As filed with the Securities and Exchange Commission on December 2, 1998

Registration No. 333-35757
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-3
TO FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SURREY, INC.
(Exact name of registrant as specified in its charter)
---------
Texas 74-2138564
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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13110 Trails End Road
Leander, Texas 78641
(512) 267-7172
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

John B. van der Hagen, Chief Executive Officer
Surrey, Inc.
13110 Trails End Road
Leander, Texas 78641
(512) 267-7172
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------
Copy to:
Elizabeth H. Cobb, Esq.
Mark T. Hooley, Esq.
Mackall, Crounse & Moore PLC
1400 AT&T Tower
901 Marquette Avenue
Minneapolis, Minnesota 55402
---------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: |_|

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| (See above)

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

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

SURREY, INC.

CROSS REFERENCE SHEET

Item Number in Form S-3, Part I Caption or Location in prospectus
------------------------------- ---------------------------------

Forepart of the registration statement and Outside Front Cover Page of the
Outside Front Cover Page of prospectus.............. prospectus

Inside Front and Outside Back Cover Pages of Inside Front and Outside Back Cover
prospectus.......................................... Pages of the prospectus, Available
Information; Incorporation of
Certain Documents by Reference

Summary Information and Risk Factors................ Outside Front Cover Page; Risk
Factors

Use of Proceeds..................................... Use of Proceeds

Determination of Offering Price..................... Risk Factors -- Determination of
Offering Price; Possible Stock Price
Volatility; No Dividends

Dilution............................................ Not Applicable

Selling Security Holders............................ Not Applicable

Plan of Distribution................................ Plan of Distribution

Description of the Securities to be Registered...... Not Applicable

Interests of Named Experts and Counsel.............. Legal Matters, Experts

Material Changes.................................... Recent Developments

Incorporation of Certain Information by Available Information; Incorporation
Reference........................................... of Certain Documents by Reference

Disclosure of Commission Position on
Indemnification for Securities Act Liabilities...... Not Applicable

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these in any
state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 2, 1998
PROSPECTUS
675,000 SHARES OF COMMON STOCK

SURREY, INC.

Surrey, Inc. is offering to sell up to a maximum of 675,000 shares
of Common Stock under this prospectus. The shares of Common Stock offered will
be issued upon the exercise of the Surrey Redeemable Common Stock Purchase
Warrants. The Warrants were issued as part of the initial public offering in
December of 1997. At that time, we agreed to use our best efforts to maintain an
effective registration statement relating to the Common Stock to be issued upon
exercise of the Warrants. The Common Stock and Warrants are currently trading on
the Nasdaq SmallCap Market(SM) under the symbol SOAP for the Common Stock and
SOAPW for the Warrants.

The 675,000 shares of Common Stock offered pursuant to this
prospectus are being offered and sold by Surrey. The shares of Common Stock
offered under this prospectus will be issued to any Warrant holder upon exercise
of any of the Warrants and payment of the Warrant exercise price. The shares of
Common Stock will not be issued through an underwriter, dealer or broker.

The maximum of 675,000 shares of Common Stock being offered under
this prospectus is equal to the number of Warrants sold in our initial public
offering. Each Warrant grants the right to purchase one share of Common Stock,
which number may increase or decrease as described in this prospectus. The
number of shares of Common Stock may increase or decrease if we pay a dividend
in Common Stock, undertake a stock split, undertake a reverse stock split, or
undertake a reclassification of our Common Stock. In such case, the holder of a
Warrant will be entitled to receive the number of shares of Common Stock which
that holder would have owned if the Warrant holder would have exercised his or
her Warrant prior to any of the events described above.

THE INVESTORS SHOULD REVIEW THE INFORMATION CONTAINED IN THE SECTION
OF THIS PROSPECTUS ENTITLED "RISK FACTORS" ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this document
or that we have referred you to. We have not authorized anyone to provide you
with information that is different. There may be changes relating to Surrey or
its business since the date of this prospectus or the date of any document that
we have referred you to that are not reflected in this prospectus or any
document that we have referred you to. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted. This prospectus only relates
to the Common Stock. All the information that is important to you may not be
contained in this prospectus. For further information you should refer to the
registration statement including all exhibits filed with the Securities and
Exchange Commission ("SEC"). You may obtain copies of that information in a
manner described in the section of this prospectus entitled "Available
Information."

