As filed with the Securities and Exchange Commission
                             on August 13, 1996
                                    Registration No. 333-___________
       -------------------------------------------------------------
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                     ----------------------------------
                                  FORM S-8
                                  --------
          Registration Statement Under the Securities Act of 1933
          -------------------------------------------------------
                               MOSSIMO, INC.
                               -------------
           (Exact name of registrant as specified in its charter)

            Delaware                                  33-0684524
       -------------------------------           ------------------
       (State or other jurisdiction of            (I.R.S. Employer  
       incorporation or organization)            Identification No.)

              15320 Barranca Parkway, Irvine, California 92718
              ------------------------------------------------
           (Address of Principal Executive Offices)   (Zip Code)

                              1995 STOCK PLAN
               1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                         (Full title of the plans)

                                ERIC R. HOHL
                          CHIEF OPERATING OFFICER
                               MOSSIMO, INC.
                           15320 Barranca Parkway
                          Irvine, California 92718
                               (714) 453-1300
         (Name, address and telephone number of agent for service)
                   --------------------------------------
                                 Copies to:

                           Jon W. Newby, Esquire
                  Sheppard, Mullin, Richter & Hampton LLP
                     333 South Hope Street, 48th Floor
                       Los Angeles, California 90071
                   --------------------------------------

                      CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------
                            Proposed
  Title of                  maximum
  securities    Amount      offering    Proposed maximum     Amount of
  to be         to be       price per   aggregate offering   registration
  registered    registered  unit        price                fee 
  -----------------------------------------------------------------------
  Common Stock
  $.001 par     1,750,000
  value         Shares<F1>  $40.50<F2>  $ 70,875,000<F2>     $ 24,440<F3>
  -----------------------------------------------------------------------



                                Page 1 of 18             <PAGE>
       <F1> Pursuant to Rule 416, this Registration Statement also
            covers such additional securities as may become issuable
            pursuant to the anti-dilution provisions of the Plans.
       <F2> Estimated solely for purposes of calculating the
            registration fee.
       <F3> Pursuant to Rule 457(h), the offering price and
            registration fee have been calculated based upon the
            average of the high and low prices of Common Stock
            quoted on the New York Stock Exchange on August 9, 1996,
            a day within five business days prior to the filing of
            this Registration Statement.


                        Exhibit Index is on page 10













































                                Page 2 of 18             <PAGE>
       PART I    INFORMATION REQUIRED IN THE SECTION 10(a)
                 PROSPECTUS
                 -----------------------------------------

       ITEM 1.   PLAN INFORMATION<*>


       ITEM 2.   REGISTRANT INFORMATION<*>

       [FN]
       <*>  Information required by Part I to be contained in the
            Section 10(a) prospectus is omitted from this
            registration statement in accordance with the Note in
            Part I of Form S-8.

       PART II   INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------


       ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

                 The following documents filed by Mossimo, Inc. (the
       "Company" or the "Registrant") with the Securities and
       Exchange Commission (the "Commission") are hereby
       incorporated by reference:

                 (a)  The Prospectus dated February 22, 1996 filed
                      pursuant to Rule 424(b) as part of the
                      Company's Registration Statement on Form S-1,
                      as amended (Registration No. 33-80597),
                      originally filed on December 20, 1995, which
                      includes a description of the Company's Common
                      Stock, $.001 par value;

                 (b)  The description of the Company's Common Stock
                      included in its Registration Statement on
                      Form 8-A, filed February 14, 1996, as amended;

                 (c)  The Company's Quarterly Report on Form 10-Q
                      for the quarter ended March 31, 1996; and

                 (d)  All other reports filed under Section 13(a) or
                      15(d) of the Exchange Act since the end of the
                      most recent fiscal year.

                 All documents subsequently filed by the Company
       pursuant to Section 13(a), 13(c), 14 and 15(d) of the
       Securities Exchange Act of 1934, as amended, prior to the
       filing of a post-effective amendment which indicates that all
       securities offered have been sold or which deregisters all
       securities then remaining unsold, shall be deemed to be
       incorporated by reference in this Registration Statement and
       to be a part hereof from the date of filing of such
       documents.  Copies of these documents will not be filed with
       this Registration Statement.  Any statement contained herein
       or in a document incorporated or deemed to be incorporated by



                                Page 3 of 18             <PAGE>
       reference herein shall be deemed to be modified or superseded
       for purposes of this Registration Statement to the extent
       that such statement is modified or superseded by a
       subsequently filed document which also is or is deemed to be
       incorporated by reference herein.  Any such statement so
       modified or superseded shall not be deemed to constitute a
       part of this Registration Statement except as so modified or
       superseded.


       ITEM 4.   DESCRIPTION OF SECURITIES.

                 Not Applicable.


       ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not Applicable.


       ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 As permitted by Section 145 of the Delaware General
       Corporation Law, the Certificate of Incorporation and Bylaws
       of the Registrant provide that:  (i) the Registrant is
       required to indemnify its directors and officers and may
       indemnify its other employees and agents, and persons serving
       in such capacities in other business enterprises (including,
       for example, subsidiaries of the Registrant) at the
       Registrant's request, to the fullest extent permitted by
       Delaware law, including those circumstances in which
       indemnification would otherwise be discretionary; (ii) the
       Registrant is required to advance expenses to such directors
       and officers and may advance expenses to such other employees
       and agents in connection with investigating, defending,
       settling and appealing a proceeding (except that it is not
       required to advance expenses to a person against whom the
       Registrant brings a claim for breach of the duty of loyalty,
       failure to act in good faith, intentional misconduct, knowing
       violation of law or deriving an improper personal benefit);
       (iii) the rights conferred in the Bylaws are not exclusive
       and the Registrant is authorized to enter into
       indemnification agreements with such directors, officers,
       employees and agents; (iv) the Registrant may maintain
       director and officer liability insurance to the extent
       reasonably available; and (v) the Registrant may not
       retroactively amend the Certificate of Incorporation or Bylaw
       provisions in a way that is adverse to such directors,
       officers, employees and agents.  The Registrant has also
       entered into agreements with its directors and certain of its
       officers indemnifying them to the fullest extent permitted by
       the foregoing.  These indemnification provisions, and the
       Indemnification Agreements entered into between the
       Registrant and its directors and certain of its officers, may
       be sufficiently broad to permit indemnification of the
       Registrants' officers and directors for liabilities arising



                                Page 4 of 18             <PAGE>
       under the Securities Act of 1933, as amended.  The Company
       has purchased and has currently in force a directors' and
       officers' liability insurance policy in the face amount of
       $10,000,000, which covers certain liabilities of directors
       and officers arising out of claims based on certain acts and
       omissions by them in their capacity as directors and
       officers.


       ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

                 Not Applicable.


       ITEM 8.   EXHIBITS.

                 The following exhibits are filed herewith:

                 4.1  Certificate of Incorporation of the Registrant
                      (incorporated by reference from Exhibit 3.1 of
                      the Company's Registration Statement on Form
                      S-1 (33-80597)).

                 4.2  Bylaws of the Registrant (incorporated by
                      reference from Exhibit 3.2 of the Company's
                      Registration Statement on Form S-1 (33-
                      80597)).

                 4.3  Registrant's 1995 Stock Plan and form of
                      Option Agreement (incorporated by reference
                      from Exhibit 10.1 of the Company's
                      Registration Statement on Form S-1 (33-
                      80597)).

                 4.4  Registrant's 1995 Non-Employee Directors Stock
                      Option Plan and form of Option Agreement.

                 5.1  Opinion of Sheppard, Mullin, Richter & Hampton
                      LLP.

                 23.1 Consent of Deloitte & Touche LLP, independent
                      auditors.

                 23.2 Consent of Sheppard, Mullin, Richter &
                      Hampton LLP (included in Exhibit 5.1).

                 24.1 Power of Attorney (included in the Signature
                      Page).


       ITEM 9.   UNDERTAKINGS.

            (1)  The Registrant hereby undertakes:






                                Page 5 of 18             <PAGE>
                 (a)  To file, during any period in which offers or
                      sales are being made, a post-effective
                      amendment to this Registration Statement:

                      (i)  To include any prospectus required by
                           Section 10(a)(3) of the Securities Act of
                           1933;

                     (ii)  To reflect in the prospectus any facts or
                           events arising after the effective date
                           of the Registration Statement (or the
                           most recent post-effective amendment
                           thereof) which, individually or in the
                           aggregate, represent a fundamental change
                           in the information set forth in the
                           Registration Statement.  Notwithstanding
                           the foregoing, any increase or decrease
                           in volume of securities offered (if the
                           total dollar value of securities offered
                           would not exceed that which was
                           registered) and any deviation from the
                           low or high end of the estimated maximum
                           offering range may be reflected in the
                           form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in
                           the aggregate, the changes in volume and
                           price represent no more than a 20% change
                           in the maximum aggregate offering price
                           set forth in the "Calculation of
                           Registration Fee" table in the effective
                           registration statement.

                    (iii)  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;

                           Provided, however, that Para-
                           graphs (1)(a)(i) and (1)(a)(ii) do not
                           apply if the Registration Statement is on
                           Form S-3 or Form S-8 and the information
                           required to be included in a post-
                           effective amendment by those paragraphs
                           is contained in periodic reports filed
                           with or furnished to the Commission by
                           the Registrant pursuant to section 13 or
                           section 15(d) of the Securities Exchange
                           Act of 1934 that are incorporated by
                           reference in the Registration Statement.

                 (b)  That, for the purpose of determining any
                      liability under the Securities Act of 1933,
                      each such post-effective amendment shall be
                      deemed to be a new registration statement



                                Page 6 of 18             <PAGE>
                      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)  To remove from registration by means of a
                      post-effective amendment any of the securities
                      being registered which remain unsold at the
                      termination of the offering.

            (2)  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 section 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 the 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.

            (3)  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
            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
            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.













                                Page 7 of 18             <PAGE>
                                 SIGNATURES

                 Pursuant to the requirements of the Securities Act
       of 1933, as amended, 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
       Irvine, State of California, on August 13, 1996.


                                     MOSSIMO, INC.


                                     By /s/ Eric R. Hohl
                                        -------------------------
                                         Eric R. Hohl
                                         Chief Operating Officer,
                                         Chief Financial Officer
                                         and Secretary



                             POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each person
       whose signature appears below hereby constitutes and appoints
       Eric R. Hohl his or her true and lawful attorney-in-fact and
       agent, with full power of substitution and resubstitution,
       for him or her and in his or her name, place and stead, in
       any and all capacities, to sign any or all amendments
       (including pre-effective amendments and post-effective
       amendments) to this Registration Statement and to file the
       same with all 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 in and about
       the premises, as fully to all intents and purposes as he or
       she might or could do in person, hereby ratifying and
       confirming all that said attorney-in-fact and agent may
       lawfully do or cause to be done by virtue hereof.

















                                Page 8 of 18             <PAGE>
                 Pursuant to the requirements of the Securities Act
       of 1933, as amended, this Registration Statement has been
       signed below by the following persons in the capacities and
       on the dates indicated.


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

       /s/ Mossimo Giannulli    Chairman of the        August 13, 1996
       ---------------------    Board, President,
       Mossimo Giannulli        Chief Executive
                                Officer and Director
                                (principal executive
                                officer)

       /s/ Eric R. Hohl         Chief Operating        August 13, 1996
       ---------------------    Officer, Chief
       Eric R. Hohl             Financial Officer,
                                Secretary and
                                Director (principal
                                financial officer)

       /s/ Neal Potter          Controller             August 13, 1996
       ---------------------
       Neal Potter

































                                Page 9 of 18             <PAGE>
                               EXHIBIT INDEX
                               -------------


       Exhibit
       Number    Description                                 Page
       ----------------------------------------------------------

       4.1       Certificate of Incorporation of the
                 Registrant (incorporated by reference to
                 Exhibit 3.1 of the Company's Registration
                 Statement on Form S-1 (33-80597)).

       4.2       Bylaws of the Registrant (incorporated by
                 reference to Exhibit 3.2 of the Company's
                 Registration Statement on Form S-1 (33-
                 80597)).

       4.3       Registrant's 1995 Stock Plan and form of
                 Option Agreement (incorporated by reference
                 to Exhibit 10.1 of the Company's
                 Registration Statement on Form S-1 (33-
                 80597)).

       4.4       Registrant's 1995 Non-Employee Directors
                 Stock Option Plan.                              11

       5.1       Opinion of Sheppard, Mullin, Richter &
                 Hampton LLP.                                    16


       23.1      Consent of Deloitte & Touche L.L.P.,
                 independent auditors.                           18


       23.2      Consent of Sheppard, Mullin, Richter &
                 Hampton LLP (included in Exhibit 5.1).

       24.1      Power of Attorney (included in the
                 Signature Page).



















                               Page 10 of 18             <PAGE>
                                                    Exhibit 4.4


                               MOSSIMO, INC.
               1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
               ---------------------------------------------


            1.   PURPOSE.  Mossimo, Inc., a Delaware corporation
       (the "Company"), hereby establishes its 1995 Non-Employee
       Directors Stock Option Plan (the "Plan").  The purpose of the
       Plan is to provide non-employee directors with an opportunity
       to participate in the growth of the Company through stock
       ownership.

