<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1998
                                                           Registration No. 333-
--------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                                 CHEROKEE INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                         95-4182437
  (STATE OR OTHER JURISDICTION                            (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)
 
       6835 VALJEAN AVENUE
       VAN NUYS, CALIFORNIA                                     91406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)

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

                               DIRECTOR OPTIONS
                           (FULL TITLE OF THE PLAN)

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

                                 CAROL GRATZKE
                            CHIEF  FINANCIAL OFFICER
                                 CHEROKEE INC.
                              6835 VALJEAN AVENUE
                          VAN NUYS, CALIFORNIA 91406
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                (818) 908-9868
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                 ------------
                                        
                                  COPIES TO:

                            ROBERT M. O'SHEA, ESQ.
                               LATHAM & WATKINS
                       633 WEST FIFTH STREET, SUITE 4000
                         LOS ANGELES, CALIFORNIA 90071
                                (213) 485-1234

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                                                              PROPOSED
                                                              PROPOSED        MAXIMUM
                                              AMOUNT           MAXIMUM       AGGREGATE     AMOUNT OF
                                              TO BE        OFFERING PRICE     OFFERING    REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED (1)    PER SHARE (2)    PRICE (2)        FEE
------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>               <C>          <C>
COMMON STOCK,
$.02 PAR VALUE                                82,773            $6.80         $562,856      $166.04
------------------------------------------------------------------------------------------------------
</TABLE>
(1) THE AMOUNT OF SHARES TO BE REGISTERED IS COMPRISED OF 82,773 SHARES ISSUABLE
    UPON THE EXERCISE OF OPTIONS GRANTED TO DIRECTORS OF THE COMPANY (THE
    "DIRECTOR OPTIONS").
(2) ESTIMATED FOR PURPOSES OF COMPUTING THE REGISTRATION FEE ONLY.  PURSUANT TO
    RULE 457(H), THE PROPOSED MAXIMUM AGGREGATE OFFERING PRICE IS BASED UPON
    AGGREGATE EXERCISE PRICE OF OUTSTANDING OPTIONS UNDER THE DIRECTOR OPTIONS.
    THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS CALCULATED BY DIVIDING THE
    PROPOSED MAXIMUM AGGREGATE OFFERING PRICE BY THE AMOUNT TO BE REGISTERED.
--------------------------------------------------------------------------------
<PAGE>
 
                                     PART I

Item 1.  Plan Information.

          Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

          Not required to be filed with this Registration Statement.


                                    PART II

Item 3.  Incorporation of Documents by Reference.

          The registrant, Cherokee Inc., a Delaware corporation (the "Company"),
hereby incorporates the following documents in this Registration Statement by
reference:

          (1)    The Company's Annual Report on Form 10-K for the fiscal year
                 ended May 31, 1997;

          (2)    The Company's Quarterly Reports on Form 10-Q for the fiscal
                 quarters ended August 30, 1997 and November 29, 1997; and

          (3)    Description of the Company's Common Stock contained in Item 11
                 to the Company's Registration Statement on Form 10 filed
                 pursuant to Section 12(b) or 12(g) of the Securities Exchange
                 Act of 1934, as amended (the "Exchange Act"), dated April 24,
                 1995.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities covered hereby then remaining unsold are
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

Item 4.  Description of Securities.

          See Item 3(3) above.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Article VII of the Company's Certificate of Incorporation provides
that the directors will not be personally liable to the Company or to any
stockholder for the breach of a fiduciary responsibility, to the full extent
that such limitation or elimination of liability is permitted under Delaware
law.

          Pursuant to the authority granted under Section 145 of the Delaware
General Corporation Law, the Company's Bylaws provide that the Company will
indemnify its directors and officers to the full extent permitted under

                                       2
<PAGE>
 
7the Delaware law. Pursuant to the Bylaws and Delaware law, the Company will
indemnify each director and officer against any liability and related expenses
(including attorneys' fees) incurred in connection with any proceeding in which
he or she may be involved by reason of serving in such capacity so long as the
director or officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.

          A director and officer is also entitled to indemnification against
expenses incurred in any action or suit by or in the right of the Company to
procure a judgment in its favor by reason of serving in such capacity if he or
she acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company, except that no such
indemnification will be made if the director or officer is judged to be liable
to the Company, unless the applicable court of law determines that despite the
adjudication of liability the director or officer is fairly and reasonably
entitled to indemnification for such expenses.

