<PAGE>

   As filed with the Securities and Exchange Commission on July 22, 1997

                                                     Registration No. 333-______
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                  THE WET SEAL, INC.
                  (Exact Name of issuer as specified in its charter)

              DELAWARE                                     33-0415940
    (State or other jurisdiction of
     incorporation or organization)                   (Identification NO.)

                                     64 FAIRBANKS
                               IRVINE, CALIFORNIA 92718
                                    (714) 583-9029
                       (Address of principal executive offices)
                                    --------------

                                  THE WET SEAL, INC.
                            1996 LONG-TERM INCENTIVE PLAN
                               (Full title of the plan)
                                    --------------

                                   EDMOND S. THOMAS
                                  THE WET SEAL, INC.
                                     64 FAIRBANKS
                              IRVINE, CALIFORNIA  92718
                       (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (714) 583-9029

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

                                   Proposed        Proposed
                                    maximum         maximum          Amount of
Title of shares    Amount to be  offering price    aggregate        registration
to be registered    registered    per share(1)   offering price(1)      fee
--------------------------------------------------------------------------------
Class A Common
Stock (par value  700,000 shares    $ 24.25        $ 16,975,000       $ 5,144
$.01 per
share)..........
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)      Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, using the average of the
high and low sale prices reported on the National Association of Securities
Dealers Automated Quotation System on July 16, 1997.

         There are also registered hereunder such additional indeterminate
number of shares as may be issued as a result of the antidilution provisions of
The Wet Seal, Inc. 1996 Long-Term Incentive Plan.

<PAGE>

                                        PART I

ITEM 1.  PLAN INFORMATION.

         Not included pursuant to Form S-8 instructions.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not included pursuant to Form S-8 instructions.

                                       PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Wet Seal, Inc. (the "Company") hereby incorporates herein by
reference the following documents:

         (1)  The Company's annual report on Form 10-K for the year ended
              February 1, 1997;

         (2)  All reports filed pursuant to Section 13(a) or 15(d) of the
              Securities Exchange Act of 1934, as amended (the "Exchange Act"),
              on or after February 1, 1997, including the Company's Form 10-Q
              for the period ended May 1, 1997; and

         (3)  The description of the Company's Class A Common Stock contained
              in the Company's Registration Statement on Form S-1 filed with
              the Securities and Exchange Commission (the "Commission") on July
              3, 1990 (Registration No. 33-34895), including any amendments
              thereto and any reports filed for the purpose of updating such
              description (the "Registration Statement").

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Alan Siegel, a director of the Company, is a member of the firm of
Akin, Gump, Strauss, Hauer & Feld, L.L.P. and holds options to purchase 10,000
shares of Class A Common Stock.


                                          2
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") permits indemnification of directors, officers, employees
and agents of corporations under certain limitations.

         The Certificate of Incorporation and the Bylaws of the Company provide
for indemnification of directors and officers of the Company to the fullest
extent permitted by Section 145.

         STATUTORY PROVISIONS

         Section 102(b)(7) of the Delaware Law enables a corporation in its
certificate of incorporation to eliminate or limit the personal liability of
members of its board of directors to the corporation or its stockholders for
monetary damages for violations of a director's fiduciary duty of care.  Such a
provision would have no effect on the availability of equitable remedies, such
as an injunction or rescission, for breach of fiduciary duty.  In addition, no
such provision may eliminate or limit the liability of a director for breaching
his duty of loyalty, failing to act in good faith, engaging in intentional
misconduct or knowingly violating a law, paying an unlawful dividend or
approving an illegal stock repurchase, or obtaining an improper personal
benefit.

         Section 145 of the Delaware Law empowers a corporation to indemnify
any person who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  No indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.  Additionally, a corporation is required to
indemnify its directors and officers against expenses to the extent that such
directors or officers have been successful on the merits or otherwise in any
action, suit or proceeding or in defense of any claim, issue or matter therein.

