Registration No. 333-_____
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   -----------

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

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

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


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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

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

Common Stock,     50,000        $8.25         $412,500.00            $115
 no par value
===============================================================================

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

     (2)Pursuant to Rule 457 under the Securities  Act of 1933, as amended,  the
        proposed  maximum  offering  price per share  and the  proposed  maximum
        aggregate   offering   price  are  estimated   solely  for  purposes  of
        calculating the  registration  fee and are based upon the average of the
        high and low prices of the Common Stock of the  Registrant on the Nasdaq
        National Market System on April 29, 1999.


<PAGE>


     INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

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



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

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

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


                        SIGNATURES


      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Westlake Village, State of California,  on this
3rd day of May, 1999.


                            THE RIGHT START, INC.



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


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

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

/s/ Jerry R. Welch        Chairman of the Board, President          May 3, 1999
---------------------       and Chief Executive Officer
Jerry R. Welch

/s/ Richard A. Kayne          Director                              May 3, 1999
---------------------
Richard A. Kayne

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

                              Director                          _________, 1999
---------------------
Robert R. Hollman

/s/ Fred Kayne                Director                              May 3, 1999
---------------------
Fred Kayne

/s/ Howard M. Zelikow         Director                              May 3, 1999
---------------------
Howard M. Zelikow

/s/ Gina M. Engelhard     Chief Financial Officer (principal        May 3, 1999
---------------------     financial and accounting officer) 
Gina M. Engelhard


<PAGE>


                       EXHIBIT INDEX



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

     23.1     Consent of PricewaterhouseCoopers LLP.

     23.2     Consent  of  Milbank,  Tweed,  Hadley & McCloy  LLP  (included  in
              Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FILED MAY 3, 1999", "secsgml_size_bytes": 7204}]
{"company-data": {"conformed-name": "RIGHT START INC /CA", "cik": "0000878720", "assigned-sic": "5961", "irs-number": "953971414", "state-of-incorporation": "CA", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77669", "film-number": "99609798"}, "business-address": {"street1": "5388 STERLING CENTER DR", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361", "phone": "8187077100"}, "mail-address": {"street1": "5388 STERLING CENTER DRIVE", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361"}}
Registration No. 333-_____
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   -----------

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

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

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

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

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

Common Stock,     50,000        $8.25         $412,500.00            $115
 no par value
===============================================================================

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

     (2)Pursuant to Rule 457 under the Securities  Act of 1933, as amended,  the
        proposed  maximum  offering  price per share  and the  proposed  maximum
        aggregate   offering   price  are  estimated   solely  for  purposes  of
        calculating the  registration  fee and are based upon the average of the
        high and low prices of the Common Stock of the  Registrant on the Nasdaq
        National Market System on April 29, 1999.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

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

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

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

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

      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Westlake Village, State of California,  on this
3rd day of May, 1999.

                            THE RIGHT START, INC.

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

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

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

/s/ Jerry R. Welch        Chairman of the Board, President          May 3, 1999
---------------------       and Chief Executive Officer
Jerry R. Welch

/s/ Richard A. Kayne          Director                              May 3, 1999
---------------------
Richard A. Kayne

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

                              Director                          _________, 1999
---------------------
Robert R. Hollman

/s/ Fred Kayne                Director                              May 3, 1999
---------------------
Fred Kayne

/s/ Howard M. Zelikow         Director                              May 3, 1999
---------------------
Howard M. Zelikow

/s/ Gina M. Engelhard     Chief Financial Officer (principal        May 3, 1999
---------------------     financial and accounting officer) 
Gina M. Engelhard
EXHIBIT INDEX

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

     23.1     Consent of PricewaterhouseCoopers LLP.

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