AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996.
                                     
                               Registration No. 333-_____________________
            ___________________________________________________
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
            ___________________________________________________
                                 FORM S-8
                          REGISTRATION STATEMENT
                     Under the Securities Act of 1933
            __________________________________________________
                                     
                              L.A. GEAR, INC.
          (Exact name of registrant as specified in its charter)
                 CALIFORNIA                              95-3375118
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                Identification No.)

  2850 OCEAN PARK BOULEVARD, SANTA MONICA,              (310) 452-4327
              CALIFORNIA 90405
  (Address of principal executive offices)      (telephone number of principal
                                                       executive offices)
                                     
                L.A. GEAR, INC. 1992 STOCK OPTION PLAN FOR
      ELIGIBLE NONEMPLOYEE DIRECTORS AND ELIGIBLE EXECUTIVE OFFICERS
                         (Full title of the plan)
                                     
                             THOMAS F. LARKINS
                SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE
                        OFFICER AND GENERAL COUNSEL
                              L.A. GEAR, INC.
        2850 OCEAN PARK BOULEVARD, SANTA MONICA, CALIFORNIA  90405
                  (Name and address of agent for service)
                              (310) 581-7307
                  (Telephone number of agent for service)
                                     
<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>

                                                                 PROPOSED
                                                                 MAXIMUM
     TITLE OF                            PROPOSED MAXIMUM       AGGREGATE
 SECURITIES TO BE      AMOUNT TO BE       OFFERING PRICE         OFFERING           AMOUNT OF
    REGISTERED          REGISTERED          PER SHARE           PRICE (1)        REGISTRATION FEE
<S>                 <C>                 <C>                 <C>                 <C>
   Common Stock
(without par value)         600,000              $3.56             $2,136,000           $736.55


<FN>
(1)  Pursuant to Rule 457(h), the proposed maximum offering price per unit
     is estimated solely for the purpose of calculating the registration
     fee and is based upon the average of the high and low sales prices of
     the common stock of L.A. Gear, Inc., as reported on the New York Stock
     Exchange as of June 7, 1996, a date within five business days of the
     date on which this registration statement is being filed.
</TABLE>
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                             Page 1 of  11
                                     
                      Exhibit Index is on Page E-1
 
 
          THE CONTENTS OF THE REGISTRANT'S REGISTRATION
        STATEMENT ON FORM S-8, REGISTRATION NO. 33-53122,
              ARE INCORPORATED HEREIN BY REFERENCE.
                                
                                
                             PART II
                                
                      INFORMATION REQUIRED
                  IN THE REGISTRATION STATEMENT
                                
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
                                
          The following documents have been filed by L.A. Gear,
Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") and are incorporated herein by reference as of
their respective dates:

          (a)  The Annual Report of the Company on Form 10-K for the
fiscal year ended November 30, 1995;

          (b)  The Company's Report on Form 10-Q for the quarter
ended February 29, 1996; and

          (c)  The Company's Current Reports on Form 8-K dated
December 12, 1995, February 9, 1996 and April 16, 1996.

          All documents filed subsequent to the date hereof by
the Company with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of  the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and prior to the filing of a post-
effective amendment hereto which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from their respective
dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated
Documents").

          Any statement contained in an Incorporated Document or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.



ITEM 8.   EXHIBITS.


                                                       
Exhibit No.                Description                        Page
                                                                
      5                Opinion of Fried, Frank,               E-2
                       Harris, Shriver & Jacobson
                                                                
      23.1             Consent of Fried, Frank,                 
                       Harris, Shriver & Jacobson
                       (included as part of Exhibit 5
                       hereto)
                                                                
      23.2             Consent of Price Waterhouse LLP        E-5
                                                                
      24               Powers of Attorney (included             
                       herein on pages  4-6)

                                
                           SIGNATURES
                                
         Pursuant to the requirements of the Securities Act of
1933, as amended (the "Act"), the Company certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and it 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 June 11, 1996.


                                   L.A. GEAR, INC.


                                   By:      /s/ Thomas F. Larkins
                                        -----------------------------
                                        Thomas F. Larkins
                                        Senior Vice President and Chief
                                        Administrative Officer

                                
                                
                        POWER OF ATTORNEY
                                
          KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints William L.
Benford and Thomas F. Larkins and each or either of them, his or
her true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for
such person and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents each acting alone, 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 to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
          Pursuant to the requirements of the Act, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated.

