<PAGE>

As filed with the Securities and Exchange Commission on November 7, 1995
                                                         Registration No. 33-
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

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

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

               Washington                              91-1296187
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     incorporation or organization)

                               22705 East Mission
                         Liberty Lake, Washington  99019
               (Address of principal executive offices) (Zip code)

                 RESTATED NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plans)

                                 BRIAN W. BENDER
                   Vice President and Chief Financial Officer
                                  Egghead, Inc.
                               22705 East Mission
                         Liberty Lake, Washington  99019
                                 (509) 922-7031
            (Name, address and telephone number of agent for service)
                             ______________________

                                    Copy to:

                              CHARLES J. KATZ, JR.
                                  PERKINS COIE
                          1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099
                             ______________________

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
     Title of Securities          Amount to Be            Proposed Maximum              Proposed Maximum            Amount of
      to Be Registered             Registered       Offering Price Per Share(2)   Aggregate Offering Price(2)    Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>                           <C>                            <C>
       Common Stock,
       $.01 par value              275,000 (1)                 $7.125                    $1,959,375.00                $676.00
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Restated Nonemployee Director Stock Option Plan as the result of any
     future stock split, stock dividend or similar adjustment of the outstanding
     Common Stock of the Registrant.

(2)  Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended
     (the "Securities Act"), solely for the purpose of calculating the amount of
     the registration fee.  The price per share is estimated to be $7.125 based
     on the average of the high ($7.25) and low  ($7.00) trading prices for the
     Common Stock in the over-the-counter market on November 3, 1995, as
     reported on the Nasdaq National Market.
<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference into this
Registration Statement:

          (a)  The Registrant's latest Annual Report on Form 10-K for the year
ended April 1, 1995, filed with the Securities and Exchange Commission (the
"Commission") on May 25, 1995;

          (b)  All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above; and

          (c)  The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on May 13, 1988
under Section 12 of the Exchange Act, including any amendments or reports filed
for the purpose of updating such descriptions.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

A.   As permitted by Section 23B.08.320 of the Washington Business Corporation
Act, Article X of the Registrant's Articles of Incorporation limits a director's
liability to the Registrant or its shareholders for monetary damages arising
from his or her conduct as a director, except for acts or omissions that involve
intentional misconduct or a knowing violation of law, approval of distributions
or loans in violation of Section 23B.06.400 of the Washington Business
Corporation Act or any transaction from which the director will personally
receive a benefit in money, property or services to which the director is not
legally entitled.

     Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act.  As permitted by
Section 23B.08.560 of the Washington Business Corporation Act, Article IX of the
Registrant's Bylaws provides that the Registrant shall indemnify its officers
and directors and may indemnify its employees and other agents against any and
all loss, liability, expenses (including attorneys' fees), judgments, fines,
ERISA excise taxes or penalties and amounts to be paid in settlement (each, a
"Loss") actually and reasonably incurred or suffered in connection with any
actual or threatened claim, suit or proceeding, whether civil, criminal,
administrative or investigative, except for a Loss arising out of acts or
omissions finally adjudged to be intentional misconduct or a known violation of
law, approval of distributions or loans that are finally adjudged to be in
violation of RCW 23B.06.400 or any transaction in which it is finally adjudged
that the indemnitee personally received a benefit in money, property or services
to which the indemnitee was not legally entitled.  The Registrant's Bylaws also
permit it to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the Bylaws would permit indemnification, and to
enter into agreements to indemnify its officers and directors in furtherance of
Article IX of the Registrant's Bylaws.  The Registrant has entered into such
agreements with certain of its officers and directors.

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 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 this 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.

<PAGE>

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 Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

ITEM 8.  EXHIBITS

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

    5.1      Opinion of Perkins Coie regarding legality of the common stock
             being registered

   23.1      Consent of Arthur Andersen LLP

   23.2      Consent of Perkins Coie (included in its Opinion filed as Exhibit
             5.1)

   24.1      Power of Attorney (see Signature Page)

   99.1      Restated Nonemployee Director Stock Option Plan

ITEM 9.  UNDERTAKINGS

A.   The undersigned 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:

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

          (ii)    To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement; and

          (iii)   To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if 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
Exchange Act that are incorporated by reference in this 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.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
<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 Liberty Lake, State of Washington, on the 7th day of
November, 1995.