Surrey's executive offices are located at 13110 Trails End Road,
Leander, Texas 78641, and its telephone number is (512) 267-7172.

The date of this Prospectus is December _____, 1998.

AVAILABLE INFORMATION

Surrey is a reporting company under the Securities Exchange Act of
1934. Surrey files annual, quarterly and special reports, proxy statements and
other information electronically with the SEC. Such material can be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information
relating to the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. You may also inspect and copy such information at the SEC's
regional offices at 7 World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. You may obtain copies of such material by writing to the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
You may also access such material through the Commission's home page on the
Internet at http://www.sec.gov. The Common Stock of Surrey is traded on the
Nasdaq SmallCap Market(SM). Surrey's reports, proxy statements and other
information may be inspected at the National Association of Securities Dealers,
Inc. at 1735 K Street, N.W., Washington, D.C. 10006.

For further information with respect to Surrey and the Common Stock
offered hereby, we refer you to the registration statement, including the
exhibits filed or incorporated as a part of the registration statement. You may
inspect or obtain copies of the registration statement at prescribed rates from,
the Public Reference Section of the SEC at the address set forth above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus is part of a registration statement Surrey filed
with the SEC to register the Surrey Common Stock to be issued upon exercise of
the Warrants offered under this prospectus. It does not repeat important
information that you can find in the registration statement or in the reports or
other documents that Surrey files with the SEC. The SEC allows Surrey to
"incorporate by reference" the information it files with them. This means that
Surrey can disclose important information to you by referring to other documents
that are legally considered to be part of this prospectus, and later information
that it files with the SEC will automatically update and supercede the
information in this prospectus and the documents listed below. Surrey
incorporates by reference the documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 until all of the Common Stock offered under this prospectus is sold:

1. Surrey's registration statement on Form SB-2, filed with the
SEC on September 16, 1997 and all amendments thereto;

2. Surrey's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997;

3. Surrey's Proxy Statement for the Annual Meeting of
Shareholders held April 30, 1998;

4. Surrey's Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 1998;

5. Surrey's Quarterly Report on Form 10-QSB for the fiscal
quarter ended June 30, 1998;

6. Surrey's Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 1998;

7. The description of Surrey's Common Stock and Warrants set
forth in Surrey's registration statement on Form 8-A filed
with the SEC on November 18, 1997; and

8. Surrey's Current Report on Form 8-K filed with the SEC on
November 25, 1998.

You may request a copy of these filings at no cost by writing or
telephoning Surrey at the following address: Surrey, Inc., Investor Relations,
13110 Trails End Road, Leander, Texas 78641, (Telephone: 512-267-7172).

RISK FACTORS

AN INVESTMENT IN SURREY COMMON STOCK INVOLVES VARIOUS RISKS. THIS
PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE FEDERAL
SECURITIES LAWS. YOU ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES. ACTUAL
EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS AS THE RESULT OF VARIOUS FACTORS, INCLUDING THE
FACTORS REFERENCED IN SURREY'S DOCUMENTS THAT ARE FILED WITH THE SEC AND WHICH
ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. IN DECIDING WHETHER OR NOT
TO INVEST IN SURREY COMMON STOCK, YOU SHOULD CONSIDER THE FOLLOWING RISKS
FACTORS:

MANAGEMENT OF GROWTH

We are currently in the process of and intend to continue the
significant expansion of our business over the next several years. The Company
currently has a goal to double its production over the next several years
through a combination of expanded manufacturing and production capacity, use of
additional professional full-time sales personnel, the addition of new products
such as a line of high end scented candles and a line of traditional bar soap.
In addition, Surrey intends to focus on the growth and promotion of its higher
margin products.

We recently completed the expansion of our manufacturing,
warehousing and office facilities by adding approximately 39,100 square feet,
bringing the total size of our facilities to 77,100 square feet. We added 18,100
square feet to our production and manufacturing facilities, 14,900 to our
warehousing and storage space and 6,100 to our office space. We also have leased
several new pieces of manufacturing equipment and are in the process of adding
more manufacturing equipment. We currently expect that this expanded facility
will be fully operational in the first quarter of 1999.

