN STREET
                            ACTON, MASSACHUSETTS 01720
             -------------------------------------------------------
             (Address of Principal Executive Offices)     (Zip Code)
                                                                    
                            1996 DIRECTOR OPTION PLAN
                            -------------------------
                              (Full title of the plan)
                                                         
                               PETER B. TARR, ESQ.
                                C/O HALE AND DORR
                                 60 STATE STREET
                           BOSTON, MASSACHUSETTS  02109
    ------------------------------------------------------------------------------
                     (Name and address of agent for service)
  
                                  (617) 526-6000
  - --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
  
  <TABLE>
  <CAPTION>
                               CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------
  Title of                Proposed          Proposed
  securities  Amount to   maximum           maximum         Amount of
  to be           be      offering price    aggregate      registration
  registered  registered  per share       offering price       fee
  - ----------  ----------  --------------  --------------   -------------
  <S>         <C>         <C>             <C>              <C>
  Common      250,000     (1) $4.00       (1) $1,000,000   $345
  Stock,      shares
  $.10 par
  value          
  
  <FN>
  - ---------------
  
  (1)  Estimated solely for the purpose of calculating the registration
  fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
  amended, upon the basis of the average of the high and low prices of the
  Registrant's Common Stock as reported on the New York Stock Exchange on
  December 19, 1995. 
  
  </TABLE>
  <PAGE>   2
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
          The information required by Part I is included in documents sent or
  given to participants in the 1996 Director Option Plan of CML Group,
  Inc. (the "Registrant") pursuant to Rule 428(b)(1) under the Securities Act of
  1933, as amended (the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
          Item 3.  Incorporation of Certain Documents by Reference.
                   -----------------------------------------------
                   
          The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
  Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and
  Exchange Commission (the "Commission").  The following documents, which are
  filed with the Commission, are incorporated in this Registration Statement by
  reference:
  
                  (1)  The Registrant's latest annual report filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
          filed pursuant to Rule 424(b) under the Securities Act that contains
          audited financial statements for the Registrant's latest fiscal year
          for which such statements have been filed.
  
                  (2)  All other reports filed pursuant to Section 13(a) or 15(d)
          of the Exchange Act since the end of the fiscal year covered by the
          document referred to in (1) above.
  
                  (3)  The description of the Common Stock, par value $.10 per
          share ("Common Stock"), contained in a registration statement filed
          under the Exchange Act, including any amendment or report filed for the
          purpose of updating such description.
  
          All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents.
  
          Item 4.  Description of Securities.
                   -------------------------
          
          Not applicable.
  <PAGE>   3
          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 provides that a
  corporation may indemnify any person who was or is a party or is threatened to
  be made a party to any threatened, pending or completed action or proceeding,
  whether civil, criminal, administrative or investigative, by reason of the fact
  that he is or was a director, officer, employee or agent of the corporation or
  is or was serving at its request in such capacity in another corporation or
  business association, against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by 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 the best
  interests of the corporation, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  
          Section 102(b)(7) of the Delaware General Corporation Law permits a
  corporation to provide in its certificate of incorporation that a director of
  the corporation shall not be personally liable to the corporation or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except for liability (i) for any breach of the director's duty of loyalty to
  the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
  any transaction from which the director derived an improper personal benefit.
  
          Article XI of the Registrant's By-Laws, as amended, requires the
  Registrant to indemnify each person who is or was a director or officer of the
  Registrant against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement to the extent permitted from time to time under the
  Delaware General Corporation Law, as amended.  Article Eighth of the
  Registrant's Restated Certificate of Incorporation, as amended, requires the
  Registrant to indemnify to the full extent permitted under applicable law, any
  person made or threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative, by reason of the fact that he is or was a director or officer
  of the Registrant.  In addition, Article Tenth of the Registrant's Restated
  Certificate of Incorporation, as amended, provides that no director of the
  Registrant shall be liable for any breach of fiduciary duty, except to the
  extent that the 
  
                                       -2-
  
  <PAGE>   4
  Delaware General Corporation Law prohibits the elimination or
  limitation of liability of directors for breach of fiduciary duty.
  