         An indemnification can be made by the corporation only upon a
determination that indemnification is proper in the circumstances because the
party seeking indemnification has met the applicable standard of conduct as set
forth in the Delaware Law.  The indemnification provided by the Delaware Law
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.  A corporation also has the power to
purchase and maintain insurance on behalf of any person, whether or not the
corporation would have the power to indemnify him against such liability.  The
indemnification provided by the Delaware Law shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.


                                          3
<PAGE>

         THE COMPANY'S CHARTER AND BYLAW PROVISIONS

         The Company's Certificate of Incorporation limits the director's
liability for monetary damages to the Company and its stockholders for breaches
of fiduciary duty except under the circumstances outlined in Section 102(b)(7)
of the Delaware Law as described above under "Statutory Provisions."

         The Company's Bylaws extend indemnification rights to the fullest
extent authorized by the Delaware Law to directors and officers involved in any
action, suit or proceeding where the basis of such involvement is such person's
alleged action in an official capacity or in any other capacity while serving as
a director or officer in the Company.  In addition, the Bylaws permit the
Company to maintain insurance to protect itself and any of its directors,
officers, employees or agents against any expense, liability or loss incurred as
a result of any action, suit or proceeding whether or not the Company would have
the power to indemnify such person under the Delaware Law.

         INDEMNIFICATION AGREEMENTS

         The Company has entered into Indemnification Agreements with each of
its directors and with its Chief Financial Officer, Ann Cadier Kim, pursuant to
which the Company has agreed to advance expenses for the defense of and to
indemnify such persons to the fullest extent permitted by applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO.                       EXHIBIT

   3.1        Certificate of Incorporation of the Company (incorporated by
              reference from the Company's Registration Statement on Form S-1,
              filed with the Commission on July 3, 1990 (Registration No.
              33-34895 (the "1990 Registration Statement")).

   3.2        By-Laws of the Company, as amended (incorporated by reference
              from the 1990 Registration Statement).

   4.1        The Wet Seal, Inc. 1996 Long-Term Incentive Plan.

   5.1        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to
              legality of the securities being registered.

   23.1       Consent of Deloitte & Touche LLP, independent accountants.

   24.1       Power of Attorney (included on signature page of this Form S-8).


                                          4
<PAGE>

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned hereby undertakes:

         (1)  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 (the "Securities Act");

              (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; and

              (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

         (2)  that, for the purpose of determining any liability under the
Securities 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; and

         (3)  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.

         (b)  The undersigned registrant hereby undertakes that, for purposes
              of determining any liability under the Securities Act, each
              filing of the registrant's Annual Report pursuant to Section
              13(a) or Section 15(d) of the Exchange Act (and, where
              applicable, each filing of an employee benefit plan's Annual
              Report pursuant to Section 15(d) of the Exchange Act) 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.

         (c)  Insofar as indemnification for liabilities arising under the
              Securities Act 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 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


                                          5
<PAGE>

              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.


                                          6
<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 this day of July 22, 1997.

                                  THE WET SEAL, INC.


                                      /s/ Edmond S. Thomas
                                  -------------------------------
                                  By: Edmond S. Thomas
                                      President and Chief Operating Officer

                                  POWER OF ATTORNEY

    Each of the undersigned officers and directors of The Wet Seal, Inc. hereby
severally constitutes and appoints Kathy Bronstein and Edmond Thomas, and each
of them severally, as attorney-in-fact for the undersigned, in any and all
capacities, with full power of substitution, to sign this Registration Statement
and any amendments to this Registration Statement (including post-effective
amendments), and to file the same with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact full power and authority to do and perform each and every
act 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 may lawfully do or cause
to be done by virtue hereof.

