AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997

REGISTRATION NO. 333-35239
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CARING PRODUCTS INTERNATIONAL, INC.

(Name of small business issuer in its charter)
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DELAWARE 2399 98-0134875
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)

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200 FIRST AVENUE WEST, SUITE 200, SEATTLE, WASHINGTON 98119, (206) 282-6040

(Address and telephone number of principal executive offices and principal place
of business)
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SUSAN A. SCHRETER
CARING PRODUCTS INTERNATIONAL, INC.
200 FIRST AVENUE WEST, SUITE 200
SEATTLE, WASHINGTON 98119
(206) 282-6040

(Name, address and telephone number of agent for service)
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COPIES OF ALL CORRESPONDENCE TO:

STEVEN A. SAIDE, ESQ. DEBRA K. WEINER, ESQ.
BRYAN CAVE LLP GROVER T. WICKERSHAM, P.C.
245 PARK AVENUE 430 CAMBRIDGE AVENUE, SUITE 100
NEW YORK, NEW YORK 10167 PALO ALTO, CALIFORNIA 94306

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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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. / /
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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. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
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, please check the following box. /X/
CALCULATION OF REGISTRATION FEE

PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) (1) FEE

Units (2) each consisting of:............................... 2,300,000 $6.00 $13,800,000 $4,182
(i) one share of Common Stock, par value $0.01 per share
(the "Common Stock"); and.............................. 2,300,000 -- -- --
(ii) one Warrant to purchase one share of Common Stock...... 2,300,000 -- -- --
Representatives' Warrants (3)............................... 200,000 -0- -0- -0-
Units issuable upon exercise of the Representatives'
Warrants, each consisting of:............................. 200,000 $7.20 $1,440,000 $437
(i) one share of Common Stock; and......................... 200,000 -- -- --
(ii) one Warrant to purchase one share of Common Stock...... 200,000 -- -- --
Common Stock issuable upon exercise of Warrants, including
Warrants underlying Representatives' Warrants (4)......... 2,500,000 $9.00 $22,500,000 $6,819
Totals...................................................... $37,740,000 $11,438(5)

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933, as
amended.

(2) Includes 300,000 Units that Paulson Investment Company, Inc. and Cohig &
Associates, Inc., the representatives of the several underwriters (the
"Representatives"), have the right to purchase to cover over-allotments, if
any.

(3) In connection with the sale of the Units, the Registrant is granting to the
Representatives warrants to purchase 200,000 Units (the "Representatives'
Warrants").

(4) Pursuant to Rule 416, there are also being registered such additional shares
of Common Stock as may be issuable pursuant to the anti-dilution provisions
of the Warrants and the Representatives' Warrants.

(5) Reflects a fee increase of $2,859.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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PART II

ITEM 27. EXHIBITS

1.1(5) Form of Underwriting Agreement

3.1(3) Restated Certificate of Incorporation

3.1.1(4) Certificate of Amendment of Restated Certificate of Incorporation

3.1.2(5) Certificate of Amendment of Restated Certificate of Incorporation

3.1.3(2) Certificate of Amendment of Restated Certificate of Incorporation

3.2(3) By-laws, as currently in effect

4.1(3) Specimen Common Stock Certificate

4.1.1(2) Specimen Common Stock Certificate

4.2(4) Form of Warrants to Purchase Shares of the Registrant, including
registration rights

4.3(4) Agreement, dated October 1994, between Project 93 Management, Ltd.
and the Registrant pertaining to registration rights of certain
selling stockholders(6)

4.4(5) Warrant to Purchase Common Shares of the Registrant issued to H.J.
Forest Products Inc. dated May 12, 1997

4.5(5) Form of Representatives' Warrants

4.6(5) Form of Warrant Agreement between the Registrant and The Bank of Nova
Scotia Trust Company of New York, as warrant agent

4.7(2) Form of Warrant Certificate

4.8(2) Form of Lockup Agreement

4.9(1) Form of Unit Certificate

5.1(2) Opinion of Bryan Cave LLP as to the legality of the securities being
registered

10.1(7) Restated and Amended Employment Agreement between the Registrant and
William H.W. Atkinson dated as of March 13, 1996

10.2(7) Restated and Amended Employment Agreement between Susan A. Schreter
and the Registrant dated as of March 13, 1996

10.3(3) Supply Agreement between the Registrant and Merfin Hygienic Products,
dated August 30, 1993

10.4(3) Assignment by Prakash Banga to the Registrant, dated January 5, 1994

10.5(3) 1993 Incentive Program and accompanying form of Stock Option
Agreement(8)

10.6(3) Lease Agreement between the Registrant and First Avenue West Building
L.L.C., dated May 15, 1995 for the premises located at 200 First
Avenue West, Seattle, Washington

