As filed with the Securities and Exchange Commission on December 16, 1998
                                                      Registration No. 333-_____


                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549


                                           FORM S-8

                                    REGISTRATION STATEMENT
                                            Under
                                  THE SECURITIES ACT OF 1933


                                       DAY RUNNER, INC.
                    (Exact name of registrant as specified in its charter)

                       Delaware                                95-3624280
            (State or other jurisdiction of                   (I.R.S. Employer
            incorporation or organization)                 Identification No.)

                  15295 Alton Parkway
                  Irvine, California        92618
       (Address of Principal Executive Offices) (Zip Code)



                                    1995 STOCK OPTION PLAN
                           NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              WARRANTS TO PURCHASE COMMON STOCK
                                  (Full titles of the plans)


                                    JAMES E. FREEMAN, JR.
                                   Chief Executive Officer
                                       Day Runner, Inc.
                                     15295 Alton Parkway
                                   Irvine, California 92618
                                        (714) 680-3500
                  (Name, address and telephone number of agent for service)



                                           Copy to:
                                  KATHERINE F. ASHTON, ESQ.
                                        Bryan Cave LLP
                                   120 Broadway, Suite 300
                                Santa Monica, California 90401



<PAGE>

<TABLE>
<CAPTION>



                         CALCULATION OF REGISTRATION FEE


                                                                                Proposed
         Title of                 Amount                Proposed                 Maximum
        Securities               of Shares               Maximum                Aggregate          Amount of
           to be                   to be             Offering Price             Offering         Registration
        Registered              Registered              per Share                 Price               Fee
        ----------              ----------              ---------                 -----               ---

      <S>                       <C>                    <C>                   <C>                  <C>
       Common Stock,
     $0.001 par value            525,000(1)              $19.625(2)           $10,303,125(2)        $3,039

       Common Stock,
     $0.001 par value             25,000(3)              $20.625                 $515,625             $153

           TOTAL                 550,000                                                            $3,192
                                 =======                                                             =====


</TABLE>

(1)  Represents  375,000 shares issuable upon the exercise of options granted or
     to be granted under the Company's 1995 Stock Option Plan and 150,000 shares
     issuable  upon the exercise of options  granted or to be granted  under the
     Company's Non-Employee Director Stock Option Plan.

(2)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the  registration fee on the basis of the average of the high and
     low  reported  sales  prices of a share of the  Company's  Common  Stock on
     December  11,  1998,  as  reported by The Nasdaq  Stock  Market in The Wall
     Street Journal.

(3)  Represents  shares  issuable upon the exercise of  outstanding  warrants to
     purchase an aggregate of 25,000 shares of the Company's  Common Stock at an
     exercise price of $20.625 per share.







<PAGE>


PART I.       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information  specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to plan participants as specified in
Rule 428(b)(1) and, in accordance with the instructions to Part I, are not filed
with the Commission as part of this Registration Statement.


PART II.      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

              The following documents and information  previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

              Item 3(a)

              The  Registrant's  Annual  Report on Form 10-K for the year  ended
              June 30, 1998.

              Item 3(b)

              The  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
              ended September 30, 1998.

              The Registrant's Current Report on Form 8-K filed with the
              Commission on November 12, 1998.

              Item 3(c)

              The description of the Registrant's  Common Stock contained in the
              Registrant's  Registration Statement on Form S-1 (Registration No.
              33-45391),  as amended by the Registrant's  Current Report on Form
              8-K filed with the  Commission  on August 5, 1993,  including  any
              amendments  or  reports  filed for the  purpose of  updating  such
              description.