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

<TABLE>
<CAPTION>
 <S>                               <C>                                          <C>
                                  Chairman of the Board and Director           July   , 1997
------------------------------
        Irving Teitelbaum

    /s/ Kathy Bronstein           Vice Chairman and Chief Executive Officer    July 22, 1997
------------------------------    and Director (Principal
        Kathy Bronstein           Executive Officer)
                              

    /s/ Edmond Thomas
------------------------------    President and Chief Operating Officer        July 22, 1997
        Edmond Thomas             and Director
                              
    /s/ Ann Cadier Kim
------------------------------    Vice President of Finance and Chief          July 22, 1997
        Ann Cadier Kim            Financial Officer (Principal Financial
                                  and Accounting Officer)
                              

                                  Secretary and Director                       July   , 1997
------------------------------
        Stephen Gross

    /s/ Wilfred Posluns           Director                                     July 22, 1997
------------------------------
        Wilfred Posluns

                                  Director                                     July   , 1997
------------------------------
        Gerald Randolph


<PAGE>

<CAPTION>

    /s/ Alan Siegel               Director                                     July 22, 1997
------------------------------
        Alan Siegel

    /s/ George H. Benter, Jr.     Director                                     July 22, 1997
------------------------------
        George H. Benter

   /s/ Walter F. Loeb             Director                                     July 22, 1997
------------------------------
       Walter F. Loeb


</TABLE>


<PAGE>

                                  INDEX TO EXHIBITS

    The following is a complete list of exhibits filed as part of this
registration statement:

EXHIBIT NO.                            EXHIBIT

   3.1             Certificate of Incorporation of the Company (incorporated by
                   reference from the Company's Registration Statement on Form
                   S-1, filed with the Commission on July 3, 1990 (Registration
                   No. 33-34895 (the "1990 Registration Statement"))).

   3.2             By-Laws of the Company, as amended (incorporated by
                   reference from the 1990 Registration Statement).

   4.1             The Wet Seal, Inc. 1996 Long-Term Incentive Plan.

   5.1             Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to
                   legality of the securities being registered.

   23.1            Consent of Deloitte & Touche LLP, independent accountants.

   24.1            Power of Attorney (included on signature page of this Form
                   S-8).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20405}]
{"company-data": {"conformed-name": "WET SEAL INC", "cik": "0000863456", "assigned-sic": "5621", "irs-number": "330415940", "state-of-incorporation": "DE", "fiscal-year-end": "0128"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31813", "film-number": "97643876"}, "business-address": {"street1": "64 FAIRBANKS", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "7145839029"}}
As filed with the Securities and Exchange Commission on July 22, 1997

                                                     Registration No. 333-______
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                  THE WET SEAL, INC.
                  (Exact Name of issuer as specified in its charter)

              DELAWARE                                     33-0415940
    (State or other jurisdiction of
     incorporation or organization)                   (Identification NO.)

                                     64 FAIRBANKS
                               IRVINE, CALIFORNIA 92718
                                    (714) 583-9029
                       (Address of principal executive offices)
                                    --------------

                                  THE WET SEAL, INC.
                            1996 LONG-TERM INCENTIVE PLAN
                               (Full title of the plan)
                                    --------------

                                   EDMOND S. THOMAS
                                  THE WET SEAL, INC.
                                     64 FAIRBANKS
                              IRVINE, CALIFORNIA  92718
                       (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (714) 583-9029

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

                                   Proposed        Proposed
                                    maximum         maximum          Amount of
Title of shares    Amount to be  offering price    aggregate        registration
to be registered    registered    per share(1)   offering price(1)      fee
--------------------------------------------------------------------------------
Class A Common
Stock (par value  700,000 shares    $ 24.25        $ 16,975,000       $ 5,144
$.01 per
share)..........
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)      Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, using the average of the
high and low sale prices reported on the National Association of Securities
Dealers Automated Quotation System on July 16, 1997.

         There are also registered hereunder such additional indeterminate
number of shares as may be issued as a result of the antidilution provisions of
The Wet Seal, Inc. 1996 Long-Term Incentive Plan.
PART I

ITEM 1.  PLAN INFORMATION.

         Not included pursuant to Form S-8 instructions.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not included pursuant to Form S-8 instructions.

