As filed with the Securities and Exchange Commission on January 21, 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
                          EMPLOYEE STOCK PURCHASE PLAN
                        WARRANTS TO PURCHASE COMMON STOCK
                           (Full titles of the plans)


                                MARK A. VIDOVICH
                             Chief Executive Officer
                                Day Runner, Inc.
                               15295 Alton Parkway
                            Irvine, California 92718
                                 (714) 680-3500
            (Name, address and telephone number of agent for service)



                                    Copy to:
                             RONALD W. BUCKLY, ESQ.
                            KATHERINE F. ASHTON, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 500
                         Santa Monica, California 90401





<PAGE>




<TABLE>

<CAPTION>

                         CALCULATION OF REGISTRATION FEE

<S>                          <C>                     <C>                       <C>              <C>      
          Title                                                                 Proposed
            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            350,000 (1)             $38.00(2)            $13,300,000(2)        $3,924

       Common Stock,
     $0.001 par value             25,000 (3)             $25.625              $   640,625           $  189
                                                                                                     ------

                                                                       TOTAL                         $4,113
                                                                                                     ======
</TABLE>



(1)   Represents 275,000 shares issuable upon the exercise of options granted or
      to be granted under the Company's 1995 Stock Option Plan and 75,000 shares
      issuable under the Company's Employee Stock Purchase 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
      January  14,  1998,  as reported  by The Nasdaq  Stock  Market in The Wall
      Street Journal.

(3) Represents shares issuable upon the exercise of outstanding warrants.







<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, 1997.

                  Item 3(b)

                           The  Registrant's  Quarterly  Report on Form 10-Q for
                           the quarter ended September 30, 1997.

                  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. 2 dated as of September 19, 1997 to 1995 Stock
                  Option Plan
   10.2           Amendment No 2 dated as of September 19, 1997 to Employee
                  Stock Purchase Plan
   10.3           Warrant to purchase 25,000 shares of the  Registrant's Common
                  Stock issued to Alan R. Rachlin on April 22, 1997
   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)

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 January 21, 1998.


                                             DAY RUNNER, INC.


                                    By:      Mark A. Vidovich
                                             -------------------------------
                                               Mark A. Vidovich,
                                                Chairman of the Board and
                                                Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  Mark A.  Vidovich 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
                    ---------                              -----                                      ----

     Mark A. Vidovich                               Chairman of the Board and Chief        January 21 , 1998
-----------------------------------------------     Executive Officer (Principal
     Mark A. Vidovich                               Executive Officer 
                                                    

     Dennis K. Marquardt                            Executive Vice President, Finance &    January 21 , 1998
-----------------------------------------------     Administration and Chief Financial
     Dennis K. Marquardt                            Officer (Principal Financial and
                                                    Accounting Officer)

     James E. Freeman, Jr.                          Director, President and Chief          January 21 , 1998
-----------------------------------------------     Operating Officer
     James E. Freeman, Jr.                          


     James P. Higgins                               Director                               January 21 , 1998
-----------------------------------------------
     James P. Higgins


     Jill Tate Higgins                              Director                               January 21 , 1998
-----------------------------------------------
     Jill Tate Higgins


     Charles Miller                                 Director                               January 21 , 1998
-----------------------------------------------
     Charles Miller


     Alan R. Rachlin                                Director                               January 21 , 1998
-----------------------------------------------
     Alan R. Rachlin


     Boyd I. Willat                                 Director                               January 21 , 1998
-----------------------------------------------
     Boyd I. Willat


     Felice Willat                                  Director                               January 21 , 1998
-----------------------------------------------
     Felice Willat

</TABLE>






<PAGE>

<TABLE>
<CAPTION>


                                INDEX TO EXHIBITS


<S>          <C>                                                                      <C>
                                                                                        Sequentially
Exhibit                                                                                   Numbered
Number                     Exhibit                                                         Page

    5.1      Opinion of Bryan Cave LLP..............................................

   10.1      Amendment No. 2 dated as of September 19, 1997 to
             1995 Stock Option Plan.................................................

   10.2      Amendment dated as of September 19, 1997 to
             Employee Stock Purchase Plan...........................................

   10.3      Warrant to purchase 25,000 shares of the Registrant's
             Common Stock issued to Alan R. Rachlin on April 22, 1997...............

