COSMETIC CENTER INC
8-A12G, 1997-02-25
RETAIL STORES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   ---------

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12 (b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                           THE COSMETIC CENTER, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



              Delaware                                       52-1266697
- ----------------------------------------       ---------------------------------
(State of incorporation or organization)       (IRS Employer Identification No.)


                  8839 Greenwood Place, Savage, Maryland 20763
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:


         None.


Securities to be registered pursuant to Section 12(g) of the Act:


                 Class C Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
                                (Title of Class)




<PAGE>


ITEM 1.         DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

                Reference is made to the Registrant's  Registration Statement on
Form S-4 dated December 20, 1996 (Commission File No. 333-18321),  as amended on
January   31,   1997   and   February    24,   1997   and  the   form  of  proxy
statement/prospectus   included  therein  (the  "Registration  Statement").  The
sections  of  the  proxy  statement/prospectus   included  in  the  Registration
Statement  entitled  "The Merger --  Amendments  to  Cosmetic's  Certificate  of
Incorporation"   and   "Description  of  Cosmetic   Capital  Stock"  are  hereby
incorporated by reference.


ITEM 2.         EXHIBITS.

                Reference  is  made to  Item  21 of the  Registration  Statement
entitled   "Exhibits."   The  following   exhibits  listed  therein  are  hereby
incorporated by reference.

         3(c)     Cosmetic's Certificate of Incorporation, as amended.

         3(d)     Proposed Amendments to Cosmetic's Certificate of
                  Incorporation.

         3(f)     Proposed Amended and Restated Bylaws of Cosmetic Center, Inc.


                                   SIGNATURE
                                   ---------

                Pursuant  to the  requirements  of Section 12 of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.


                                          THE COSMETIC CENTER, INC.


Dated:          February  24, 1997        By: /s/ Bruce E. Strohl
                                             ---------------------------------
                                             Vice President - Finance





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