            2.   ELIGIBILITY.  Only non-employee directors of the
       Company shall be eligible to participate in the Plan.

            3.   STOCK AVAILABLE FOR OPTIONS UNDER THE PLAN. 
       Subject to adjustment as provided in Section 5 hereof, the
       aggregate number of shares of the common stock of the Company
       ("Common Stock") as to which options may be granted under the
       Plan shall not exceed 250,000 shares.  Any of such shares
       which may remain unsold and which are not subject to out-
       standing options at the termination of the Plan shall cease
       to be reserved for the purpose of the Plan, but until
       termination of the Plan, the Company shall at all times
       reserve a sufficient number of shares to meet the
       requirements of the Plan.

                 In the event that any option granted under the Plan
       shall expire or terminate for any reason, including
       termination by the voluntary surrender thereof for
       cancellation, without having been exercised in whole or in
       part, the unpurchased shares subject thereto shall again be
       available for options to be granted under the Plan.

            4.   STOCK OPTION.  The options granted under the Plan
       shall be evidenced by a written option agreement which shall
       contain the following terms and conditions:

                 a.   OPTION PRICE.  The option price of shares of
            Common Stock covered by each option shall be 100% of the
            fair market value of the Common Stock on the date such
            option is granted.  The fair market value shall be equal
            to (i) the closing sales price on such date of a share
            of Common Stock as reported on the principal securities
            exchange on which such shares of Common Stock are then
            listed or admitted to trading, or as reported on the
            National Association of Securities Dealers Automated
            Quotation ("Nasdaq") National Market System, or (ii) if
            not so reported, the average of the closing bid and ask
            prices on such date as reported on the Nasdaq System
            published in THE WALL STREET JOURNAL.





                               Page 11 of 18             <PAGE>
                 b.   NUMBER OF SHARES.

                      (i)  Each non-employee director shall auto-
            matically receive an option to purchase 30,000 shares of
            Common Stock on the date of his or her first election as
            a director (the "Initial Grant").

                      (ii) Each year, as of the date of the Annual
            Meeting of Stockholders of the Company, each non-
            employee director who has been elected or re-elected or
            who is continuing as a member of the Board of Directors
            as of the adjournment of the Annual Meeting (other than
            any non-employee director eligible for an initial grant
            pursuant to Section 4(b)(i) hereof by reason of first
            election at such meeting) shall automatically receive an
            option to purchase 3,000 shares of Common Stock (the
            "Annual Grant").

                 c.   EXPIRATION AND TERMINATION OF OPTIONS.

                      (i)  EXPIRATION.  Each option and all rights
            and obligations thereunder shall, subject to the
            provisions of Section 4(c)(ii) hereof, expire ten
            (10) years from the date of grant.

                     (ii)  TERMINATION.  In the event that an
            optionee shall cease to be a director of the Company for
            any reason other than a disability (as defined in
            Section 22(e)(3) of the Internal Revenue Code of 1986,
            as amended from time to time, herein "Disability") or
            death, the vesting of his or her options shall
            immediately and automatically terminate and the vested
            portion of the option at the time the optionee ceases to
            be a director shall be exercisable for one year
            subsequent to the date the optionee ceased to be a
            director unless such option would expire pursuant to
            Section 4(c)(i) hereof at an earlier date, in which case
            such option shall remain exercisable only until the
            earlier expiration date.  In the event that the optionee
            shall cease to be a director of the Company due to
            Disability, the portion of his or her options vested at
            the date the optionee ceased to be a director shall
            remain exercisable for five years after such cessation
            unless such options would expire pursuant to
            Section 4(c)(i) at an earlier date, in which case such
            options shall remain exercisable only until the earlier
            expiration date.  In the event that the optionee should
            die while a director of the Company or during the one
            year period following resignation as a director due to
            Disability, the portion of his or her options vested at
            the date the optionee ceased to be a director shall
            remain exercisable for five years after the date of the
            optionee's death, unless such options would expire
            pursuant to Section 4(c)(i) at an earlier date, in which
            case the options shall remain exercisable only until the
            earlier expiration date.



                               Page 12 of 18             <PAGE>

                 d.   NON-TRANSFERABILITY OF THE OPTIONS.  An option
            granted under the Plan may not be transferred otherwise
            than by will or the laws of descent and distribution or
            as permitted by Rule 16b-3 of the Securities Exchange
            Act of 1934, as amended, or successor rule or regulation
            ("Rule 16b-3").  An option granted under the Plan may,
            during the lifetime of the optionee to whom granted, be
            exercised only by such optionee, his or her guardian or
            legal representative, or by a transferee permitted by
            Rule 16b-3.

                 e.   EXERCISE OF OPTIONS.

                      (i)  Subject to the provisions of the Plan, an
            Initial Grant pursuant to Section 4(b)(i) shall be
            exercisable as follows:
                                                     Percentage
                  From               To             Exercisable
                  ----               --             -----------

            Date of Grant     Day prior to                0%
                              1st Anniversary

            1st Anniversary   Day prior to                50%
                              2nd Anniversary

            2nd Anniversary   Expiration Date            100%

                     (ii)  Subject to the provisions of the Plan, an
            Annual Grant pursuant to Section 4(b)(ii) shall be
            exercisable in full beginning on the first anniversary
            date of the date of grant.

                    (iii)  Options may be exercised by giving
            written notice to the Secretary of the Company stating
            the number of shares of Common Stock with respect to
            which the option is being exercised and tendering
            payment therefor.  Payment for shares of Common Stock
            shall be made in full at the time that an option or any
            part thereof is exercised.  Payment may be made (i) in
            cash, or (ii) by delivery of shares of stock of the
            Company held by optionee, which shares shall be valued,
            for purposes of payment, at their fair market value on
            the date of payment, determined in accordance with
            procedures established in Subsection 4(a).

            5.   CAPITAL ADJUSTMENTS AND CHANGES IN THE COMPANY.  In
       the event of any stock dividend, stock split, exchange of
       shares, recapitalization, subdivision or consolidation of
       shares, or other similar transaction, the aggregate number of
       shares available under the Plan, the number of shares subject
       to each outstanding option and the option price per share,
       shall all be proportionately adjusted.





