sec document

As filed with the Securities and Exchange Commission on March 28, 2006

Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------

The Quigley Corporation
-----------------------
(Exact Name of Registrant as Specified in Its Charter)

NEVADA 23-2577138
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

Kells Building
621 Shady Retreat Road
Doylestown, Pennsylvania 18901
(215) 345-0919
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(Address Principal Executive Offices) (Zip Code)

1997 Stock Option Plan
-----------------------
(Full Title of the Plan)

Guy J. Quigley
President and Chief Executive Officer
The Quigley Corporation
Kells Building
621 Shady Retreat Road
Doylestown, Pennsylvania 18901
------------------------------
(Name and Address of Agent For Service)

(215) 345-0919
--------------
Telephone Number, Including Area Code of Agent For Service.

Copy to:

Robert H. Friedman, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
Telephone: (212) 451-2300
Facsimile: (212) 451-2222

CALCULATION OF REGISTRATION FEE

========================================================================================================================
Proposed Proposed
Amount to be Maximum Maximum
Registered Offering Price Aggregate Offering Amount of
Title of Shares to be Registered (1)(2) Per Share (3) Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $.0005 par value 1,500,000 $8.53 $12,795,000.00 $1,369.07
per share
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TOTAL $1,369.07
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(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the
registration statement also covers such indeterminate additional
shares of common stock as may become issuable as a result of any
future anti-dilution adjustment in accordance with the terms of the
1997 Stock Option Plan (the "Plan").

(2) The number of shares available for the grant of options under the Plan
has been increased from 3,000,000 to 4,500,000.

(3) Pursuant to Rule 457 (h) of the Securities Act of 1933, as amended,
the offering price per share, solely for the purpose of calculating
the registration fee, is based on the average of the high and low
prices of the Registrant's common stock on the Nasdaq National Market
on March 23, 2006.

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EXPLANATORY NOTES

The Quigley Corporation (the "Company") has prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), to register shares of our common
stock, $0.0005 par value per share, issuable under our 1997 Stock Option Plan
(the "Plan"). A total of 1,500,000 shares of common stock of the Company were
registered by the Company on Form S-8 (No. 333-61313) which shares of common
stock are to be issued in connection with the Plan. On May 4, 2001, the
stockholders of the Company approved an amendment to the Plan to increase the
number of shares of Common Stock issuable under the Plan from 1,500,000 shares
to 3,000,000 shares. An additional 1,500,000 shares of common stock of the
Company were registered by the Company on Form S-8 (No. 333-73456) which shares
of common stock are to be issued in connection with the Plan. On June 28, 2005,
the stockholders of the Company approved an amendment to the Plan to increase
the number of shares of Common Stock issuable under the Plan from 3,000,000
shares to 4,500,000 shares.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

We will provide documents containing the information specified in Part
1 of Form S-8 to employees as specified by Rule 428(b)(1) under the Securities
Act. Pursuant to the instructions to Form S-8, we are not required to file these
documents either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.

PROSPECTUS

1,500,000 SHARES
THE QUIGLEY CORPORATION
COMMON STOCK. $0.0005 PAR VALUE PER SHARE

THE QUIGLEY CORPORATION

This prospectus relates to the reoffer and resale by certain selling
stockholders of shares of our common stock that have been or may be issued by us
to the selling stockholders upon the exercise of stock options granted under our
stock option plans or pursuant to other grants of stock options to employees,
consultants and non-employee directors. We have not previously registered the
offer and sale of the shares to the selling stockholders. This prospectus also
relates to certain underlying options that have not as of this date been
granted. If and when such options are granted to persons required to use the
prospectus to reoffer and resell the shares underlying such options, we will
distribute a prospectus supplement. The shares are being reoffered and resold
for the account of the selling stockholders. We will not receive any of the
proceeds from the resale of the shares.

The selling stockholders have advised us that the resale of their
shares may be effected from time to time in one or more transactions on the
Nasdaq National Market, in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution." We will bear all expenses in connection with the
preparation of this prospectus.

Our principal executive offices are located at the Kells Building, 621
Shady Retreat Road, Doylestown, Pennsylvania 18901. Our telephone number is
(215) 345-0919.

Our common stock is listed on the Nasdaq National Market under the
symbol "QGLY." The last reported sale price for our common stock on March 27,
2006 was $8.50 per share.

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THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 2.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

The date of this prospectus is March 28, 2006.

TABLE OF CONTENTS

PAGE
-----

Incorporation of Certain Documents by Reference........................................... 1
The Company............................................................................... 1
Risk Factors.............................................................................. 2
Special Note Regarding Forward Looking Statements.........................................11
Use of Proceeds...........................................................................11
Selling Stockholders......................................................................11
Plan of Distribution......................................................................13
Legal Matters.............................................................................14
Experts...................................................................................14
Where You Can Find Additional Information.................................................14
Disclosure of Commission Position on Indemnification for Securities Act Liabilities.......15

You should rely only on the information contained in this prospectus or
any accompanying supplemental prospectus and the information specifically
incorporated by reference. We have not authorized anyone to provide you with
different information or make any additional representations. This is not an
offer of these securities in any state or other jurisdiction where the offer is
not permitted. You should not assume that the information contained in or
incorporated by reference into this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of each of such
documents.

iii

INCORPORATION BY REFERENCE

The Securities and Exchange Commission (the "SEC") allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring to those documents.
The information we incorporate by reference is considered to be a part of this
prospectus and information that we file later with the SEC will automatically
update and replace this information. We incorporate by reference the documents
listed below and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended prior to
the termination of this offering:

(1) Our Annual Report on Form 10-K for the year ended December 31,
2005;

(2) Current Report on Form 8-K filed on February 27, 2006; and

(3) The description of our Common Stock, $.0005 par value, in our
registration statement on Form 8-A filed October 25, 1996.