              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,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  hereof  from  the date of  filing  such
documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Sections 145(a) and 145(b) of the Delaware General Corporation Law permit a
corporation  to indemnify  any person  against  expenses  (including  attorneys'
fees),  judgments,  fines  and  amounts  paid  in  settlement  or  actually  and
reasonably incurred by such person in connection with any threatened, pending or
completed  nonderivative action and against expenses (including attorneys' fees)
actually and reasonably  incurred in connection with any threatened,  pending or
completed  derivative  action if such person was or is a party or was threatened
to be made a party to such  action by reason of the fact that such  person is or
was  a  director,   officer,   employee  or  agent  of  the   corporation.   Any
indemnification shall be made if a determination in each instance is made either
by a majority  vote of the Board of  Directors  (other  than  directors  who are
parties to such action) even though less than a quorum, by the stockholders,  or
by independent legal counsel in a written opinion,  that such indemnification is
proper because the director,  officer, employee or agent acted in good faith and
in a manner that such person reasonably  believed to be in or not opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, that such person had no reasonable cause to believe that his conduct
was  unlawful.  However,  no  indemnification  may be  made  with  respect  to a
derivative  action if such person is  adjudged to be liable to the  corporation,
unless and only to the extent that the  Delaware  Court of Chancery or the court
in which the action was brought  determines upon application  that,  despite the
adjudication of liability but in view of all the  circumstances,  such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.  To the  extent  that a person  has been  successful  in  defense of any
action,  suit or proceeding,  Section 145(c)  provides that such person shall be
indemnified  against expenses actually and reasonably incurred by such person in
connection  therewith.  A  corporation  may also  advance  expenses  incurred in
defending  proceedings  against  an officer  or a  director  upon  receipt of an
undertaking  by or on behalf of such officer or director to repay such  expenses
to the corporation if it is ultimately  determined that such officer or director
is not entitled to be indemnified  for such expenses.  The  indemnification  and
advancement of expenses provided under the Delaware General  Corporation Law are
not exclusive of any other rights to  indemnification or advancement of expenses
a person may be entitled to under any bylaw, agreement,  vote of stockholders or
disinterested directors or otherwise.

     Under the terms of Article VIII of the Registrant's  Bylaws, the Registrant
is required to  indemnify  any person who is or was a director or officer of the
Registrant (or is or was serving at the request of the Registrant as a director,
officer, trustee or partner of another corporation,  partnership, joint venture,
trust or other  enterprise)  in the manner and to the fullest  extent  permitted
under  Section 145 of the Delaware  General  Corporation  Law against  expenses,
liabilities and other matters covered by or referred to in Section 145.

     As  permitted  by  paragraph  (7) of  subsection  (b) of Section 102 of the
Delaware General  Corporation Law, Article VIII of the Registrant's  Certificate
of Incorporation  provides that no director of the Registrant shall be liable to
the Registrant or its stockholders for monetary damages for breach of his or her
fiduciary  duty  as a  director  except  for  liability  (a) for  breach  of the
director's duty of loyalty to the corporation or its stockholders;  (b) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of  law;  (c)  under  Section  174 of the  Delaware  General
Corporation  Law (relating to unlawful  declarations or payments of dividends or
unlawful stock purchases or redemptions);  or (d) for any transaction from which
the director derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

 Exhibit
 Number

    5.1           Opinion of Bryan Cave LLP
   10.1           Amendment No. 3 to 1995 Stock Option Plan
   10.2           Non-Employee Director Stock Option Plan
   10.3           Form of Warrant dated April 20, 1998 to purchase shares of the
                  Registrant's Common Stock and Schedule of Warrantholders(1)
   23.1           Consent of  Deloitte  & Touche  LLP
   23.2           Consent of Bryan Cave LLP(included  in  Exhibit  5.1)
   24.1           Power of Attorney (see  page 5 of this Registration Statement)



(1)   Incorporated by reference to the  Registrant's  Annual Report on Form 10-K
      (File No. 0-19835) as filed with the Commission on September 30, 1998.


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 of 1933;

     (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.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective 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  required 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  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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 which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.



<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 Irvine, State of California, on December 16, 1998.


                                DAY RUNNER, INC.