          Item 7.  Exemption from Registration Claimed.
                   -----------------------------------
  
          Not applicable.
  
          Item 8.  Exhibits.
                   --------
  
          The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
          Item 9.  Undertakings.
                   ------------
  
          1.   The Registrant hereby undertakes:
  
                  (a)  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;
  
                  (ii)  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.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the estimated
          maximum offering range may be reelected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in volume and price represent no more than a 20% change in the
          maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement; and
  
                  (iii)  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 (i) and (ii) do not apply if
          the Registration Statement is on Form S-3 or Form S-8, and 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 the Registration Statement.
  
  
  
                                       -3-
                               
  <PAGE>   5
                  (b)  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
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.
  
                  (c)  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.
  
          2.   The 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 (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) 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 in the initial
  bona fide offering thereof.
  
          3.   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 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.
  
  
                                       -4-
   
  
  <PAGE>   6
                                    SIGNATURES
  
  
          Pursuant to the requirements of the Securities Act, 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 Boston, Commonwealth of Massachusetts, on this 22nd
  day of December, 1995.
  
                                          CML GROUP, INC.
  
  
  
                                          By:  /s/ G. Robert Tod
                                               --------------------------------
                                               G. Robert Tod
                                               President
  
  
  
                                POWER OF ATTORNEY
  
  
          We, the undersigned officers and directors of CML Group, Inc., hereby
  severally constitute G. Robert Tod, Robert J.  Samuelson and Paul P. Brountas,
  and each of them singly, our true and lawful attorneys with full power to any
  of them, and to each of them singly, to sign for us and in our names in the
  capacities indicated below the Registration Statement on Form S-8 filed
  herewith and any and all amendments to said Registration Statement and
  generally to do all such things in our name and behalf in our capacities as
  officers and directors to enable CML Group, Inc.  to comply with the provisions
  of the Securities Act and all requirements of the Securities and Exchange
  Commission, hereby ratifying and confirming our signatures as they may be
  signed by our said attorneys, or any of them, to said Registration Statement
  and any and all amendments thereto.
  
  
                                       -5-
   
   
  <PAGE>   7
  <TABLE>
          Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  
  <CAPTION>
  Signature                Title                            Date
  - ---------                -----                            ----
  <S>                      <C>                           <C>
                           Chairman of the Board of      )
                           Directors and Chief           )
  /s/ Charles M. Leighton  Executive Officer (Principal  )
  - ------------------------ Executive Officer)            )
  Charles M. Leighton      
                                                         )
                                                         )
                                                         )
  /s/ G. Robert Tod        President, Chief Operating    )
  - ------------------------ Officer and Director          )
  G. Robert Tod            
                                                         )
                                                         )
                           Senior Vice President,        )
  /s/ Robert J. Samuelson  Chief Financial Officer and   )
  - ------------------------ Treasurer (Principal Financial)
  Robert J. Samuelson      Officer)                      )
                           
                                                         )
                                                         )
  /s/ Glenn E. Davis       Vice President and Controller )
  - ------------------------ (Principal Accounting Officer))
  Glenn E. Davis           
                                                         )
                                                         )December 22,1995
  /s/ Howard H. Callaway   Director                      )
  - ------------------------
  Howard H. Callaway                                     )
                                                         )
                                                         )
  /s/ Thomas H. Lenagh     Director                      )
  - ------------------------
  Thomas H. Lenagh                                       )
                                                         )
                                                         )
  /s/ Homer L. Luther, Jr. Director                      )
  - ------------------------
  Homer L. Luther, Jr.                                   )
                                                         )
                                                         )
  /s/ Roy W. Menninger     Director                      )
  - ------------------------
  Roy W. Menninger                                       )
                                                         )
                                                         )
  /s/ Alison Taunton-Rigby Director                      )
  - ------------------------
  Alison Taunton-Rigby                                   )
                                                         )
                                                         )
  /s/ Lauren M. Tyler      Director                      )
  - ------------------------
  Lauren M. Tyler                                        )
                                                         )
                                                         )
  /s/ Ralph F. Verni       Director                      )
  - ------------------------
  Ralph F. Verni
  </TABLE>
                                        