You may request a copy of these filings (excluding the exhibits to such
filings which we have not specifically incorporated by reference in such
filings) at no cost, by writing or telephoning us at:

The Quigley Corporation
Kells Building
621 Shady Retreat Road
Doylestown, Pennsylvania 18901
Attention: Chief Financial Officer
Tel. (215) 345-0919

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information provided or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. The selling stockholders
will not make an offer of these shares in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
supplement is accurate as of any other date than the date on the front of those
documents.

THE COMPANY

The Quigley Corporation (the "Company" and herein referred to as "we",
"us" and "our") isa Nevada corporation which was organized on August 24, 1989
and commenced business operations in October 1989.

Headquartered in Doylestown, Pennsylvania, we are a leading
manufacturer, marketer and distributor of a diversified range of homeopathic and
health products which comprise the Cold Remedy, Health and Wellness and Contract
Manufacturing segments. The Company is also involved in the research and
development of potential prescription products that comprise the Ethical
Pharmaceutical segment.

Our business is the development, manufacture, sale and distribution of
over the counter (OTC) cold remedy products, proprietary health and wellness
products through our direct selling subsidiary and the research and development
of natural-source derived pharmaceuticals.

Cold-Eeze(R) is one of our key cold remedy OTC products whose benefits
are derived from our proprietary zinc formulation. The product's effectiveness
has been substantiated in two double-blind clinical studies proving that
Cold-Eeze(R) reduces the duration and severity of the common cold symptoms by
nearly half. The Cold Remedy segment, where Cold-Eeze(R) is represented, is
reviewed regularly to realize any new consumer opportunities in flavor,
convenience and packaging to help improve market share for the Cold-Eeze(R)
product. Additionally, we are constantly active in exploring and developing new
products consistent with our brand image and standard of proven consumer
benefit.

Effective October 1, 2004, we acquired substantially all of the assets
of JoEl, Inc., the previous manufacturer of the Cold-Eeze(R) lozenge product
assuring a future manufacturing capability necessary to support the business of
the Cold Remedy segment. This manufacturing entity, now called Quigley
Manufacturing Inc. ("QMI"), our wholly owned subsidiary, will continue to
produce lozenge product along with performing such operational tasks as
warehousing and shipping our Cold-Eeze(R) products. In addition, QMI produces a
variety of hard and organic candy for sale to third party customers in addition
to performing contract manufacturing activities for non-related entities.

Our Health and Wellness segment is operated through Darius
International Inc. ("Darius"), our wholly owned subsidiary, which was formed in
January 2000 to introduce new products to the marketplace through a network of
independent distributor representatives. Darius is a direct selling organization
specializing in proprietary nutritional and dietary supplement based health and
wellness products. The formation of Darius has provided us with diversification
in both the method of product distribution and the broader range of products
available to the marketplace, serving as a balance to the seasonal revenue
cycles of the Cold-Eeze(R) branded products.

In January 2001, we formed an Ethical Pharmaceutical segment, Quigley
Pharma Inc. ("Quigley Pharma"), that is under the direction of its Executive
Vice President and Chairman of its Medical Advisory Committee. Quigley Pharma
was formed for the purpose of developing naturally derived prescription drugs.
Quigley Pharma is currently undergoing research and development activity in
compliance with regulatory requirements. At this time, five patents have been
issued and assigned to us resulting from research activity of Quigley Pharma. In
certain instances where a critical mass of positive scientific data has been
established for compounds that we do not envision bringing to market, we may
decide to sell or license our technology.

Our mailing address is PO Box 1349, Doylestown, PA 18901. Our telephone
number is (215) 345-0919.

RISK FACTORS

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. THE
RISK FACTORS LISTED BELOW ARE THOSE THAT WE CONSIDER TO BE MATERIAL TO AN
INVESTMENT IN OUR COMMON STOCK AND THOSE WHICH, IF REALIZED, COULD HAVE MATERIAL
ADVERSE EFFECTS ON OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS AS
SPECIFICALLY DISCUSSED BELOW. IF SUCH AN ADVERSE EVENT OCCURS , THE TRADING

PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU COULD LOSE ALL OR PART OF YOUR
INVESTMENT. BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE OF
VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CAREFULLY CONSIDER
THESE RISK FACTORS, TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, BEFORE YOU DECIDE WHETHER TO
PURCHASE OUR COMMON STOCK. THIS SECTION INCLUDES OR REFERS TO CERTAIN
FORWARD-LOOKING STATEMENTS. YOU SHOULD REFER TO THE EXPLANATION OF THE
QUALIFICATIONS AND LIMITATIONS ON SUCH FORWARD-LOOKING STATEMENTS DISCUSSED ON
PAGE 11.

WE HAVE A HISTORY OF LOSSES AND LIMITED WORKING CAPITAL AND WE EXPECT
TO INCREASE OUR SPENDING.

We have experienced net losses for three of our past seven fiscal
years. Although we earned net income of approximately $3,217,000, $453,000 and
$675,000, respectively, in our most recent fiscal years ended December 31, 2005,
December 31, 2004 and 2003, we incurred net losses of $6,454,000, $5,196,000 and
$4,204,000, respectively, in the fiscal years ended December 31, 2002, December
31, 2000 and December 31, 1999. In the fiscal year ended December 31, 2001, we
earned net income of $216,000, but that amount included net settled litigation
payments paid to us of approximately $700,000 related to licensing fees. As of
December 31, 2005, we had working capital of approximately $20,682,000. Since we
continue to increase our spending on research and development in connection with
Quigley Pharma's product development, we are uncertain whether we will generate
sufficient revenues to meet expenses or to operate profitably in the future.

WE HOLD PATENTS WHICH WE MAY NOT BE ABLE TO DEVELOP INTO PHARMACEUTICAL
MEDICATIONS.

