As filed with the Securities and Exchange Commission on May 19, 1999
                                                    Registration No. 333-_____
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                 -----------

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

                              The Right Start, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           California                                     95-3971414
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
   Incorporation or Organization)

                       5388 Sterling Center Drive, Unit C
                       Westlake Village, California 91361
               (Address of Principal Executive Offices) (Zip Code)

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

                               Mr. Jerry R. Welch
                      President and Chief Executive Officer
                       5388 Sterling Center Drive, Unit C
                       Westlake Village, California 91361
                     (Name and Address of Agent For Service)

                                (818) 707-7100
         Telephone Number, Including Area Code, of Agent for Service

                                   Copies to:
                            Kenneth J. Baronsky, Esq.
                       Milbank, Tweed, Hadley & McCloy LLP
                      601 South Figueroa Street, 30th Floor
                          Los Angeles, California 90017
                                 (213) 892-4000

                         CALCULATION OF REGISTRATION FEE

================================================================================

                                   Proposed        Proposed
    Title of      Amount to be      maximum        maximum        Amount of
 Securities to   registered (1)  Offering price    aggregate     registration
 be Registered                   per share (2)     offering        fee (2)
                                                   price (2)
================================================================================

 Common Stock,       62,500         $7.5625      $472,656.25       $132.00
  no par value
================================================================================

      (1)There are also registered hereby such indeterminate number of shares of
         Common  Stock as may  become  issuable  by reason of  operation  of the
         anti-dilution provisions of the 1995 Non-Employee Directors Option Plan
         of the  Registrant  described  herein.  Reflects a one-for-two  reverse
         stock split of the Common Stock which was  effective as of December 15,
         1998.

      (2)Pursuant to Rule 457 under the Securities Act of 1933, as amended,  the
         proposed  maximum  offering  price per share and the  proposed  maximum
         aggregate   offering  price  are  estimated   solely  for  purposes  of
         calculating the  registration fee and are based upon the average of the
         high and low prices of the Common Stock of the Registrant on the Nasdaq
         National Market System on May 17, 1999.
<PAGE>

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     This  Registration  Statement filed under the Securities Act of 1933 by The
Right Start, Inc. (the "Registrant") with the Securities and Exchange Commission
(the  "Commission")  hereby  incorporates  by  reference  the  contents  of  the
Registration  Statement  on Form S-8 relating to the  registration  of 62,500(1)
shares of Common Stock of the  Registrant  (File No.  333-21747)  that was filed
with the  Commission on February 13, 1997. All documents  subsequently  filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act of 1934,  as  amended,  prior to the  filing  of a  post-effective
amendment  which  indicates that all  securities  then offered have been sold or
which  deregisters  all  securities  remaining  unsold,  shall be  deemed  to be
incorporated by reference in this Registration  Statement and to be part thereof
from the date of filing of such documents with the Commission.



               INFORMATION  REQUIRED IN THE  REGISTRATION  STATEMENT
          (as updated through the date of this Registration Statement)

     Each of the items required in Part II of the Registration Statement remains
correct as of the date of the filing of this Registration Statement on Form S-8.

----------
(1) Reflects a one-for-two  reverse stock split of the Registrant's Common Stock
which was effective as of December 15, 1998.

<PAGE>

                           SIGNATURES


     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 Westlake Village, State of California,  on this
19th day of May, 1999.

                              THE RIGHT START, INC.



                                By:  /s/ Jerry R. Welch
                                     ------------------------------
                                     Name:  Jerry R. Welch
                                     Title: Chief Executive Officer


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

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

/s/ Jerry R. Welch         Chairman of the Board, President        May 19, 1999
---------------------        and Chief Executive Officer
Jerry R. Welch             

/s/ Richard A. Kayne              Director                         May 19, 1999
---------------------
 Richard A. Kayne

                                  Director                         ______, 1999
---------------------
Andrew D. Feshbach

/s/ Robert R. Hollman             Director                         May 19, 1999
---------------------
Robert R. Hollman

/s/ Fred Kayne                    Director                         May 19, 1999
---------------------
Fred Kayne

/s/ Howard M. Zelikow             Director                         May 19, 1999
---------------------
Howard M. Zelikow

/s/ Gina M. Engelhard          Chief Financial Officer             May 19, 1999
---------------------          (principal financial and
Gina M. Engelhard                accounting officer)



<PAGE>

                          EXHIBIT INDEX



Exhibit Number               Description
--------------               -----------
      5               Opinion of Milbank, Tweed, Hadley & McCloy LLP.