                               Page 13 of 18             <PAGE>
                 In the event the Company shall be a party to a
       transaction involving a sale of substantially all its assets,
       a merger or a consolidation, all then outstanding options
       under the Plan may be cancelled by the Company as of the
       effective date of any such transaction by giving notice to
       each optionee of its intention to do so and by permitting the
       exercise, during the 30-day period preceding the effective
       date of such transaction, of all partly or wholly unexercised
       options in full, including the portion not yet exercisable
       pursuant to the vesting schedule set forth in Subsection 4(e)
       above.

                 In the case of dissolution of the Company (other
       than a dissolution following a sale of substantially all of
       the Company's assets), every option outstanding hereunder
       shall terminate; provided, however, that each optionee shall
       have 30 days' prior written notice of such event, during
       which time the optionee shall have a right to exercise any
       partly or wholly unexercised option in full, including the
       portion not yet exercisable pursuant to the vesting schedule
       set forth in Subsection 4(e) above.

            6.   NO OBLIGATION.  The granting of an option shall
       impose no obligation on the Company to continue optionee's
       service as a director for any period.

            7.   LEGAL AND OTHER REQUIREMENTS.  The obligation of
       the Company to issue or transfer shares of Common Stock under
       options granted under the Plan shall be subject to all
       applicable laws, regulations, rules and approvals including,
       but not by way of limitation, the effectiveness of a
       registration statement under the Securities Act of 1933, as
       amended, the qualification of the options and the shares of
       Common Stock reserved for issuance upon exercise of options
       under applicable state securities laws, the satisfaction of
       applicable listing requirements of the principal securities
       exchange on which the Company's Common Stock is listed or
       admitted to trading, if deemed necessary or appropriate by
       the Company, and the payment by the optionee to the Company,
       upon its demand, of such amount or in lieu thereof, of such
       number of shares of Common Stock of the Company as may be
       requested by the Company for the purpose of satisfying any
       liability to withhold federal, state or local income or other
       taxes incurred by reason of the exercise of such options or
       the delivery of shares of Common Stock incident thereto.

            8.   TERMINATION AND AMENDMENT OF PLAN.  The Board of
       Directors, without further action on the part of the
       stockholders, may suspend or terminate the Plan except that
       no such action may materially and adversely affect any
       outstanding option without the consent of the optionee.  Only
       if and to the extent stockholder approval is necessary to
       allow this Plan to meet the conditions of Rule 16b-3, the
       Board of Directors shall obtain stockholder approval of any
       amendments to this Plan which would: (a) materially increase
       the benefits accruing to participants under the Plan,



                               Page 14 of 18             <PAGE>
       (b) materially increase the number of securities which may be
       issued under the Plan, or (c) materially modify the
       requirements as to eligibility for participation in the Plan. 
       This Plan may not be amended more than once every six months,
       other than to comport with changes in the Internal Revenue
       Code, the Employee Retirement Income Security Act or the
       rules thereunder.

            9.   EFFECTIVE DATE AND DURATION OF PLAN.  This Plan
       shall become effective as of December 15, 1995, the date of
       its adoption by the Board of Directors ("Effective Date"),
       subject to ratification by the stockholders of the Company
       within twelve months of the adoption date.  No options may be
       granted under this Plan subsequent to the date which is
       10 years from the Effective Date.  The Plan shall continue in
       effect, however, insofar as is necessary to complete all the
       Company's obligations under outstanding options and to
       conclude the administration of the Plan. 

            10.  GOVERNING LAW.  The Plan and all agreements
       hereunder shall be construed in accordance with and be
       governed by the laws of the State of Delaware.





































                               Page 15 of 18             <PAGE>
                                                    Exhibit 5.1


                  SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
        (a limited partnership including professional corporations)
                              Attorneys At Law
                             Forty-Eighth Floor
                           333 South Hope Street
                    Los Angeles, California  90071-1448
                          Telephone (213) 620-1780
                                    ----
                          Facsimile (213) 620-1398


                    August 13, 1996


       Mossimo, Inc.
       15320 Barranca Parkway
       Irvine, California


       Ladies and Gentlemen:

                 We have acted as counsel to Mossimo, Inc. (the
       "Company").  This opinion is rendered in connection with the
       filing of a Registration Statement on Form S-8 (the
       "Registration Statement") under the Securities Act of 1933,
       as amended, relating to the offer of up to 1,750,000 shares
       of Common Stock of the Company, to be issued pursuant to the
       1995 Stock Plan and 1995 Non-Employee Directors Stock Option
       Plan (collectively, the "Plans").

                 In the preparation of this opinion, we have
       examined originals or copies of such documents as we have
       deemed necessary or advisable in order to render the opinion
       set forth below.  In rendering the opinion set forth below,
       we have assumed:

                 a.   The genuineness of all signatures, the authen-
       ticity of all documents submitted to us as originals, the
       conformity to the originals of all documents submitted to us
       as copies, and the authenticity of all such originals.

                 b.   The due authorization, execution and delivery
       of the Registration Statement and the documents and
       instruments referred to therein by and on behalf of all
       parties thereto.

                 c.   The issuance of Common Stock in accordance
       with the terms of the Plans and agreements thereunder.

                 On the basis of the foregoing and subject to the
       qualifications and limitations set forth below, it is our
       opinion that the Common Stock covered by the Registration




                               Page 16 of 18             <PAGE>
       Statement, when issued and paid for in accordance with the
       Plans, will be legally issued, fully paid and nonassessable.

                 This opinion speaks only as of the date hereof and
       is based solely upon the existing laws of the United States
       and the State of California, and the General Corporation Law
       of the State of Delaware, and we express no opinion, and none
       should be inferred, as to any other laws.

                 This opinion may not be relied upon by any other
       person or for any other purpose, nor may it be quoted from or
       referred to, or copies delivered to any other person, without
       our prior written consent.  We hereby consent to the
       inclusion of this opinion as an exhibit in the Registration
       Statement.


                      Respectfully submitted,



                      /s/ Sheppard, Mullin, Richter & Hampton LLP





































                               Page 17 of 18             <PAGE>
                                                    Exhibit 23.1

                       INDEPENDENT AUDITORS' CONSENT
                       -----------------------------


       We consent to the incorporation by reference in this
       Registration Statement of Mossimo, Inc. on Form S-8 of our
       report dated January 23, 1996 (February 15, 1996 as to the
       effects of the stock split described in Note 15), appearing
       in the Prospectus, which is part of the Registration
       Statement (No. 33-80597) on Form S-1, as amended, of Mossimo,
       Inc.