Our success depends in part on Quigley Pharma's ability to research and
develop prescription medications based on our patents which are:

o A Patent (No. 6,555,573 B2) entitled "Method and Composition
for the Topical Treatment of Diabetic Neuropathy." The patent
extends through March 27, 2021.

o A Patent (No. 6,592,896 B2) entitled "Medicinal Composition
and Method of Using It" (for Treatment of Sialorrhea and other
Disorders) for a product to relieve Sialorrhea (drooling) in
patients suffering from Amyotrophic Lateral Sclerosis (ALS),
otherwise known as Lou Gehrig's Disease. The patent extends
through August 6, 2021.

o A Patent (No. 6,596,313 B2) entitled "Nutritional Supplement
and Method of Using It" for a product to relieve Sialorrhea
(drooling) in patients suffering from Amyotrophic Lateral
Sclerosis (ALS), otherwise known as Lou Gehrig's Disease. The
patent extends through April 15, 2022.

o A Patent (No. 6,753,325 B2) entitled "Composition and Method
for Prevention, Reduction and Treatment of Radiation
Dermatitis," a composition for the preventing, reducing or
treating radiation dermatitis. The patent extends through
November 5, 2021.

o A Patent (No. 6,827,945 B2) entitled "Nutritional Supplement &
Methods of Using Same" for a naturally derived compound
developed for the treatment of arthritis and related
inflammatory disorders. The patent extends through August 22,
2023.

These potential new products are in the development stage and we cannot
give any assurances that we can develop commercially viable products from these
patent applications. Prior to any new product being ready for sale, we will have
to commit substantial resources for research, development, preclinical testing,
clinical trials, manufacturing scale-up and regulatory approval. We face
significant technological risks inherent in developing these products. We may
abandon some or all of our proposed new products before they become commercially
viable. Even if we develop and obtain approval of a new product, if we cannot
successfully commercialize it in a timely manner, our business and financial
condition may be materially adversely affected.

WE WILL NEED TO OBTAIN ADDITIONAL CAPITAL TO SUPPORT LONG-TERM PRODUCT
DEVELOPMENT AND COMMERCIALIZATION PROGRAMS.

Our ability to achieve and sustain operating profitability depends in
large part on our ability to commence, execute and complete clinical programs
for, and obtain additional regulatory approvals for, prescription medications
developed by Quigley Pharma, particularly in the U.S. and Europe. We cannot
assure you that we will ever obtain such approvals or achieve significant levels
of sales. Our current sales levels of Cold-Eeze(R) products and health and
wellness products may not generate all the funds we anticipate will be needed to
support our current plans for product development. We may need to obtain
additional financing to support our long-term product development and
commercialization programs. We may seek additional funds through public and
private stock offerings, arrangements with corporate partners, borrowings under
lines of credit or other sources.

The amount of capital we may need to complete product development of
Quigley Pharma's products will depend on many factors, including;

o the cost involved in applying for and obtaining FDA and
international regulatory approvals;

o whether we elect to establish partnering arrangements for
development, sales, manufacturing and marketing of such
products;

o the level of future sales of our Cold-Eeze(R) and health and
wellness products, expense levels for our international sales
and marketing efforts;

o whether we can establish and maintain strategic arrangements
for development, sales, manufacturing and marketing of our
products; and

o whether any or all of our outstanding options and warrants are
exercised and the timing and amount of these exercises.

Many of the foregoing factors are not within our control. If we need to
raise additional funds and such funds are not available on reasonable terms, we
may have to reduce our capital expenditures, scale back our development of new
products, reduce our workforce and out-license to others products or

technologies that we otherwise would seek to commercialize ourselves. Any
additional equity financing will be dilutive to stockholders, and any debt
financing, if available, may include restrictive covenants.

OUR CURRENT PRODUCTS AND POTENTIAL NEW PRODUCTS ARE SUBJECT TO
EXTENSIVE GOVERNMENTAL REGULATION.

Our business is regulated by various agencies of the states and
localities where our products are sold. Governmental regulations in foreign
countries where we plan to commence or expand sales may prevent or delay entry
into a market or prevent or delay the introduction, or require the
reformulation, of certain of our products. In addition, we cannot predict
whether new domestic or foreign legislation regulating our activities will be
enacted. Any new legislation could have a material adverse effect on our
business, financial condition and operations. Non-compliance with any applicable
requirements may subject us or the manufacturers of our products to sanctions,
including warning letters, fines, product recalls and seizures.

COLD REMEDY AND HEALTH AND WELLNESS PRODUCTS. The manufacturing,
processing, formulation, packaging, labeling and advertising of our cold remedy
and health and wellness products are subject to regulation by several federal
agencies, including:

o the FDA;

o the Federal Trade Commission ("FTC");

o the Consumer Product Safety Commission;

o the United States Department of Agriculture;

o the United States Postal Service;

o the United States Environmental Protection Agency; and

o the Occupational Safety and Health Administration.

In particular, the FDA regulates the safety, labeling and distribution
of dietary supplements, including vitamins, minerals and herbs, food additives,
food supplements, over-the-counter and prescription drugs and cosmetics. The FTC
also has overlapping jurisdiction with the FDA to regulate the promotion and
advertising of vitamins, over-the-counter drugs, cosmetics and foods. In
addition, our cold remedy products are homeopathic remedies which are regulated
by the Homeopathic Pharmacopoeia of the United States ("HPUS"). HPUS sets the
standards for source, composition and preparation of homeopathic remedies which
are officially recognized in the Federal Food, Drug and Cosmetics Act of 1938.