                                   EGGHEAD, INC.


                                   By  TERENCE M. STROM
                                       ----------------------------------------
                                       Terence M. Strom
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
Terence M. Strom and Brian W. Bender, and each of them, as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
to sign in the name and on behalf of such person, individually and in each
capacity stated below, any or all amendments (including pre-effective 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.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
the 7th day of November, 1995 in the capacities indicated.


           Signature                    Title
           ---------                    -----

       TERENCE M. STROM                 President, Chief Executive Officer and
- --------------------------------        Director (Principal Executive Officer)
       Terence M. Strom

        BRIAN W. BENDER                 Vice President and Chief Financial
- --------------------------------        Officer (Principal Financial and
        Brian W. Bender                 Accounting Officer)

                                        Director
- --------------------------------
         Paul G. Allen

       RICHARD P. COOLEY                Director
- --------------------------------
       Richard P. Cooley

        STEVEN E. LEBOW                 Director
- --------------------------------
        Steven E. Lebow

     LINDA FAYNE LEVINSON               Director
- --------------------------------
     Linda Fayne Levinson

        GEORGE P. ORBAN                 Director
- --------------------------------
        George P. Orban

       SAMUEL N. STROUM                 Director
- --------------------------------
       Samuel N. Stroum

<PAGE>

                                INDEX TO EXHIBITS

Exhibit                                                           Sequentially
Number                          Description                       Numbered Page
- -------     --------------------------------------------------    -------------

  5.1       Opinion of Perkins Coie regarding legality of the
            common stock being registered

 23.1       Consent of Arthur Andersen LLP

 23.2       Consent of Perkins Coie (included in its Opinion
            filed as Exhibit 5.1)

 24.1       Power of Attorney (see Signature Page)

 99.1       Restated Nonemployee Director Stock Option Plan
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15619}]
{"company-data": {"conformed-name": "EGGHEAD INC /WA/", "cik": "0000832320", "assigned-sic": "5045", "irs-number": "911296187", "state-of-incorporation": "WA", "fiscal-year-end": "0330"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64033", "film-number": "95587815"}, "business-address": {"street1": "22011 SE 51ST", "city": "ISSAQUAH", "state": "WA", "zip": "98027-7004", "phone": "2063910800"}, "mail-address": {"street1": "22011 SE 51ST STREET", "city": "ISSAQUAH", "state": "WA", "zip": "98027-7004"}}
As filed with the Securities and Exchange Commission on November 7, 1995
                                                         Registration No. 33-
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

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

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

               Washington                              91-1296187
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     incorporation or organization)

                               22705 East Mission
                         Liberty Lake, Washington  99019
               (Address of principal executive offices) (Zip code)

                 RESTATED NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plans)

                                 BRIAN W. BENDER
                   Vice President and Chief Financial Officer
                                  Egghead, Inc.
                               22705 East Mission
                         Liberty Lake, Washington  99019
                                 (509) 922-7031
            (Name, address and telephone number of agent for service)
                             ______________________

                                    Copy to:

                              CHARLES J. KATZ, JR.
                                  PERKINS COIE
                          1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099
                             ______________________

                         CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
     Title of Securities          Amount to Be            Proposed Maximum              Proposed Maximum            Amount of
      to Be Registered             Registered       Offering Price Per Share(2)   Aggregate Offering Price(2)    Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
       $.01 par value              275,000 (1)                 $7.125                    $1,959,375.00                $676.00
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Restated Nonemployee Director Stock Option Plan as the result of any
     future stock split, stock dividend or similar adjustment of the outstanding
     Common Stock of the Registrant.