       /s/ Deloitte & Touche LLP

       Costa Mesa, California
       August 12, 1996








































                               Page 18 of 18
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 40344}]
{"company-data": {"conformed-name": "MOSSIMO INC", "cik": "0001005181", "assigned-sic": "2320", "irs-number": "330684524", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10071", "film-number": "96610522"}, "business-address": {"street1": "15320 BARRANCA PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "7144531300"}, "mail-address": {"street1": "15320 BARRANCA PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92718"}}
As filed with the Securities and Exchange Commission
                             on August 13, 1996
                                    Registration No. 333-___________
       -------------------------------------------------------------
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                     ----------------------------------
                                  FORM S-8
                                  --------
          Registration Statement Under the Securities Act of 1933
          -------------------------------------------------------
                               MOSSIMO, INC.
                               -------------
           (Exact name of registrant as specified in its charter)

            Delaware                                  33-0684524
       -------------------------------           ------------------
       (State or other jurisdiction of            (I.R.S. Employer  
       incorporation or organization)            Identification No.)

              15320 Barranca Parkway, Irvine, California 92718
              ------------------------------------------------
           (Address of Principal Executive Offices)   (Zip Code)

                              1995 STOCK PLAN
               1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                         (Full title of the plans)

                                ERIC R. HOHL
                          CHIEF OPERATING OFFICER
                               MOSSIMO, INC.
                           15320 Barranca Parkway
                          Irvine, California 92718
                               (714) 453-1300
         (Name, address and telephone number of agent for service)
                   --------------------------------------
                                 Copies to:

                           Jon W. Newby, Esquire
                  Sheppard, Mullin, Richter & Hampton LLP
                     333 South Hope Street, 48th Floor
                       Los Angeles, California 90071
                   --------------------------------------

                      CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------
                            Proposed
  Title of                  maximum
  securities    Amount      offering    Proposed maximum     Amount of
  to be         to be       price per   aggregate offering   registration
  registered    registered  unit        price                fee 
  -----------------------------------------------------------------------
  Common Stock
  $.001 par     1,750,000
  value         Shares
$40.50
$ 70,875,000
$ 24,440
-----------------------------------------------------------------------

                                Page 1 of 18
Pursuant to Rule 416, this Registration Statement also
            covers such additional securities as may become issuable
            pursuant to the anti-dilution provisions of the Plans.
Estimated solely for purposes of calculating the
            registration fee.
Pursuant to Rule 457(h), the offering price and
            registration fee have been calculated based upon the
            average of the high and low prices of Common Stock
            quoted on the New York Stock Exchange on August 9, 1996,
            a day within five business days prior to the filing of
            this Registration Statement.

                        Exhibit Index is on page 10

                                Page 2 of 18
PART I    INFORMATION REQUIRED IN THE SECTION 10(a)
                 PROSPECTUS
                 -----------------------------------------

       ITEM 1.   PLAN INFORMATION<*>

       ITEM 2.   REGISTRANT INFORMATION<*>

       [FN]
       <*>  Information required by Part I to be contained in the
            Section 10(a) prospectus is omitted from this
            registration statement in accordance with the Note in
            Part I of Form S-8.

       PART II   INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------

       ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

                 The following documents filed by Mossimo, Inc. (the
       "Company" or the "Registrant") with the Securities and
       Exchange Commission (the "Commission") are hereby
       incorporated by reference:

                 (a)  The Prospectus dated February 22, 1996 filed
                      pursuant to Rule 424(b) as part of the
                      Company's Registration Statement on Form S-1,
                      as amended (Registration No. 33-80597),
                      originally filed on December 20, 1995, which
                      includes a description of the Company's Common
                      Stock, $.001 par value;

                 (b)  The description of the Company's Common Stock
                      included in its Registration Statement on
                      Form 8-A, filed February 14, 1996, as amended;

                 (c)  The Company's Quarterly Report on Form 10-Q
                      for the quarter ended March 31, 1996; and

                 (d)  All other reports filed under Section 13(a) or
                      15(d) of the Exchange Act since the end of the
                      most recent fiscal year.

                 All documents subsequently filed by the Company
       pursuant to Section 13(a), 13(c), 14 and 15(d) of the
       Securities Exchange Act of 1934, as amended, prior to the
       filing of a post-effective amendment which indicates that all
       securities offered have been sold or which deregisters all
       securities then remaining unsold, shall be deemed to be
       incorporated by reference in this Registration Statement and
       to be a part hereof from the date of filing of such
       documents.  Copies of these documents will not be filed with
       this Registration Statement.  Any statement contained herein
       or in a document incorporated or deemed to be incorporated by

                                Page 3 of 18
reference herein shall be deemed to be modified or superseded
       for purposes of this Registration Statement to the extent
       that such statement is modified or superseded by a
       subsequently filed document which also is or is deemed to be
       incorporated by reference herein.  Any such statement so
       modified or superseded shall not be deemed to constitute a
       part of this Registration Statement except as so modified or
       superseded.

       ITEM 4.   DESCRIPTION OF SECURITIES.

                 Not Applicable.

       ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not Applicable.

       ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 As permitted by Section 145 of the Delaware General
       Corporation Law, the Certificate of Incorporation and Bylaws
       of the Registrant provide that:  (i) the Registrant is
       required to indemnify its directors and officers and may
       indemnify its other employees and agents, and persons serving
       in such capacities in other business enterprises (including,
       for example, subsidiaries of the Registrant) at the
       Registrant's request, to the fullest extent permitted by
       Delaware law, including those circumstances in which
       indemnification would otherwise be discretionary; (ii) the
       Registrant is required to advance expenses to such directors
       and officers and may advance expenses to such other employees
       and agents in connection with investigating, defending,
       settling and appealing a proceeding (except that it is not
       required to advance expenses to a person against whom the
       Registrant brings a claim for breach of the duty of loyalty,
       failure to act in good faith, intentional misconduct, knowing
       violation of law or deriving an improper personal benefit);
       (iii) the rights conferred in the Bylaws are not exclusive
       and the Registrant is authorized to enter into
       indemnification agreements with such directors, officers,
       employees and agents; (iv) the Registrant may maintain
       director and officer liability insurance to the extent
       reasonably available; and (v) the Registrant may not
       retroactively amend the Certificate of Incorporation or Bylaw
       provisions in a way that is adverse to such directors,
       officers, employees and agents.  The Registrant has also
       entered into agreements with its directors and certain of its
       officers indemnifying them to the fullest extent permitted by
       the foregoing.  These indemnification provisions, and the
       Indemnification Agreements entered into between the
       Registrant and its directors and certain of its officers, may
       be sufficiently broad to permit indemnification of the
       Registrants' officers and directors for liabilities arising

                                Page 4 of 18
under the Securities Act of 1933, as amended.  The Company
       has purchased and has currently in force a directors' and
       officers' liability insurance policy in the face amount of
       $10,000,000, which covers certain liabilities of directors
       and officers arising out of claims based on certain acts and
       omissions by them in their capacity as directors and
       officers.

       ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

                 Not Applicable.

       ITEM 8.   EXHIBITS.

                 The following exhibits are filed herewith:

                 4.1  Certificate of Incorporation of the Registrant
                      (incorporated by reference from Exhibit 3.1 of
                      the Company's Registration Statement on Form
                      S-1 (33-80597)).

                 4.2  Bylaws of the Registrant (incorporated by
                      reference from Exhibit 3.2 of the Company's
                      Registration Statement on Form S-1 (33-
                      80597)).

                 4.3  Registrant's 1995 Stock Plan and form of
                      Option Agreement (incorporated by reference
                      from Exhibit 10.1 of the Company's
                      Registration Statement on Form S-1 (33-
                      80597)).

                 4.4  Registrant's 1995 Non-Employee Directors Stock
                      Option Plan and form of Option Agreement.

                 5.1  Opinion of Sheppard, Mullin, Richter & Hampton
                      LLP.

                 23.1 Consent of Deloitte & Touche LLP, independent
                      auditors.

                 23.2 Consent of Sheppard, Mullin, Richter &
                      Hampton LLP (included in Exhibit 5.1).

                 24.1 Power of Attorney (included in the Signature
                      Page).

       ITEM 9.   UNDERTAKINGS.

            (1)  The Registrant hereby undertakes:

                                Page 5 of 18
(a)  To file, during any period in which offers or
                      sales are being made, a post-effective
                      amendment to this Registration Statement:

                      (i)  To include any prospectus required by
                           Section 10(a)(3) of the Securities Act of
                           1933;

                     (ii)  To reflect in the prospectus any facts or
                           events arising after the effective date
                           of the Registration Statement (or the
                           most recent post-effective amendment
                           thereof) which, individually or in the
                           aggregate, represent a fundamental change
                           in the information set forth in the
                           Registration Statement.  Notwithstanding
                           the foregoing, any increase or decrease
                           in volume of securities offered (if the
                           total dollar value of securities offered
                           would not exceed that which was
                           registered) and any deviation from the
                           low or high end of the estimated maximum
                           offering range may be reflected in the
                           form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in
                           the aggregate, the changes in volume and
                           price represent no more than a 20% change
                           in the maximum aggregate offering price
                           set forth in the "Calculation of
                           Registration Fee" table in the effective
                           registration statement.

                    (iii)  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;

                           Provided, however, that Para-
                           graphs (1)(a)(i) and (1)(a)(ii) do not
                           apply if the Registration Statement is on
                           Form S-3 or Form S-8 and the information
                           required to be included in a post-
                           effective amendment by those paragraphs
                           is contained in periodic reports filed
                           with or furnished to the Commission by
                           the Registrant pursuant to section 13 or
                           section 15(d) of the Securities Exchange
                           Act of 1934 that are incorporated by
                           reference in the Registration Statement.

                 (b)  That, for the purpose of determining any
                      liability under the Securities Act of 1933,
                      each such post-effective amendment shall be
                      deemed to be a new registration statement

                                Page 6 of 18
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)  To remove from registration by means of a
                      post-effective amendment any of the securities
                      being registered which remain unsold at the
                      termination of the offering.

            (2)  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 section 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 the 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.

            (3)  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
            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
            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.

                                Page 7 of 18
SIGNATURES

                 Pursuant to the requirements of the Securities Act
       of 1933, as amended, 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
       Irvine, State of California, on August 13, 1996.

                                     MOSSIMO, INC.

                                     By /s/ Eric R. Hohl
                                        -------------------------
                                         Eric R. Hohl
                                         Chief Operating Officer,
                                         Chief Financial Officer
                                         and Secretary

                             POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each person
       whose signature appears below hereby constitutes and appoints
       Eric R. Hohl his or her true and lawful attorney-in-fact and
       agent, with full power of substitution and resubstitution,
       for him or her and in his or her name, place and stead, in
       any and all capacities, to sign any or all amendments
       (including pre-effective amendments and post-effective
       amendments) to this Registration Statement and to file the
       same with all 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 in and about
       the premises, as fully to all intents and purposes as he or
       she might or could do in person, hereby ratifying and
       confirming all that said attorney-in-fact and agent may
       lawfully do or cause to be done by virtue hereof.

                                Page 8 of 18
Pursuant to the requirements of the Securities Act
       of 1933, as amended, this Registration Statement has been
       signed below by the following persons in the capacities and
       on the dates indicated.

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

       /s/ Mossimo Giannulli    Chairman of the        August 13, 1996
       ---------------------    Board, President,
       Mossimo Giannulli        Chief Executive
                                Officer and Director
                                (principal executive
                                officer)

       /s/ Eric R. Hohl         Chief Operating        August 13, 1996
       ---------------------    Officer, Chief
       Eric R. Hohl             Financial Officer,
                                Secretary and
                                Director (principal
                                financial officer)

       /s/ Neal Potter          Controller             August 13, 1996
       ---------------------
       Neal Potter

                                Page 9 of 18
EXHIBIT INDEX
                               -------------

       Exhibit
       Number    Description                                 Page
       ----------------------------------------------------------

       4.1       Certificate of Incorporation of the
                 Registrant (incorporated by reference to
                 Exhibit 3.1 of the Company's Registration
                 Statement on Form S-1 (33-80597)).

       4.2       Bylaws of the Registrant (incorporated by
                 reference to Exhibit 3.2 of the Company's
                 Registration Statement on Form S-1 (33-
                 80597)).

       4.3       Registrant's 1995 Stock Plan and form of
                 Option Agreement (incorporated by reference
                 to Exhibit 10.1 of the Company's
                 Registration Statement on Form S-1 (33-
                 80597)).

       4.4       Registrant's 1995 Non-Employee Directors
                 Stock Option Plan.                              11

       5.1       Opinion of Sheppard, Mullin, Richter &
                 Hampton LLP.                                    16

       23.1      Consent of Deloitte & Touche L.L.P.,
                 independent auditors.                           18

       23.2      Consent of Sheppard, Mullin, Richter &
                 Hampton LLP (included in Exhibit 5.1).

       24.1      Power of Attorney (included in the
                 Signature Page).

                               Page 10 of 18
Exhibit 4.4

                               MOSSIMO, INC.
               1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
               ---------------------------------------------

            1.   PURPOSE.  Mossimo, Inc., a Delaware corporation
       (the "Company"), hereby establishes its 1995 Non-Employee
       Directors Stock Option Plan (the "Plan").  The purpose of the
       Plan is to provide non-employee directors with an opportunity
       to participate in the growth of the Company through stock
       ownership.