QUIGLEY PHARMA. The preclinical development, clinical trials, product
manufacturing and marketing of Quigley Pharma's potential new products are
subject to federal and state regulation in the United States and other
countries. Clinical trials and product marketing and manufacturing are subject
to the rigorous review and approval processes of the FDA and foreign regulatory
authorities. Obtaining FDA and other required regulatory approvals is lengthy

and expensive. Typically, obtaining regulatory approval for pharmaceutical
products requires substantial resources and takes several years. The length of
this process depends on the type, complexity and novelty of the product and the
nature of the disease or other indication to be treated. Preclinical studies
must comply with FDA regulations. Clinical trials must also comply with FDA
regulations and may require large numbers of test subjects, complex protocols
and possibly lengthy follow-up periods. Consequently, satisfaction of government
regulations may take several years, may cause delays in introducing potential
new products for considerable periods of time and may require imposing costly
procedures upon our activities. If we cannot obtain regulatory approval of new
products in a timely manner or at all we could be materially adversely affected.
Even if we obtain regulatory approval of new products, such approval may impose
limitations on the indicated uses for which the products may be marketed which
could also materially adversely affect our business, financial condition and
future operations.

OUR BUSINESS IS VERY COMPETITIVE AND INCREASED COMPETITION COULD HAVE A
SIGNIFICANT IMPACT ON OUR EARNINGS.

Both the non-prescription healthcare product and pharmaceutical
industries are highly competitive. Many of our competitors have substantially
greater capital resources, research and development staffs, facilities and
experience than we do. These and other entities may have or may develop new
technologies. These technologies may be used to develop products that compete
with ours.

We believe that our primary cold remedy product, Cold-Eeze(R), has a
competitive advantage over other cold remedy products because it has been
clinically proven to reduce the severity and duration of common cold symptoms.
We believe Darius has an advantage over its competitors because it directly
sells its proprietary health and wellness products through its extensive network
of independent distributors. Competition in Quigley Pharma's expected product
areas would most likely come from large pharmaceutical companies as well as
other companies, universities and research institutions, many of which have
resources far in excess of our resources.

The Company believes that its ability to compete depends on a number of
factors, including price, product quality, availability, reliability and name
recognition of its cold remedy, health and wellness products and Quigley
Pharma's ability to successfully develop and market prescription medications.
There can be no assurance that we will be able to compete successfully in the
future. If we are unable to compete, our earnings may be significantly impacted.

OUR FUTURE SUCCESS IS DEPENDENT ON THE CONTINUED SERVICES OF KEY
PERSONNEL INCLUDING OUR CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND CHIEF
EXECUTIVE OFFICER.

Our future success depends in large part on the continued service of
our key personnel. In particular, the loss of the services of Guy J. Quigley,
our Chairman of the Board, President and Chief Executive Officer could have a
material adverse effect on our operations. We have an employment agreement with
Mr. Quigley which expired on December 31, 2005. Our future success and growth
also depends on our ability to continue to attract, motivate and retain highly
qualified employees. If we are unable to attract, motivate and retain qualified
employees, our business and operations could be materially adversely affected.

OUR FUTURE SUCCESS DEPENDS ON THE CONTINUED EMPLOYMENT OF RICHARD A.
ROSENBLOOM, M.D., PH.D., WITH QUIGLEY PHARMA.

Quigley Pharma's potential new products are being developed through the
efforts of Dr. Rosenbloom. The loss of his services could have a material
adverse effect on our product development and future operations.

OUR FUTURE SUCCESS IS DEPENDENT ON THE CONTINUED ACCEPTANCE OF THE
DIRECT SELLING PHILOSOPHY, THE MAINTENANCE OF OUR NETWORK OF EXISTING
INDEPENDENT DISTRIBUTOR REPRESENTATIVES AND THE RECRUITMENT OF ADDITIONAL
SUCCESSFUL INDEPENDENT DISTRIBUTOR REPRESENTATIVES.

Darius markets and sells herbal vitamins and dietary supplements for
the human condition through its network of independent distributor
representatives. Its products are sold to independent distributor
representatives who either use the products for their own personal consumption
or resell them to consumers. The independent distributor representatives receive
compensation for sales achieved by means of a commission structure or
compensation plan on certain product sales of certain personnel within their
downstream independent distributor representative network. Since the independent
distributor representatives are not employees of Darius, they are under no
obligation to continue buying and selling Darius' products and the loss of key
high-level distributors could negatively impact our future growth and
profitability.

OUR FUTURE SUCCESS DEPENDS ON THE CONTINUED SALES OF OUR PRINCIPAL PRODUCT.

For the fiscal year ended December 31, 2005, our Cold-Eeze(R) products
represented approximately 55% of our total sales. While we have diversified into
health and wellness products, our line of Cold-Eeze(R) products continues to be
a major part of our business. Accordingly, we have to depend on the continued
acceptance of Cold-Eeze(R) products by our customers. However, there can be no
assurance that our Cold-Eeze(R) products will continue to receive market
acceptance. The inability to successfully commercialize Cold-Eeze(R) in the
future, for any reason, would have a material adverse effect on our financial
condition, prospects and ability to continue operations.

WE HAVE A CONCENTRATION OF SALES TO AND ACCOUNTS RECEIVABLE FROM
SEVERAL LARGE CUSTOMERS.

Although we have a broad range of customers that includes many large
wholesalers, mass merchandisers and multiple outlet pharmacy chains, our five
largest customers account for a significant percentage of our sales. These five
customers accounted for 29% of total sales for the fiscal year ended December
31, 2005 and 29% of total sales for the fiscal year ended December 31, 2004. In
addition, customers comprising the five largest accounts receivable balances
represented 47% and 48% of total accounts receivable balances at December 31,
2005 and 2004, respectively. We extend credit to our customers based upon an
evaluation of their financial condition and credit history, and we do not
generally require collateral. If one or more of these large customers cannot pay
us, the write-off of their accounts receivable would have a material adverse
effect on our operations and financial condition. The loss of sales to any one
or more of these large customers would also have a material adverse effect on
our operations and financial condition.

WE ARE DEPENDENT ON THIRD-PARTY MANUFACTURERS AND SUPPLIERS FOR OUR
HEALTH AND WELLNESS PRODUCTS AND THIRD-PARTY SUPPLIERS FOR CERTAIN OF OUR COLD
REMEDY PRODUCTS.