        Signature                     Title                  Date
                                                       
/s/ Stanley P. Gold                                      June 11, 1996
- -------------------------   Director, Chairman of the  
Stanley P. Gold             Board and Chief Executive  
                            Officer and General Councel
			    (Principal Executive Officer)
                                                       
/s/ William L. Benford                                   June 11, 1996
- -------------------------   President and Chief        
William L. Benford          Operating Officer          
                                                       
/s/ Thomas F. Larkins                                    June 11, 1996
- -------------------------   Senior Vice President,  
Thomas F. Larkins           Chief Administrative       
                            Officer and General Counsel 
                            (Principal Financial Officer)
                                                       
/s/ Tracey C. Doi                                        June 11, 1996
- -------------------------   Vice President and         
Tracey C. Doi               Controller
                                                       
                                                       
/s/ Walter C. Bladstrom                                  June 11, 1996
- -------------------------   Director                   
Walter C. Bladstrom                                    
                                                       
                             			         June 11, 1996
- -------------------------   Director                   
Allan E. Dalshaug                                      
                                                       
                            			         June 11, 1996
- -------------------------   Director                   
Willie D. Davis                                        
                                                       
/s/ Stephen A. Koffler                                   June 11, 1996
- -------------------------   Director                   
Stephen A. Koffler                                     
                                                       
/s/ Ann E. Meyers                                        June 11, 1996
- -------------------------   Director                   
Ann E. Meyers                                          
                                                       
/s/ Clifford A. Miller                                   June 11, 1996
- -------------------------   Director                   
Clifford A. Miller                                     
                                                       
/s/ Robert G. Moskowitz                                  June 11, 1996
- -------------------------   Director                   
Robert G. Moskowitz                                    
                                                       
/s/ Vappalak A. Ravindran                                June 11, 1996
- -------------------------   Director                   
Vappalak A. Ravindran                                  

L.A. GEAR, INC.
                                
                        INDEX TO EXHIBITS

                                                                 
Exhibit No.            Description                             Page
- -----------            -----------                             ----
                                                                 
      5            Opinion of Fried, Frank, Harris,            E-2
                   Shriver & Jacobson
                                                                 
      23.1         Consent of Fried, Frank, Harris,              
                   Shriver & Jacobson (included as part
                   of Exhibit 5 hereto)
                                                                 
      23.2         Consent of Price Waterhouse LLP             E-5
                                                                 
      24           Powers of Attorney (included herein           
                   on pages  4-6)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13031}]
{"company-data": {"conformed-name": "LA GEAR INC", "cik": "0000793937", "assigned-sic": "3021", "irs-number": "953375118", "state-of-incorporation": "CA", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05925", "film-number": "96580555"}, "business-address": {"street1": "2850 OCEAN PARK BLVD", "city": "SANTA MONICA", "state": "CA", "zip": "90405", "phone": "3104524327"}, "mail-address": {"street1": "2850 OCEAN PARK BLVD", "city": "SANTA MONICA", "state": "CA", "zip": "90405"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996.
                                     
                               Registration No. 333-_____________________
            ___________________________________________________
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
            ___________________________________________________
                                 FORM S-8
                          REGISTRATION STATEMENT
                     Under the Securities Act of 1933
            __________________________________________________
                                     
                              L.A. GEAR, INC.
          (Exact name of registrant as specified in its charter)
                 CALIFORNIA                              95-3375118
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                Identification No.)

  2850 OCEAN PARK BOULEVARD, SANTA MONICA,              (310) 452-4327
              CALIFORNIA 90405
  (Address of principal executive offices)      (telephone number of principal
                                                       executive offices)
                                     
                L.A. GEAR, INC. 1992 STOCK OPTION PLAN FOR
      ELIGIBLE NONEMPLOYEE DIRECTORS AND ELIGIBLE EXECUTIVE OFFICERS
                         (Full title of the plan)
                                     
                             THOMAS F. LARKINS
                SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE
                        OFFICER AND GENERAL COUNSEL
                              L.A. GEAR, INC.
        2850 OCEAN PARK BOULEVARD, SANTA MONICA, CALIFORNIA  90405
                  (Name and address of agent for service)
                              (310) 581-7307
                  (Telephone number of agent for service)
                                     

                      CALCULATION OF REGISTRATION FEE
PROPOSED
                                                                 MAXIMUM
     TITLE OF                            PROPOSED MAXIMUM       AGGREGATE
 SECURITIES TO BE      AMOUNT TO BE       OFFERING PRICE         OFFERING           AMOUNT OF
    REGISTERED          REGISTERED          PER SHARE           PRICE (1)        REGISTRATION FEE
Common Stock
(without par value)         600,000              $3.56             $2,136,000           $736.55
(1)  Pursuant to Rule 457(h), the proposed maximum offering price per unit
     is estimated solely for the purpose of calculating the registration
     fee and is based upon the average of the high and low sales prices of
     the common stock of L.A. Gear, Inc., as reported on the New York Stock
     Exchange as of June 7, 1996, a date within five business days of the
     date on which this registration statement is being filed.
Page 1 of  11
                                     
                      Exhibit Index is on Page E-1
 
 
          THE CONTENTS OF THE REGISTRANT'S REGISTRATION
        STATEMENT ON FORM S-8, REGISTRATION NO. 33-53122,
              ARE INCORPORATED HEREIN BY REFERENCE.
                                
