As filed with the Securities and Exchange Commission on March 2, 2000

                                               Registration No. 333-_____
   ======================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                    __________________________________

                                 Form S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                    __________________________________
                            BeautiControl, Inc.
          (Exact name of registrant as specified in its charter)

             Delaware                             75-2036343
   (State or other jurisdiction       (I.R.S. Employer Identification No.)
 of incorporation or organization)

          2121 Midway Road                           75006
         Carrollton, Texas                         (Zip Code)
(Address of Principal Executive Offices)

                   1996 Non-Qualified Stock Option Plan
                         (Full title of the plan)
                    __________________________________
                             RICHARD W. HEATH
                    Chairman of the Executive Committee
                        and Chief Executive Officer
                            BeautiControl, Inc.
                             2121 Midway Road
                         Carrollton, Texas  75006
                              (972) 458-0601

(Name, address and telephone number, including area code, of agent for service)

                                 Copy to:

                               DAVID H. ODEN
                         Haynes and Boone, L.L.P.
                        901 Main Street, 31st Floor
                           Dallas, Texas  75202
                              (214) 651-5000

                      CALCULATION OF REGISTRATION FEE
 ------------------------------------------------------------------------------
 Title of Securities    Amount       Proposed        Proposed        Amount of
  To Be Registered      To Be        Maximum     Maximum Aggregate Registration
                      Registered  Offering Price Offering Price(1)    Fee(1)
                                   per Share(1)
 -------------------  ----------  -------------- ----------------- ------------
    Common Stock,      1,100,000      $2.59         $2,849,000         $752
   $.10 par value
 ------------------------------------------------------------------------------

    (1)     Estimated pursuant to Rule  457(h)(1) solely for the  purpose
    of calculating  the registration  fee, based  on the  average of  the
    high and  low price of the  Common Stock, as  reported on the  NASDAQ
    National Market, on February 29, 2000.
<PAGE>

                               PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Incorporation of Prior Registration Statement by Reference.

       The contents  of the Registrant's Registration Statement  on  Form
  S-8,  Registration Number  333-17479,  filed  with  the  Securities and
  Exchange  Commission  on  December  9,   1996  (the  "1996  S-8"),   is
  incorporated here by reference.


  Item 8.   Exhibits.

  Exhibit No.              Exhibit
  -----------              -------
       5.1     Opinion of Haynes and Boone, LLP.

      23.1     Consent of Ernst & Young LLP.

      23.2     Consent of PricewaterhouseCoopers.

      23.3     Consent of Haynes and Boone, LLP (included in Exhibit 5.1).

      24.1     Power of Attorney of the directors (included on the
               signature page of this registration statement).

<PAGE>
                                SIGNATURES


          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  Carrollton,
  State of Texas, on March 1, 2000.

                                 BEAUTICONTROL, INC.


                                 By:  /s/ RICHARD W. HEATH
                                      -----------------------------------
                                      Richard W. Heath
                                      Chairman of the Executive Committee
                                      And Chief Executive Officer


          KNOW  ALL  BY THESE  PRESENTS,  that each  of  the  undersigned
  hereby constitutes and appoints Richard W. Heath and Kristi L. Hubbard,
  and each of them (with full power to each of them to act alone), his or
  her true and lawful  attorneys-in-fact and agents,  with full power  of
  substitution, for him or her and on his or her behalf and in his or her
  name, place and stead, in any and all capacities, to sign, execute, and
  file  with  the  Securities  and  Exchange  Commission  and  any  state
  securities regulatory board or commission any documents relating to the
  proposed issuance and registration  of the securities offered  pursuant
  to this registration statement on Form S-8 under the Securities Act  of
  1933, including any amendment or amendments relating thereto, with  all
  exhibits and any and  all documents required to  be filed with  respect
  thereto with any  regulatory authority, granting  unto said  attorneys,
  and each of them, full power and  authority to do and perform each  and
  every act and thing requisite and necessary to be done in and about the
  premises in order to  effectuate the same as  fully to all intents  and
  purposes as he or she might  or could do if personally present,  hereby
  ratifying and confirming all that said attorneys-in-fact and agents, or
  either of them, or their or  his or her substitute or substitutes,  may
  lawfully do or cause to be done.

