As filed with the Securities and Exchange Commission on January 8, 1998

                                                      Registration No. ________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                 ---------------

                                  NITCHES, INC.
               (Exact name of issuer as specified in its charter)

                 California                          95-2848021
          (State of Incorporation)       (IRS Employer Identification No.)
                                 ---------------

                       NITCHES, INC. EXECUTIVE OPTION PLAN
                            (Full title of the plan)

                           Steven P. Wyandt, President
                                  NITCHES, INC.
                              10280 Camino Santa Fe
                           San Diego, California 92121
                     (Name and address of agent for service)

                                 (619) 625-2633
           (Telephone number including area code of agent for service)
                                 ---------------

                                   Copies To:
                            James A. Mercer III, Esq.
                      Luce, Forward, Hamilton & Scripps LLP
                          600 West Broadway, 26th Floor
                           San Diego, California 92101
                                 ---------------

Approximate Date of Commencement of Proposed Sale: January 8, 1998.




<PAGE>



                          [CONTINUATION OF COVER PAGE]

                         CALCULATION OF REGISTRATION FEE



Title of       Amount to     Proposed       Proposed           Amount of
securities     be regis      maximum        maximum            registra
to be          tered(1)      aggregate      aggregate          tion fee(3)
registered                   offering       offering
                             price(2)       price(2)    
-------------------------------------------------------------------------------
Common          200,000        $6.28        $314,062.50          $92.65
Stock (no
par value)
-------------------------------------------------------------------------------

(1)      The  number  of shares of Common  Stock is an  aggregate  number  which
         includes   150,000  shares  of  Common  Stock  which  were   previously
         registered on February 1, 1990(Registration No. 33- 33293).

(2)      Determined by using  $6.28125  which was the average of the bid and ask
         price of the  Registrant's  Common Stock in the NASDAQ  National Market
         January 6, l998, solely for the purpose of calculating the registration
         fee.

(3)      The amount of registration fee does not include the  registration  fees
         which were previously paid on the shares referred to in footnote (1).





<PAGE>



PROSPECTUS

                                  NITCHES, INC.

                                 200,000 shares

                                  Common Stock
                                 (No Par Value)

                                  NITCHES, INC.
                              EXECUTIVE OPTION PLAN
                              --------------------

     This Prospectus  relates to shares of the common stock, no par value,  (the
"Stock") of Nitches,  Inc.,  a California  corporation  (the  "Company"),  to be
offered to eligible directors, officers and employees of the Company pursuant to
the    Company's    Executive    Option   Plan,   as   amended   (the   "Plan").

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

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                       REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
                              ---------------------

     No  person  is  authorized  to  give  any   information   or  to  make  any
representations  other than those  contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by Nitches, Inc. This Prospectus does not constitute an offer to sell
or solicitation  of an offer to buy any securities  other than those to which it
relates or an offer or  solicitation  by anyone in any state in which such offer
or  solicitation  is not  authorized or in which the person making such offer or
solicitation  is not  qualified  to do so or to anyone to whom it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances,  create any implication that
there has been no change in the  affairs of the Company  since the date  hereof.
--------------------

                 The date of this Prospectus is January 8, 1998.



                                                         1

<PAGE>



         The  Company  is  subject  to  the  information   requirements  of  the
Securities  Exchange Act of 1934 (the "Exchange  Act") and, as such, is required
to file periodic reports and other  information with the Securities and Exchange
Commission (the "Commission").  Reports,  proxy statements and other information
concerning the Company may be inspected and copied at the Commission's Office of
Public  Reference,   Room  1024,   Judiciary  Plaza,  450  Fifth  Street,  N.W.,
Washington,  D.C.  2O549,  as  well as the  following  regional  offices  of the
Commission: 7 World Trade Center, New York, New York 10048; and at the Northwest
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
Company is an electronic  filer,  and the  Commission  maintains a Web site that
contains  information  regarding  the  Company.  The address of such Web site is
http://www.sec.gov.  Copies of such  material can also be obtained at prescribed
rates  from the Public  Reference  Section of the  Commission  at its  principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549.

         The Stock is quoted on the  NASDAQ  National  Market  Under the  symbol
"NICH".

         Any employee who receives  this  Prospectus  may request,  orally or in
writing  copy  of the  Company's  Annual  Report  to its  shareholders  for  the
Company's last fiscal year and any of the information that has been incorporated
by  reference  into this  Prospectus.  The Company  will  promptly  furnish such
information,  without charge, to the employee.  Requests should be mailed to the
Company's principal executive office,  Nitches, Inc., 10280 Camino Santa Fe, San
Diego, California, 92121 Attn: Secretary; telephone number (619) 625-2633.

         All  references  to the  "Plan"  in  this  Prospectus  shall  mean  the
Company's Executive Option Plan, as originally adopted by the Company's Board of
Directors  on October 3, 1989 and  approved  by the  Company's  shareholders  on
January 25, 1990, as amended by the Company's  Board of Directors on October 16,
1995 and approved by the  Company's  shareholders  on December 20, 1995,  and as
amended by the Company's Board of Directors on August 24, 1996.



                                        2

<PAGE>


                                TABLE OF CONTENTS


General Information About the Company.........................................1

General Nature and Purpose of the Plan........................................1

Amendment and Termination of the Plan.........................................1

Federal Tax Consequences of the Plans.........................................2

Securities to be Offered......................................................3

Participation in the Plan.....................................................3

Restrictions on Sale of Shares................................................3

Terms of the Plan.............................................................4

Adjustment of the Number of Shares............................................4

Merger or Consolidation; Dissolution..........................................4

Securities Law Compliance.....................................................5

Exercise of Stock Options.....................................................5

Assignment of Interest........................................................5

Administration of the Plan....................................................5

Certain Information for Future Years..........................................5

Incorporation of Certain Documents by Reference...............................6

Experts.......................................................................6

Indemnification of Directors and Officers.....................................7

Administration................................................................8

Eligibility and Participation.................................................8

Outstanding Options...........................................................8

Miscellaneous.................................................................8


                                        i

<PAGE>



General Information About the Company

         Nitches, Inc., a California corporation (the "Company"), is an importer
and  wholesale   distributor   of  women's   sportswear   manufactured   to  its
specifications in foreign  countries.  The Company was organized in 1971 and has
been  engaged in its  present  business  since  1973.  Clothing  imported by the
Company is distributed  in the United States under various  Company brand labels
and under private retailer labels.

         For  additional  information  concerning  the Company see the documents
incorporated by reference herein.

General Nature and Purpose of the Plan

         The Company's  Board of Directors  adopted an Executive  Option Plan on
October 3, 1989 (the "Plan") and the  shareholders  approved the Plan on January
25, 1990. On October 16, 1995, the Company's Board of Directors amended the Plan
to permit  directors to participate  and to increase the number of shares of the
Company's  Common Stock (the "Stock") for which options may be granted under the
Plan from 150,000 to 200,000,  which amendment was approved by the  shareholders
on December  20,  1995.  On August 24, 1996,  the  Company's  Board of Directors
amended the plan to permit cashless  exercises and to make conforming changes to
changes  in the  Commissions  rules  regarding  insider  trading  and  reporting
obligations.  The  number of shares of stock for which  options  may be  granted
under the Plan is 200,000.