We do not manufacture any of our Health and Wellness products, nor do
we manufacture any of the ingredients in these products. In addition, we
purchase all active ingredients that are raw materials used in connection with
our Cold-Eeze(R) product from a single unaffiliated supplier. Should any of
these relationships terminate, we believe that the contingency plans which we
have formulated would prevent a termination from materially affecting our
operations. However, if any of these relationship is terminated, there may be
delays in production of our products until an acceptable replacement facility is
located. We continue to look for safe and reliable multiple-location sources for
products and raw materials so that we can continue to obtain products and raw
materials in the event of a disruption in our business relationship with any
single manufacturer or supplier. While we have identified secondary sources for
some of our products and raw materials, our inability to find other sources for
some of our other products and raw materials may have a material adverse effect
on our operations. In addition, the terms on which manufacturers and suppliers
will make products and raw materials available to us could have a material
effect on our success.

WE ARE UNCERTAIN AS TO WHETHER WE CAN PROTECT OUR PROPRIETARY RIGHTS.

The strength of our patent position may be important to our long-term
success. We currently own five patents in connection with products that are
being developed by Quigley Pharma. In addition, we have been granted an
exclusive agreement for worldwide representation, manufacturing, marketing and
distribution rights to a zinc/gluconate/glycine lozenge formulation. That
formulation has been patented in the United States, Germany, France, Italy,
Sweden, Canada and Great Britain and a patent is pending in Japan. However, this
patent in the United States expired in August 2004 and expired in June 2005 in
all countries except Japan.

There can be no assurance that these patents and our exclusive license
will effectively protect our products from duplication by others. In addition,
we may not be able to afford the expense of any litigation which may be
necessary to enforce our rights under any of our patents. Although we believe
that our current and future products do not and will not infringe upon the
patents or violate the proprietary rights of others, if any of our current or
future products do infringe upon the patents or proprietary rights of others, we
may have to modify our products or obtain an additional license for the
manufacture and/or sale of such products. We could also be prohibited from
selling the infringing products. If we are found to infringe on the proprietary
rights of others, we are uncertain whether we will be able to take corrective
actions in a timely manner, upon acceptable terms and conditions, or at all, and
the failure to do so could have a material adverse effect upon our business,
financial condition and operations.

We also use non-disclosure agreements with our employees, suppliers,
consultants and customers to establish and protect the ideas, concepts and
documentation of our confidential non-patented and non-copyright protected
proprietary technology and know-how. However, these methods may not afford
complete protection. There can be no assurance that third parties will not
obtain access to or independently develop our technologies, know-how, ideas,
concepts and documentation, which could have a material adverse effect on our
financial condition.

THE SALES OF OUR PRIMARY PRODUCT FLUCTUATES BY SEASON.

A significant portion of our business is highly seasonal, which causes
major variations in operating results from quarter to quarter. The third and
fourth quarters generally represent the largest sales volume for our cold remedy

products. There can be no assurance that we will be able to manage our working
capital needs and our inventory to meet the fluctuating demand for our products.
Failure to accurately predict and respond to consumer demand may cause us to
produce excess inventory. Conversely, if products achieve greater success than
anticipated for any given quarter, we may not have sufficient inventory to meet
customer demand.

OUR EXISTING PRODUCTS AND OUR NEW PRODUCTS UNDER DEVELOPMENT EXPOSE US
TO POTENTIAL PRODUCT LIABILITY CLAIMS.

Our business exposes us to an inherent risk of potential product
liability claims, including claims for serious bodily injury or death caused by
the sales of our existing products and the clinical trials of our products which
are being developed. These claims could lead to substantial damage awards. We
currently maintain product liability insurance in the amount of, and with a
maximum payout of, $15 million. A successful claim brought against us in excess
of, or outside of, our insurance coverage could have a material adverse effect
on our results of operations and financial condition. Claims against us,
regardless of their merit or eventual outcome, may also have a material adverse
effect on the consumer demand for our products.

WE ARE INVOLVED IN LAWSUITS REGARDING CLAIMS RELATING TO CERTAIN OF OUR
COLD-EEZE(R) PRODUCTS.

We are, from time to time, subject to various legal proceedings and
claims, either asserted or unasserted. Any such claims whether with or without
merit, could be time-consuming and expensive to defend and could divert
management's attention and resources. While management believes we have adequate
insurance coverage and, if applicable, accrued loss contingencies for all known
matters, we cannot assure that the outcome of all current or future litigation
will not have a material adverse effect on us.

A SUBSTANTIAL AMOUNT OF OUR OUTSTANDING COMMON STOCK IS OWNED BY OUR
CHAIRMAN OF THE BOARD AND PRESIDENT AND OUR EXECUTIVE OFFICERS AND DIRECTORS AS
A GROUP CAN SIGNIFICANTLY INFLUENCE ALL MATTERS VOTED ON BY OUR STOCKHOLDERS.

Guy J. Quigley, our Chairman of the Board, President and Chief
Executive Officer, through his beneficial ownership, has the power to vote
approximately 33.2% of our common stock. Mr. Quigley and our other executive
officers and directors collectively beneficially own approximately 48.7% of our
common stock. These individuals have significant influence over the outcome of
all matters submitted to stockholders for approval, including election of
directors. Consequently, they exercise substantial control over all of our major
decisions which could prevent a change of control of us.

OUR STOCK PRICE IS VOLATILE.

The market price of our common stock has experienced significant
volatility. From January 1, 2002 to March 10, 2006, our per share bid price has
ranged from a low of approximately $2.03 to a high of approximately $16.94.
There are several factors which could affect the price of our common stock, some
of which are announcements of technological innovations for new commercial
products by us or our competitors, developments concerning propriety rights, new
or revised governmental regulation or general conditions in the market for our
products. Sales of a substantial number of shares by existing stockholders could
also have an adverse effect on the market price of our common stock.