While we are in the process of implementing our growth strategy, we
cannot assure you that the growth strategy will be successful in increasing our
net income or share price of Surrey's Common Stock. Success of our growth
strategy will depend on our ability to utilize the expanded capacity efficiently
to justify the higher costs of maintaining a larger facility, more personnel and
manufacturing a broader variety of products. Surrey cannot assure you that it
will be able to achieve its goal in the next several years, if at all.

Further, growth of Surrey's business will result in increased costs
for personnel and systems. We cannot assure you that we will be able to secure
and maintain the additional management, employees and staffing, or other
resources required to support the intended growth of our business.

RECENT LOSSES

In our report on Form 10-QSB for the quarter ended September 30,
1998, we reported a net loss of $67,000. For the nine months ended September 30,
1998, we reported a net loss of $220,000. Our net loss for the quarter and for
the first nine months of 1998 was due to a variety of factors including
increased sales and marketing expenses, increased labor costs and the increased
costs of being a publicly traded company. Our sales and marketing expenses
increased as a result of additional personnel that we hired in anticipation of
our expanded production capabilities. We believe that the labor cost increases
are due to training costs associated with our expansion as well as operating
inefficiencies of our existing smaller facilities. We believe that the costs
associated with being a publicly traded company will decline as a percentage of
net sales. Increasing our net profit will require

that we operate our expanded facilities efficiently and we utilize the expanded
capacity. We cannot assure you that we will be able to operate our expanded
facility efficiently or utilize the expanded capacity.

DEPENDENCE ON CUSTOMERS

During 1997, Wal-Mart, Surrey's single largest customer, accounted
for approximately 34% of net sales, and in 1996, it accounted for 21% of net
sales. Based on net sales from the first nine months of 1998 and anticipated
sales for the entire year, we anticipate that Wal-Mart will be our single
largest customer for 1998 and will account for approximately 25% of net sales.
Avon was our second largest customer in 1997, accounting for approximately 7% of
net sales, and in 1996, it accounted for approximately 6% of net sales. We
believe that Avon and Walgreen's will be the second and third largest customers
in 1998. They each will account for less than 10% of net sales. The loss of any
major account, especially Wal-Mart, or a decrease in orders from any such
customer, could have a material adverse effect on Surrey and its business. We
cannot assure you that our largest customers will continue to purchase Surrey's
products at the same levels.

We recently announced a letter of commitment from Bath & Body Works
to purchase approximately 10 million bars of our high quality, transparent
glycerin and specialty soap. If the purchase order commitment is fulfilled at
expected levels, we anticipate that Bath & Body Works could account for
approximately 33% to 50% of net sales in 1999. We cannot assure you that Bath &
Body Works will continue to purchase our products at such levels in future
years. We have described the purchase order letter of commitment in the section
of the prospectus entitled "Recent Developments."

CUSTOMER CONTRACTS

Surrey's large retail customers, such as Wal-Mart and Walgreen's,
usually establish their product order "plan-a-grams" on a 12-month cycle. Once
such a plan is in place, it is often not reviewed for such 12 month cycle;
however, only the first order under any such plan is guaranteed. We have no
standing orders or long-term contracts with any of our retail customers. Any
customer can re-order at any time or cancel or replace our product in its
12-month plan without notice to us.

Most of Surrey's contract manufacturing customers, such as Elizabeth
Arden, Avon and Walt Disney, order on a job-by-job basis only. Such orders are
usually cancelable by the customer if not shipped within two weeks of the
scheduled shipping date. Unless Surrey is developing a new product for a
contract manufacturing customer (a development period may take months or years
depending on the product and the customer), Surrey typically ships products
within 60 to 90 days after receiving a purchase order. This period may be longer
if special packaging or labeling is required by a customer. Individual contract
manufacturing clients generally supply their own soap boxes and labeling;
therefore, we are not required to carry that inventory on our balance sheet. In
addition, many of Surrey's contract manufacturing customers pay for the
development and production of the dye stock and molds and, therefore, they, and
not Surrey, own such molds and the formulas for their individual products.

COMPETITION

There is extensive competition in the bar soap manufacturing
industry. However, we believe that we currently compete directly with only a
small number of manufacturers in the specialty soap market, including
Neutrogena, Beiersdorf (Basis), and Johnson and Johnson (Purpose). In addition,

many other companies manufacture and/or market a range of personal care products
which compete with Surrey's soap and other products. These companies include
Bath & Body Works, Twin Craft Soap Company, Original Bradford Soapworks and
Stahl Soap.

