<PAGE>
 
  As filed with the Securities and Exchange Commission on June 16, 1998
                                             Registration No. 333-_____
========================================================================
 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                              HELLO DIRECT, INC.
            (Exact name of Registrant as specified in its charter)
                                -------------- 
 
       DELAWARE                                       94-3043208
- -----------------------                    -------------------------- 
(State of incorporation)                         (I.R.S. Employer 
                                                 Identification No.)
 
                               5893 Rue Ferrari
                          San Jose, California 95138

(Address, including zip code, of Registrant's principal executive offices)

                                -------------- 
 
                       1995 EMPLOYEE STOCK PURCHASE PLAN

                           (Full title of the plan)
                                -------------- 
 
                              Raymond E. Nystrom
                       Vice President of Operations and
                            Chief Financial Officer
                              Hello Direct, Inc.
                               5893 Rue Ferrari
                          San Jose, California 95138
                                (408) 972-1990
 
(Name, address, and telephone number, including area code, of agent for service)
 
                                -------------- 
 
                                   Copy to:
 
                             BARRY E. TAYLOR, ESQ.
                       WILSON SONSINI GOODRICH & ROSATI
                           PROFESSIONAL CORPORATION
                              650 PAGE MILL ROAD
                              PALO ALTO, CA 94304
                                (415) 493-9300

======================================================================== 
                                 CALCULATION OF REGISTRATION FEE
======================================================================== 
                                     Proposed      
                                      Maximum      
Title of Each Class      Amount      Offering    Aggregate     Amount of 
of Securities to          to be        Price      Offering   Registration
be Registered           Registered   Per Share     Price         Fee     
- ----------------------------------------------------------------------
Common Stock, $0.001 
 par value to be 
 issued under 
 1995 Employee 
 Stock Purchase 
 Plan.......        150,000 shares $5.00703125(1)  $751,054.69    $222.00

========================================================================

(1)	Computed in accordance with Rule 457 under the Securities 
Act of 1933, as amended for purposes of calculating the registration fee on 
the basis of 85% of the average of the high and low prices of Hello Direct, 
Inc. Common Stock on the Nasdaq National Market on June 12, 1998.
========================================================================
<PAGE>
                               HELLO DIRECT, INC.
                       REGISTRATION STATEMENT ON FORM S-8


                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference
          ---------------------------------------

     There are hereby incorporated by reference in this Registration 
Statement the following documents and information heretofore filed by Hello 
Direct, Inc.(the "Company") with the Securities and Exchange Commission (the 
"Commission"):

(1)	The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1997 filed pursuant to Section 13 of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act").

(2)	The Company's Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1998 filed pursuant to Section 13 of the Exchange Act.

(3)	The description of the Company's Common Stock contained in the 
Company's Registration Statement on Form 8-A filed on February 7, 
1995 pursuant to Section 12(g) of the Exchange Act, and declared 
effective on April 6, 1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 
14 and 15(d) of the Exchange Act on or after the date of this Registration 
Statement and prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold shall be deemed to be incorporated by 
reference in this Registration Statement and to be part hereof from the date 
of filing of such documents.


Item 4.   Description of Securities.
          ------------------------- 

     Not applicable.


Item 5.   Interests of Named Experts and Counsel.
          -------------------------------------- 

     Not applicable.


Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

The Company's Certificate of Incorporation limits the liability of 
directors to the maximum extent permitted by Delaware law. Delaware law 
provides that directors of a company will not be personally liable for 
monetary damages for breach of their fiduciary duties as directors, except 
for liability (i) for any breach of their duty of loyalty to the Company or 
its stockholders, (ii) for acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation of law, (iii) for 
unlawful payments or dividends or unlawful stock repurchases or redemptions 
as provided in Section 174 of Delaware General Corporation Law or (iv) for 
transactions from which the director derived an improper personal benefit.

<PAGE>
The Company's Bylaws provide that the Company shall indemnify its 
officers and directors and may indemnify its employees and other agents to 
the fullest extent provided by Delaware law, including those circumstances 
where indemnification would otherwise be discretionary under Delaware law. 
The Company believes that indemnification under its Bylaws covers at least 
negligence on the part of indemnified parties.

In addition, the Company has entered into contractual agreements (the 
"Agreements ") with each director and certain officers of the Company 
designated by the Board, to indemnify such individuals to the full extent 
permitted by law. 

The Company carries officer and director liability insurance with 
respect to certain matters, including matters arising under the Securities 
Act of 1933, as amended (the "Securities Act"). 

Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 

     Not applicable.


Item 8.   Exhibits.
          --------

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

         4.1   1995 Employee Stock Purchase Plan and related agreements.
 