FUTURE SALES OF SHARES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD
ADVERSELY AFFECT THE TRADING PRICE OF SHARES OF OUR COMMON STOCK AND OUR ABILITY
TO RAISE FUNDS IN NEW STOCK OFFERINGS.

Future sales of substantial amounts of shares of our common stock in
the public market, or the perception that such sales are likely to occur, could
affect prevailing trading prices of our common stock and, as a result, the value
of the notes. As of March 10, 2006, we had 11,678,478 shares of common stock
outstanding.

We also have outstanding options to purchase an aggregate of 3,068,750
shares of common stock at an average exercise price of $7.58 per share and
outstanding warrants to purchase an aggregate of 1,555,000 shares of common
stock at an exercise price of $4.76 per warrant. If the holders of these shares,
options or warrants were to attempt to sell a substantial amount of their
holdings at once, the market price of our common stock would likely decline.
Moreover, the perceived risk of this potential dilution could cause stockholders
to attempt to sell their shares and investors to "short" the stock, a practice
in which an investor sells shares that he or she does not own at prevailing
market prices, hoping to purchase shares later at a lower price to cover the
sale. As each of these events would cause the number of shares of our common
stock being offered for sale to increase, the common stock's market price would
likely further decline. All of these events could combine to make it very
difficult for us to sell equity or equity-related securities in the future at a
time and price that we deem appropriate.

WE DO NOT INTEND TO PAY CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid cash dividends on our common stock since our
inception. We currently intend to retain earnings, if any, for use in our
business and do not anticipate paying any cash dividends to our stockholders in
the foreseeable future.

OUR ARTICLES OF INCORPORATION AND BY-LAWS CONTAIN CERTAIN PROVISIONS
THAT MAY BE BARRIERS TO A TAKEOVER.

Our Articles of Incorporation and By-laws contain certain provisions
which may deter, discourage, or make it difficult to assume control of us by
another corporation or person through a tender offer, merger, proxy contest or
similar transaction or series of transactions. These provisions may deter a
future tender offer or other takeover attempt. Some stockholders may believe
such an offer to be in their best interest because it may include a premium over
the market price of our common stock at the time. In addition, these provisions
may assist our current management in retaining its position and place it in a
better position to resist changes which some stockholders may want to make if
dissatisfied with the conduct of our business.

WE HAVE AGREED TO INDEMNIFY OUR OFFICERS AND DIRECTORS FROM LIABILITY.

Sections 78.7502 and 78.751 of the Nevada General Corporation Law allow
us to indemnify any person who is or was made a party to, or is or was
threatened to be made a party to, any pending, completed, or threatened action,
suit or proceeding because he or she is or was a director, officer, employee or
agent of ours or is or was serving at our request as a director, officer,
employee or agent of any corporation, partnership, joint venture, trust or other
enterprise. These provisions permit us to advance expenses to an indemnified
party in connection with defending any such proceeding, upon receipt of an
undertaking by the indemnified party to repay those amounts if it is later

determined that the party is not entitled to indemnification. These provisions
may also reduce the likelihood of derivative litigation against directors and
officers and discourage or deter stockholders from suing directors or officers
for breaches of their duties to us, even though such an action, if successful,
might otherwise benefit us and our stockholders. In addition, to the extent that
we expend funds to indemnify directors and officers, funds will be unavailable
for operational purposes.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this
prospectus contain forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, that are not historical facts but rather are based on current
expectations, estimates and projections about our business and industry, our
beliefs and assumptions. Words such as "anticipates", "expects", "intends",
"plans", "believes", "seeks", "estimates" and variations of these words and
similar expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and other factors, some of which are beyond our control,
are difficult to predict and could cause actual results to differ materially
from those expressed or forecasted in the forward-looking statements. These
risks and uncertainties include those described in "Risk Factors" beginning on
page 1 and elsewhere in this prospectus and documents incorporated by reference
into this prospectus. You are cautioned not to place undue reliance on these
forward-looking statements, which reflect our management's view only as of the
date of this prospectus or as of the date of any document incorporated by
reference into this prospectus. We undertake no obligation to update these
statements or publicly release the results of any revisions to the
forward-looking statements that we may make to reflect events or circumstances
after the date of this prospectus or the date of any document incorporated into
this prospectus or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

The selling stockholders will receive all the proceeds from the sale of
our common stock under this prospectus. Accordingly, we will not receive any
part of the proceeds from the sale of our common stock under this prospectus.

SELLING STOCKHOLDERS

This Prospectus relates to the offer and sale by the selling
stockholders of up to 1,500,000 shares issued under the Company's 1997 Stock
Option Plan to the selling stockholders. This Prospectus also relates to such
indeterminate number of additional shares of common stock that may be acquired
by the selling stockholders as a result of the antidilution provisions of the
Company's 1997 Stock Option Plan. To the extent required, additional information
regarding the identity of the selling stockholders and certain other information
relating to the selling stockholders will be provided by supplement to this
Prospectus.

The following table sets forth (i) the number of shares of common stock
beneficially owned by each selling stockholder prior to the offering, (ii) the
number of shares of common stock being offered for resale by each selling
stockholder and (iii) the number and percentage of shares of common stock that
each selling stockholder will beneficially own after completion of the offering.
Except as set forth below, none of the selling stockholders has had a material
relationship with the Company during the past three years.