As part of our expansion, we intend to begin manufacturing
traditional bar soap. Within the traditional soap market, we will compete
directly with many larger manufacturers, such as Proctor & Gamble,
Colgate-Palmolive, Unilever and Dial, which are much larger and have greater
financial resources than we have. We do not expect to make significant inroads
into the traditional bar soap market; rather, we intend to meet the existing
demand of our customers for traditional soap.

We currently believe that we will experience little competition from
the large manufacturers of traditional bar soap in our specialty soap niche
market due to the small size of the market. In addition, we believe that it is
more expensive to mass produce a high quality glycerin bar soap product.
However, we cannot assure you that these larger manufacturers will not compete
with Surrey in the future for its products, particularly its liquid soap
products.

We have recently added a line of high-end scented candles to
compliment our potpourri and craft products. The candle industry is highly
competitive and dominated by larger manufactures. Most of these larger
manufacturers have greater financial resources than Surrey.

We believe that we experience most of our competition from companies
having a broader variety of product line. We believe we experience a lesser
degree of competition based on the price of our products. By adding products
such as traditional bar soaps and liquid soaps, potpourris, high end scented
candles and crafts, we believe that we will better compete in the marketplace.

SEASONALITY

We experience seasonal fluctuations in operating results, with sales
and revenues generally higher during the third and fourth calendar quarters.
Orders shipped in the third and fourth quarters generally account for
approximately 60% of the Company's total net sales for the year, due primarily
to the holiday retail season.

CONTROL BY MANAGEMENT

As of the date of this prospectus, John B. van der Hagen, CEO and
Chairman of the Board, Mary van der Hagen, Secretary and Director, Martin J. van
der Hagen, President, and Mark J. van der Hagen, Vice President - Finance,
currently own a total of approximately 46% of the Common Stock. Assuming all the
Warrants are exercised, management will own approximately 36% of the Common
Stock. These percentages are calculated excluding the exercise of any warrants
or options held by management. As a result, management may have the ability to
elect the Company's entire Board of Directors and control Surrey, including
transactions such as mergers, consolidations and the sale of substantially all
of Surrey's assets.

DEPENDENCE ON KEY PERSONNEL

Surrey's success is dependent on the efforts of its key management
personnel. The loss of the services of any such personnel could have a material
adverse effect. We currently have employment agreements with our CEO and our
President. We do not have life insurance policies payable to us on

any key management personnel. We will continue to be dependent on our ability to
attract and retain qualified personnel.

PROPRIETARY PROCESSES AND TRADEMARKS

Surrey holds no patents on any of its equipment or processes and
relies substantially on certain formulas and processes that are not patentable.
In addition, much of our proprietary information is the experience and knowledge
of our employees, contractors and business partners. We protect such processes
through confidentiality agreements with certain contractors, business partners,
and distributors; however, Surrey cannot assure you that these agreements will
adequately protect our proprietary processes and formulas. Any unauthorized
disclosure or use of Surrey's proprietary information could have a material
adverse effect on our business operations. We are aware that a company which
signed such a confidentiality agreement appears to be using certain trade
secrets in violation of their agreement. We do not own any patents on any of our
technology. We believe that the trademarks we own on certain product names have
significant value and are important to the marketing of our products, but do not
consider any individual mark to be material to our operation. Surrey's marks may
violate the proprietary rights of others, proprietary rights in the marks have
never been challenged and, as a result, Surrey does not know if its rights would
withstand such a challenge. In such case, Surrey may be prevented from using its
marks which could have an adverse affect on Surrey. Surrey has been unable to
register the name Surrey as a trademark due to a prior registration; however,
such prior registrant manufactures plastic combs, not soaps. While we believe
that our current use of the name is not infringing on the rights of others,
Surrey cannot assure you that its use will not ever be challenged.