          The Company's Bylaws authorize the Company to advance funds to a
director or officer for costs and expenses (including attorneys' fees) incurred
in a suit or proceeding upon receipt of an undertaking by such director or
officer to repay such amounts if it is ultimately determined that he or she is
not entitled to be indemnified.

          The Company has insurance policies indemnifying the directors and
officers against certain civil liabilities, including liabilities under the
federal securities laws, which might be incurred by them in such capacity. The
Company may enter into agreements with certain of the Company's directors and
executive officers, indemnifying them to the fullest extent permitted by
Delaware law. Stockholders may have more limited recourse against such persons
than would apply absent these provisions.

Item 7.  Exemption From Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

<TABLE>
<C>           <S>
4.1           Form of Director Stock Option Agreement.
5.1           Opinion of Latham & Watkins as to the legality of the securities being registered.
23.1          Consent of Coopers & Lybrand L.L.P.
23.2          Consent of Latham & Watkins (included in Exhibit 5.1).
24.1          Power of Attorney (see page 6).
</TABLE>

Item 9.  Undertakings.

          A.  Rule 415 Offering.

              The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.

                    (i)    To include any prospectus required by Section 10 (a)
                 (3) of the Securities Act of 1933, as amended (the "Securities
                 Act");

                    (ii)   To reflect in the prospectus any facts or events
                 arising after the effective date of the Registration Statement
                 (or the most recent post effective amendment thereof), which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the Registration
                 Statement; and

                                       3
<PAGE>
 
                    (iii)  To include any manual information with respect to the
                 plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement.

                 Provided, however that paragraphs (A) (1) (i) and (A) (1) (ii)
                 do not apply if the Registration Statement is on Form S-3 or
                 Form S-8 and the information required to be included in a post-
                 effective amendment by those paragraphs is contained in
                 periodic reports filed by the Registrant pursuant to Section 13
                 or Section 15(d) of the Exchange Act that are incorporated by
                 reference 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.

          (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.  Filings incorporating subsequent Exchange Act documents by
reference.

          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 this 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.     Indemnification of Officers and Directors.

                 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.

                                       4
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Van Nuys, State of California on the 10th day of
April 1998.

                              CHEROKEE INC.



                              By: /s/ Robert Margolis
                                 ---------------------------------------
                                    Robert Margolis
                                    Chairman and Chief Executive Officer

                                       5
<PAGE>
 
                               POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints
Robert Margolis his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full powers and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said attorneys-in-
fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
              SIGNATURE                                 TITLE                              DATE
-------------------------------------  ---------------------------------------  -------------------------
<S>                                    <C>                                      <C>
/s/ Robert Margolis                            Director, Chairman and                 April 10, 1998
------------------------------------           Chief Executive Officer
Robert Margolis

/s/ Carol Gratzke                              Chief Financial Officer                April 10, 1998
------------------------------------
Carol Gratzke

/s/ Timothy Ewing                                      Director                       April 10, 1998
------------------------------------
Timothy Ewing

/s/ Douglas Weitman                                    Director                       April 10, 1998
------------------------------------
Douglas Weitman

/s/ Jess Ravich                                        Director                       April 10, 1998
------------------------------------
Jess Ravich

/s/ Keith Hull                                         Director                       April 10, 1998
------------------------------------
Keith Hull

/s/ Avi Dan                                            Director                       April 10, 1998
------------------------------------
Avi Dan
</TABLE>

                                       6
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 Number                                      Description                                       Pages
--------  ----------------------------------------------------------------------------------  -------
<C>       <S>                                                                                 <C>
4.1       Form of Director Stock Option Agreement.
5.1       Opinion of Latham & Watkins as to the legality of the securities being registered.
23.1      Consent of Coopers & Lybrand L.L.P.
23.2      Consent of Latham & Watkins (included in Exhibit 5.1).
24.1      Power of Attorney (see page 6).
</TABLE>