                                             By:   /s/ James E. Freeman, Jr.
                                                   ---------------------------
                                                   James  E.  Freeman,  Jr.,
                                                   Chief Executive Officer


                                      POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes and appoints James E. Freeman,  Jr. his or her
attorney-in-fact  and agent,  with full power of substitution for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  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,  granting unto said  attorney-in-fact  and
agent full power and authority to do so and perform each and every act and thing
requisite  and  necessary  to be  done  in  connection  with  this  Registration
Statement,  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  and
agent, or his substitute or substitutes,  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  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

<S>                                                   <C>                                    <C>
                     Signature                              Title                                      Date

  /s/ Mark A. Vidovich                               Chairman of the Board                   December 16, 1998
-----------------------------------------------
     Mark A. Vidovich


 /s/ James E. Freeman, Jr.                           Chief Executive Officer and Director
------------------------------------------------     (Principal Executive Officer)           December 16, 1998
     James E. Freeman, Jr.                                   


 /s/ Dennis K. Marquardt                             Executive Vice President, Finance &     December 16, 1998
-----------------------------------------------      Administration and Chief Financial Officer
   Dennis K. Marquardt                              (Principal Financial and Accounting Officer)


 /s/   James P. Higgins                               Director                                December 16, 1998
-----------------------------------------------
     James P. Higgins


 /s/ Jill Tate Higgins                               Director                                December 16, 1998
-----------------------------------------------
     Jill Tate Higgins


 /s/ Charles Miller                                  Director                                December 16, 1998
-----------------------------------------------
     Charles Miller


 /s/ Alan R. Rachlin                                 Director                                December 16, 1998
-----------------------------------------------
     Alan R. Rachlin


 /s/ Boyd I. Willat                                  Director                                December 16, 1998
-----------------------------------------------
     Boyd I. Willat


 /s/ Felice Willat                                   Director                                December 16, 1998
-----------------------------------------------
     Felice Willat

</TABLE>



<TABLE>
<CAPTION>


                                      INDEX TO EXHIBITS


                                                                                                    Sequentially
Exhibit                                                                                               Numbered
Number                     Exhibit                                                                      Page

   <S>       <C>                                                                                             
    5.1      Opinion of Bryan Cave LLP..............................................................

   10.1      Amendment No. 3 to 1995 Stock Option Plan..............................................

   10.2      Non-Employee Director Stock Option Plan................................................

   23.1      Consent of Deloitte & Touche LLP.......................................................
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 20740}]
{"company-data": {"conformed-name": "DAY RUNNER INC", "cik": "0000853102", "assigned-sic": "2780", "irs-number": "953624280", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69023", "film-number": "98770574"}, "business-address": {"street1": "15295 ALTON PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "7146803500"}, "mail-address": {"street1": "15295 ALTON PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92718"}}
As filed with the Securities and Exchange Commission on December 16, 1998
                                                      Registration No. 333-_____

                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549

                                           FORM S-8

                                    REGISTRATION STATEMENT
                                            Under
                                  THE SECURITIES ACT OF 1933

                                       DAY RUNNER, INC.
                    (Exact name of registrant as specified in its charter)

                       Delaware                                95-3624280
            (State or other jurisdiction of                   (I.R.S. Employer
            incorporation or organization)                 Identification No.)

                  15295 Alton Parkway
                  Irvine, California        92618
       (Address of Principal Executive Offices) (Zip Code)

                                    1995 STOCK OPTION PLAN
                           NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              WARRANTS TO PURCHASE COMMON STOCK
                                  (Full titles of the plans)

                                    JAMES E. FREEMAN, JR.
                                   Chief Executive Officer
                                       Day Runner, Inc.
                                     15295 Alton Parkway
                                   Irvine, California 92618
                                        (714) 680-3500
                  (Name, address and telephone number of agent for service)

                                           Copy to:
                                  KATHERINE F. ASHTON, ESQ.
                                        Bryan Cave LLP
                                   120 Broadway, Suite 300
                                Santa Monica, California 90401
CALCULATION OF REGISTRATION FEE

                                                                                Proposed
         Title of                 Amount                Proposed                 Maximum
        Securities               of Shares               Maximum                Aggregate          Amount of
           to be                   to be             Offering Price             Offering         Registration
        Registered              Registered              per Share                 Price               Fee
        ----------              ----------              ---------                 -----               ---
Common Stock,
     $0.001 par value            525,000(1)              $19.625(2)           $10,303,125(2)        $3,039

       Common Stock,
     $0.001 par value             25,000(3)              $20.625                 $515,625             $153

           TOTAL                 550,000                                                            $3,192
                                 =======                                                             =====
(1)  Represents  375,000 shares issuable upon the exercise of options granted or
     to be granted under the Company's 1995 Stock Option Plan and 150,000 shares
     issuable  upon the exercise of options  granted or to be granted  under the
     Company's Non-Employee Director Stock Option Plan.