DETERMINATION OF OFFERING PRICE; POSSIBLE STOCK PRICE VOLATILITY; NO DIVIDENDS

There was no public market for the Common Stock at the time the
exercise price of the Warrants was determined. As a result, the exercise price
of the Warrants, which is the price one must pay to purchase the shares of
Common Stock, was determined by negotiation between the underwriter in the
initial public offering and Surrey based upon the general status of the
securities market at that time and other relevant factors. The market price for
the Common Stock may be highly volatile depending upon various factors,
including the general economy, stock market conditions, announcements by us, our
vendors or competitors and fluctuation in Surrey's operating results. We
currently intend to retain earnings for use in operations and expansion of our
business and therefore do not anticipate paying any cash dividends in the
foreseeable future.

YEAR 2000 PREPAREDNESS

Surrey has reviewed its software driven accounting system and
personal computers and has taken action so that its computer and non-information
technology systems will function properly with respect to dates in the Year 2000
and thereafter. The total cost of compliance was approximately $40,000. Surrey
has substantially completed its internal Year 2000 compliance. Surrey has not
begun an assessment of the year 2000 preparedness of third parties with which it
has a material relationship. Surrey cannot assure you that its or its suppliers'
year 2000 conversion will be successfully completed. The failure to complete
such conversion may have a adverse material affect on Surrey.

FORWARD-LOOKING STATEMENTS

Statements contained in this prospectus regarding Surrey's future
operations, growth strategy, contract with Bath & Body Works, future performance
and results are forward looking and, therefore, are subject to certain risks and
uncertainties, including those discussed herein. In addition, any forward
looking information regarding the operations of the Company will be effected by
Surrey's ability to effectively manage and operate its facilities as expanded,
Surrey's ability to successfully increase its marketing and sales effort in
order to take full advantage of its increased production facilities, to
successfully perform on the Bath & Body Works letter of commitment, to obtain
financing for equipment needed to perform under the Bath & Body Works letter of
commitment and continued receipt of large orders from Surrey's significant
customers. We cannot assure you that we will be able to fully and adequately
perform the Bath & Body Works letter of commitment, that we will continue to get
large orders from significant customers, or that we will be able to maximize the
expanded production capabilities.

BUSINESS

Surrey specializes in the development and manufacture of high
quality transparent glycerin and specialty soap products, as well as the
production of certain personal care and home fragrance products. Surrey has
built four successful retail brands and a strong private label and contract
manufacturing business for high-profile customers. Surrey uses a process for
manufacturing poured bar soaps that allows us to produce unique and affordable
original soap products in large quantities. Surrey also maintains a library of
chemical formulations for producing purer, milder and harder glycerin soap bars
primarily through the use of synthetic moisturizing ingredients rather than the
use of tallow (animal fat). We recently expanded into the crafts market, with
soap-making kits and expanded our home fragrance products with the introduction
of a full line of potpourri products. As part of our expansion plans, we will
manufacture a line of high-end scented candles that will compliment our line of
home fragrance products.

Surrey is the successor to a venture begun in 1972 to market a
brush, mug, and line of shaving soap for men. Management began working to
perfect techniques for producing a milder bar soap for its shaving kits, and in
1979 began manufacturing its own soap products and expanding a new library of
soap formulations.

In the early nineties, Surrey entered the contract manufacturing
business and began producing specialty soap products for a variety of premier
brand consumer product companies and prestige accounts including Elizabeth
Arden, Walt Disney Co., Avon, Ann Taylor, Wal-Mart, and Walgreen's. In 1990,
Surrey acquired the assets of Simmer Scents, a line of potpourri home fragrances
and began moving into the major craft chains.

Surrey markets its products, both directly and through
manufacturers' representatives, to a large variety of retail establishments. We
also manufacture, on a contract basis, for a variety of private-label customers.
The Company's total sales and revenue mix for 1997 were approximately equally
divided among:

* contract manufacturing products,

* potpourri and craft products and

* retail soaps and shaving products.

In 1998, we anticipate the total sales and revenue mix will be
comparable to that of 1997.

RECENT DEVELOPMENTS

Surrey recently received a major purchase order commitment for its
high quality transparent glycerin and specialty soap products from Bath & Body
Works, a wholly owned subsidiary of The Limited, Inc., a New York Stock Exchange
company. Management believes that revenues from such commitment will approximate
$6 million. The commitment represents the single largest order received by the
Company in its history. The letter of commitment calls for Surrey to deliver to
Bath & Body Works ordered products beginning in January 1999 and continuing
throughout 1999.