                                       -6- 
   
   
  <PAGE>   8
  <TABLE>
                                  EXHIBIT INDEX
  
  <CAPTION>
  Exhibit             Description of Exhibit                    Page
  - -------             ----------------------                    ----
      <S>    <C>                                                 <C> 
       4.1   Specimen certificate for shares of Common
             Stock of the Registrant is incorporated herein by
             reference to Exhibit 4 to the Registrant's
             Registration Statement on Form S-1 (File
             No. 2-86828).....................................    *
       4.2   Form of Rights Certificate is incorporated herein
             by reference to Exhibit B to Exhibit 1 to the
             Registrant's Registration Statement on Form 8-A
             filed July 13, 1988..............................    *
       4.3   Rights Agreement dated as of June 28, 1988
             between the Registrant and The First National
             Bank of Boston is incorporated herein by reference
             to Exhibit 1 to the Registrant's Registration
             Statement Form 8-A filed July 13, 1988, as amended
             by the Registrant's Form 8 filed August 5, 1988..    *
       4.3   Specimen certificates for the Registrant's 5-1/2%
             Convertible Subordinated Debentures Due 2003 are
             incorporated herein by reference to Exhibit 4.1
             to the Registrant's Quarterly Report on Form 10-Q
             filed March 16, 1993.............................    *
       4.4   Terms of the Registrant's 5-1/2% Convertible
             Subordinated Debentures Due 2003 are incorporated
             herein by reference to Exhibit A to Exhibit 19.2
             to the Registrant's Quarterly Report on Form 10-Q
             filed March 16, 1993.............................    *
       5     Opinion of Hale and Dorr.........................    9
      23.1   Consent of Deloitte & Touche LLP.................   11
      23.2   Consent of Hale and Dorr (included in
             Exhibit 5).......................................
       24    Power of Attorney (appears on page 5)............
  
  <FN>
  
  - ----------------
  *  Incorporated herein by reference.
  
  </TABLE>
  
                                       -7-
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text: 1
               As filed with the Securities and Exchange Commission
                               on December 26, 1995
  
                                                       Registration No. 33-
                                                                            -----
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                        
                                     FORM S-8
                                        
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
                                        
                                 CML GROUP, INC.                                
             --------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
           DELAWARE                                               04-2451745    
  - -------------------------------                             -------------------
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                               Identification No.)
  
                                 524 MAIN STREET
                            ACTON, MASSACHUSETTS 01720
             -------------------------------------------------------
             (Address of Principal Executive Offices)     (Zip Code)
                                                                    
                            1996 DIRECTOR OPTION PLAN
                            -------------------------
                              (Full title of the plan)
                                                         
                               PETER B. TARR, ESQ.
                                C/O HALE AND DORR
                                 60 STATE STREET
                           BOSTON, MASSACHUSETTS  02109
    ------------------------------------------------------------------------------
                     (Name and address of agent for service)
  
                                  (617) 526-6000
  - --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------
  Title of                Proposed          Proposed
  securities  Amount to   maximum           maximum         Amount of
  to be           be      offering price    aggregate      registration
  registered  registered  per share       offering price       fee
  - ----------  ----------  --------------  --------------   -------------
  Common      250,000     (1) $4.00       (1) $1,000,000   $345
  Stock,      shares
  $.10 par
  value
  - ---------------
  
  (1)  Estimated solely for the purpose of calculating the registration
  fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
  amended, upon the basis of the average of the high and low prices of the
  Registrant's Common Stock as reported on the New York Stock Exchange on
  December 19, 1995.
  2
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
          The information required by Part I is included in documents sent or
  given to participants in the 1996 Director Option Plan of CML Group,
  Inc. (the "Registrant") pursuant to Rule 428(b)(1) under the Securities Act of
  1933, as amended (the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
          Item 3.  Incorporation of Certain Documents by Reference.
                   -----------------------------------------------
                   
          The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
  Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and
  Exchange Commission (the "Commission").  The following documents, which are
  filed with the Commission, are incorporated in this Registration Statement by
  reference:
  
                  (1)  The Registrant's latest annual report filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
          filed pursuant to Rule 424(b) under the Securities Act that contains
          audited financial statements for the Registrant's latest fiscal year
          for which such statements have been filed.
  