Number of Common
Number of Shares/Percentage of
Common Shares Number of Shares/Percentage of
Owned Prior to Common Shares After Completion of
Name the Offering (1) to be Offered the Offering
- ---- ----------------- ------------- --------------------
Guy J. Quigley (2)(3)(4) 4,313,639 105,500 4,208,139 / 32.3%
Charles A. Phillips (2)(3)(5) 1,999,502 80,000 1,910,502 / 15.1%
George J. Longo (2)(3)(6) 675,000 40,000 635,000 / 5.2%
Jacqueline F. Lewis (2)(7) 120,000 20,000 100,000 / *
Rounsevelle W. Schaum (2)(8) 65,000 20,000 45,000 / *
Stephen W. Wouch (2)(9) 50,500 20,000 30,500 / *
Terrence O. Tormey (2)(10) 40,000 20,000 20,000 / *
* - less than 1%

(1) Beneficial ownership has been determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended ("Rule
13d-3"), and unless otherwise indicated, represents shares for which
the beneficial owner has sole voting and investment power. The
percentage of class is calculated in accordance with Rule 13d-3 and
includes options or other rights to subscribe for shares of common
stock which are exercisable within sixty (60) days of March 27, 2006.
(2) Director of the Company.
(3) Executive Officer of the Company.
(4) Mr. Quigley's beneficial ownership includes options and warrants
exercisable within sixty (60) days from March 27, 2006 to purchase
1,075,125 shares of Common Stock, options and warrants to purchase
277,250 shares of Common Stock beneficially owned by Mr. Quigley's
wife and an aggregate of 514,705 shares beneficially owned by members
of Mr. Quigley's immediate family.
(5) Mr. Phillips' beneficial ownership includes options and warrants
exercisable within sixty (60) days from March 27, 2006 to purchase
977,125 shares of Common Stock and 1,671 shares of Common Stock
beneficially owned by Mr. Phillips' wife.
(6) Mr. Longo's beneficial ownership includes options and warrants
exercisable within sixty (60) days from March 27, 2006 to purchase
635,000 shares of Common Stock.
(7) Ms. Lewis' address is P. O. Box 581, Lahaska, PA 18931. Ms. Lewis'
beneficial ownership includes options exercisable within sixty (60)
days from March 27, 2006 to purchase 120,000 shares of Common Stock.
(8) Mr. Schaum's address is 157 Harrison Ave, Newport, RI 02840. Mr.
Schaum's beneficial ownership includes options exercisable within
sixty (60) days from March 27, 2006 to purchase 65,000 shares of
Common Stock.
(9) Mr. Wouch's address is 415 Sargon Way, Suite J, Horsham, PA 19044.
Mr. Wouch's beneficial ownership includes options exercisable within
sixty (60) days from March 27, 2006 to purchase 50,000 shares of
Common Stock.
(10) Mr. Tormey's address is 4842 Mountain Top Road West, New Hope, PA
18938. Mr. Tormey's beneficial ownership includes options exercisable
within sixty (60) days from March 27, 2006 to purchase 40,000 shares
of Common Stock.

Our registration of the shares included in this prospectus does not
necessarily mean that each of the selling stockholders will opt to sell any of
the shares offered hereby. The shares covered by this prospectus may be sold
from time to time by the selling stockholders so long as this prospectus remains
in effect.

PLAN OF DISTRIBUTION

This offering is self-underwritten; neither we nor the selling
stockholders have employed an underwriter for the sale of common stock by the
selling stockholders. We will bear all expenses in connection with the
preparation of this prospectus. The selling stockholders will bear all expenses
associated with the sale of the common stock.

The selling stockholders may offer their shares of common stock
directly or through pledgees, donees, transferees or other successors in
interest in one or more of the following transactions:

o On any stock exchange on which the shares of common stock may
be listed at the time of sale

o In negotiated transactions

o In the over-the-counter market

o In a combination of any of the above transactions

The selling stockholders may offer their shares of common stock at any
of the following prices:

o Fixed prices which may be changed

o Market prices prevailing at the time of sale

o Prices related to such prevailing market prices

o At negotiated prices

The selling stockholders may effect such transactions by selling shares
to or through broker-dealers, and all such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from the
selling stockholders and/or the purchasers of shares of common stock for whom
such broker-dealers may act as agents or to whom they sell as principals, or
both (which compensation as to a particular broker-dealer might be in excess of
customary commissions).

Any broker-dealer acquiring common stock from the selling stockholders
may sell the shares either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis or to its customers.
Any such sales may be at prices then prevailing on the Nasdaq National Market or
at prices related to such prevailing market prices or at negotiated prices to
its customers or a combination of such methods. The selling stockholders and any
broker-dealers that act in connection with the sale of the common stock
hereunder might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act; any commissions received by them and any profit on
the resale of shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. Any such commissions, as well as other
expenses incurred by the selling stockholders and applicable transfer taxes, are
payable by the selling stockholders.

The selling stockholders reserve the right to accept, and together with
any agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock. The selling stockholders will pay any
sales commissions or other seller's compensation applicable to such
transactions.

We have not registered or qualified offers and sales of shares of the
common stock under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the selling
stockholders will offer and sell their shares of common stock in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the selling stockholders may not offer or sell
shares of common stock unless we have registered or qualified such shares for
sale in such states or we have complied with an available exemption from
registration or qualification.

The selling stockholders are required to comply with Regulation M
promulgated under the Exchange Act. In general, Rule 102 under Regulation M
prohibits any person connected with a distribution of our common stock from
directly or indirectly bidding for, or purchasing for any account in which he or
she has a beneficial interest, any of our common stock or any right to purchase
our common stock, for a period of one business day before and after completion
of his or her participation in the distribution (we refer to that time period as
the "distribution period").

During the distribution period, Rule 104 under Regulation M prohibits
the selling stockholders and any other persons engaged in the distribution from
engaging in any stabilizing bid or purchasing our common stock except for the
purpose of preventing or retarding a decline in the open market price of our
common stock. No such person may effect any stabilizing transaction to
facilitate any offering at the market. Inasmuch as the selling stockholders will
be reoffering and reselling our common stock at the market, Rule 104 prohibits
them from effecting any stabilizing transaction in contravention of Rule 104
with respect to our common stock.

There can be no assurance that the selling stockholders will sell any
or all of the shares offered by them hereunder or otherwise.

LEGAL MATTERS

The validity of the shares of common stock offered in this prospectus
have been passed upon by Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park
Avenue Tower, 65 East 55th Street, New York, New York 10022.