         The main purpose of the Plan is to provide an  incentive to  directors,
key executives and employees of the Company to maximize their efforts and skills
towards the  advancement  and  betterment  of the  Company by  enabling  them to
increase their share of ownership,  and thereby  participate to a greater extent
in the increased  value,  if any, which may result in the price of the Company's
shares due to such efforts.

         The Plan is not qualified under Section 401(a) of the Internal  Revenue
Code of 1986 (the "Code"),  and is not subject to the Employee Retirement Income
Security Act of 1974.

Amendment and Termination of the Plan

         The Plan will  terminate as determined  by the Board of Directors.  Any
such  termination  will not affect options already granted and such options will
remain in effect as if the Plan had not been terminated.

         The Board of Directors may amend the Plan from time to time in
such respects as the Board may deem advisable.  However, the

                                        1

<PAGE>



consent of the holders of a majority of the  outstanding  Stock is required  for
any amendment of the Plan which would: materially increase the benefits accruing
to eligible participants; (ii) materially increase the number of shares of Stock
issuable; or (iii) materially modify the requirements as to eligibility.

Federal Tax Consequences of the Plans

         A  participant  who receives an option  under the Plan (an  "optionee")
will not  recognize  taxable  income upon the grant of that option.  An optionee
will recognize ordinary income upon the exercise of an option in an amount equal
to the excess of the fair  market  value of the  shares at the time of  exercise
over the exercise price.

         In the event an  optionee is an officer or director of the Company or a
beneficial  owner of more  than 10% of any  class of  equity  securities  of the
Company, the recognition of income will be deferred until the earlier of (i) six
months after the  exercise,  or (ii) the earliest date on which the sale of such
shares at a profit would not subject the optionee to suit under Section 16(b) of
the Exchange Act. Such optionee may, nevertheless, elect under Section 83 of the
Code within 30 days of exercise to  recognize  ordinary  income in the amount by
which the fair market  value of such shares on the date of exercise  exceeds the
option price.  Any gain realized which is  attributable  to  appreciation in the
value of such shares after the  exercise  date will be  considered  capital gain
rather  than  ordinary  income.  Any  loss  realized  which is  attributable  to
depreciation  in the  value of such  shares  after  the  exercise  date  will be
considered a capital loss.

         The  ordinary  income  recognized  by an employee  with  respect to the
exercise of an option will be subject to both wage  withholding  and  employment
taxes.  An  optionee's  tax basis in the shares  received on exercise of such an
option will be equal to the amount of any cash paid by the optionee on exercise,
plus the amount of ordinary income recognized as a result of the receipt of such
shares.  The holding  period for such shares would begin on the date of exercise
or, in the case of an officer,  director or beneficial owner of more than 10% of
any class of equity  securities  of the  Company  who does not make a Section 83
election,  on the  earlier of (i) six  months  after the  exercise,  or (ii) the
earliest  date on which  such  person may sell such  shares at a profit  without
being  subject to suit under  Section  16(b) of the  Exchange  Act.  The holding
period for shares  subject to a Section 83  election  would begin just after the
date of exercise. A deduction for Federal income tax purposes will be allowed to
the Company in an amount  equal to the  ordinary  income  taxable to an optionee
upon exercise,

                                        2

<PAGE>



provided that such amount constitutes an ordinary and necessary business expense
to the  Company  and is  reasonable,  and  further  provided  that  the  Company
satisfies its withholding obligation, if any, with respect to such income.

         The  foregoing  statement  is based  on  present  federal  tax laws and
regulations,  and does not purport to be a complete  description  of the federal
income tax  aspects of the Plan.  In  addition,  participants  may be subject to
certain  state  taxes,  which  are  not  described  herein.  Accordingly,   each
participant should consult his or her tax advisor with regard to the tax aspects
of his or her participation in the Plan.

Securities to be Offered

         The Plan covers shares of the Company's  authorized but unissued Stock.
The Plan, as currently in effect, authorizes options for the purchase of 200,000
shares of Stock.

Participation in the Plan

         Directors,  key executives and employees of the Company,  or any parent
or subsidiary corporation of the Company, who are selected by the Administrators
of the Plan,  are  eligible to  participate  in the Plan.  Participants  will be
selected for  participation on the basis of their office or position held in the
Company,  their  degree of  responsibility  for the  growth  and  success of the
Company, and their length of service, remuneration,  promotions and performance.
The basis for  determining  the options which may be granted to  participants in
the Plan is the same as that for determining who may participate in the Plan.

Restrictions on Sale of Shares

         The  Plan  contains  no  restrictions  on the sale of  shares  of Stock
following  exercise of an option.  However,  restrictions  on sales of Stock are
imposed by the  Securities Act of 1933 (the "Act") with regard to sales of Stock
by an  "affiliate" of the Company;  i.e., a person who,  directly or indirectly,
through one or more  intermediaries  controls,  or is under common control with,
the Company.  Sales by  affiliates  may,  however,  be made pursuant to Rule 144
promulgated under the Act, in a transaction  exempt from registration  under the
Act, or pursuant to an effective registration under the Act.


                                        3

<PAGE>



Terms of the Plan

         The price at which shares of Stock may be purchased upon exercise of an
option  shall be  determined  by the  Administrators  of the Plan at the date of
grant of the option, but in no event will the price be less than the fair market
value of the Stock on that date.  The granting of any option under the Plan does
not impose any obligation upon the participant to exercise the option.

         The  Administrators of the Plan may, in their discretion,  provide that
an option may be exercised  immediately or that it may not be exercised in whole
or in  part  for any  specified  period  or  periods  of  time.  Provisions  for
termination  of any options shall be determined  by the  Administrators  and set
forth in the stock option agreement, and may include termination of options upon
termination of employment,  office or directorship.  If such termination is as a
result of death or disability, the personal representative of the optionee shall
have six months  after the date of death or  disability  to exercise the options
exercisable at the date of termination.

Adjustment of the Number of Shares

         The  number of shares of Stock  subject  to  options  and the price per
share  shall be  adjusted  proportionately  in the event of any  subdivision  or
consolidation  of shares,  the payment of a stock dividend or other  transaction
which  increases or decreases  the number of issued shares of the Company but as
to which the Company does not receive payment for such shares.

Merger or Consolidation; Dissolution

         If the  Company  shall be the  surviving  corporation  in any merger or
consolidation, each outstanding option shall be equal to the securities to which
a holder of the  number of shares of the  Company  stock  subject  to the option
would have been  entitled  in such merger or  consolidation.  A  dissolution  or
liquidation of the Company or a merger or  consolidation in which the Company is
not the surviving  corporation shall cause each outstanding  option to terminate
unless  obligations  under the Plans are assumed by the  surviving  corporation;
provided,  however,  each optionee shall have the right immediately prior to any
such event to  exercise  all options  held by such  optionee in whole or in part
whether or not then exercisable under the terms of the option agreement.