         5.1   Opinion of counsel as to legality of securities being
               registered.
 
        23.1   Consent of counsel (contained in Exhibit 5.1).
 
        23.2   Consent of Independent Auditors.
 
        24.1   Power of Attorney (see page II-5).


Item 9.   Undertakings.
          ------------ 

A.	The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement to 
include any material information with respect to the plan of distribution 
not previously disclosed in the registration statement or any material 
change to such information in the registration statement.

(2)	That, for the purpose of determining any liability under 
the Securities Act, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

                                II-2
<PAGE>

(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

B.	The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
registrant's annual report pursuant to section 13(a) or section 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.

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

                                      II-3
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Jose, State of California,
     on June 16, 1998.

                                     HELLO DIRECT, INC.



                                     By: /s/ Raymond E. Nystrom
                                         __________________________
                                         Raymond E. Nystrom
                                         Vice President of Operations
                                         and Chief Financial Officer

                                      II-4
<PAGE>
 
                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints  E. Alexander Glover and Raymond E. 
Nystrom and each of them, as his attorney-in-fact, with full power of 
substitution in each, for him in any and all capacities to sign any amendments 
to this Registration Statement on Form S-8, and to file the same, with 
exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, hereby ratifying and confirming all that 
said attorney-in-fact, or his substitutes, may do or cause to be done by 
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, 
this registration statement has been signed below by the following persons in 
their capacities on June 16, 1998.

Signature                          Capacity 
--------------------------  -----------------------------------  

/s/  E. Alexander Glover  President, Chief Executive Officer 

-------------------------  and Director (Principal Executive

    (E. Alexander Glover)  Officer)


/s/  Raymond E. Nystrom     Vice President of Operations and 
-------------------------   Chief Financial Officer
    (Raymond E. Nystrom)    (Principal Financial and Accounting
                             Officer)


/s/  John B. Mumford        Chairman of the Board 
-------------------------
    (John B. Mumford)


/s/  John W. Combs          Director
-------------------------
    (John W. Combs)


/s/  Deepak Kamra           Director 
-------------------------
    (Deepak Kamra)


/s/  William P. Sousa       Director 
-------------------------
    (William P. Sousa)


                                      II-5
<PAGE>
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{"company-data": {"conformed-name": "HELLO DIRECT INC /DE/", "cik": "0000937265", "assigned-sic": "5961", "irs-number": "943043208", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56955", "film-number": "98649058"}, "business-address": {"street1": "5884 EDEN PARK PLACE", "city": "SAN JOSE", "state": "CA", "zip": "95138", "phone": "4083635051"}, "mail-address": {"street1": "5893 RUE FERRARI", "street2": "HELLO DIRECT INC", "city": "SAN JOSE", "state": "CA", "zip": "95138"}}
As filed with the Securities and Exchange Commission on June 16, 1998
                                             Registration No. 333-_____
========================================================================
 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                              HELLO DIRECT, INC.
            (Exact name of Registrant as specified in its charter)
                                -------------- 
 
       DELAWARE                                       94-3043208
- -----------------------                    -------------------------- 
(State of incorporation)                         (I.R.S. Employer 
                                                 Identification No.)
 
                               5893 Rue Ferrari
                          San Jose, California 95138

(Address, including zip code, of Registrant's principal executive offices)

                                -------------- 
 
                       1995 EMPLOYEE STOCK PURCHASE PLAN

                           (Full title of the plan)
                                -------------- 
 
                              Raymond E. Nystrom
                       Vice President of Operations and
                            Chief Financial Officer
                              Hello Direct, Inc.
                               5893 Rue Ferrari
                          San Jose, California 95138
                                (408) 972-1990
 
(Name, address, and telephone number, including area code, of agent for service)
 
                                -------------- 
 
                                   Copy to:
 
                             BARRY E. TAYLOR, ESQ.
                       WILSON SONSINI GOODRICH & ROSATI
                           PROFESSIONAL CORPORATION
                              650 PAGE MILL ROAD
                              PALO ALTO, CA 94304
                                (415) 493-9300

======================================================================== 
                                 CALCULATION OF REGISTRATION FEE
======================================================================== 
                                     Proposed      
                                      Maximum      
Title of Each Class      Amount      Offering    Aggregate     Amount of 
of Securities to          to be        Price      Offering   Registration
be Registered           Registered   Per Share     Price         Fee     
- ----------------------------------------------------------------------
Common Stock, $0.001 
 par value to be 
 issued under 
 1995 Employee 
 Stock Purchase 
 Plan.......        150,000 shares $5.00703125(1)  $751,054.69    $222.00

========================================================================

(1)	Computed in accordance with Rule 457 under the Securities 
Act of 1933, as amended for purposes of calculating the registration fee on 
the basis of 85% of the average of the high and low prices of Hello Direct, 
Inc. Common Stock on the Nasdaq National Market on June 12, 1998.
========================================================================
HELLO DIRECT, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
          ---------------------------------------

     There are hereby incorporated by reference in this Registration 
Statement the following documents and information heretofore filed by Hello 
Direct, Inc.(the "Company") with the Securities and Exchange Commission (the 
"Commission"):

(1)	The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1997 filed pursuant to Section 13 of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act").