(2)  Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended
     (the "Securities Act"), solely for the purpose of calculating the amount of
     the registration fee.  The price per share is estimated to be $7.125 based
     on the average of the high ($7.25) and low  ($7.00) trading prices for the
     Common Stock in the over-the-counter market on November 3, 1995, as
     reported on the Nasdaq National Market.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference into this
Registration Statement:

          (a)  The Registrant's latest Annual Report on Form 10-K for the year
ended April 1, 1995, filed with the Securities and Exchange Commission (the
"Commission") on May 25, 1995;

          (b)  All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above; and

          (c)  The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on May 13, 1988
under Section 12 of the Exchange Act, including any amendments or reports filed
for the purpose of updating such descriptions.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

A.   As permitted by Section 23B.08.320 of the Washington Business Corporation
Act, Article X of the Registrant's Articles of Incorporation limits a director's
liability to the Registrant or its shareholders for monetary damages arising
from his or her conduct as a director, except for acts or omissions that involve
intentional misconduct or a knowing violation of law, approval of distributions
or loans in violation of Section 23B.06.400 of the Washington Business
Corporation Act or any transaction from which the director will personally
receive a benefit in money, property or services to which the director is not
legally entitled.

     Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act.  As permitted by
Section 23B.08.560 of the Washington Business Corporation Act, Article IX of the
Registrant's Bylaws provides that the Registrant shall indemnify its officers
and directors and may indemnify its employees and other agents against any and
all loss, liability, expenses (including attorneys' fees), judgments, fines,
ERISA excise taxes or penalties and amounts to be paid in settlement (each, a
"Loss") actually and reasonably incurred or suffered in connection with any
actual or threatened claim, suit or proceeding, whether civil, criminal,
administrative or investigative, except for a Loss arising out of acts or
omissions finally adjudged to be intentional misconduct or a known violation of
law, approval of distributions or loans that are finally adjudged to be in
violation of RCW 23B.06.400 or any transaction in which it is finally adjudged
that the indemnitee personally received a benefit in money, property or services
to which the indemnitee was not legally entitled.  The Registrant's Bylaws also
permit it to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the Bylaws would permit indemnification, and to
enter into agreements to indemnify its officers and directors in furtherance of
Article IX of the Registrant's Bylaws.  The Registrant has entered into such
agreements with certain of its officers and directors.

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 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 this 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 Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

ITEM 8.  EXHIBITS

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

    5.1      Opinion of Perkins Coie regarding legality of the common stock
             being registered

   23.1      Consent of Arthur Andersen LLP

   23.2      Consent of Perkins Coie (included in its Opinion filed as Exhibit
             5.1)

   24.1      Power of Attorney (see Signature Page)

   99.1      Restated Nonemployee Director Stock Option Plan

ITEM 9.  UNDERTAKINGS

A.   The undersigned 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:

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

          (ii)    To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement; and

          (iii)   To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if 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
Exchange Act that are incorporated by reference in this 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.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
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 Liberty Lake, State of Washington, on the 7th day of
November, 1995.

                                   EGGHEAD, INC.

                                   By  TERENCE M. STROM
                                       ----------------------------------------
                                       Terence M. Strom
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
Terence M. Strom and Brian W. Bender, and each of them, as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
to sign in the name and on behalf of such person, individually and in each
capacity stated below, any or all amendments (including pre-effective 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.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
the 7th day of November, 1995 in the capacities indicated.

           Signature                    Title
           ---------                    -----

       TERENCE M. STROM                 President, Chief Executive Officer and
- --------------------------------        Director (Principal Executive Officer)
       Terence M. Strom

        BRIAN W. BENDER                 Vice President and Chief Financial
- --------------------------------        Officer (Principal Financial and
        Brian W. Bender                 Accounting Officer)

                                        Director
- --------------------------------
         Paul G. Allen

       RICHARD P. COOLEY                Director
- --------------------------------
       Richard P. Cooley

        STEVEN E. LEBOW                 Director
- --------------------------------
        Steven E. Lebow

     LINDA FAYNE LEVINSON               Director
- --------------------------------
     Linda Fayne Levinson

        GEORGE P. ORBAN                 Director
- --------------------------------
        George P. Orban

       SAMUEL N. STROUM                 Director
- --------------------------------
       Samuel N. Stroum
INDEX TO EXHIBITS

Exhibit                                                           Sequentially
Number                          Description                       Numbered Page
- -------     --------------------------------------------------    -------------

  5.1       Opinion of Perkins Coie regarding legality of the
            common stock being registered

 23.1       Consent of Arthur Andersen LLP

 23.2       Consent of Perkins Coie (included in its Opinion
            filed as Exhibit 5.1)

 24.1       Power of Attorney (see Signature Page)

 99.1       Restated Nonemployee Director Stock Option Plan