As filed with the Securities and Exchange Commission on June 5, 2000
                                                    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
   of Incorporation or Organization)            Identification Number)


                       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

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

Title of            Amount to      Proposed       Proposed          Amount
Securities          be             maximum        maximum           of
to be Registered    registered(1)  Offering price aggregate         registration
                                   per Share(2)   offering price(2) fee(2)
--------------------------------------------------------------------------------
 Common Stock,       25,000        $ 3.9063       $97,657.50        $26
 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 May 30, 2000.


<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,   including,   without  limitation,   the
Registrant's  Form 10-K/A for the fiscal year ended  January 29, 2000,  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
28th day of April, 2000.


                                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,        April 28, 2000
----------------------    President and Chief
                           Executive Officer

/s/ Richard A. Kayne          Director                 April 28, 2000
-----------------------

/s/ Andrew D. Feshbach        Director                 April 28, 2000
-----------------------

/s/ Robert R. Hollman         Director                 April 28, 2000
-----------------------

/s/ Fred Kayne                Director                 April 28, 2000
-----------------------

/s/ Howard M. Zelikow         Director                 April 28, 2000
-----------------------

/s/ Gina M. Engelhard    Chief Financial Officer       April 28, 2000
-----------------------  (principal financial and
                         accounting officer)



<PAGE>


                                  EXHIBIT INDEX

Exhibit Number           Description
--------------           -----------

      5         Opinion of Milbank, Tweed, Hadley & McCloy LLP.

      23.1      Consent of Arthur Andersen LLP.

      23.2      Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
                Exhibit 5)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "1995 NON-EMPLOYEE DIRECTOR OPTION PLAN", "secsgml_size_bytes": 7338}]
{"company-data": {"conformed-name": "RIGHT START INC /CA", "cik": "0000878720", "assigned-sic": "5961", "irs-number": "953971414", "state-of-incorporation": "CA", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38612", "film-number": "649515"}, "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"}}
As filed with the Securities and Exchange Commission on June 5, 2000
                                                    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
   of Incorporation or Organization)            Identification Number)

                       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

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

Title of            Amount to      Proposed       Proposed          Amount
Securities          be             maximum        maximum           of
to be Registered    registered(1)  Offering price aggregate         registration
                                   per Share(2)   offering price(2) fee(2)
--------------------------------------------------------------------------------
 Common Stock,       25,000        $ 3.9063       $97,657.50        $26
 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 May 30, 2000.
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,   including,   without  limitation,   the
Registrant's  Form 10-K/A for the fiscal year ended  January 29, 2000,  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
28th day of April, 2000.

                                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,        April 28, 2000
----------------------    President and Chief
                           Executive Officer

/s/ Richard A. Kayne          Director                 April 28, 2000
-----------------------

/s/ Andrew D. Feshbach        Director                 April 28, 2000
-----------------------

/s/ Robert R. Hollman         Director                 April 28, 2000
-----------------------

/s/ Fred Kayne                Director                 April 28, 2000
-----------------------

/s/ Howard M. Zelikow         Director                 April 28, 2000
-----------------------

/s/ Gina M. Engelhard    Chief Financial Officer       April 28, 2000
-----------------------  (principal financial and
                         accounting officer)
EXHIBIT INDEX

Exhibit Number           Description
--------------           -----------

      5         Opinion of Milbank, Tweed, Hadley & McCloy LLP.

      23.1      Consent of Arthur Andersen LLP.

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