                  (2)  All other reports filed pursuant to Section 13(a) or 15(d)
          of the Exchange Act since the end of the fiscal year covered by the
          document referred to in (1) above.
  
                  (3)  The description of the Common Stock, par value $.10 per
          share ("Common Stock"), contained in a registration statement filed
          under the Exchange Act, including any amendment or report filed for the
          purpose of updating such description.
  
          All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents.
  
          Item 4.  Description of Securities.
                   -------------------------
          
          Not applicable.
  3
          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 provides that a
  corporation may indemnify any person who was or is a party or is threatened to
  be made a party to any threatened, pending or completed action or proceeding,
  whether civil, criminal, administrative or investigative, by reason of the fact
  that he is or was a director, officer, employee or agent of the corporation or
  is or was serving at its request in such capacity in another corporation or
  business association, against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by 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 the best
  interests of the corporation, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  
          Section 102(b)(7) of the Delaware General Corporation Law permits a
  corporation to provide in its certificate of incorporation that a director of
  the corporation shall not be personally liable to the corporation or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except for liability (i) for any breach of the director's duty of loyalty to
  the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
  any transaction from which the director derived an improper personal benefit.
  
          Article XI of the Registrant's By-Laws, as amended, requires the
  Registrant to indemnify each person who is or was a director or officer of the
  Registrant against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement to the extent permitted from time to time under the
  Delaware General Corporation Law, as amended.  Article Eighth of the
  Registrant's Restated Certificate of Incorporation, as amended, requires the
  Registrant to indemnify to the full extent permitted under applicable law, any
  person made or threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative, by reason of the fact that he is or was a director or officer
  of the Registrant.  In addition, Article Tenth of the Registrant's Restated
  Certificate of Incorporation, as amended, provides that no director of the
  Registrant shall be liable for any breach of fiduciary duty, except to the
  extent that the 
  
                                       -2-
  4
  Delaware General Corporation Law prohibits the elimination or
  limitation of liability of directors for breach of fiduciary duty.
  
          Item 7.  Exemption from Registration Claimed.
                   -----------------------------------
  
          Not applicable.
  
          Item 8.  Exhibits.
                   --------
  
          The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
          Item 9.  Undertakings.
                   ------------
  
          1.   The Registrant hereby undertakes:
  
                  (a)  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;
  
                  (ii)  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.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the estimated
          maximum offering range may be reelected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in volume and price represent no more than a 20% change in the
          maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement; and
  
                  (iii)  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 (i) and (ii) do not apply if
          the Registration Statement is on Form S-3 or Form S-8, and 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 the Registration Statement.
  
                                       -3-
  5
                  (b)  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
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.
  
                  (c)  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.
  
          2.   The 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 (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) 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 in the initial
  bona fide offering thereof.
  
          3.   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 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.
  
                                       -4-
  6
                                    SIGNATURES
  
          Pursuant to the requirements of the Securities Act, 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 Boston, Commonwealth of Massachusetts, on this 22nd
  day of December, 1995.
  
                                          CML GROUP, INC.
  
                                          By:  /s/ G. Robert Tod
                                               --------------------------------
                                               G. Robert Tod
                                               President
  
                                POWER OF ATTORNEY
  
          We, the undersigned officers and directors of CML Group, Inc., hereby
  severally constitute G. Robert Tod, Robert J.  Samuelson and Paul P. Brountas,
  and each of them singly, our true and lawful attorneys with full power to any
  of them, and to each of them singly, to sign for us and in our names in the
  capacities indicated below the Registration Statement on Form S-8 filed
  herewith and any and all amendments to said Registration Statement and
  generally to do all such things in our name and behalf in our capacities as
  officers and directors to enable CML Group, Inc.  to comply with the provisions
  of the Securities Act and all requirements of the Securities and Exchange
  Commission, hereby ratifying and confirming our signatures as they may be
  signed by our said attorneys, or any of them, to said Registration Statement
  and any and all amendments thereto.
  