The letter of commitment is a letter of intent and Bath & Body Works
and Surrey are working toward a more formal arrangement. The letter of
commitment is for one year; however, individual purchase orders may be cancelled
upon 30 days notice. Bath & Body Works has no commitment to place any order with
Surrey after the end of 1999. We cannot assure you that Bath & Body Works will
order the entire amount expected for 1999 or will order more product from Surrey
after 1999. If Bath & Body Works does not order more products from Surrey after
1999, such loss of revenue will have a material adverse effect on Surrey. We
cannot assure you that Bath & body Works will not cancel such letter of
commitment. Bath & Body Works is a major retailer of bathroom and bedroom
accessories, and operates over 1,100 stores nationwide.

The new letter of commitment from Bath & Body Works will require
Surrey to lease six additional machines: three high speed wrapping machines and
three poured soap lines. We are currently in the process of obtaining such
equipment. We currently estimate that the additional machines needed to fulfill
our requirements under the new letter of commitment will cost approximately
$1,000,000. We have entered into negotiations with Keycorp Leasing, a division
of Key Corporate Capital, Inc. ("KCCI") to finance such additional equipment.
Our current operating lease with KCCI provides for $1,500,000 lease line of
credit to finance equipment. The Company anticipates using approximately
$500,000 of the available balance on this lease line of credit to finance such
additional equipment. We currently estimate that we will need to expand our
lease line of credit by approximately $500,000 to $2,000,000 in total. We cannot
assure you that we will be successful in obtaining such additional financing.

In addition, we currently anticipate that we will need to expand our
warehousing facilities by 14,000 square feet and our soap curing area by 5,000
square feet to fulfill the Bath & Body Works letter of commitment. We have begun
negotiations with Chase Bank of Texas, National Association ("Lender") to
increase our existing construction/term loan by approximately $500,000 to
finance such expansion. The principal amount of such loan is currently
$2,300,000. We have also begun negotiations with our Lender to increase our
revolving line from $1,000,000 to $2,000,000 to finance inventory and other
working capital needs relating to the Bath & Body Works letter of commitment. We
cannot assure you that we will be successful in obtaining such additional
financing from our Lender. If we are unable to obtain additional financing, we
may not be able to adequately perform under the Bath & Body Works letter of
commitment.

We recently completed an expansion of our manufacturing, warehousing
and office facilities by adding approximately 39,100 square feet bringing the
total size of our facilities to 77,100 square feet. The cost of constructing the
facilities was approximately $1,100,000. We can give you no assurance that we
will be able to manage our expanded facility efficiently.

USE OF PROCEEDS

Assuming all the Warrant holders exercise their Warrants to purchase
an aggregate of 675,000 shares of Common Stock, the estimated proceeds received
by us will be $3,240,000 before any expenses. The Warrant holders have no
obligation to exercise any of the Warrants. We cannot assure you that any of the
Warrants will be exercised. Therefore, we cannot predict when or whether we will
receive any of the proceeds of this offering. We currently intend to use the
proceeds of this offering to repay our current debt, to finance product
development, or for general working capital purposes.

Depending on the timing of receipt of the proceeds and the business
climate, we may use the proceeds from this offering for purposes different than
we stated above. We may not update you regarding any changes in our intentions
regarding the prospective proceeds of this offering.

PLAN OF DISTRIBUTION

Any or all of the Warrants may be exercised at various times by the
Warrant holder signing the exercise form attached to the Warrant Agreement and
paying to us $4.80 per share of Common Stock being purchased. We have no selling
arrangements with any underwriters, brokers, agents or other persons in relation
to the sale of these shares of Common Stock.

Surrey has agreed, under certain circumstances, to use our best
efforts to keep the registration statement of which this prospectus forms a
part, effective until the earlier of (i) December 9, 2002, (ii) the time at
which all shares offered have been sold to the Warrant holders or (iii) the time
we redeem all the Warrants pursuant to the terms of the Warrant Agreement. We
may also redeem the Warrants under certain circumstances. We incorporate by
reference into this prospectus the terms of the Warrant Agreement.