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

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

  /s/ JINGER L. HEATH           Chairman of the Board       March 1, 2000
  Jinger L. Heath                and Director

  /s/ RICHARD W. HEATH          Chairman of the Executive   March 1, 2000
  Richard W. Heath               Committee, Chief Executive
                                 Officer and Director

  /s/ SHEILA O'CONNELL COOPER   President, Chief Operating  March 1, 2000
  Sheila O'Connell Cooper        Officer, and Director
<PAGE>
  /s/ KRISTI L. HUBBARD         Senior Vice President       March 1, 2000
  Kristi L. Hubbard              and Controller
                                 (Principal Financial
                                 and Accounting Officer)

  /s/ CHARLES M. DIKER          Director                    March 1, 2000
  Charles M. Diker

  /s/ ROBERT S. FOLSOM          Director                    March 1, 2000
  Robert S. Folsom

  /s/ JOSEPH M. HAGGAR, III     Director                    March 1, 2000
  Joseph M. Haggar, III

  /s/ A. STARKE TAYLOR, JR.     Director                    March 1, 2000
  A. Starke Taylor, Jr.

  /s/ JOEL T. WILLIAMS, JR.     Director                    March 1, 2000
  Joel T. Williams, Jr.

<PAGE>

                         INDEX TO EXHIBITS

 Exhibit
   No.               Exhibit
 -------             -------
  5.1    Opinion of Haynes and Boone, LLP.

  23.1   Consent of Ernst & Young LLP.

  23.2   Consent of PricewaterhouseCoopers.

  23.3   Consent of Haynes and Boone, LLP (included in Exhibit 5.1).

  24.1   Power of Attorney of the directors (included on the signature
          page of this registration statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 7900}]
{"company-data": {"conformed-name": "BEAUTICONTROL COSMETICS INC", "cik": "0000788330", "assigned-sic": "2844", "irs-number": "752036343", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31512", "film-number": "559923"}, "business-address": {"street1": "2121 MIDWAY", "city": "CARROLLTON", "state": "TX", "zip": "75006", "phone": "9724580601"}, "former-company": {"former-conformed-name": "BEAUTICONTROL COSMETICS", "date-changed": "19860724"}}
As filed with the Securities and Exchange Commission on March 2, 2000

                                               Registration No. 333-_____
   ======================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                    __________________________________

                                 Form S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                    __________________________________
                            BeautiControl, Inc.
          (Exact name of registrant as specified in its charter)

             Delaware                             75-2036343
   (State or other jurisdiction       (I.R.S. Employer Identification No.)
 of incorporation or organization)

          2121 Midway Road                           75006
         Carrollton, Texas                         (Zip Code)
(Address of Principal Executive Offices)

                   1996 Non-Qualified Stock Option Plan
                         (Full title of the plan)
                    __________________________________
                             RICHARD W. HEATH
                    Chairman of the Executive Committee
                        and Chief Executive Officer
                            BeautiControl, Inc.
                             2121 Midway Road
                         Carrollton, Texas  75006
                              (972) 458-0601

(Name, address and telephone number, including area code, of agent for service)

                                 Copy to:

                               DAVID H. ODEN
                         Haynes and Boone, L.L.P.
                        901 Main Street, 31st Floor
                           Dallas, Texas  75202
                              (214) 651-5000

                      CALCULATION OF REGISTRATION FEE
 ------------------------------------------------------------------------------
 Title of Securities    Amount       Proposed        Proposed        Amount of
  To Be Registered      To Be        Maximum     Maximum Aggregate Registration
                      Registered  Offering Price Offering Price(1)    Fee(1)
                                   per Share(1)
 -------------------  ----------  -------------- ----------------- ------------
    Common Stock,      1,100,000      $2.59         $2,849,000         $752
   $.10 par value
 ------------------------------------------------------------------------------

    (1)     Estimated pursuant to Rule  457(h)(1) solely for the  purpose
    of calculating  the registration  fee, based  on the  average of  the
    high and  low price of the  Common Stock, as  reported on the  NASDAQ
    National Market, on February 29, 2000.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Incorporation of Prior Registration Statement by Reference.