                                       PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Wet Seal, Inc. (the "Company") hereby incorporates herein by
reference the following documents:

         (1)  The Company's annual report on Form 10-K for the year ended
              February 1, 1997;

         (2)  All reports filed pursuant to Section 13(a) or 15(d) of the
              Securities Exchange Act of 1934, as amended (the "Exchange Act"),
              on or after February 1, 1997, including the Company's Form 10-Q
              for the period ended May 1, 1997; and

         (3)  The description of the Company's Class A Common Stock contained
              in the Company's Registration Statement on Form S-1 filed with
              the Securities and Exchange Commission (the "Commission") on July
              3, 1990 (Registration No. 33-34895), including any amendments
              thereto and any reports filed for the purpose of updating such
              description (the "Registration Statement").

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Alan Siegel, a director of the Company, is a member of the firm of
Akin, Gump, Strauss, Hauer & Feld, L.L.P. and holds options to purchase 10,000
shares of Class A Common Stock.

                                          2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") permits indemnification of directors, officers, employees
and agents of corporations under certain limitations.

         The Certificate of Incorporation and the Bylaws of the Company provide
for indemnification of directors and officers of the Company to the fullest
extent permitted by Section 145.

         STATUTORY PROVISIONS

         Section 102(b)(7) of the Delaware Law enables a corporation in its
certificate of incorporation to eliminate or limit the personal liability of
members of its board of directors to the corporation or its stockholders for
monetary damages for violations of a director's fiduciary duty of care.  Such a
provision would have no effect on the availability of equitable remedies, such
as an injunction or rescission, for breach of fiduciary duty.  In addition, no
such provision may eliminate or limit the liability of a director for breaching
his duty of loyalty, failing to act in good faith, engaging in intentional
misconduct or knowingly violating a law, paying an unlawful dividend or
approving an illegal stock repurchase, or obtaining an improper personal
benefit.

         Section 145 of the Delaware Law empowers a corporation to indemnify
any person who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  No indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.  Additionally, a corporation is required to
indemnify its directors and officers against expenses to the extent that such
directors or officers have been successful on the merits or otherwise in any
action, suit or proceeding or in defense of any claim, issue or matter therein.

         An indemnification can be made by the corporation only upon a
determination that indemnification is proper in the circumstances because the
party seeking indemnification has met the applicable standard of conduct as set
forth in the Delaware Law.  The indemnification provided by the Delaware Law
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.  A corporation also has the power to
purchase and maintain insurance on behalf of any person, whether or not the
corporation would have the power to indemnify him against such liability.  The
indemnification provided by the Delaware Law shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                          3
THE COMPANY'S CHARTER AND BYLAW PROVISIONS

         The Company's Certificate of Incorporation limits the director's
liability for monetary damages to the Company and its stockholders for breaches
of fiduciary duty except under the circumstances outlined in Section 102(b)(7)
of the Delaware Law as described above under "Statutory Provisions."

         The Company's Bylaws extend indemnification rights to the fullest
extent authorized by the Delaware Law to directors and officers involved in any
action, suit or proceeding where the basis of such involvement is such person's
alleged action in an official capacity or in any other capacity while serving as
a director or officer in the Company.  In addition, the Bylaws permit the
Company to maintain insurance to protect itself and any of its directors,
officers, employees or agents against any expense, liability or loss incurred as
a result of any action, suit or proceeding whether or not the Company would have
the power to indemnify such person under the Delaware Law.

         INDEMNIFICATION AGREEMENTS

         The Company has entered into Indemnification Agreements with each of
its directors and with its Chief Financial Officer, Ann Cadier Kim, pursuant to
which the Company has agreed to advance expenses for the defense of and to
indemnify such persons to the fullest extent permitted by applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO.                       EXHIBIT

   3.1        Certificate of Incorporation of the Company (incorporated by
              reference from the Company's Registration Statement on Form S-1,
              filed with the Commission on July 3, 1990 (Registration No.
              33-34895 (the "1990 Registration Statement")).

