As filed with the Securities and Exchange Commission on _________, 2001.
                                                       Registration No. 333-____


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                           __________________________

                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933

                           __________________________

                             YOUNG INNOVATIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                     MISSOURI                        43-1718931
          (State or Other Jurisdiction of         (I.R.S. Employer
          Incorporation or Organization)         Identification No.)

                              13705 SHORELINE COURT
                           EARTH CITY, MISSOURI 63045
                    (Address of Principal Executive Offices)

                             YOUNG INNOVATIONS, INC.
                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)

                GEORGE E. RICHMOND                 Telephone number,
              CHIEF EXECUTIVE OFFICER            including area code,
              YOUNG INNOVATIONS, INC.            of agent for service:
               13705 SHORELINE COURT                (314) 344-0010
            EARTH CITY, MISSOURI 63045
      (Name and Address of Agent For Service)

<TABLE>
<CAPTION>

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

                         CALCULATION OF REGISTRATION FEE

                                                            Proposed        Proposed
               Title of                                      Maximum         Maximum
              Securities                  Amount            Offering        Aggregate        Amount of
                 to be                     to be              Price         Offering       Registration
              Registered                Registered1        Per Share2        Price2             Fee
----------------------------------------------------------------------------------------------------------

<S>                                   <C>                    <C>          <C>               <C>
Common Stock, par value               500,000 Shares         $20.00       $10,000,000.00    $2,500.00
$0.01 per share

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

1  An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of
   the plan become operative.

2  Estimated solely for the purpose of calculating the registration fee in accordance with rule 457(c) and
   (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the
   Common Stock as reported on the Nasdaq National Market System on May 20, 2001.

</TABLE>


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

                  Pursuant to General Instruction E of Form S-8, the
Registration Statement on Form S-8 filed by Young Innovations, Inc. (the
"Company") (File No. 333-65673) with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference.

                  The following documents are also incorporated by reference:

                           (1) The Annual Report of the Company on Form 10-K for
the fiscal year ended December 31, 2000, which has heretofore been filed by the
Company with the Commission pursuant tot he Securities Exchange Act of 1934, as
amended (the "1934 Act").

                           (2) The Company's Quarterly Report on Form 10-Q for
the quarter period ended March 31, 2001, which has heretofore been filed by the
Company with the Commission pursuant to the 1934 Act.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

                  Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration statement
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 of this registration statement.

Item 8.  Exhibits.
         --------

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         ------------

                  The registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Act"), each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.



                                      II-1

<PAGE>

                  (3) That, for the purposes of determining any liability under
the Act, 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.

                  (4) 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.

                  (5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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 Act
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 Act and will be governed by the final adjudication of
such issue.



                                      II-2

<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the undersigned 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 Earth City, State of Missouri, on
the 24th day of May, 2001.

                                           YOUNG INNOVATIONS, INC.


                                           By: /s/ George E. Richmond
                                              ----------------------------------
                                              George E. Richmond,
                                              Chief Executive Officer



                                POWER OF ATTORNEY

                  We, the undersigned officers and directors of Young
Innovations, Inc., hereby severally constitute George E. Richmond and Alfred E.
Brennan, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable Young Innovations, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 24th day of May, 2001.

           Signature                             Title


/s/ George E. Richmond
_______________________________  Chief Executive Officer and Director
      George E. Richmond         (Principal Executive Officer)

/s/ Alfred E. Brennan
_______________________________  President, Chief Operating Officer and Director
       Alfred E. Brennan         (Principal Financial Officer)

/s/ Arthur L. Herbst, Jr.
_______________________________  Chief Financial Officer and Director
     Arthur L. Herbst, Jr.       (Principal Accounting Officer)

/s/ Richard G. Richmond
_______________________________  Director
      Richard G. Richmond



                                      II-3


<PAGE>


/s/ Richard P. Conerly
_______________________________  Director
      Richard P. Conerly

/s/ Craig E. LaBarge
_______________________________  Director
       Craig E. LaBarge

/s/ Connie H. Drisko
_______________________________  Director
     Connie H. Drisko, DDS

/s/ James R. O'Brien
_______________________________  Director
       James R. O'Brien

/s/ Brian F. Bremer
_______________________________  Director
        Brian F. Bremer