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17780}]
{"company-data": {"conformed-name": "CHEROKEE INC", "cik": "0000844161", "assigned-sic": "2330", "irs-number": "954182437", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49865", "film-number": "98591425"}, "business-address": {"street1": "6835 VALJEAN AVE", "city": "VAN NUYS", "state": "CA", "zip": "91406-4713", "phone": "8189511002"}, "mail-address": {"street1": "6835 VALJEAN AVE", "city": "VAN NUYS", "state": "CA", "zip": "91406-4713"}, "former-company": {"former-conformed-name": "GREEN ACQUISITION CO", "date-changed": "19900814"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1998
                                                           Registration No. 333-
--------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                                 CHEROKEE INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                         95-4182437
  (STATE OR OTHER JURISDICTION                            (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)
 
       6835 VALJEAN AVENUE
       VAN NUYS, CALIFORNIA                                     91406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)

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

                               DIRECTOR OPTIONS
                           (FULL TITLE OF THE PLAN)

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

                                 CAROL GRATZKE
                            CHIEF  FINANCIAL OFFICER
                                 CHEROKEE INC.
                              6835 VALJEAN AVENUE
                          VAN NUYS, CALIFORNIA 91406
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                (818) 908-9868
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                 ------------
                                        
                                  COPIES TO:

                            ROBERT M. O'SHEA, ESQ.
                               LATHAM & WATKINS
                       633 WEST FIFTH STREET, SUITE 4000
                         LOS ANGELES, CALIFORNIA 90071
                                (213) 485-1234

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

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
                                                                              PROPOSED
                                                              PROPOSED        MAXIMUM
                                              AMOUNT           MAXIMUM       AGGREGATE     AMOUNT OF
                                              TO BE        OFFERING PRICE     OFFERING    REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED (1)    PER SHARE (2)    PRICE (2)        FEE
------------------------------------------------------------------------------------------------------
COMMON STOCK,
$.02 PAR VALUE                                82,773            $6.80         $562,856      $166.04
------------------------------------------------------------------------------------------------------
(1) THE AMOUNT OF SHARES TO BE REGISTERED IS COMPRISED OF 82,773 SHARES ISSUABLE
    UPON THE EXERCISE OF OPTIONS GRANTED TO DIRECTORS OF THE COMPANY (THE
    "DIRECTOR OPTIONS").
(2) ESTIMATED FOR PURPOSES OF COMPUTING THE REGISTRATION FEE ONLY.  PURSUANT TO
    RULE 457(H), THE PROPOSED MAXIMUM AGGREGATE OFFERING PRICE IS BASED UPON
    AGGREGATE EXERCISE PRICE OF OUTSTANDING OPTIONS UNDER THE DIRECTOR OPTIONS.
    THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS CALCULATED BY DIVIDING THE
    PROPOSED MAXIMUM AGGREGATE OFFERING PRICE BY THE AMOUNT TO BE REGISTERED.
--------------------------------------------------------------------------------
PART I

Item 1.  Plan Information.

          Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

          Not required to be filed with this Registration Statement.

                                    PART II

Item 3.  Incorporation of Documents by Reference.

          The registrant, Cherokee Inc., a Delaware corporation (the "Company"),
hereby incorporates the following documents in this Registration Statement by
reference:

          (1)    The Company's Annual Report on Form 10-K for the fiscal year
                 ended May 31, 1997;

          (2)    The Company's Quarterly Reports on Form 10-Q for the fiscal
                 quarters ended August 30, 1997 and November 29, 1997; and

          (3)    Description of the Company's Common Stock contained in Item 11
                 to the Company's Registration Statement on Form 10 filed
                 pursuant to Section 12(b) or 12(g) of the Securities Exchange
                 Act of 1934, as amended (the "Exchange Act"), dated April 24,
                 1995.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities covered hereby then remaining unsold are
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

Item 4.  Description of Securities.

          See Item 3(3) above.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Article VII of the Company's Certificate of Incorporation provides
that the directors will not be personally liable to the Company or to any
stockholder for the breach of a fiduciary responsibility, to the full extent
that such limitation or elimination of liability is permitted under Delaware
law.

          Pursuant to the authority granted under Section 145 of the Delaware
General Corporation Law, the Company's Bylaws provide that the Company will
indemnify its directors and officers to the full extent permitted under

                                       2
7the Delaware law. Pursuant to the Bylaws and Delaware law, the Company will
indemnify each director and officer against any liability and related expenses
(including attorneys' fees) incurred in connection with any proceeding in which
he or she may be involved by reason of serving in such capacity so long as the
director or officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.