       The contents  of the Registrant's Registration Statement  on  Form
  S-8,  Registration Number  333-17479,  filed  with  the  Securities and
  Exchange  Commission  on  December  9,   1996  (the  "1996  S-8"),   is
  incorporated here by reference.

  Item 8.   Exhibits.

  Exhibit No.              Exhibit
  -----------              -------
       5.1     Opinion of Haynes and Boone, LLP.

      23.1     Consent of Ernst & Young LLP.

      23.2     Consent of PricewaterhouseCoopers.

      23.3     Consent of Haynes and Boone, LLP (included in Exhibit 5.1).

      24.1     Power of Attorney of the directors (included on the
               signature page of this registration statement).
SIGNATURES

          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  Carrollton,
  State of Texas, on March 1, 2000.

                                 BEAUTICONTROL, INC.

                                 By:  /s/ RICHARD W. HEATH
                                      -----------------------------------
                                      Richard W. Heath
                                      Chairman of the Executive Committee
                                      And Chief Executive Officer

          KNOW  ALL  BY THESE  PRESENTS,  that each  of  the  undersigned
  hereby constitutes and appoints Richard W. Heath and Kristi L. Hubbard,
  and each of them (with full power to each of them to act alone), his or
  her true and lawful  attorneys-in-fact and agents,  with full power  of
  substitution, for him or her and on his or her behalf and in his or her
  name, place and stead, in any and all capacities, to sign, execute, and
  file  with  the  Securities  and  Exchange  Commission  and  any  state
  securities regulatory board or commission any documents relating to the
  proposed issuance and registration  of the securities offered  pursuant
  to this registration statement on Form S-8 under the Securities Act  of
  1933, including any amendment or amendments relating thereto, with  all
  exhibits and any and  all documents required to  be filed with  respect
  thereto with any  regulatory authority, granting  unto said  attorneys,
  and each of them, full power and  authority to do and perform each  and
  every act and thing requisite and necessary to be done in and about the
  premises in order to  effectuate the same as  fully to all intents  and
  purposes as he or she might  or could do if personally present,  hereby
  ratifying and confirming all that said attorneys-in-fact and agents, or
  either of them, or their or  his or her substitute or substitutes,  may
  lawfully do or cause to be done.

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

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

  /s/ JINGER L. HEATH           Chairman of the Board       March 1, 2000
  Jinger L. Heath                and Director

  /s/ RICHARD W. HEATH          Chairman of the Executive   March 1, 2000
  Richard W. Heath               Committee, Chief Executive
                                 Officer and Director

  /s/ SHEILA O'CONNELL COOPER   President, Chief Operating  March 1, 2000
  Sheila O'Connell Cooper        Officer, and Director
/s/ KRISTI L. HUBBARD         Senior Vice President       March 1, 2000
  Kristi L. Hubbard              and Controller
                                 (Principal Financial
                                 and Accounting Officer)

  /s/ CHARLES M. DIKER          Director                    March 1, 2000
  Charles M. Diker

  /s/ ROBERT S. FOLSOM          Director                    March 1, 2000
  Robert S. Folsom

  /s/ JOSEPH M. HAGGAR, III     Director                    March 1, 2000
  Joseph M. Haggar, III

  /s/ A. STARKE TAYLOR, JR.     Director                    March 1, 2000
  A. Starke Taylor, Jr.

  /s/ JOEL T. WILLIAMS, JR.     Director                    March 1, 2000
  Joel T. Williams, Jr.
INDEX TO EXHIBITS

 Exhibit
   No.               Exhibit
 -------             -------
  5.1    Opinion of Haynes and Boone, LLP.

  23.1   Consent of Ernst & Young LLP.

  23.2   Consent of PricewaterhouseCoopers.

  23.3   Consent of Haynes and Boone, LLP (included in Exhibit 5.1).

  24.1   Power of Attorney of the directors (included on the signature
          page of this registration statement).