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


</TABLE>
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21061}]
{"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": "333-44627", "film-number": "98510474"}, "business-address": {"street1": "15295 ALTON PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "714/680-3500"}, "mail-address": {"street1": "15295 ALTON PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92718"}}
As filed with the Securities and Exchange Commission on January 21, 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
                          EMPLOYEE STOCK PURCHASE PLAN
                        WARRANTS TO PURCHASE COMMON STOCK
                           (Full titles of the plans)

                                MARK A. VIDOVICH
                             Chief Executive Officer
                                Day Runner, Inc.
                               15295 Alton Parkway
                            Irvine, California 92718
                                 (714) 680-3500
            (Name, address and telephone number of agent for service)

                                    Copy to:
                             RONALD W. BUCKLY, ESQ.
                            KATHERINE F. ASHTON, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 500
                         Santa Monica, California 90401
CALCULATION OF REGISTRATION FEE
Title                                                                 Proposed
            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            350,000 (1)             $38.00(2)            $13,300,000(2)        $3,924

       Common Stock,
     $0.001 par value             25,000 (3)             $25.625              $   640,625           $  189
                                                                                                     ------

                                                                       TOTAL                         $4,113
                                                                                                     ======
(1)   Represents 275,000 shares issuable upon the exercise of options granted or
      to be granted under the Company's 1995 Stock Option Plan and 75,000 shares
      issuable under the Company's Employee Stock Purchase 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
      January  14,  1998,  as reported  by The Nasdaq  Stock  Market in The Wall
      Street Journal.

(3) Represents shares issuable upon the exercise of outstanding warrants.
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, 1997.

                  Item 3(b)

                           The  Registrant's  Quarterly  Report on Form 10-Q for
                           the quarter ended September 30, 1997.

                  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. 2 dated as of September 19, 1997 to 1995 Stock
                  Option Plan
   10.2           Amendment No 2 dated as of September 19, 1997 to Employee
                  Stock Purchase Plan
   10.3           Warrant to purchase 25,000 shares of the  Registrant's Common
                  Stock issued to Alan R. Rachlin on April 22, 1997
   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)

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 January 21, 1998.

                                             DAY RUNNER, INC.

                                    By:      Mark A. Vidovich
                                             -------------------------------
                                               Mark A. Vidovich,
                                                Chairman of the Board and
                                                Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  Mark A.  Vidovich 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
                    ---------                              -----                                      ----

     Mark A. Vidovich                               Chairman of the Board and Chief        January 21 , 1998
-----------------------------------------------     Executive Officer (Principal
     Mark A. Vidovich                               Executive Officer 
                                                    

     Dennis K. Marquardt                            Executive Vice President, Finance &    January 21 , 1998
-----------------------------------------------     Administration and Chief Financial
     Dennis K. Marquardt                            Officer (Principal Financial and
                                                    Accounting Officer)

     James E. Freeman, Jr.                          Director, President and Chief          January 21 , 1998
-----------------------------------------------     Operating Officer
     James E. Freeman, Jr.                          

     James P. Higgins                               Director                               January 21 , 1998
-----------------------------------------------
     James P. Higgins

     Jill Tate Higgins                              Director                               January 21 , 1998
-----------------------------------------------
     Jill Tate Higgins

     Charles Miller                                 Director                               January 21 , 1998
-----------------------------------------------
     Charles Miller

     Alan R. Rachlin                                Director                               January 21 , 1998
-----------------------------------------------
     Alan R. Rachlin

     Boyd I. Willat                                 Director                               January 21 , 1998
-----------------------------------------------
     Boyd I. Willat

     Felice Willat                                  Director                               January 21 , 1998
-----------------------------------------------
     Felice Willat
INDEX TO EXHIBITS
Sequentially
Exhibit                                                                                   Numbered
Number                     Exhibit                                                         Page

    5.1      Opinion of Bryan Cave LLP..............................................

   10.1      Amendment No. 2 dated as of September 19, 1997 to
             1995 Stock Option Plan.................................................

   10.2      Amendment dated as of September 19, 1997 to
             Employee Stock Purchase Plan...........................................

   10.3      Warrant to purchase 25,000 shares of the Registrant's
             Common Stock issued to Alan R. Rachlin on April 22, 1997...............

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