                                        4

<PAGE>



Securities Law Compliance

         The Company is not  obligated to grant any option under the Plans or to
sell or issue any shares pursuant to any option agreement  executed  pursuant to
the Plans  unless the grant of the  option or the sale of shares is  effectively
registered,  qualified or exempt from  registration or  qualification  under all
applicable  federal and state  securities laws. The Company shall have the right
to suspend any optionee's ability to exercise any option granted under the Plans
if, in the  Company's  judgment,  such  suspension  is necessary or desirable in
order to permit  grants of options or sales of the  Company's  shares  under the
Plans  to  qualify  for  any  exemption  from  applicable   registration  and/or
qualification requirements.

Exercise of Stock Options

         An option is exercised by delivering  written notice of exercise to the
Company at its principal  place of business,  setting forth the number of shares
of Stock as to which the option is being  exercised.  Payment,  accompanying the
notice, shall be by bank certified or cashier's check for the full amount of the
purchase  price.  Payment  may also be made by  surrender  of a  portion  of the
options or other method of cashless exercise.

Assignment of Interest

         Options may not be sold, pledged, assigned or transferred in any manner
other  than by  will or by the  laws of  descent  and  distribution,  and may be
exercised only by the optionee.

Administration of the Plan

         The Plan is to be administered by a Committee appointed by the Board of
Directors  consisting of at least two members, all of whom must be "non-employee
directors" within the meaning of Rule 16b-3 promulgated by the Commission. If no
Committee is appointed,  then the Board of Directors shall administer the Plans.
The Committee or the Board, as the case may be,  determines  which  participants
will receive options,  the time when options shall be granted, the terms of such
options  (which may differ from one another),  and the number of shares of Stock
covered by the options.

Certain Information for Future Years

         Certain  information  referred  to in this  Prospectus  will be updated
through an Appendix (the "Appendix") which will be furnished to each participant
in the Plan. The Appendix should be

                                        5

<PAGE>



read in conjunction with this  Prospectus.  Although this Prospectus will not be
furnished to participants  annually, the Company will furnish an additional copy
of this Prospectus to any participant upon request.

Incorporation of Certain Documents by Reference

         The following documents,  which have been filed by the Company with the
Commission, are incorporated by reference herein:

         1.       The Company's  Annual Report to Shareholders for the Company's
                  most recent fiscal year.

         2.       All other  reports  filed by the Company  pursuant to Sections
                  13(a)  or  15(d)  of the  Exchange  Act  since  the end of the
                  Company's most recent fiscal year.

         3.       All documents subsequently filed by the Company pursuant
                  to Sections 13(a) and (c), 14 and 15(d) of the Exchange
                  Act shall be deemed to be incorporated by reference into
                  this Prospectus and to be a part hereof from the date of
                  filing of such documents until such time that a post-
                  effective amendment to the Registration Statement has
                  been filed which indicates that all Stock issued hereby
                  has been sold or which deregisters all Stock remaining
                  unsold at the time of such amendment.

Experts

         The consolidated balance sheets of Nitches, Inc. and subsidiaries as of
August  31,  1996,  and  the  related  consolidated  statements  of  operations,
shareholders equity and cash flows for each of the two years in the period ended
August 31, 1996  incorporated in this Prospectus by reference from the Company's
Annual  Report  on Form  10-K  have  been  audited  by  Deloitte  & Touche  LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference,  and have been so included  in reliance  upon the report of that firm
given upon their authority as experts in accounting and auditing.

          The consolidated  balance sheets of Nitches,  Inc. and subsidiaries as
of August 31,  1997,  and the related  consolidated  statements  of  operations,
shareholder's  equity and cash flows for the year then  ended,  incorporated  in
this Prospectus by reference from the Company's  Annual Report on Form 10-K have
been audited by Moss Adams LLP, independent  auditors, as stated in their report
which is incorporated herein by reference, and has been so included

                                        6

<PAGE>



in  reliance  upon their  report of that firm,  given  upon their  authority  as
experts in accounting and auditing.

Indemnification of Directors and Officers

         The Articles of  Incorporation  and Bylaws of the Company  provide that
the Company shall indemnify its officers, directors, employees and agents to the
fullest  extent  permitted  by  California  law.  Section 317 of the  California
Corporations  Code makes  provisions  for the  indemnification  of directors and
officers in terms sufficiently  broad to indemnify  directors and officers under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising  under the Act.  Section  317 and the  Company's  Articles of
Incorporation  also permit the Company,  through bylaw provisions and/or through
agreements  with  directors and officers to indemnify  directors and officers in
excess of the  indemnification  otherwise  permitted by Section 317. The form of
indemnification  agreement  currently  used by the  Company  does not  expressly
provide for exclusion of liability arising under the Act (except for a violation
of Section 16(b) of the Exchange Act).  However,  insofar as indemnification for
liabilities  arising  under the Act may be permitted to  directors,  officers or
persons  controlling the Company pursuant to Section 317, the Company's Articles
of Incorporation,  bylaws and form of indemnification agreement, the Company has
been  informed that in the opinion of the  Commission  such  indemnification  is
against public policy as expressed in the Act and is therefore unenforceable.


                                        7

<PAGE>



                                    APPENDIX


         This Appendix contains certain information supplementing the Prospectus
of Nitches,  Inc. (the  "Company"),  dated January 8, 1998. The Appendix  covers
shares of Common Stock,  no par value (the  "Stock"),  issuable  pursuant to the
exercise  of options  under the  Company's  Executive  Option Plan of October 3,
1989, as amended October 16, 1995, and as amended August 24, 1996 (the "Plan").

Administration

         The Plan is currently  administered  by a Committee  which  consists of
Luther A. Henderson and William L. Hoese. The business address of all members of
the Committee is 10280 Camino Santa Fe, San Diego, California 92121.

Eligibility and Participation

         As of January 8, 1998,  five  directors  and executive  employees  were
participating  in the  Plan  and  approximately  five  directors  and  executive
employees  were eligible to  participate  in the Plan under  current  management
guidelines.

Outstanding Options

         As of January 8, 1998,  53,000  options had been granted and  exercised
under the Plan. As of January 8, 1998,  the Company had options  outstanding  to
purchase 147,000 shares of its Stock under the Plan. For options  outstanding as
of January 8, 1998, the number of shares issuable upon exercise of such options,
the exercise price per share,  and the  expiration  dates of such options are as
follows:


   Aggregate             Average Exercise                  Range of
Number of Shares          Price Per Share              Expiration Dates
----------------          ---------------               ----------------
147,000                       $4.25                      March 14, 1999 -
                                                         March 14, 2001

Miscellaneous

         The  Company  will  furnish to any  optionee  receiving  a copy of this
Appendix,  who has misplaced or discarded his or her copy of the Prospectus,  an
additional  copy of the Prospectus  without  charge upon written  request to the
Secretary, Nitches, Inc., 10280 Camino Santa Fe, San Diego, California 92121.