      23.1            Consent of PricewaterhouseCoopers LLP.

      23.2            Consent  of  Milbank,  Tweed,  Hadley  &  McCloy  LLP
                       (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "1995 OPTION PLAN", "secsgml_size_bytes": 7437}]
{"company-data": {"conformed-name": "RIGHT START INC /CA", "cik": "0000878720", "assigned-sic": "5961", "irs-number": "953971414", "state-of-incorporation": "CA", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78891", "film-number": "99631089"}, "business-address": {"street1": "5388 STERLING CENTER DR", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361", "phone": "8187077100"}, "mail-address": {"street1": "5388 STERLING CENTER DRIVE", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361"}}
As filed with the Securities and Exchange Commission on May 19, 1999
                                                    Registration No. 333-_____
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                 -----------

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

                              The Right Start, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           California                                     95-3971414
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
   Incorporation or Organization)

                       5388 Sterling Center Drive, Unit C
                       Westlake Village, California 91361
               (Address of Principal Executive Offices) (Zip Code)

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

                               Mr. Jerry R. Welch
                      President and Chief Executive Officer
                       5388 Sterling Center Drive, Unit C
                       Westlake Village, California 91361
                     (Name and Address of Agent For Service)

                                (818) 707-7100
         Telephone Number, Including Area Code, of Agent for Service

                                   Copies to:
                            Kenneth J. Baronsky, Esq.
                       Milbank, Tweed, Hadley & McCloy LLP
                      601 South Figueroa Street, 30th Floor
                          Los Angeles, California 90017
                                 (213) 892-4000

                         CALCULATION OF REGISTRATION FEE

================================================================================

                                   Proposed        Proposed
    Title of      Amount to be      maximum        maximum        Amount of
 Securities to   registered (1)  Offering price    aggregate     registration
 be Registered                   per share (2)     offering        fee (2)
                                                   price (2)
================================================================================

 Common Stock,       62,500         $7.5625      $472,656.25       $132.00
  no par value
================================================================================

      (1)There are also registered hereby such indeterminate number of shares of
         Common  Stock as may  become  issuable  by reason of  operation  of the
         anti-dilution provisions of the 1995 Non-Employee Directors Option Plan
         of the  Registrant  described  herein.  Reflects a one-for-two  reverse
         stock split of the Common Stock which was  effective as of December 15,
         1998.

      (2)Pursuant to Rule 457 under the Securities Act of 1933, as amended,  the
         proposed  maximum  offering  price per share and the  proposed  maximum
         aggregate   offering  price  are  estimated   solely  for  purposes  of
         calculating the  registration fee and are based upon the average of the
         high and low prices of the Common Stock of the Registrant on the Nasdaq
         National Market System on May 17, 1999.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     This  Registration  Statement filed under the Securities Act of 1933 by The
Right Start, Inc. (the "Registrant") with the Securities and Exchange Commission
(the  "Commission")  hereby  incorporates  by  reference  the  contents  of  the
Registration  Statement  on Form S-8 relating to the  registration  of 62,500(1)
shares of Common Stock of the  Registrant  (File No.  333-21747)  that was filed
with the  Commission on February 13, 1997. All documents  subsequently  filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act of 1934,  as  amended,  prior to the  filing  of a  post-effective
amendment  which  indicates that all  securities  then offered have been sold or
which  deregisters  all  securities  remaining  unsold,  shall be  deemed  to be
incorporated by reference in this Registration  Statement and to be part thereof
from the date of filing of such documents with the Commission.

               INFORMATION  REQUIRED IN THE  REGISTRATION  STATEMENT
          (as updated through the date of this Registration Statement)

     Each of the items required in Part II of the Registration Statement remains
correct as of the date of the filing of this Registration Statement on Form S-8.

----------
(1) Reflects a one-for-two  reverse stock split of the Registrant's Common Stock
which was effective as of December 15, 1998.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 Westlake Village, State of California,  on this
19th day of May, 1999.

                              THE RIGHT START, INC.

                                By:  /s/ Jerry R. Welch
                                     ------------------------------
                                     Name:  Jerry R. Welch
                                     Title: Chief Executive Officer

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

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

/s/ Jerry R. Welch         Chairman of the Board, President        May 19, 1999
---------------------        and Chief Executive Officer
Jerry R. Welch             

/s/ Richard A. Kayne              Director                         May 19, 1999
---------------------
 Richard A. Kayne

                                  Director                         ______, 1999
---------------------
Andrew D. Feshbach

/s/ Robert R. Hollman             Director                         May 19, 1999
---------------------
Robert R. Hollman

/s/ Fred Kayne                    Director                         May 19, 1999
---------------------
Fred Kayne

/s/ Howard M. Zelikow             Director                         May 19, 1999
---------------------
Howard M. Zelikow

/s/ Gina M. Engelhard          Chief Financial Officer             May 19, 1999
---------------------          (principal financial and
Gina M. Engelhard                accounting officer)
EXHIBIT INDEX

Exhibit Number               Description
--------------               -----------
      5               Opinion of Milbank, Tweed, Hadley & McCloy LLP.

      23.1            Consent of PricewaterhouseCoopers LLP.

      23.2            Consent  of  Milbank,  Tweed,  Hadley  &  McCloy  LLP
                       (included in Exhibit 5).