<PAGE>

       As filed with the Securities and Exchange Commission on May 5, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

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

                                   ETOYS INC.
             (Exact name of Registrant as specified in its charter)

                  DELAWARE                              95-4633006
          (State of incorporation)       (I.R.S. Employer Identification No.)

                        3100 OCEAN PARK BLVD., SUITE 300
                             SANTA MONICA, CA 90405
                    (Address of principal executive offices)
                             -----------------------

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                             1999 STOCK OPTION PLAN
                            (Full title of the Plans)
                             -----------------------

                                 EDWARD C. LENK
                                PRESIDENT AND CEO
                                   ETOYS INC.
                        3100 OCEAN PARK BLVD., SUITE 300
                             SANTA MONICA, CA 90405
                                 (310) 664-8100
 (Name, address and telephone number, including area code, of agent for service)
                             -----------------------

                                Page 1 of 6 Pages
                             Exhibit Index on Page 6
               (Calculation of Registration Fee on following page)

<PAGE>

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM        PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE REGISTERED    AMOUNT TO BE     OFFERING PRICE PER      AGGREGATE OFFERING          AMOUNT OF
                                         REGISTERED (1)          SHARE                   PRICE              REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>                     <C>                      <C>
1999 Employee Stock Purchase Plan           609,167             $6.06(2)               $3,691,553                 $975
 Common Stock, $0.0001 par value
--------------------------------------------------------------------------------------------------------------------------------
1999 Stock Option Plan                     3,655,005            $7.13(2)              $26,060,186                $6,880
 Common Stock, $0.0001 par value
--------------------------------------------------------------------------------------------------------------------------------
Total:                                                                                                           $7,855
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under either of the Plans pursuant
         to this Registration Statement by reason of any stock dividend, stock
         split, recapitalization or any other similar transaction effected
         without the receipt of consideration which results in an increase in
         the number of the Registrant's outstanding shares of Common Stock.

(2)      Estimated in accordance with Rule 457(h) under the Securities Act of
         1933 solely for the purpose of calculating the registration fee, based
         upon the average of the high and low prices reported on the Nasdaq
         Stock Market for Registrant's Common Stock on May 4, 2000. In the case
         of the Employee Stock Purchase Plan, such amount is multiplied by 85%,
         which is the percentage of the trading purchase price applicable to
         purchases under such Plan.


                                      -2-
<PAGE>

                      REGISTRATION OF ADDITIONAL SECURITIES

         This Registration Statement on Form S-8 covers 609,167 additional
shares and 3,655,005 additional shares of the Common Stock, $0.0001 par value
per share, of eToys Inc. ("eToys") issuable under the eToys 1999 Employee Stock
Purchase Plan and the eToys 1999 Stock Option Plan, respectively (collectively,
the "Plans"). The Plans were initially registered under eToys' Registration
Statement on Form S-8, Commission File No. 333-78853, filed on May 20, 1999, the
contents of which are hereby incorporated herein by reference.

Item 8.  EXHIBITS.

<TABLE>
<CAPTION>
         Exhibit
         Number
         ------
<S>      <C>
5.1      Opinion of Irell & Manella LLP
23.1     Consent of Independent Auditors
23.2     Consent of Irell & Manella LLP (included in Exhibit 5.1).
24.1     Power of Attorney (see page 5).

</TABLE>





                                      -3-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, eToys Inc., a corporation organized and existing under the laws of
the State of Delaware, 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 Santa Monica, State of California, on this May
5, 2000.

                                   eToys Inc.


                                   By:  /s/ Edward C. Lenk
                                        ------------------
                                        Edward C. Lenk
                                        President and Chief Executive Officer



                                      -4-
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward C. Lenk and Steven J. Schoch,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each 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 in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may 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 dates indicated.

<TABLE>
<CAPTION>

Signature                                   Title                                       Date
---------                                   -----                                       ----
<S>                                         <C>                                         <C>
/s/ Edward C. Lenk                          President, Chief Executive Officer and      May 5, 2000
------------------                          Uncle of the Board  (Principal Executive
Edward C. Lenk                              Officer)


/s/ Steven J. Schoch                        Chief Financial Officer (Principal          May 5, 2000
--------------------                        Financial and Accounting Officer)
Steven J. Schoch


/s/ Peter C.M. Hart                         Director                                    May 5, 2000
-------------------
Peter C.M. Hart


/s/ Tony Hung                               Director                                    May 5, 2000
-------------
Tony Hung


/s/ Michael Moritz                          Director                                    May 5, 2000
------------------
Michael Moritz


/s/ Daniel Nova                             Director                                    May 5, 2000
---------------
Daniel Nova

</TABLE>
                                      -5-
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

   Exhibit
   Number
   ------
<S>               <C>
     5.1          Opinion of Irell & Manella LLP

    23.1          Consent of Independent Auditors

    23.2          Consent of Irell & Manella LLP
                  (included in Exhibit 5.1)

    24.1          Power of Attorney (see page 5)

</TABLE>






                                      -6-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 9377}]
{"company-data": {"conformed-name": "ETOYS INC", "cik": "0001052245", "assigned-sic": "5945", "irs-number": "954633006", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36362", "film-number": "620390"}, "business-address": {"street1": "3100 OCEAN PARK BLVD", "street2": "SUTIE 300", "city": "SANTA MONICA", "state": "CA", "zip": "90405", "phone": "3106648100"}}
As filed with the Securities and Exchange Commission on May 5, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

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

                                   ETOYS INC.
             (Exact name of Registrant as specified in its charter)

                  DELAWARE                              95-4633006
          (State of incorporation)       (I.R.S. Employer Identification No.)