         The date of this Appendix is January 8, 1998.

                                        8

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents,  which have been filed by the Company with the
Commission, are incorporated by reference herein:

         1.       The Company's  Annual Report to Shareholders for the Company's
                  most recent fiscal year.

         2.       All other  reports  filed by the Company  pursuant to Sections
                  13(a)  or  15(d)  of the  Exchange  Act  since  the end of the
                  Company's most recent fiscal year.

         3.       All documents  subsequently  filed by the Company  pursuant to
                  Sections 13(a) and (c), 14 and 15(d) of the Exchange Act shall
                  be deemed to be incorporated by reference into this Prospectus
                  and to be a part  hereof  from  the  date  of  filing  of such
                  documents until such time that a post- effective  amendment to
                  the Registration Statement has been filed which indicates that
                  all Stock issued hereby has been sold or which deregisters all
                  Stock remaining unsold at the time of such amendment.

Item 6.           Indemnification of Directors and Officers

         The Articles of  Incorporation  and Bylaws of the Company  provide that
the Company shall indemnify its officers, directors, employees and agents to the
fullest  extent  permitted  by  California  law.  Section 317 of the  California
Corporations  Code makes  provisions  for the  indemnification  of directors and
officers in terms sufficiently  broad to indemnify  directors and officers under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising  under the Act.  Section  317 and the  Company's  Articles of
Incorporation  also permit the Company,  through bylaw provisions and/or through
agreements  with  directors and officers to indemnify  directors and officers in
excess of the  indemnification  otherwise  permitted by Section 317. The form of
indemnification  agreement  currently  used by the  Company  does not  expressly
provide for exclusion of liability arising under the Act (except for a violation
of Section 16(b) of the Exchange Act).  However,  insofar as indemnification for
liabilities  arising  under the Act may be permitted to  directors,  officers or
persons  controlling the Company pursuant to Section 317, the Company's Articles
of Incorporation,  bylaws and form of indemnification agreement, the Company has
been informed that in the opinion of the

                                      II-1

<PAGE>



Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

Item 8.  Exhibits


Exhibit Number                Description
4.1                           Articles of Incorporation of the Company, as
                              amended(1)
4.2                           Bylaws of the Company, as amended(2)
5                             Opinion of Luce, Forward, Hamilton & Scripps
                              LLP regarding legality of securities being
                              offered

23.1                          Consent of Moss Adams LLP
23.2                          Consent of Deloitte & Touche LLP
23.3                          Consent of Luce, Forward, Hamilton & Scripps
                              LLP (filed as a portion of Exhibit 5)
24                            Power of Attorney (included on signature page)
99                            Executive Option Plan as amended

(1) Incorporated  by reference from Form 10-K for the fiscal year ended November
    21, 1990 and from the Form 10-Q for the period ended November 30, 1995.

(2) Incorporated  by  reference  from Form 10-K for the fiscal year ended August
    31, 1988, Exhibit 3.2, File No. 0-13851.

Item 9.           Undertakings

     1. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) 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.

     2. The undersigned  Registrant  hereby undertakes to deliver or cause to be
delivered with the Prospectus to each employee to whom the Prospectus is sent or
given a copy of the  Registrant's  annual  report to  stockholders  for its last
fiscal year, unless such employee  otherwise has received a copy of such report,
in which

                                      II-2

<PAGE>



case the Registrant shall state in the Prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee. If the
last fiscal year of the Registrant has ended within 120 days prior to the use of
the  Prospectus,  the annual report of the Registrant  for the preceding  fiscal
year may be so  delivered,  but within such 120 day period the annual report for
the last fiscal year will be furnished to each such employee.

     3. The undersigned  Registrant hereby undertakes to transmit or cause to be
transmitted  to all  employees  participating  in the Plan who do not  otherwise
receive such material as stockholders of the Registrant,  at the time and in the
manner such material is sent to its stockholders,  copies of all reports,  proxy
statements and other communications distribute to its stockholders generally.


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  cf  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 San Diego, and State California,  on this 8th day of
January, 1998.

                                       NITCHES, INC.


                                       By:\s\ STEVEN P. WYANDT
                                          -------------------------------------
                                          Steven P. Wyandt, President
                                          and Chief Executive Officer




                                      II-3

<PAGE>



                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Nitches, Inc. ("Company")
do hereby severally  constitute and appoint Steven P. Wyandt our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Steven P. Wyandt may deem
necessary  or  advisable  to  enable  the  Company  to  comply  with the  rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with the Registration  Statement on Form S-8 relating to the offering
of the Company's Common Stock, including specifically, but not limited to, power
and  authority  to  sign  for us or any of us in  our  names  in the  capacities
indicated  below,  the  Registration   Statement  and  any  and  all  amendments
(including  post-effective  amendments)  or supplements  thereto;  and we hereby
ratify and confirm  all that said Steven P. Wyandt  shall 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 below by the  following  persons in the
capacities and on the date indicated.


Dated:  January 8, 1998                   \S\ STEVEN P. WYANDT
                                              ---------------------------------
                                              Steven P. Wyandt, President,
                                              Chief Executive Officer, Chief
                                              Financial Officer and Director


        January 8, 1998                   \S\ ARJUN C. WANEY
                                              ---------------------------------
                                              Arjun C. Waney, Chairman of the
                                              Board and Director


        January 8, 1998                   \S\ LUTHER A HENDERSON
                                              ---------------------------------
                                              Luther A. Henderson, Director


        January 8, 1998                   \S\ EUGENE B. PRICE II
                                              ---------------------------------
                                              Eugene B. Price II, Director


        January 8, 1998                   \S\ WILLIAM L. HOESE
                                              ---------------------------------
                                              William L. Hoese, Director




                                      II-4

<PAGE>



                                  EXHIBIT INDEX



Exhibit Number                Description
4.1                           Articles of Incorporation of the
                              Company, as amended(1)
4.2                           Bylaws of the Company, as
                              amended(2)
5                             Opinion of Luce, Forward,
                              Hamilton & Scripps, LLP
                              regarding legality of securities
                              being offered
23.1                          Consent of Moss Adams LLP
23.2                          Consent of Deloitte & Touche LLP
23.3                          Consent of Luce, Forward,
                              Hamilton & Scripps, LLP (filed
                              as a portion of Exhibit 5)
24                            Power of Attorney (included on
                              signature page)
99                            Executive Option Plan, as
                              amended


(1) Incorporated  by reference from Form 10-K for the fiscal year ended November
    21, 1990 and from the Form 10-Q for the period ended November 30, 1995.

(2) Incorporated  by  reference  from Form 10-K for the fiscal year ended August
    31, 1988, Exhibit 3.2, File No. 0-13851.