(2)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the  registration fee on the basis of the average of the high and
     low  reported  sales  prices of a share of the  Company's  Common  Stock on
     December  11,  1998,  as  reported by The Nasdaq  Stock  Market in The Wall
     Street Journal.

(3)  Represents  shares  issuable upon the exercise of  outstanding  warrants to
     purchase an aggregate of 25,000 shares of the Company's  Common Stock at an
     exercise price of $20.625 per share.
PART I.       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information  specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to plan participants as specified in
Rule 428(b)(1) and, in accordance with the instructions to Part I, are not filed
with the Commission as part of this Registration Statement.

PART II.      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

              The following documents and information  previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

              Item 3(a)

              The  Registrant's  Annual  Report on Form 10-K for the year  ended
              June 30, 1998.

              Item 3(b)

              The  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
              ended September 30, 1998.

              The Registrant's Current Report on Form 8-K filed with the
              Commission on November 12, 1998.

              Item 3(c)

              The description of the Registrant's  Common Stock contained in the
              Registrant's  Registration Statement on Form S-1 (Registration No.
              33-45391),  as amended by the Registrant's  Current Report on Form
              8-K filed with the  Commission  on August 5, 1993,  including  any
              amendments  or  reports  filed for the  purpose of  updating  such
              description.

              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,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  hereof  from  the date of  filing  such
documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Sections 145(a) and 145(b) of the Delaware General Corporation Law permit a
corporation  to indemnify  any person  against  expenses  (including  attorneys'
fees),  judgments,  fines  and  amounts  paid  in  settlement  or  actually  and
reasonably incurred by such person in connection with any threatened, pending or
completed  nonderivative action and against expenses (including attorneys' fees)
actually and reasonably  incurred in connection with any threatened,  pending or
completed  derivative  action if such person was or is a party or was threatened
to be made a party to such  action by reason of the fact that such  person is or
was  a  director,   officer,   employee  or  agent  of  the   corporation.   Any
indemnification shall be made if a determination in each instance is made either
by a majority  vote of the Board of  Directors  (other  than  directors  who are
parties to such action) even though less than a quorum, by the stockholders,  or
by independent legal counsel in a written opinion,  that such indemnification is
proper because the director,  officer, employee or agent acted in good faith and
in a manner that such person reasonably  believed to be in or not opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, that such person had no reasonable cause to believe that his conduct
was  unlawful.  However,  no  indemnification  may be  made  with  respect  to a
derivative  action if such person is  adjudged to be liable to the  corporation,
unless and only to the extent that the  Delaware  Court of Chancery or the court
in which the action was brought  determines upon application  that,  despite the
adjudication of liability but in view of all the  circumstances,  such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.  To the  extent  that a person  has been  successful  in  defense of any
action,  suit or proceeding,  Section 145(c)  provides that such person shall be
indemnified  against expenses actually and reasonably incurred by such person in
connection  therewith.  A  corporation  may also  advance  expenses  incurred in
defending  proceedings  against  an officer  or a  director  upon  receipt of an
undertaking  by or on behalf of such officer or director to repay such  expenses
to the corporation if it is ultimately  determined that such officer or director
is not entitled to be indemnified  for such expenses.  The  indemnification  and
advancement of expenses provided under the Delaware General  Corporation Law are
not exclusive of any other rights to  indemnification or advancement of expenses
a person may be entitled to under any bylaw, agreement,  vote of stockholders or
disinterested directors or otherwise.