            2.   ELIGIBILITY.  Only non-employee directors of the
       Company shall be eligible to participate in the Plan.

            3.   STOCK AVAILABLE FOR OPTIONS UNDER THE PLAN. 
       Subject to adjustment as provided in Section 5 hereof, the
       aggregate number of shares of the common stock of the Company
       ("Common Stock") as to which options may be granted under the
       Plan shall not exceed 250,000 shares.  Any of such shares
       which may remain unsold and which are not subject to out-
       standing options at the termination of the Plan shall cease
       to be reserved for the purpose of the Plan, but until
       termination of the Plan, the Company shall at all times
       reserve a sufficient number of shares to meet the
       requirements of the Plan.

                 In the event that any option granted under the Plan
       shall expire or terminate for any reason, including
       termination by the voluntary surrender thereof for
       cancellation, without having been exercised in whole or in
       part, the unpurchased shares subject thereto shall again be
       available for options to be granted under the Plan.

            4.   STOCK OPTION.  The options granted under the Plan
       shall be evidenced by a written option agreement which shall
       contain the following terms and conditions:

                 a.   OPTION PRICE.  The option price of shares of
            Common Stock covered by each option shall be 100% of the
            fair market value of the Common Stock on the date such
            option is granted.  The fair market value shall be equal
            to (i) the closing sales price on such date of a share
            of Common Stock as reported on the principal securities
            exchange on which such shares of Common Stock are then
            listed or admitted to trading, or as reported on the
            National Association of Securities Dealers Automated
            Quotation ("Nasdaq") National Market System, or (ii) if
            not so reported, the average of the closing bid and ask
            prices on such date as reported on the Nasdaq System
            published in THE WALL STREET JOURNAL.

                               Page 11 of 18
b.   NUMBER OF SHARES.

                      (i)  Each non-employee director shall auto-
            matically receive an option to purchase 30,000 shares of
            Common Stock on the date of his or her first election as
            a director (the "Initial Grant").

                      (ii) Each year, as of the date of the Annual
            Meeting of Stockholders of the Company, each non-
            employee director who has been elected or re-elected or
            who is continuing as a member of the Board of Directors
            as of the adjournment of the Annual Meeting (other than
            any non-employee director eligible for an initial grant
            pursuant to Section 4(b)(i) hereof by reason of first
            election at such meeting) shall automatically receive an
            option to purchase 3,000 shares of Common Stock (the
            "Annual Grant").

                 c.   EXPIRATION AND TERMINATION OF OPTIONS.

                      (i)  EXPIRATION.  Each option and all rights
            and obligations thereunder shall, subject to the
            provisions of Section 4(c)(ii) hereof, expire ten
            (10) years from the date of grant.

                     (ii)  TERMINATION.  In the event that an
            optionee shall cease to be a director of the Company for
            any reason other than a disability (as defined in
            Section 22(e)(3) of the Internal Revenue Code of 1986,
            as amended from time to time, herein "Disability") or
            death, the vesting of his or her options shall
            immediately and automatically terminate and the vested
            portion of the option at the time the optionee ceases to
            be a director shall be exercisable for one year
            subsequent to the date the optionee ceased to be a
            director unless such option would expire pursuant to
            Section 4(c)(i) hereof at an earlier date, in which case
            such option shall remain exercisable only until the
            earlier expiration date.  In the event that the optionee
            shall cease to be a director of the Company due to
            Disability, the portion of his or her options vested at
            the date the optionee ceased to be a director shall
            remain exercisable for five years after such cessation
            unless such options would expire pursuant to
            Section 4(c)(i) at an earlier date, in which case such
            options shall remain exercisable only until the earlier
            expiration date.  In the event that the optionee should
            die while a director of the Company or during the one
            year period following resignation as a director due to
            Disability, the portion of his or her options vested at
            the date the optionee ceased to be a director shall
            remain exercisable for five years after the date of the
            optionee's death, unless such options would expire
            pursuant to Section 4(c)(i) at an earlier date, in which
            case the options shall remain exercisable only until the
            earlier expiration date.

                               Page 12 of 18
d.   NON-TRANSFERABILITY OF THE OPTIONS.  An option
            granted under the Plan may not be transferred otherwise
            than by will or the laws of descent and distribution or
            as permitted by Rule 16b-3 of the Securities Exchange
            Act of 1934, as amended, or successor rule or regulation
            ("Rule 16b-3").  An option granted under the Plan may,
            during the lifetime of the optionee to whom granted, be
            exercised only by such optionee, his or her guardian or
            legal representative, or by a transferee permitted by
            Rule 16b-3.

                 e.   EXERCISE OF OPTIONS.

                      (i)  Subject to the provisions of the Plan, an
            Initial Grant pursuant to Section 4(b)(i) shall be
            exercisable as follows:
                                                     Percentage
                  From               To             Exercisable
                  ----               --             -----------

            Date of Grant     Day prior to                0%
                              1st Anniversary

            1st Anniversary   Day prior to                50%
                              2nd Anniversary

            2nd Anniversary   Expiration Date            100%

                     (ii)  Subject to the provisions of the Plan, an
            Annual Grant pursuant to Section 4(b)(ii) shall be
            exercisable in full beginning on the first anniversary
            date of the date of grant.

                    (iii)  Options may be exercised by giving
            written notice to the Secretary of the Company stating
            the number of shares of Common Stock with respect to
            which the option is being exercised and tendering
            payment therefor.  Payment for shares of Common Stock
            shall be made in full at the time that an option or any
            part thereof is exercised.  Payment may be made (i) in
            cash, or (ii) by delivery of shares of stock of the
            Company held by optionee, which shares shall be valued,
            for purposes of payment, at their fair market value on
            the date of payment, determined in accordance with
            procedures established in Subsection 4(a).

            5.   CAPITAL ADJUSTMENTS AND CHANGES IN THE COMPANY.  In
       the event of any stock dividend, stock split, exchange of
       shares, recapitalization, subdivision or consolidation of
       shares, or other similar transaction, the aggregate number of
       shares available under the Plan, the number of shares subject
       to each outstanding option and the option price per share,
       shall all be proportionately adjusted.