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "NITCHES, INC. S-8", "secsgml_size_bytes": 39462}]
{"company-data": {"conformed-name": "NITCHES INC", "cik": "0000772263", "assigned-sic": "2330", "irs-number": "952848021", "state-of-incorporation": "CA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43909", "film-number": "98503142"}, "business-address": {"street1": "10280 CAMINO SANTA FE", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6196252633"}, "former-company": {"former-conformed-name": "BEEBAS CREATIONS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 8, 1998

                                                      Registration No. ________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                 ---------------

                                  NITCHES, INC.
               (Exact name of issuer as specified in its charter)

                 California                          95-2848021
          (State of Incorporation)       (IRS Employer Identification No.)
                                 ---------------

                       NITCHES, INC. EXECUTIVE OPTION PLAN
                            (Full title of the plan)

                           Steven P. Wyandt, President
                                  NITCHES, INC.
                              10280 Camino Santa Fe
                           San Diego, California 92121
                     (Name and address of agent for service)

                                 (619) 625-2633
           (Telephone number including area code of agent for service)
                                 ---------------

                                   Copies To:
                            James A. Mercer III, Esq.
                      Luce, Forward, Hamilton & Scripps LLP
                          600 West Broadway, 26th Floor
                           San Diego, California 92101
                                 ---------------

Approximate Date of Commencement of Proposed Sale: January 8, 1998.
[CONTINUATION OF COVER PAGE]

                         CALCULATION OF REGISTRATION FEE

Title of       Amount to     Proposed       Proposed           Amount of
securities     be regis      maximum        maximum            registra
to be          tered(1)      aggregate      aggregate          tion fee(3)
registered                   offering       offering
                             price(2)       price(2)    
-------------------------------------------------------------------------------
Common          200,000        $6.28        $314,062.50          $92.65
Stock (no
par value)
-------------------------------------------------------------------------------

(1)      The  number  of shares of Common  Stock is an  aggregate  number  which
         includes   150,000  shares  of  Common  Stock  which  were   previously
         registered on February 1, 1990(Registration No. 33- 33293).

(2)      Determined by using  $6.28125  which was the average of the bid and ask
         price of the  Registrant's  Common Stock in the NASDAQ  National Market
         January 6, l998, solely for the purpose of calculating the registration
         fee.

(3)      The amount of registration fee does not include the  registration  fees
         which were previously paid on the shares referred to in footnote (1).
PROSPECTUS

                                  NITCHES, INC.

                                 200,000 shares

                                  Common Stock
                                 (No Par Value)

                                  NITCHES, INC.
                              EXECUTIVE OPTION PLAN
                              --------------------

     This Prospectus  relates to shares of the common stock, no par value,  (the
"Stock") of Nitches,  Inc.,  a California  corporation  (the  "Company"),  to be
offered to eligible directors, officers and employees of the Company pursuant to
the    Company's    Executive    Option   Plan,   as   amended   (the   "Plan").

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

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                       REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
                              ---------------------

     No  person  is  authorized  to  give  any   information   or  to  make  any
representations  other than those  contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by Nitches, Inc. This Prospectus does not constitute an offer to sell
or solicitation  of an offer to buy any securities  other than those to which it
relates or an offer or  solicitation  by anyone in any state in which such offer
or  solicitation  is not  authorized or in which the person making such offer or
solicitation  is not  qualified  to do so or to anyone to whom it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances,  create any implication that
there has been no change in the  affairs of the Company  since the date  hereof.
--------------------

                 The date of this Prospectus is January 8, 1998.

                                                         1
The  Company  is  subject  to  the  information   requirements  of  the
Securities  Exchange Act of 1934 (the "Exchange  Act") and, as such, is required
to file periodic reports and other  information with the Securities and Exchange
Commission (the "Commission").  Reports,  proxy statements and other information
concerning the Company may be inspected and copied at the Commission's Office of
Public  Reference,   Room  1024,   Judiciary  Plaza,  450  Fifth  Street,  N.W.,
Washington,  D.C.  2O549,  as  well as the  following  regional  offices  of the
Commission: 7 World Trade Center, New York, New York 10048; and at the Northwest
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
Company is an electronic  filer,  and the  Commission  maintains a Web site that
contains  information  regarding  the  Company.  The address of such Web site is
http://www.sec.gov.  Copies of such  material can also be obtained at prescribed
rates  from the Public  Reference  Section of the  Commission  at its  principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549.

         The Stock is quoted on the  NASDAQ  National  Market  Under the  symbol
"NICH".

         Any employee who receives  this  Prospectus  may request,  orally or in
writing  copy  of the  Company's  Annual  Report  to its  shareholders  for  the
Company's last fiscal year and any of the information that has been incorporated
by  reference  into this  Prospectus.  The Company  will  promptly  furnish such
information,  without charge, to the employee.  Requests should be mailed to the
Company's principal executive office,  Nitches, Inc., 10280 Camino Santa Fe, San
Diego, California, 92121 Attn: Secretary; telephone number (619) 625-2633.

         All  references  to the  "Plan"  in  this  Prospectus  shall  mean  the
Company's Executive Option Plan, as originally adopted by the Company's Board of
Directors  on October 3, 1989 and  approved  by the  Company's  shareholders  on
January 25, 1990, as amended by the Company's  Board of Directors on October 16,
1995 and approved by the  Company's  shareholders  on December 20, 1995,  and as
amended by the Company's Board of Directors on August 24, 1996.

                                        2
TABLE OF CONTENTS

General Information About the Company.........................................1

General Nature and Purpose of the Plan........................................1

Amendment and Termination of the Plan.........................................1

Federal Tax Consequences of the Plans.........................................2

Securities to be Offered......................................................3

Participation in the Plan.....................................................3

Restrictions on Sale of Shares................................................3

Terms of the Plan.............................................................4

Adjustment of the Number of Shares............................................4

Merger or Consolidation; Dissolution..........................................4

Securities Law Compliance.....................................................5

Exercise of Stock Options.....................................................5

Assignment of Interest........................................................5

Administration of the Plan....................................................5

Certain Information for Future Years..........................................5

Incorporation of Certain Documents by Reference...............................6

Experts.......................................................................6

Indemnification of Directors and Officers.....................................7

Administration................................................................8

Eligibility and Participation.................................................8

Outstanding Options...........................................................8

Miscellaneous.................................................................8

                                        i
General Information About the Company

         Nitches, Inc., a California corporation (the "Company"), is an importer
and  wholesale   distributor   of  women's   sportswear   manufactured   to  its
specifications in foreign  countries.  The Company was organized in 1971 and has
been  engaged in its  present  business  since  1973.  Clothing  imported by the
Company is distributed  in the United States under various  Company brand labels
and under private retailer labels.

         For  additional  information  concerning  the Company see the documents
incorporated by reference herein.