LEGAL MATTERS

Certain matters with respect to the legality of the issuance and
sale of these shares of Common Stock will be passed upon by Mackall, Crounse &
Moore, PLC, Minneapolis, Minnesota. G. Thomas MacIntosh II, a director of
Surrey, is a member of Mackall, Crounse & Moore, PLC.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our financial
statements included in our Annual Report on Form 10-KSB for the year ended
December 31, 1997, as set for in their report, which is incorporated in this
prospectus by reference. Our financial statements are incorporated by reference
in reliance on their report, given on their authority as experts in accounting
and auditing.

PART II

INFORMATION NOT REQUIRED
IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The table below sets forth the estimated expenses (except the SEC registration
fee, which is an actual expense) in connection with the offer and sale of the
shares of Common Stock of the registrant covered by this registration statement.

SEC registration fee................................... $ 0
Legal fees and expenses ............................. 8,000
Accounting fees and expenses........................... 3,000
Miscellaneous expenses................................. 1,000
-----

Total............................................. $ 12,000
=========

All of the above fees are being paid by the Company.

Item 15. Indemnification of Directors and Officers.

Article 2.02-1 of the Texas Business Corporation Act provides that
the Company may indemnify a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding because the person is or was a
director or officer only if it is determined in accordance with such article
that the person: (1) conducted himself in good faith; (2) reasonably believed:
(a) in the case of conduct in his official capacity, that his conduct was in the
corporation's best interests; and (b) in all other cases, that his conduct was
at least not opposed to the corporation's best interests; and (3) in the case of
any criminal proceeding, has no reasonable cause to believe his conduct was
unlawful.

Except to the extent permitted by such article, a director or
officer may not be indemnified under this article in respect of a proceeding:
(1) in which the person is found liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an action
taken in the person's official capacity; or (2) in which the person is found
liable to the corporation.

A person may be indemnified under such article against judgments,
penalties (including excise and similar taxes), fines, settlements, and
reasonable expenses actually incurred by the person in connection with the
proceeding; but if the person is found liable to the corporation or is found
liable on the basis that personal benefit was improperly received by the person,
the indemnification (1) is limited to reasonable expenses actually incurred by
the person in connection with the proceeding and (2) shall not be made in
respect of any proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
corporation.

A determination of indemnification under such article must be made:
(1) by a majority vote of a quorum consisting of directors who at the time of
the vote are not named defendants or respondents in the proceeding; (2) if such
a quorum cannot be obtained, by a majority vote of a committee of the board of
directors, designated to act in the matter by a majority vote of all directors,
consisting solely of two or

more directors who at the time of the vote are not named defendants or
respondents in the proceeding; (3) by special legal counsel selected by the
board of directors or a committee of the board by vote as set forth above in (1)
or (2) or, if such a quorum cannot be obtained and such a committee cannot be
established, by a majority vote of all directors; and (4) by the shareholders in
a vote that excludes the shares held by directors who are named defendants or
respondents in the proceeding.

Authorization of indemnification and determination as to
reasonableness of expenses must be made in the same manner as the determination
that indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel, authorization
of indemnification and determination as to reasonableness of expenses must be
made in the manner specified by Subsection (3) above for the selection of
special legal counsel. A provision contained in the articles of incorporation,
the bylaws, a resolution of shareholders or directors, or an agreement that
makes mandatory the indemnification permitted under this article shall be deemed
to constitute authorization of indemnification in the manner required by this
section even though such provision may not have been adopted or authorized in
the same manner as the determination that indemnification is permissible.

A corporation shall indemnify a director or officer against
reasonable expenses incurred by him in connection with a proceeding in which he
is a named defendant or respondent because he is or was a director or officer if
he has been wholly successful, on the merits or otherwise, in the defense of the
proceeding.