                                      II-4

<PAGE>


                                  EXHIBIT INDEX

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

      5                Opinion (including consent) of McDermott, Will & Emery.*

     23.1              Consent of Arthur Andersen LLP*


*Filed herewith



                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "y48794s8.txt", "description": "MAY 23, 2001", "secsgml_size_bytes": 12210}]
{"company-data": {"conformed-name": "YOUNG INNOVATIONS INC", "cik": "0000949874", "assigned-sic": "3842", "irs-number": "431718931", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61572", "film-number": "1647440"}, "business-address": {"street1": "13705 SHORELINE COURT", "city": "EARTH CITY", "state": "MO", "zip": "63045", "phone": "3143440010"}, "mail-address": {"street1": "13705 SHORELINE CT", "city": "EARTH CITY", "state": "MO", "zip": "63045"}}
As filed with the Securities and Exchange Commission on _________, 2001.
                                                       Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                           __________________________

                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933

                           __________________________

                             YOUNG INNOVATIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                     MISSOURI                        43-1718931
          (State or Other Jurisdiction of         (I.R.S. Employer
          Incorporation or Organization)         Identification No.)

                              13705 SHORELINE COURT
                           EARTH CITY, MISSOURI 63045
                    (Address of Principal Executive Offices)

                             YOUNG INNOVATIONS, INC.
                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)

                GEORGE E. RICHMOND                 Telephone number,
              CHIEF EXECUTIVE OFFICER            including area code,
              YOUNG INNOVATIONS, INC.            of agent for service:
               13705 SHORELINE COURT                (314) 344-0010
            EARTH CITY, MISSOURI 63045
      (Name and Address of Agent For Service)
----------------------------------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

                                                            Proposed        Proposed
               Title of                                      Maximum         Maximum
              Securities                  Amount            Offering        Aggregate        Amount of
                 to be                     to be              Price         Offering       Registration
              Registered                Registered1        Per Share2        Price2             Fee
----------------------------------------------------------------------------------------------------------
Common Stock, par value               500,000 Shares         $20.00       $10,000,000.00    $2,500.00
$0.01 per share

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

1  An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of
   the plan become operative.

2  Estimated solely for the purpose of calculating the registration fee in accordance with rule 457(c) and
   (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the
   Common Stock as reported on the Nasdaq National Market System on May 20, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

                  Pursuant to General Instruction E of Form S-8, the
Registration Statement on Form S-8 filed by Young Innovations, Inc. (the
"Company") (File No. 333-65673) with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference.

                  The following documents are also incorporated by reference:

                           (1) The Annual Report of the Company on Form 10-K for
the fiscal year ended December 31, 2000, which has heretofore been filed by the
Company with the Commission pursuant tot he Securities Exchange Act of 1934, as
amended (the "1934 Act").

                           (2) The Company's Quarterly Report on Form 10-Q for
the quarter period ended March 31, 2001, which has heretofore been filed by the
Company with the Commission pursuant to the 1934 Act.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

                  Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration statement
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 of this registration statement.

Item 8.  Exhibits.
         --------

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         ------------

                  The registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Act"), each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-1
(3) That, for the purposes of determining any liability under
the Act, 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.

                  (4) 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.

                  (5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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 Act
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 Act and will be governed by the final adjudication of
such issue.

                                      II-2
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the undersigned 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 Earth City, State of Missouri, on
the 24th day of May, 2001.

                                           YOUNG INNOVATIONS, INC.

                                           By: /s/ George E. Richmond
                                              ----------------------------------
                                              George E. Richmond,
                                              Chief Executive Officer

                                POWER OF ATTORNEY

                  We, the undersigned officers and directors of Young
Innovations, Inc., hereby severally constitute George E. Richmond and Alfred E.
Brennan, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable Young Innovations, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 24th day of May, 2001.

           Signature                             Title

/s/ George E. Richmond
_______________________________  Chief Executive Officer and Director
      George E. Richmond         (Principal Executive Officer)

/s/ Alfred E. Brennan
_______________________________  President, Chief Operating Officer and Director
       Alfred E. Brennan         (Principal Financial Officer)

/s/ Arthur L. Herbst, Jr.
_______________________________  Chief Financial Officer and Director
     Arthur L. Herbst, Jr.       (Principal Accounting Officer)

/s/ Richard G. Richmond
_______________________________  Director
      Richard G. Richmond

                                      II-3
/s/ Richard P. Conerly
_______________________________  Director
      Richard P. Conerly

/s/ Craig E. LaBarge
_______________________________  Director
       Craig E. LaBarge

/s/ Connie H. Drisko
_______________________________  Director
     Connie H. Drisko, DDS

/s/ James R. O'Brien
_______________________________  Director
       James R. O'Brien

/s/ Brian F. Bremer
_______________________________  Director
        Brian F. Bremer

                                      II-4
EXHIBIT INDEX

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

      5                Opinion (including consent) of McDermott, Will & Emery.*

     23.1              Consent of Arthur Andersen LLP*

*Filed herewith

                                      II-5