General Nature and Purpose of the Plan

         The Company's  Board of Directors  adopted an Executive  Option Plan on
October 3, 1989 (the "Plan") and the  shareholders  approved the Plan on January
25, 1990. On October 16, 1995, the Company's Board of Directors amended the Plan
to permit  directors to participate  and to increase the number of shares of the
Company's  Common Stock (the "Stock") for which options may be granted under the
Plan from 150,000 to 200,000,  which amendment was approved by the  shareholders
on December  20,  1995.  On August 24, 1996,  the  Company's  Board of Directors
amended the plan to permit cashless  exercises and to make conforming changes to
changes  in the  Commissions  rules  regarding  insider  trading  and  reporting
obligations.  The  number of shares of stock for which  options  may be  granted
under the Plan is 200,000.

         The main purpose of the Plan is to provide an  incentive to  directors,
key executives and employees of the Company to maximize their efforts and skills
towards the  advancement  and  betterment  of the  Company by  enabling  them to
increase their share of ownership,  and thereby  participate to a greater extent
in the increased  value,  if any, which may result in the price of the Company's
shares due to such efforts.

         The Plan is not qualified under Section 401(a) of the Internal  Revenue
Code of 1986 (the "Code"),  and is not subject to the Employee Retirement Income
Security Act of 1974.

Amendment and Termination of the Plan

         The Plan will  terminate as determined  by the Board of Directors.  Any
such  termination  will not affect options already granted and such options will
remain in effect as if the Plan had not been terminated.

         The Board of Directors may amend the Plan from time to time in
such respects as the Board may deem advisable.  However, the

                                        1
consent of the holders of a majority of the  outstanding  Stock is required  for
any amendment of the Plan which would: materially increase the benefits accruing
to eligible participants; (ii) materially increase the number of shares of Stock
issuable; or (iii) materially modify the requirements as to eligibility.

Federal Tax Consequences of the Plans

         A  participant  who receives an option  under the Plan (an  "optionee")
will not  recognize  taxable  income upon the grant of that option.  An optionee
will recognize ordinary income upon the exercise of an option in an amount equal
to the excess of the fair  market  value of the  shares at the time of  exercise
over the exercise price.

         In the event an  optionee is an officer or director of the Company or a
beneficial  owner of more  than 10% of any  class of  equity  securities  of the
Company, the recognition of income will be deferred until the earlier of (i) six
months after the  exercise,  or (ii) the earliest date on which the sale of such
shares at a profit would not subject the optionee to suit under Section 16(b) of
the Exchange Act. Such optionee may, nevertheless, elect under Section 83 of the
Code within 30 days of exercise to  recognize  ordinary  income in the amount by
which the fair market  value of such shares on the date of exercise  exceeds the
option price.  Any gain realized which is  attributable  to  appreciation in the
value of such shares after the  exercise  date will be  considered  capital gain
rather  than  ordinary  income.  Any  loss  realized  which is  attributable  to
depreciation  in the  value of such  shares  after  the  exercise  date  will be
considered a capital loss.

         The  ordinary  income  recognized  by an employee  with  respect to the
exercise of an option will be subject to both wage  withholding  and  employment
taxes.  An  optionee's  tax basis in the shares  received on exercise of such an
option will be equal to the amount of any cash paid by the optionee on exercise,
plus the amount of ordinary income recognized as a result of the receipt of such
shares.  The holding  period for such shares would begin on the date of exercise
or, in the case of an officer,  director or beneficial owner of more than 10% of
any class of equity  securities  of the  Company  who does not make a Section 83
election,  on the  earlier of (i) six  months  after the  exercise,  or (ii) the
earliest  date on which  such  person may sell such  shares at a profit  without
being  subject to suit under  Section  16(b) of the  Exchange  Act.  The holding
period for shares  subject to a Section 83  election  would begin just after the
date of exercise. A deduction for Federal income tax purposes will be allowed to
the Company in an amount  equal to the  ordinary  income  taxable to an optionee
upon exercise,

                                        2
provided that such amount constitutes an ordinary and necessary business expense
to the  Company  and is  reasonable,  and  further  provided  that  the  Company
satisfies its withholding obligation, if any, with respect to such income.

         The  foregoing  statement  is based  on  present  federal  tax laws and
regulations,  and does not purport to be a complete  description  of the federal
income tax  aspects of the Plan.  In  addition,  participants  may be subject to
certain  state  taxes,  which  are  not  described  herein.  Accordingly,   each
participant should consult his or her tax advisor with regard to the tax aspects
of his or her participation in the Plan.

Securities to be Offered

         The Plan covers shares of the Company's  authorized but unissued Stock.
The Plan, as currently in effect, authorizes options for the purchase of 200,000
shares of Stock.

Participation in the Plan

         Directors,  key executives and employees of the Company,  or any parent
or subsidiary corporation of the Company, who are selected by the Administrators
of the Plan,  are  eligible to  participate  in the Plan.  Participants  will be
selected for  participation on the basis of their office or position held in the
Company,  their  degree of  responsibility  for the  growth  and  success of the
Company, and their length of service, remuneration,  promotions and performance.
The basis for  determining  the options which may be granted to  participants in
the Plan is the same as that for determining who may participate in the Plan.

Restrictions on Sale of Shares

         The  Plan  contains  no  restrictions  on the sale of  shares  of Stock
following  exercise of an option.  However,  restrictions  on sales of Stock are
imposed by the  Securities Act of 1933 (the "Act") with regard to sales of Stock
by an  "affiliate" of the Company;  i.e., a person who,  directly or indirectly,
through one or more  intermediaries  controls,  or is under common control with,
the Company.  Sales by  affiliates  may,  however,  be made pursuant to Rule 144
promulgated under the Act, in a transaction  exempt from registration  under the
Act, or pursuant to an effective registration under the Act.

                                        3
Terms of the Plan

         The price at which shares of Stock may be purchased upon exercise of an
option  shall be  determined  by the  Administrators  of the Plan at the date of
grant of the option, but in no event will the price be less than the fair market
value of the Stock on that date.  The granting of any option under the Plan does
not impose any obligation upon the participant to exercise the option.

         The  Administrators of the Plan may, in their discretion,  provide that
an option may be exercised  immediately or that it may not be exercised in whole
or in  part  for any  specified  period  or  periods  of  time.  Provisions  for
termination  of any options shall be determined  by the  Administrators  and set
forth in the stock option agreement, and may include termination of options upon
termination of employment,  office or directorship.  If such termination is as a
result of death or disability, the personal representative of the optionee shall
have six months  after the date of death or  disability  to exercise the options
exercisable at the date of termination.

Adjustment of the Number of Shares

         The  number of shares of Stock  subject  to  options  and the price per
share  shall be  adjusted  proportionately  in the event of any  subdivision  or
consolidation  of shares,  the payment of a stock dividend or other  transaction
which  increases or decreases  the number of issued shares of the Company but as
to which the Company does not receive payment for such shares.