A corporation may purchase and maintain insurance or another
arrangement on behalf of any person who is or was a director, officer, employee,
or agent of the corporation or who is or was serving at the request of the
corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, against any liability asserted against him
and incurred by him in such a capacity or arising out of his status as such a
person, whether or not the corporation would have the power to indemnify him
against that liability under this article. Without limiting the power of the
corporation to procure or maintain any kind of insurance or other arrangement, a
corporation may, for the benefit of persons indemnified by the corporation, (1)
create a trust fund; (2) establish any form of self-insurance; (3) secure its
indemnity obligation by grant of a security interest or other lien on the assets
of the corporation; or (4) establish a letter of credit, guaranty, or surety
arrangements. The insurance or other arrangement may be procured, maintained, or
established within the corporation or with any insurer or other person deemed
appropriate by the board of directors regardless of whether all or part of the
stock or other securities of the insurer or other person are owned in whole or
part by the corporation. In the absence of fraud, the judgment of the board of
directors as to the terms and conditions of the insurance or other arrangement
and the identity of the insurer or other persons participating in an arrangement
shall be conclusive and the insurance or arrangement shall not be voidable and
shall not subject the directors approving the insurance or arrangement to
liability, on any ground, regardless of whether directors participating in the
approval are beneficiaries of the insurance or arrangement.

The articles of incorporation of a corporation may restrict the
circumstances under which the corporation is required or permitted to indemnify
a person under such article.

Provisions regarding indemnification of officers and directors of
the Company are contained in Article XI of the Company's Articles of
Incorporation, as amended (Exhibit 3.1 to the registration statement on Form
SB-2 filed with the SEC on November 16, 1997), and Article VIII of the Company's
Amended and Restated Bylaws (Exhibit 3.2 to the registration statement on Form
SB-2 filed with the SEC on November 16, 1997), each of which are incorporated
herein by reference.

Item 16. Exhibits.

Number Description
- ------ -----------

*4.2 Revised Form of Warrant Agreement and Warrant Certificate

*5 Opinion of Mackall, Crounse & Moore, PLC

23.1 Consent of Ernst & Young LLP, independent auditors

23.2 Consent of Mackall, Crounse & Moore, PLC

*24 Powers of Attorney (included on page II-5 of Registration
Statement referenced below)

+27 Financial Data Schedule

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

*Filed as an exhibit to Surrey's Registration Statement on Form SB-2 (No
333-35757) on September 16, 1997.

+Filed as an exhibit to Surrey's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997, Surrey's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1998, Surrey's Quarterly Report on Form 10-QSB
for the fiscal quarter ended June 30, 1998 and Surrey's Quarterly Report on Form
10-QSB for the fiscal quarter ended September 30, 1998;

Item 17. 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:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(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;

(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 (a)(1)(i) and (a)(1)(ii) do not apply,
as the registration statement is on Form S-3, if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
registrant 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
therein, 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.

(b) The undersigned registrant hereby undertakes that, for the 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 Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the 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 provisions described under Item
15 above, 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that, as of
December 4, 1998, it will meet all of the requirements for filing on Form S-3,
and the registrant has duly caused this Post-Effective Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Leander, State of Texas on December 1, 1998.

SURREY, INC.

By:/s/ John B. van der Hagen
----------------------------------------
John B. van der Hagen
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the registration statement has been signed on
December 1, 1998, by the following persons in the capacities indicated.

Signature Title
--------- -----

/s/ John B. van der Hagen Chairman of the Board of Directors and Chief
- ------------------------------- Executive Officer
John B. van der Hagen

* President and Director
- -------------------------------
Martin van der Hagen

* Secretary and Director
- -------------------------------
Mary van der Hagen

* Director
- -------------------------------
Bruce A. Masucci

* Director
- -------------------------------
G. Thomas MacIntosh II

/s/ Mark J. van der Hagen Vice President - Finance and Treasurer
- -------------------------------
Mark J. van der Hagen

The original power of attorney authorizing John van der Hagen to sign and file
amendments (including post-effective amendments) to the registration statement
on behalf of the registrant and the directors and officers of Surrey, Inc. was
filed with the Securities and Exchange Commission as part of the Registration
Statement on Form SB-2.

*By: /s/ John B. van der Hagen
---------------------------------------
John van der Hagen
Attorney-in-Fact

INDEX TO EXHIBITS

Exhibit
Number Description
- ------ -----------

*4.2 Revised Form of Warrant Agreement and Warrant Certificate

*5 Opinion of Mackall, Crounse & Moore, PLC

23.1 Consent of Ernst & Young LLP, independent auditors

23.2 Consent of Mackall, Crounse & Moore, PLC

*24 Powers of Attorney (included on page II-5 of Registration
Statement referenced below)

+27 Financial Data Schedule

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

*Filed as an exhibit to Surrey's Registration Statement on Form SB-2 (No
333-35757) on September 16, 1997.