                                       -5-
  7
  
          Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  Signature                Title                            Date
  - ---------                -----                            ----
  Chairman of the Board of      )
                           Directors and Chief           )
  /s/ Charles M. Leighton  Executive Officer (Principal  )
  - ------------------------ Executive Officer)            )
  Charles M. Leighton      
                                                         )
                                                         )
                                                         )
  /s/ G. Robert Tod        President, Chief Operating    )
  - ------------------------ Officer and Director          )
  G. Robert Tod            
                                                         )
                                                         )
                           Senior Vice President,        )
  /s/ Robert J. Samuelson  Chief Financial Officer and   )
  - ------------------------ Treasurer (Principal Financial)
  Robert J. Samuelson      Officer)                      )
                           
                                                         )
                                                         )
  /s/ Glenn E. Davis       Vice President and Controller )
  - ------------------------ (Principal Accounting Officer))
  Glenn E. Davis           
                                                         )
                                                         )December 22,1995
  /s/ Howard H. Callaway   Director                      )
  - ------------------------
  Howard H. Callaway                                     )
                                                         )
                                                         )
  /s/ Thomas H. Lenagh     Director                      )
  - ------------------------
  Thomas H. Lenagh                                       )
                                                         )
                                                         )
  /s/ Homer L. Luther, Jr. Director                      )
  - ------------------------
  Homer L. Luther, Jr.                                   )
                                                         )
                                                         )
  /s/ Roy W. Menninger     Director                      )
  - ------------------------
  Roy W. Menninger                                       )
                                                         )
                                                         )
  /s/ Alison Taunton-Rigby Director                      )
  - ------------------------
  Alison Taunton-Rigby                                   )
                                                         )
                                                         )
  /s/ Lauren M. Tyler      Director                      )
  - ------------------------
  Lauren M. Tyler                                        )
                                                         )
                                                         )
  /s/ Ralph F. Verni       Director                      )
  - ------------------------
  Ralph F. Verni
  -6-
  8
  
                                  EXHIBIT INDEX
  Exhibit             Description of Exhibit                    Page
  - -------             ----------------------                    ----
  4.1   Specimen certificate for shares of Common
             Stock of the Registrant is incorporated herein by
             reference to Exhibit 4 to the Registrant's
             Registration Statement on Form S-1 (File
             No. 2-86828).....................................    *
       4.2   Form of Rights Certificate is incorporated herein
             by reference to Exhibit B to Exhibit 1 to the
             Registrant's Registration Statement on Form 8-A
             filed July 13, 1988..............................    *
       4.3   Rights Agreement dated as of June 28, 1988
             between the Registrant and The First National
             Bank of Boston is incorporated herein by reference
             to Exhibit 1 to the Registrant's Registration
             Statement Form 8-A filed July 13, 1988, as amended
             by the Registrant's Form 8 filed August 5, 1988..    *
       4.3   Specimen certificates for the Registrant's 5-1/2%
             Convertible Subordinated Debentures Due 2003 are
             incorporated herein by reference to Exhibit 4.1
             to the Registrant's Quarterly Report on Form 10-Q
             filed March 16, 1993.............................    *
       4.4   Terms of the Registrant's 5-1/2% Convertible
             Subordinated Debentures Due 2003 are incorporated
             herein by reference to Exhibit A to Exhibit 19.2
             to the Registrant's Quarterly Report on Form 10-Q
             filed March 16, 1993.............................    *
       5     Opinion of Hale and Dorr.........................    9
      23.1   Consent of Deloitte & Touche LLP.................   11
      23.2   Consent of Hale and Dorr (included in
             Exhibit 5).......................................
       24    Power of Attorney (appears on page 5)............
  - ----------------
  *  Incorporated herein by reference.
  -7-