Merger or Consolidation; Dissolution

         If the  Company  shall be the  surviving  corporation  in any merger or
consolidation, each outstanding option shall be equal to the securities to which
a holder of the  number of shares of the  Company  stock  subject  to the option
would have been  entitled  in such merger or  consolidation.  A  dissolution  or
liquidation of the Company or a merger or  consolidation in which the Company is
not the surviving  corporation shall cause each outstanding  option to terminate
unless  obligations  under the Plans are assumed by the  surviving  corporation;
provided,  however,  each optionee shall have the right immediately prior to any
such event to  exercise  all options  held by such  optionee in whole or in part
whether or not then exercisable under the terms of the option agreement.

                                        4
Securities Law Compliance

         The Company is not  obligated to grant any option under the Plans or to
sell or issue any shares pursuant to any option agreement  executed  pursuant to
the Plans  unless the grant of the  option or the sale of shares is  effectively
registered,  qualified or exempt from  registration or  qualification  under all
applicable  federal and state  securities laws. The Company shall have the right
to suspend any optionee's ability to exercise any option granted under the Plans
if, in the  Company's  judgment,  such  suspension  is necessary or desirable in
order to permit  grants of options or sales of the  Company's  shares  under the
Plans  to  qualify  for  any  exemption  from  applicable   registration  and/or
qualification requirements.

Exercise of Stock Options

         An option is exercised by delivering  written notice of exercise to the
Company at its principal  place of business,  setting forth the number of shares
of Stock as to which the option is being  exercised.  Payment,  accompanying the
notice, shall be by bank certified or cashier's check for the full amount of the
purchase  price.  Payment  may also be made by  surrender  of a  portion  of the
options or other method of cashless exercise.

Assignment of Interest

         Options may not be sold, pledged, assigned or transferred in any manner
other  than by  will or by the  laws of  descent  and  distribution,  and may be
exercised only by the optionee.

Administration of the Plan

         The Plan is to be administered by a Committee appointed by the Board of
Directors  consisting of at least two members, all of whom must be "non-employee
directors" within the meaning of Rule 16b-3 promulgated by the Commission. If no
Committee is appointed,  then the Board of Directors shall administer the Plans.
The Committee or the Board, as the case may be,  determines  which  participants
will receive options,  the time when options shall be granted, the terms of such
options  (which may differ from one another),  and the number of shares of Stock
covered by the options.

Certain Information for Future Years

         Certain  information  referred  to in this  Prospectus  will be updated
through an Appendix (the "Appendix") which will be furnished to each participant
in the Plan. The Appendix should be

                                        5
read in conjunction with this  Prospectus.  Although this Prospectus will not be
furnished to participants  annually, the Company will furnish an additional copy
of this Prospectus to any participant upon request.

Incorporation of Certain Documents by Reference

         The following documents,  which have been filed by the Company with the
Commission, are incorporated by reference herein:

         1.       The Company's  Annual Report to Shareholders for the Company's
                  most recent fiscal year.

         2.       All other  reports  filed by the Company  pursuant to Sections
                  13(a)  or  15(d)  of the  Exchange  Act  since  the end of the
                  Company's most recent fiscal year.

         3.       All documents subsequently filed by the Company pursuant
                  to Sections 13(a) and (c), 14 and 15(d) of the Exchange
                  Act shall be deemed to be incorporated by reference into
                  this Prospectus and to be a part hereof from the date of
                  filing of such documents until such time that a post-
                  effective amendment to the Registration Statement has
                  been filed which indicates that all Stock issued hereby
                  has been sold or which deregisters all Stock remaining
                  unsold at the time of such amendment.

Experts

         The consolidated balance sheets of Nitches, Inc. and subsidiaries as of
August  31,  1996,  and  the  related  consolidated  statements  of  operations,
shareholders equity and cash flows for each of the two years in the period ended
August 31, 1996  incorporated in this Prospectus by reference from the Company's
Annual  Report  on Form  10-K  have  been  audited  by  Deloitte  & Touche  LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference,  and have been so included  in reliance  upon the report of that firm
given upon their authority as experts in accounting and auditing.

          The consolidated  balance sheets of Nitches,  Inc. and subsidiaries as
of August 31,  1997,  and the related  consolidated  statements  of  operations,
shareholder's  equity and cash flows for the year then  ended,  incorporated  in
this Prospectus by reference from the Company's  Annual Report on Form 10-K have
been audited by Moss Adams LLP, independent  auditors, as stated in their report
which is incorporated herein by reference, and has been so included

                                        6
in  reliance  upon their  report of that firm,  given  upon their  authority  as
experts in accounting and auditing.

Indemnification of Directors and Officers

         The Articles of  Incorporation  and Bylaws of the Company  provide that
the Company shall indemnify its officers, directors, employees and agents to the
fullest  extent  permitted  by  California  law.  Section 317 of the  California
Corporations  Code makes  provisions  for the  indemnification  of directors and
officers in terms sufficiently  broad to indemnify  directors and officers under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising  under the Act.  Section  317 and the  Company's  Articles of
Incorporation  also permit the Company,  through bylaw provisions and/or through
agreements  with  directors and officers to indemnify  directors and officers in
excess of the  indemnification  otherwise  permitted by Section 317. The form of
indemnification  agreement  currently  used by the  Company  does not  expressly
provide for exclusion of liability arising under the Act (except for a violation
of Section 16(b) of the Exchange Act).  However,  insofar as indemnification for
liabilities  arising  under the Act may be permitted to  directors,  officers or
persons  controlling the Company pursuant to Section 317, the Company's Articles
of Incorporation,  bylaws and form of indemnification agreement, the Company has
been  informed that in the opinion of the  Commission  such  indemnification  is
against public policy as expressed in the Act and is therefore unenforceable.

                                        7
APPENDIX

         This Appendix contains certain information supplementing the Prospectus
of Nitches,  Inc. (the  "Company"),  dated January 8, 1998. The Appendix  covers
shares of Common Stock,  no par value (the  "Stock"),  issuable  pursuant to the
exercise  of options  under the  Company's  Executive  Option Plan of October 3,
1989, as amended October 16, 1995, and as amended August 24, 1996 (the "Plan").

Administration

         The Plan is currently  administered  by a Committee  which  consists of
Luther A. Henderson and William L. Hoese. The business address of all members of
the Committee is 10280 Camino Santa Fe, San Diego, California 92121.

Eligibility and Participation

         As of January 8, 1998,  five  directors  and executive  employees  were
participating  in the  Plan  and  approximately  five  directors  and  executive
employees  were eligible to  participate  in the Plan under  current  management
guidelines.

Outstanding Options

         As of January 8, 1998,  53,000  options had been granted and  exercised
under the Plan. As of January 8, 1998,  the Company had options  outstanding  to
purchase 147,000 shares of its Stock under the Plan. For options  outstanding as
of January 8, 1998, the number of shares issuable upon exercise of such options,
the exercise price per share,  and the  expiration  dates of such options are as
follows:

   Aggregate             Average Exercise                  Range of
Number of Shares          Price Per Share              Expiration Dates
----------------          ---------------               ----------------
147,000                       $4.25                      March 14, 1999 -
                                                         March 14, 2001

Miscellaneous

         The  Company  will  furnish to any  optionee  receiving  a copy of this
Appendix,  who has misplaced or discarded his or her copy of the Prospectus,  an
additional  copy of the Prospectus  without  charge upon written  request to the
Secretary, Nitches, Inc., 10280 Camino Santa Fe, San Diego, California 92121.