EXPERTS

The consolidated financial statements incorporated in this prospectus
by reference to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 have been so incorporated in reliance on the reports of Amper,
Politziner & Mattia, P.C. and PricewaterhouseCoopers LLP (only with respect to
the fiscal year ended December 31, 2003), each an independent registered public
accounting firm, given on the authority of said firms as experts in auditing and
accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-8 with the SEC for the
resale of the common stock being offered under this prospectus. This prospectus
does not contain all the information set forth in the registration statement.

You should refer to the registration statement and its exhibits for additional
information. Whenever we make references in this prospectus to any of our
contracts, agreements or other documents, the references are not necessarily
complete and you should refer to the exhibits attached to the registration
statement for the copies of the actual contract, agreement or other document.

We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended, and file annual, quarterly, and
current reports, proxy statements, and other information with the SEC. You may
read and copy all or any portion of the registration statement or any reports,
statements or other information that we file at the SEC's public reference room
at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. The SEC maintains an internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC. Our SEC filings are also available at the SEC's web
site at HTTP://WWW.SEC.GOV or at our web site at http://www.quigleyco.com.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company,
the Company has been advised that it is the SEC's opinion that such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, until the sale of all the shares of common stock that are
part of this offering. The documents we are incorporating by reference are as
follows:

(1) Our Annual Report on Form 10-K for the year ended December 31,
2005;

(2) Our Current Report on Form 8-K filed on February 27, 2006; and

(3) The description of our Common Stock, $.0005 par value, in our
registration statement on Form 8-A filed October 25, 1996.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's By-laws authorize indemnification of directors and
officers as follows:

ARTICLE V - INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS

Section 1. The corporation shall indemnify any person who was or is a
party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than action by or in the right of the corporation) 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 the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, 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. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a

II-1

manner which 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 reasonable cause to believe that his conduct was unlawful.

Section 2. No officer, director or stockholder may become surety on
behalf of the corporation for any of its obligations under any circumstances
whatsoever.

In addition, Section 78.7502 of the Nevada General Corporation Law
reads as follows:

DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES
AND AGENTS: GENERAL PROVISIONS.

1. 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,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, 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 the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he:

(a) Is not liable [if it is proven that his act or failure to act
did not constitute a breach of his fiduciary duties as a director or
officer and his breach of those duties did not involve intentional
misconduct, fraud or a knowing violation of law]; or

(b) Acted in good faith and in a manner which 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.

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself, create a presumption that the person is liable [since his act or
failure to act constituted a breach of his fiduciary duties as a director or
officer and his breach of those duties involved intentional misconduct, fraud or
a knowing violation of law] or did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, or that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. 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 suit by or in the right of the corporation to procure a judgment in its favor
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 the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he:

II-2

(b) Acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation.

Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or
for amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

Pursuant to the Registration Rights Agreement dated October 1, 2004 by
and among the Company and the selling stockholders in which we agreed to
register the resale of their shares of common stock with the Securities and
Exchange Commission, we will indemnify the selling stockholders against certain
liabilities, including liabilities under the Securities Act of 1933, and the
selling stockholders will indemnify us and our executive officers and directors
against certain liabilities, including liabilities under the Securities Act of
1933.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to any charter, provision, by-law, contract, arrangement,
statute or otherwise, the Company 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 of 1933 and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

Exhibit No. Description

4.1 Specimen Certificate of the Registrant's Common Stock,
incorporated herein by reference to Exhibit 4.1 of Form 10-KSB/A,
filed on April 4, 1997.

4.2 1997 Stock Option Plan, incorporated herein by reference to
Exhibit 10.1 to the Company's registration statement on Form S-8,
filed on August 13, 1998.

4.3 Amendment No. 1 to the 1997 Stock Option Plan, incorporated
herein by reference to Exhibit 10.1 to the Company's registration
statement on Form S-8, filed on November 15, 2001.

4.4* Amendment No. 2 to the 1997 Stock Option Plan

II-3

5.1* Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect to
legality of the Common Stock.

23.1* Consent of PricewaterhouseCoopers LLP, an independent registered
public accounting firm.

23.2* Consent of Amper, Politziner & Mattia, P.C., an independent
registered public accounting firm.

23.3* Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
included in Exhibit No. 5.1.

24.1* Power of Attorney, included on the signature page to this
Registration Statement.

- -------
* Filed herewith.

ITEM 9. 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
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;

(2) That, for the purposes 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; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.

B. The undersigned registrant hereby undertakes that, for 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
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 this 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 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 foregoing
provisions, or otherwise, the registrant has been advised that in the

II-4

opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
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 a 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 of 1933
and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

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 Doylestown, state of Pennsylvania on this 28th day of
March, 2006.

THE QUIGLEY CORPORATION
(Registrant)

By: /s/ Guy J. Quigley
-----------------------------------------
Name: Guy J. Quigley
Title: President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature
appears below hereby constitutes and appoints Guy J. Quigley and George J. Longo
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Form S-8 and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date
- --------- ----- ----

/s/ Guy J. Quigley Chairman of the Board, March 28, 2006
- --------------------------- President, Chief Executive
Guy J. Quigley Officer and Director (Principal
Executive Officer)

/s/ Charles A. Phillips Executive Vice President, Chief March 28, 2006
- --------------------------- Operating Officer and Director
Charles A. Phillips

/s/ George J. Longo Vice President, Chief Financial March 28, 2006
- --------------------------- Officer and Director (Principal
George J. Longo Financial and Accounting Officer)

/s/ Jacqueline F. Lewis Director March 28, 2006
- ---------------------------
Jacqueline F. Lewis

/s/ Rounsevelle W. Schaum Director March 28, 2006
- ---------------------------
Rounsevelle W. Schaum

/s/ Stephen W. Wouch Director March 28, 2006
- ---------------------------
Stephen W. Wouch

/s/ Terrence O. Tormey Director March 28, 2006
- ---------------------------
Terrence O. Tormey
II-6