          A director and officer is also entitled to indemnification against
expenses incurred in any action or suit by or in the right of the Company to
procure a judgment in its favor by reason of serving in such capacity if he or
she acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company, except that no such
indemnification will be made if the director or officer is judged to be liable
to the Company, unless the applicable court of law determines that despite the
adjudication of liability the director or officer is fairly and reasonably
entitled to indemnification for such expenses.

          The Company's Bylaws authorize the Company to advance funds to a
director or officer for costs and expenses (including attorneys' fees) incurred
in a suit or proceeding upon receipt of an undertaking by such director or
officer to repay such amounts if it is ultimately determined that he or she is
not entitled to be indemnified.

          The Company has insurance policies indemnifying the directors and
officers against certain civil liabilities, including liabilities under the
federal securities laws, which might be incurred by them in such capacity. The
Company may enter into agreements with certain of the Company's directors and
executive officers, indemnifying them to the fullest extent permitted by
Delaware law. Stockholders may have more limited recourse against such persons
than would apply absent these provisions.

Item 7.  Exemption From Registration Claimed.

          Not applicable.

Item 8.  Exhibits.
4.1           Form of Director Stock Option Agreement.
5.1           Opinion of Latham & Watkins as to the legality of the securities being registered.
23.1          Consent of Coopers & Lybrand L.L.P.
23.2          Consent of Latham & Watkins (included in Exhibit 5.1).
24.1          Power of Attorney (see page 6).
Item 9.  Undertakings.

          A.  Rule 415 Offering.

              The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.

                    (i)    To include any prospectus required by Section 10 (a)
                 (3) of the Securities Act of 1933, as amended (the "Securities
                 Act");

                    (ii)   To reflect in the prospectus any facts or events
                 arising after the effective date of the Registration Statement
                 (or the most recent post effective amendment thereof), which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the Registration
                 Statement; and

                                       3
(iii)  To include any manual information with respect to the
                 plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement.

                 Provided, however that paragraphs (A) (1) (i) and (A) (1) (ii)
                 do not apply if the Registration Statement is on Form S-3 or
                 Form S-8 and the information required to be included in a post-
                 effective amendment by those paragraphs is contained in
                 periodic reports filed by the Registrant pursuant to Section 13
                 or Section 15(d) of the Exchange Act that are incorporated by
                 reference 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.

          (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.  Filings incorporating subsequent Exchange Act documents by
reference.

          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 this 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.     Indemnification of Officers and Directors.

                 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.

                                       4
SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Van Nuys, State of California on the 10th day of
April 1998.

                              CHEROKEE INC.

                              By: /s/ Robert Margolis
                                 ---------------------------------------
                                    Robert Margolis
                                    Chairman and Chief Executive Officer

                                       5
POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints
Robert Margolis his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full powers and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said attorneys-in-
fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
the dates indicated.
SIGNATURE                                 TITLE                              DATE
-------------------------------------  ---------------------------------------  -------------------------
/s/ Robert Margolis                            Director, Chairman and                 April 10, 1998
------------------------------------           Chief Executive Officer
Robert Margolis

/s/ Carol Gratzke                              Chief Financial Officer                April 10, 1998
------------------------------------
Carol Gratzke

/s/ Timothy Ewing                                      Director                       April 10, 1998
------------------------------------
Timothy Ewing

/s/ Douglas Weitman                                    Director                       April 10, 1998
------------------------------------
Douglas Weitman

/s/ Jess Ravich                                        Director                       April 10, 1998
------------------------------------
Jess Ravich

/s/ Keith Hull                                         Director                       April 10, 1998
------------------------------------
Keith Hull

/s/ Avi Dan                                            Director                       April 10, 1998
------------------------------------
Avi Dan
6
INDEX TO EXHIBITS
Exhibit
 Number                                      Description                                       Pages
--------  ----------------------------------------------------------------------------------  -------
4.1       Form of Director Stock Option Agreement.
5.1       Opinion of Latham & Watkins as to the legality of the securities being registered.
23.1      Consent of Coopers & Lybrand L.L.P.
23.2      Consent of Latham & Watkins (included in Exhibit 5.1).
24.1      Power of Attorney (see page 6).
7