10.7(3) Lease Agreement between the Registrant and Holly Enterprises Ltd. for
the premises located at 5850 Byrne Road, Burnaby, British Columbia,
dated August 18, 1994

10.8(3) Form of short-term Promissory Note between the Registrant and certain
private placement investors, dated April 28, 1995(9)

10.9(4) Manufacturing Agreement between the Registrant and Le Genereux
Clothing Co., Ltd., dated November 3, 1994

10.10(4) Share Purchase Warrant Indenture dated October 5, 1995 between the
Registrant and Montreal Trust Company of Canada

10.11(4) Revolving Line of Credit Agreement and Promissory Note dated October
5, 1995 between the Registrant and Seattle-First National Bank

II-1

10.12(10) 1996 Incentive Program (8)

10.13(5) Amendment No. 1 to the Registrant's 1996 Incentive Program (8)

10.14(5) Stock Option Agreement between the Registrant and William H.W.
Atkinson (8)

10.15(5) Stock Option Agreement between the Registrant and Susan A. Schreter
(8)

10.16(5) Security Agreement between the Registrant and H.J. Forest Products
Inc., dated April 9, 1997

10.17(5) Agreement between the Registrant and Medline Industries, Inc. dated
September 5, 1996

10.18(2) Letter Agreement among The Toronto-Dominion Bank, Bradstone Equity
Partners, Inc. and the Registrant dated September 5, 1997

10.19(5) Agreement between the Registrant and Bradstone Equity Partners, Inc.
dated September 2, 1997

10.20(2) Promissory Note dated October 23, 1997 between the Registrant and
Paulson Investment Company, Inc.

21.1(5) List of Subsidiaries

23.1(2) Consent of KPMG Peat Marwick LLP (see page II-8 of Amendment No. 1 to
the Registration Statement)

23.2(2) Consent of KPMG, Chartered Accountants (see page II-9 of Amendment
No. 1 to the Registration Statement)

23.3(2) Consent of Bryan Cave LLP (contained in their opinion; see Exhibit
5.1)

24.1(5) Power of Attorney

99.1(2) United States Patent, Patent Number 5,360,422, issued to the
Registrant on November 1, 1994

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(1) Filed herewith.

(2) Filed as an exhibit to Amendment No. 1 to the Registration Statement on
Form SB-2 File No. 333-35239 filed with the Commission on October 29, 1997.

(3) Filed as an exhibit to the Registration Statement on Form SB-2, File No.
33-96882-LA (the "Prior Registration Statement"), filed with the Commission
on September 12, 1995.

(4) Filed as an exhibit to Amendment No. 1 to the Prior Registration Statement,
filed with the Commission on March 20, 1996.

(5) Filed as an exhibit to the originally filed Registration Statement on Form
SB-2 File No. 333-35239, filed with the Commission on September 9, 1997.

(6) A schedule of the specific investors who received these Warrants is
attached as an appendix to this exhibit.

(7) Filed as an exhibit to Amendment No. 3 to the Prior Registration Statement,
filed with the Commission on November 12, 1996.

(8) Managerial contract or compensatory plan or arrangement in which the
Company's directors and officers participate.

(9) A schedule of investors and the amounts of their respective notes is
attached to this exhibit. These notes have been repaid by the Registrant
and have therefore been canceled.

(10) Filed as an exhibit to the Registrant's Form 10-KSB for the fiscal year
ended March 31, 1997, filed with the Commission on July 15, 1997.

II-2

SIGNATURES

In accordance with 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 SB-2 and has duly caused this Amendment
No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Burnaby, British
Columbia, Canada, on November 7, 1997.

CARING PRODUCTS INTERNATIONAL, INC.

BY: /S/ WILLIAM H.W. ATKINSON
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William H.W. Atkinson
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:

SIGNATURE TITLE DATE
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Chairman of the Board,
Chief Executive Officer
/s/ WILLIAM H.W. ATKINSON and Chief Financial
- ------------------------------ Officer (Principal November 7, 1997
William H.W. Atkinson Executive Officer and
Principal Financial and
Accounting Officer)

*
- ------------------------------ President, Chief Operating November 7, 1997
Susan A. Schreter Officer and Director

*
- ------------------------------ Director November 7, 1997
Anthony A. Cetrone

*
- ------------------------------ Director November 7, 1997
Michael M. Fleming

*
- ------------------------------ Director November 7, 1997
Paul Stanton

*
- ------------------------------ Director November 7, 1997
Herbert Sohn

*By: /s/ WILLIAM H.W.
ATKINSON
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WILLIAM H.W. ATKINSON, AS
ATTORNEY-IN-FACT

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* The power of attorney authorizing William H.W. Atkinson and Susan A.
Schreter, and each of them singly, to sign this Amendment No. 2 to the
Registration Statement, on behalf of the above named directors and officers,
has previously been filed with the Securities and Exchange Commission as
part of the Registration Statement.

II-3

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
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