                               Page 13 of 18
In the event the Company shall be a party to a
       transaction involving a sale of substantially all its assets,
       a merger or a consolidation, all then outstanding options
       under the Plan may be cancelled by the Company as of the
       effective date of any such transaction by giving notice to
       each optionee of its intention to do so and by permitting the
       exercise, during the 30-day period preceding the effective
       date of such transaction, of all partly or wholly unexercised
       options in full, including the portion not yet exercisable
       pursuant to the vesting schedule set forth in Subsection 4(e)
       above.

                 In the case of dissolution of the Company (other
       than a dissolution following a sale of substantially all of
       the Company's assets), every option outstanding hereunder
       shall terminate; provided, however, that each optionee shall
       have 30 days' prior written notice of such event, during
       which time the optionee shall have a right to exercise any
       partly or wholly unexercised option in full, including the
       portion not yet exercisable pursuant to the vesting schedule
       set forth in Subsection 4(e) above.

            6.   NO OBLIGATION.  The granting of an option shall
       impose no obligation on the Company to continue optionee's
       service as a director for any period.

            7.   LEGAL AND OTHER REQUIREMENTS.  The obligation of
       the Company to issue or transfer shares of Common Stock under
       options granted under the Plan shall be subject to all
       applicable laws, regulations, rules and approvals including,
       but not by way of limitation, the effectiveness of a
       registration statement under the Securities Act of 1933, as
       amended, the qualification of the options and the shares of
       Common Stock reserved for issuance upon exercise of options
       under applicable state securities laws, the satisfaction of
       applicable listing requirements of the principal securities
       exchange on which the Company's Common Stock is listed or
       admitted to trading, if deemed necessary or appropriate by
       the Company, and the payment by the optionee to the Company,
       upon its demand, of such amount or in lieu thereof, of such
       number of shares of Common Stock of the Company as may be
       requested by the Company for the purpose of satisfying any
       liability to withhold federal, state or local income or other
       taxes incurred by reason of the exercise of such options or
       the delivery of shares of Common Stock incident thereto.

            8.   TERMINATION AND AMENDMENT OF PLAN.  The Board of
       Directors, without further action on the part of the
       stockholders, may suspend or terminate the Plan except that
       no such action may materially and adversely affect any
       outstanding option without the consent of the optionee.  Only
       if and to the extent stockholder approval is necessary to
       allow this Plan to meet the conditions of Rule 16b-3, the
       Board of Directors shall obtain stockholder approval of any
       amendments to this Plan which would: (a) materially increase
       the benefits accruing to participants under the Plan,

                               Page 14 of 18
(b) materially increase the number of securities which may be
       issued under the Plan, or (c) materially modify the
       requirements as to eligibility for participation in the Plan. 
       This Plan may not be amended more than once every six months,
       other than to comport with changes in the Internal Revenue
       Code, the Employee Retirement Income Security Act or the
       rules thereunder.

            9.   EFFECTIVE DATE AND DURATION OF PLAN.  This Plan
       shall become effective as of December 15, 1995, the date of
       its adoption by the Board of Directors ("Effective Date"),
       subject to ratification by the stockholders of the Company
       within twelve months of the adoption date.  No options may be
       granted under this Plan subsequent to the date which is
       10 years from the Effective Date.  The Plan shall continue in
       effect, however, insofar as is necessary to complete all the
       Company's obligations under outstanding options and to
       conclude the administration of the Plan. 

            10.  GOVERNING LAW.  The Plan and all agreements
       hereunder shall be construed in accordance with and be
       governed by the laws of the State of Delaware.

                               Page 15 of 18
Exhibit 5.1

                  SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
        (a limited partnership including professional corporations)
                              Attorneys At Law
                             Forty-Eighth Floor
                           333 South Hope Street
                    Los Angeles, California  90071-1448
                          Telephone (213) 620-1780
                                    ----
                          Facsimile (213) 620-1398

                    August 13, 1996

       Mossimo, Inc.
       15320 Barranca Parkway
       Irvine, California

       Ladies and Gentlemen:

                 We have acted as counsel to Mossimo, Inc. (the
       "Company").  This opinion is rendered in connection with the
       filing of a Registration Statement on Form S-8 (the
       "Registration Statement") under the Securities Act of 1933,
       as amended, relating to the offer of up to 1,750,000 shares
       of Common Stock of the Company, to be issued pursuant to the
       1995 Stock Plan and 1995 Non-Employee Directors Stock Option
       Plan (collectively, the "Plans").

                 In the preparation of this opinion, we have
       examined originals or copies of such documents as we have
       deemed necessary or advisable in order to render the opinion
       set forth below.  In rendering the opinion set forth below,
       we have assumed:

                 a.   The genuineness of all signatures, the authen-
       ticity of all documents submitted to us as originals, the
       conformity to the originals of all documents submitted to us
       as copies, and the authenticity of all such originals.

                 b.   The due authorization, execution and delivery
       of the Registration Statement and the documents and
       instruments referred to therein by and on behalf of all
       parties thereto.

                 c.   The issuance of Common Stock in accordance
       with the terms of the Plans and agreements thereunder.

                 On the basis of the foregoing and subject to the
       qualifications and limitations set forth below, it is our
       opinion that the Common Stock covered by the Registration

                               Page 16 of 18
Statement, when issued and paid for in accordance with the
       Plans, will be legally issued, fully paid and nonassessable.

                 This opinion speaks only as of the date hereof and
       is based solely upon the existing laws of the United States
       and the State of California, and the General Corporation Law
       of the State of Delaware, and we express no opinion, and none
       should be inferred, as to any other laws.

                 This opinion may not be relied upon by any other
       person or for any other purpose, nor may it be quoted from or
       referred to, or copies delivered to any other person, without
       our prior written consent.  We hereby consent to the
       inclusion of this opinion as an exhibit in the Registration
       Statement.

                      Respectfully submitted,

                      /s/ Sheppard, Mullin, Richter & Hampton LLP

                               Page 17 of 18
Exhibit 23.1

                       INDEPENDENT AUDITORS' CONSENT
                       -----------------------------

       We consent to the incorporation by reference in this
       Registration Statement of Mossimo, Inc. on Form S-8 of our
       report dated January 23, 1996 (February 15, 1996 as to the
       effects of the stock split described in Note 15), appearing
       in the Prospectus, which is part of the Registration
       Statement (No. 33-80597) on Form S-1, as amended, of Mossimo,
       Inc.

       /s/ Deloitte & Touche LLP

       Costa Mesa, California
       August 12, 1996

                               Page 18 of 18