         The date of this Appendix is January 8, 1998.

                                        8
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents,  which have been filed by the Company with the
Commission, are incorporated by reference herein:

         1.       The Company's  Annual Report to Shareholders for the Company's
                  most recent fiscal year.

         2.       All other  reports  filed by the Company  pursuant to Sections
                  13(a)  or  15(d)  of the  Exchange  Act  since  the end of the
                  Company's most recent fiscal year.

         3.       All documents  subsequently  filed by the Company  pursuant to
                  Sections 13(a) and (c), 14 and 15(d) of the Exchange Act shall
                  be deemed to be incorporated by reference into this Prospectus
                  and to be a part  hereof  from  the  date  of  filing  of such
                  documents until such time that a post- effective  amendment to
                  the Registration Statement has been filed which indicates that
                  all Stock issued hereby has been sold or which deregisters all
                  Stock remaining unsold at the time of such amendment.

Item 6.           Indemnification of Directors and Officers

         The Articles of  Incorporation  and Bylaws of the Company  provide that
the Company shall indemnify its officers, directors, employees and agents to the
fullest  extent  permitted  by  California  law.  Section 317 of the  California
Corporations  Code makes  provisions  for the  indemnification  of directors and
officers in terms sufficiently  broad to indemnify  directors and officers under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising  under the Act.  Section  317 and the  Company's  Articles of
Incorporation  also permit the Company,  through bylaw provisions and/or through
agreements  with  directors and officers to indemnify  directors and officers in
excess of the  indemnification  otherwise  permitted by Section 317. The form of
indemnification  agreement  currently  used by the  Company  does not  expressly
provide for exclusion of liability arising under the Act (except for a violation
of Section 16(b) of the Exchange Act).  However,  insofar as indemnification for
liabilities  arising  under the Act may be permitted to  directors,  officers or
persons  controlling the Company pursuant to Section 317, the Company's Articles
of Incorporation,  bylaws and form of indemnification agreement, the Company has
been informed that in the opinion of the

                                      II-1
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

Item 8.  Exhibits

Exhibit Number                Description
4.1                           Articles of Incorporation of the Company, as
                              amended(1)
4.2                           Bylaws of the Company, as amended(2)
5                             Opinion of Luce, Forward, Hamilton & Scripps
                              LLP regarding legality of securities being
                              offered

23.1                          Consent of Moss Adams LLP
23.2                          Consent of Deloitte & Touche LLP
23.3                          Consent of Luce, Forward, Hamilton & Scripps
                              LLP (filed as a portion of Exhibit 5)
24                            Power of Attorney (included on signature page)
99                            Executive Option Plan as amended

(1) Incorporated  by reference from Form 10-K for the fiscal year ended November
    21, 1990 and from the Form 10-Q for the period ended November 30, 1995.

(2) Incorporated  by  reference  from Form 10-K for the fiscal year ended August
    31, 1988, Exhibit 3.2, File No. 0-13851.

Item 9.           Undertakings

     1. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) 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.

     2. The undersigned  Registrant  hereby undertakes to deliver or cause to be
delivered with the Prospectus to each employee to whom the Prospectus is sent or
given a copy of the  Registrant's  annual  report to  stockholders  for its last
fiscal year, unless such employee  otherwise has received a copy of such report,
in which

                                      II-2
case the Registrant shall state in the Prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee. If the
last fiscal year of the Registrant has ended within 120 days prior to the use of
the  Prospectus,  the annual report of the Registrant  for the preceding  fiscal
year may be so  delivered,  but within such 120 day period the annual report for
the last fiscal year will be furnished to each such employee.

     3. The undersigned  Registrant hereby undertakes to transmit or cause to be
transmitted  to all  employees  participating  in the Plan who do not  otherwise
receive such material as stockholders of the Registrant,  at the time and in the
manner such material is sent to its stockholders,  copies of all reports,  proxy
statements and other communications distribute to its stockholders generally.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  cf  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 San Diego, and State California,  on this 8th day of
January, 1998.

                                       NITCHES, INC.

                                       By:\s\ STEVEN P. WYANDT
                                          -------------------------------------
                                          Steven P. Wyandt, President
                                          and Chief Executive Officer

                                      II-3
POWER OF ATTORNEY

         We, the undersigned directors and officers of Nitches, Inc. ("Company")
do hereby severally  constitute and appoint Steven P. Wyandt our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Steven P. Wyandt may deem
necessary  or  advisable  to  enable  the  Company  to  comply  with the  rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with the Registration  Statement on Form S-8 relating to the offering
of the Company's Common Stock, including specifically, but not limited to, power
and  authority  to  sign  for us or any of us in  our  names  in the  capacities
indicated  below,  the  Registration   Statement  and  any  and  all  amendments
(including  post-effective  amendments)  or supplements  thereto;  and we hereby
ratify and confirm  all that said Steven P. Wyandt  shall 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 below by the  following  persons in the
capacities and on the date indicated.

Dated:  January 8, 1998                   \S\ STEVEN P. WYANDT
                                              ---------------------------------
                                              Steven P. Wyandt, President,
                                              Chief Executive Officer, Chief
                                              Financial Officer and Director

        January 8, 1998                   \S\ ARJUN C. WANEY
                                              ---------------------------------
                                              Arjun C. Waney, Chairman of the
                                              Board and Director

        January 8, 1998                   \S\ LUTHER A HENDERSON
                                              ---------------------------------
                                              Luther A. Henderson, Director

        January 8, 1998                   \S\ EUGENE B. PRICE II
                                              ---------------------------------
                                              Eugene B. Price II, Director

        January 8, 1998                   \S\ WILLIAM L. HOESE
                                              ---------------------------------
                                              William L. Hoese, Director

                                      II-4
EXHIBIT INDEX

Exhibit Number                Description
4.1                           Articles of Incorporation of the
                              Company, as amended(1)
4.2                           Bylaws of the Company, as
                              amended(2)
5                             Opinion of Luce, Forward,
                              Hamilton & Scripps, LLP
                              regarding legality of securities
                              being offered
23.1                          Consent of Moss Adams LLP
23.2                          Consent of Deloitte & Touche LLP
23.3                          Consent of Luce, Forward,
                              Hamilton & Scripps, LLP (filed
                              as a portion of Exhibit 5)
24                            Power of Attorney (included on
                              signature page)
99                            Executive Option Plan, as
                              amended

(1) Incorporated  by reference from Form 10-K for the fiscal year ended November
    21, 1990 and from the Form 10-Q for the period ended November 30, 1995.

(2) Incorporated  by  reference  from Form 10-K for the fiscal year ended August
    31, 1988, Exhibit 3.2, File No. 0-13851.

                                      II-5