                        3100 OCEAN PARK BLVD., SUITE 300
                             SANTA MONICA, CA 90405
                    (Address of principal executive offices)
                             -----------------------

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                             1999 STOCK OPTION PLAN
                            (Full title of the Plans)
                             -----------------------

                                 EDWARD C. LENK
                                PRESIDENT AND CEO
                                   ETOYS INC.
                        3100 OCEAN PARK BLVD., SUITE 300
                             SANTA MONICA, CA 90405
                                 (310) 664-8100
 (Name, address and telephone number, including area code, of agent for service)
                             -----------------------

                                Page 1 of 6 Pages
                             Exhibit Index on Page 6
               (Calculation of Registration Fee on following page)
--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM        PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE REGISTERED    AMOUNT TO BE     OFFERING PRICE PER      AGGREGATE OFFERING          AMOUNT OF
                                         REGISTERED (1)          SHARE                   PRICE              REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
1999 Employee Stock Purchase Plan           609,167             $6.06(2)               $3,691,553                 $975
 Common Stock, $0.0001 par value
--------------------------------------------------------------------------------------------------------------------------------
1999 Stock Option Plan                     3,655,005            $7.13(2)              $26,060,186                $6,880
 Common Stock, $0.0001 par value
--------------------------------------------------------------------------------------------------------------------------------
Total:                                                                                                           $7,855
--------------------------------------------------------------------------------------------------------------------------------
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under either of the Plans pursuant
         to this Registration Statement by reason of any stock dividend, stock
         split, recapitalization or any other similar transaction effected
         without the receipt of consideration which results in an increase in
         the number of the Registrant's outstanding shares of Common Stock.

(2)      Estimated in accordance with Rule 457(h) under the Securities Act of
         1933 solely for the purpose of calculating the registration fee, based
         upon the average of the high and low prices reported on the Nasdaq
         Stock Market for Registrant's Common Stock on May 4, 2000. In the case
         of the Employee Stock Purchase Plan, such amount is multiplied by 85%,
         which is the percentage of the trading purchase price applicable to
         purchases under such Plan.

                                      -2-
REGISTRATION OF ADDITIONAL SECURITIES

         This Registration Statement on Form S-8 covers 609,167 additional
shares and 3,655,005 additional shares of the Common Stock, $0.0001 par value
per share, of eToys Inc. ("eToys") issuable under the eToys 1999 Employee Stock
Purchase Plan and the eToys 1999 Stock Option Plan, respectively (collectively,
the "Plans"). The Plans were initially registered under eToys' Registration
Statement on Form S-8, Commission File No. 333-78853, filed on May 20, 1999, the
contents of which are hereby incorporated herein by reference.

Item 8.  EXHIBITS.
Exhibit
         Number
         ------
5.1      Opinion of Irell & Manella LLP
23.1     Consent of Independent Auditors
23.2     Consent of Irell & Manella LLP (included in Exhibit 5.1).
24.1     Power of Attorney (see page 5).
-3-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, eToys Inc., a corporation organized and existing under the laws of
the State of Delaware, 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 Santa Monica, State of California, on this May
5, 2000.

                                   eToys Inc.

                                   By:  /s/ Edward C. Lenk
                                        ------------------
                                        Edward C. Lenk
                                        President and Chief Executive Officer

                                      -4-
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward C. Lenk and Steven J. Schoch,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each 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 in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may 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 dates indicated.
Signature                                   Title                                       Date
---------                                   -----                                       ----
/s/ Edward C. Lenk                          President, Chief Executive Officer and      May 5, 2000
------------------                          Uncle of the Board  (Principal Executive
Edward C. Lenk                              Officer)

/s/ Steven J. Schoch                        Chief Financial Officer (Principal          May 5, 2000
--------------------                        Financial and Accounting Officer)
Steven J. Schoch

/s/ Peter C.M. Hart                         Director                                    May 5, 2000
-------------------
Peter C.M. Hart

/s/ Tony Hung                               Director                                    May 5, 2000
-------------
Tony Hung

/s/ Michael Moritz                          Director                                    May 5, 2000
------------------
Michael Moritz

/s/ Daniel Nova                             Director                                    May 5, 2000
---------------
Daniel Nova
-5-
INDEX TO EXHIBITS
Exhibit
   Number
   ------
5.1          Opinion of Irell & Manella LLP

    23.1          Consent of Independent Auditors

    23.2          Consent of Irell & Manella LLP
                  (included in Exhibit 5.1)

    24.1          Power of Attorney (see page 5)
-6-