                                
                             PART II
                                
                      INFORMATION REQUIRED
                  IN THE REGISTRATION STATEMENT
                                
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
                                
          The following documents have been filed by L.A. Gear,
Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") and are incorporated herein by reference as of
their respective dates:

          (a)  The Annual Report of the Company on Form 10-K for the
fiscal year ended November 30, 1995;

          (b)  The Company's Report on Form 10-Q for the quarter
ended February 29, 1996; and

          (c)  The Company's Current Reports on Form 8-K dated
December 12, 1995, February 9, 1996 and April 16, 1996.

          All documents filed subsequent to the date hereof by
the Company with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of  the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and prior to the filing of a post-
effective amendment hereto which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from their respective
dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated
Documents").

          Any statement contained in an Incorporated Document or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

ITEM 8.   EXHIBITS.

                                                       
Exhibit No.                Description                        Page
                                                                
      5                Opinion of Fried, Frank,               E-2
                       Harris, Shriver & Jacobson
                                                                
      23.1             Consent of Fried, Frank,                 
                       Harris, Shriver & Jacobson
                       (included as part of Exhibit 5
                       hereto)
                                                                
      23.2             Consent of Price Waterhouse LLP        E-5
                                                                
      24               Powers of Attorney (included             
                       herein on pages  4-6)

                                
                           SIGNATURES
                                
         Pursuant to the requirements of the Securities Act of
1933, as amended (the "Act"), the Company certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and it 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 June 11, 1996.

                                   L.A. GEAR, INC.

                                   By:      /s/ Thomas F. Larkins
                                        -----------------------------
                                        Thomas F. Larkins
                                        Senior Vice President and Chief
                                        Administrative Officer

                                
                                
                        POWER OF ATTORNEY
                                
          KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints William L.
Benford and Thomas F. Larkins and each or either of them, his or
her true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for
such person and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents each acting alone, 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 to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
          Pursuant to the requirements of the Act, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated.

        Signature                     Title                  Date
                                                       
/s/ Stanley P. Gold                                      June 11, 1996
- -------------------------   Director, Chairman of the  
Stanley P. Gold             Board and Chief Executive  
                            Officer and General Councel
			    (Principal Executive Officer)
                                                       
/s/ William L. Benford                                   June 11, 1996
- -------------------------   President and Chief        
William L. Benford          Operating Officer          
                                                       
/s/ Thomas F. Larkins                                    June 11, 1996
- -------------------------   Senior Vice President,  
Thomas F. Larkins           Chief Administrative       
                            Officer and General Counsel 
                            (Principal Financial Officer)
                                                       
/s/ Tracey C. Doi                                        June 11, 1996
- -------------------------   Vice President and         
Tracey C. Doi               Controller
                                                       
                                                       
/s/ Walter C. Bladstrom                                  June 11, 1996
- -------------------------   Director                   
Walter C. Bladstrom                                    
                                                       
                             			         June 11, 1996
- -------------------------   Director                   
Allan E. Dalshaug                                      
                                                       
                            			         June 11, 1996
- -------------------------   Director                   
Willie D. Davis                                        
                                                       
/s/ Stephen A. Koffler                                   June 11, 1996
- -------------------------   Director                   
Stephen A. Koffler                                     
                                                       
/s/ Ann E. Meyers                                        June 11, 1996
- -------------------------   Director                   
Ann E. Meyers                                          
                                                       
/s/ Clifford A. Miller                                   June 11, 1996
- -------------------------   Director                   
Clifford A. Miller                                     
                                                       
/s/ Robert G. Moskowitz                                  June 11, 1996
- -------------------------   Director                   
Robert G. Moskowitz                                    
                                                       
/s/ Vappalak A. Ravindran                                June 11, 1996
- -------------------------   Director                   
Vappalak A. Ravindran                                  

L.A. GEAR, INC.
                                
                        INDEX TO EXHIBITS

                                                                 
Exhibit No.            Description                             Page
- -----------            -----------                             ----
                                                                 
      5            Opinion of Fried, Frank, Harris,            E-2
                   Shriver & Jacobson
                                                                 
      23.1         Consent of Fried, Frank, Harris,              
                   Shriver & Jacobson (included as part
                   of Exhibit 5 hereto)
                                                                 
      23.2         Consent of Price Waterhouse LLP             E-5
                                                                 
      24           Powers of Attorney (included herein           
                   on pages  4-6)