   3.2        By-Laws of the Company, as amended (incorporated by reference
              from the 1990 Registration Statement).

   4.1        The Wet Seal, Inc. 1996 Long-Term Incentive Plan.

   5.1        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to
              legality of the securities being registered.

   23.1       Consent of Deloitte & Touche LLP, independent accountants.

   24.1       Power of Attorney (included on signature page of this Form S-8).

                                          4
ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned hereby undertakes:

         (1)  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 (the "Securities Act");

              (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; and

              (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

         (2)  that, for the purpose of determining any liability under the
Securities 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; and

         (3)  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.

         (b)  The undersigned registrant hereby undertakes that, for purposes
              of determining any liability under the Securities Act, each
              filing of the registrant's Annual Report pursuant to Section
              13(a) or Section 15(d) of the Exchange Act (and, where
              applicable, each filing of an employee benefit plan's Annual
              Report pursuant to Section 15(d) of the Exchange Act) 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.

         (c)  Insofar as indemnification for liabilities arising under the
              Securities Act 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 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

                                          5
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.

                                          6
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 this day of July 22, 1997.

                                  THE WET SEAL, INC.

                                      /s/ Edmond S. Thomas
                                  -------------------------------
                                  By: Edmond S. Thomas
                                      President and Chief Operating Officer

                                  POWER OF ATTORNEY

    Each of the undersigned officers and directors of The Wet Seal, Inc. hereby
severally constitutes and appoints Kathy Bronstein and Edmond Thomas, and each
of them severally, as attorney-in-fact for the undersigned, in any and all
capacities, with full power of substitution, to sign this Registration Statement
and any amendments to this Registration Statement (including post-effective
amendments), and to file the same with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact full power and authority to do and perform each and every
act 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 may lawfully do or cause
to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Chairman of the Board and Director           July   , 1997
------------------------------
        Irving Teitelbaum

    /s/ Kathy Bronstein           Vice Chairman and Chief Executive Officer    July 22, 1997
------------------------------    and Director (Principal
        Kathy Bronstein           Executive Officer)
                              

    /s/ Edmond Thomas
------------------------------    President and Chief Operating Officer        July 22, 1997
        Edmond Thomas             and Director
                              
    /s/ Ann Cadier Kim
------------------------------    Vice President of Finance and Chief          July 22, 1997
        Ann Cadier Kim            Financial Officer (Principal Financial
                                  and Accounting Officer)
                              

                                  Secretary and Director                       July   , 1997
------------------------------
        Stephen Gross

    /s/ Wilfred Posluns           Director                                     July 22, 1997
------------------------------
        Wilfred Posluns

                                  Director                                     July   , 1997
------------------------------
        Gerald Randolph
/s/ Alan Siegel               Director                                     July 22, 1997
------------------------------
        Alan Siegel

    /s/ George H. Benter, Jr.     Director                                     July 22, 1997
------------------------------
        George H. Benter

   /s/ Walter F. Loeb             Director                                     July 22, 1997
------------------------------
       Walter F. Loeb
INDEX TO EXHIBITS

    The following is a complete list of exhibits filed as part of this
registration statement:

EXHIBIT NO.                            EXHIBIT

   3.1             Certificate of Incorporation of the Company (incorporated by
                   reference from the Company's Registration Statement on Form
                   S-1, filed with the Commission on July 3, 1990 (Registration
                   No. 33-34895 (the "1990 Registration Statement"))).

   3.2             By-Laws of the Company, as amended (incorporated by
                   reference from the 1990 Registration Statement).

   4.1             The Wet Seal, Inc. 1996 Long-Term Incentive Plan.

   5.1             Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to
                   legality of the securities being registered.

   23.1            Consent of Deloitte & Touche LLP, independent accountants.

   24.1            Power of Attorney (included on signature page of this Form
                   S-8).