(2)	The Company's Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1998 filed pursuant to Section 13 of the Exchange Act.

(3)	The description of the Company's Common Stock contained in the 
Company's Registration Statement on Form 8-A filed on February 7, 
1995 pursuant to Section 12(g) of the Exchange Act, and declared 
effective on April 6, 1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 
14 and 15(d) of the Exchange Act on or after the date of this Registration 
Statement and prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold shall be deemed to be incorporated by 
reference in this Registration Statement and to be part hereof from the date 
of filing of such documents.

Item 4.   Description of Securities.
          ------------------------- 

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          -------------------------------------- 

     Not applicable.

Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

The Company's Certificate of Incorporation limits the liability of 
directors to the maximum extent permitted by Delaware law. Delaware law 
provides that directors of a company will not be personally liable for 
monetary damages for breach of their fiduciary duties as directors, except 
for liability (i) for any breach of their duty of loyalty to the Company or 
its stockholders, (ii) for acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation of law, (iii) for 
unlawful payments or dividends or unlawful stock repurchases or redemptions 
as provided in Section 174 of Delaware General Corporation Law or (iv) for 
transactions from which the director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its 
officers and directors and may indemnify its employees and other agents to 
the fullest extent provided by Delaware law, including those circumstances 
where indemnification would otherwise be discretionary under Delaware law. 
The Company believes that indemnification under its Bylaws covers at least 
negligence on the part of indemnified parties.

In addition, the Company has entered into contractual agreements (the 
"Agreements ") with each director and certain officers of the Company 
designated by the Board, to indemnify such individuals to the full extent 
permitted by law. 

The Company carries officer and director liability insurance with 
respect to certain matters, including matters arising under the Securities 
Act of 1933, as amended (the "Securities Act"). 

Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 

     Not applicable.

Item 8.   Exhibits.
          --------

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

         4.1   1995 Employee Stock Purchase Plan and related agreements.
 
         5.1   Opinion of counsel as to legality of securities being
               registered.
 
        23.1   Consent of counsel (contained in Exhibit 5.1).
 
        23.2   Consent of Independent Auditors.
 
        24.1   Power of Attorney (see page II-5).

Item 9.   Undertakings.
          ------------ 

A.	The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement to 
include any material information with respect to the plan of distribution 
not previously disclosed in the registration statement or any material 
change to such information in the registration statement.

(2)	That, for the purpose of determining any liability under 
the Securities Act, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

                                II-2
(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

B.	The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
registrant's annual report pursuant to section 13(a) or section 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.

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

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Jose, State of California,
     on June 16, 1998.

                                     HELLO DIRECT, INC.

                                     By: /s/ Raymond E. Nystrom
                                         __________________________
                                         Raymond E. Nystrom
                                         Vice President of Operations
                                         and Chief Financial Officer

                                      II-4
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints  E. Alexander Glover and Raymond E. 
Nystrom and each of them, as his attorney-in-fact, with full power of 
substitution in each, for him in any and all capacities to sign any amendments 
to this Registration Statement on Form S-8, and to file the same, with 
exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, hereby ratifying and confirming all that 
said attorney-in-fact, or his substitutes, may do or cause to be done by 
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, 
this registration statement has been signed below by the following persons in 
their capacities on June 16, 1998.

Signature                          Capacity 
--------------------------  -----------------------------------  

/s/  E. Alexander Glover  President, Chief Executive Officer 

-------------------------  and Director (Principal Executive

    (E. Alexander Glover)  Officer)

/s/  Raymond E. Nystrom     Vice President of Operations and 
-------------------------   Chief Financial Officer
    (Raymond E. Nystrom)    (Principal Financial and Accounting
                             Officer)

/s/  John B. Mumford        Chairman of the Board 
-------------------------
    (John B. Mumford)

/s/  John W. Combs          Director
-------------------------
    (John W. Combs)

/s/  Deepak Kamra           Director 
-------------------------
    (Deepak Kamra)

/s/  William P. Sousa       Director 
-------------------------
    (William P. Sousa)

                                      II-5