     Under the terms of Article VIII of the Registrant's  Bylaws, the Registrant
is required to  indemnify  any person who is or was a director or officer of the
Registrant (or is or was serving at the request of the Registrant as a director,
officer, trustee or partner of another corporation,  partnership, joint venture,
trust or other  enterprise)  in the manner and to the fullest  extent  permitted
under  Section 145 of the Delaware  General  Corporation  Law against  expenses,
liabilities and other matters covered by or referred to in Section 145.

     As  permitted  by  paragraph  (7) of  subsection  (b) of Section 102 of the
Delaware General  Corporation Law, Article VIII of the Registrant's  Certificate
of Incorporation  provides that no director of the Registrant shall be liable to
the Registrant or its stockholders for monetary damages for breach of his or her
fiduciary  duty  as a  director  except  for  liability  (a) for  breach  of the
director's duty of loyalty to the corporation or its stockholders;  (b) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of  law;  (c)  under  Section  174 of the  Delaware  General
Corporation  Law (relating to unlawful  declarations or payments of dividends or
unlawful stock purchases or redemptions);  or (d) for any transaction from which
the director derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

 Exhibit
 Number

    5.1           Opinion of Bryan Cave LLP
   10.1           Amendment No. 3 to 1995 Stock Option Plan
   10.2           Non-Employee Director Stock Option Plan
   10.3           Form of Warrant dated April 20, 1998 to purchase shares of the
                  Registrant's Common Stock and Schedule of Warrantholders(1)
   23.1           Consent of  Deloitte  & Touche  LLP
   23.2           Consent of Bryan Cave LLP(included  in  Exhibit  5.1)
   24.1           Power of Attorney (see  page 5 of this Registration Statement)

(1)   Incorporated by reference to the  Registrant's  Annual Report on Form 10-K
      (File No. 0-19835) as filed with the Commission on September 30, 1998.

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 of 1933;

     (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.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective 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  required 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  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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 which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.
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 Irvine, State of California, on December 16, 1998.

                                DAY RUNNER, INC.

                                             By:   /s/ James E. Freeman, Jr.
                                                   ---------------------------
                                                   James  E.  Freeman,  Jr.,
                                                   Chief Executive Officer

                                      POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes and appoints James E. Freeman,  Jr. his or her
attorney-in-fact  and agent,  with full power of substitution for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  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,  granting unto said  attorney-in-fact  and
agent full power and authority to do so and perform each and every act and thing
requisite  and  necessary  to be  done  in  connection  with  this  Registration
Statement,  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  and
agent, or his substitute or substitutes,  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  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                              Title                                      Date

  /s/ Mark A. Vidovich                               Chairman of the Board                   December 16, 1998
-----------------------------------------------
     Mark A. Vidovich

 /s/ James E. Freeman, Jr.                           Chief Executive Officer and Director
------------------------------------------------     (Principal Executive Officer)           December 16, 1998
     James E. Freeman, Jr.                                   

 /s/ Dennis K. Marquardt                             Executive Vice President, Finance &     December 16, 1998
-----------------------------------------------      Administration and Chief Financial Officer
   Dennis K. Marquardt                              (Principal Financial and Accounting Officer)

 /s/   James P. Higgins                               Director                                December 16, 1998
-----------------------------------------------
     James P. Higgins

 /s/ Jill Tate Higgins                               Director                                December 16, 1998
-----------------------------------------------
     Jill Tate Higgins

 /s/ Charles Miller                                  Director                                December 16, 1998
-----------------------------------------------
     Charles Miller

 /s/ Alan R. Rachlin                                 Director                                December 16, 1998
-----------------------------------------------
     Alan R. Rachlin

 /s/ Boyd I. Willat                                  Director                                December 16, 1998
-----------------------------------------------
     Boyd I. Willat

 /s/ Felice Willat                                   Director                                December 16, 1998
-----------------------------------------------
     Felice Willat
INDEX TO EXHIBITS

                                                                                                    Sequentially
Exhibit                                                                                               Numbered
Number                     Exhibit                                                                      Page
5.1      Opinion of Bryan Cave LLP..............................................................

   10.1      Amendment No. 3 to 1995 Stock Option Plan..............................................

   10.2      Non-Employee Director Stock Option Plan................................................

   23.1      Consent of Deloitte & Touche LLP.......................................................