As filed with the Securities and Exchange Commission on August 30, 1996

                                                       Registration No. 33-61193



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1
                                  TO FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              -------------------


                                E&B MARINE INC.
               (Exact name of issuer as specified in its charter)

          Delaware                                         22-2430891
 (State or other jurisdiction                          (I.R.S. employer
of incorporation or organization)                   identification number)

                                201 Meadow Road
                            Edison, New Jersey 08818
                    (Address of principal executive offices)   (Zip Code)

                                E&B MARINE INC.
                  AMENDED AND RESTATED 1983 STOCK OPTION PLAN
                            (Full title of the plan)

                               Randolph K. Repass
                             Chairman of the Board
                                E&B Marine Inc.
            500 Westridge Drive, Watsonville, California  95076-4100
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (408) 728-2700


                                    Copy to:
                             Richard V. Smith, Esq.
                         Orrick, Herrington & Sutcliffe
                       Old Federal Reserve Bank Building
                               400 Sansome Street
                        San Francisco, California  94111

 
                               Other Information


The registrant hereby withdraws this registration statement and removes from
registration any unsold securities registered hereunder.


                                   Signatures


THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Watsonville, State of California on the 30th day of
August, 1996.

E&B Marine Inc.
 (Registrant)


        /s/Crawford L. Cole
- ------------------------------------
        Crawford L. Cole
President and Chief Executive Officer