<PAGE>   1
      As filed with the Securities and Exchange Commission on July 2, 1999
                                               Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------
                          WOMEN FIRST HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                             13-3919601
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                         12220 EL CAMINO REAL, SUITE 400
                           SAN DIEGO, CALIFORNIA 92130
                                 (619) 509-1171
        (Address of principal executive offices, including zip code, and
                               telephone number)

           WOMEN FIRST HEALTHCARE, INC. 1998 LONG-TERM INCENTIVE PLAN
                WOMEN FIRST HEALTHCARE, INC. INCENTIVE STOCK PLAN
                            (Full title of the plans)


<TABLE>
<S>                                                                         <C>
                         DAVID F. HALE                                              Copies to:
              WOMEN FIRST HEALTHCARE, INC.                                     SCOTT N. WOLFE, ESQ.
             12220 EL CAMINO REAL, SUITE 400                                     LATHAM & WATKINS
              SAN DIEGO, CALIFORNIA  92130                                  701 "B" STREET, SUITE 2100
                     (619) 509-1171                                         SAN DIEGO, CALIFORNIA 92101
(Name, address, including zip code, and telephone number,                         (619) 236-1234
       including area code, of agent for service)
</TABLE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
             Title of Securities                      Amount           Proposed Maximum     Proposed Maximum          Amount of
              to be Registered                         to be            Offering Price     Aggregate Offering       Registration
                                                    Registered(1)          Per Share              Price                  Fee
===================================================================================================================================
<S>                                                 <C>                       <C>           <C>                        <C>
Common Stock, $.001 par value                       2,277,435                 $(2)          $4,968,755.86(2)           $1,382
===================================================================================================================================
</TABLE>

(1)  A maximum of 2,249,985 shares of Common Stock are reserved for issuance
     under the Women First HealthCare, Inc. 1998 Long-Term Incentive Plan (the
     "1998 Plan") and a maximum of 27,450 shares of Common Stock are reserved
     for issuance under the Women First HealthCare, Inc. Incentive Stock Plan
     (the "Incentive Stock Plan").

(2)  This estimate is made pursuant to Rule 457(h) solely for purposes of
     calculating the registration fee, and is determined according to the
     following offering price information: Of the 2,249,985 shares of Common
     Stock reserved for issuance under the 1998 Plan being registered hereunder,
     (i) 1,824,873 shares of Common Stock are subject to outstanding options
     with an exercise price of $0.84 per share, (ii) 112,346 shares of Common
     Stock are subject to outstanding options with an exercise price of $4.81
     per share, (iii) 118,853 shares of Common Stock are subject to outstanding
     options with an exercise price of $5.77 per share, (iv) 27,831 shares of
     Common Stock are subject to outstanding options with an exercise price of
     $11.39 per share, (v) 34,630 shares of Common Stock subject to outstanding
     options with an exercise price of $11.00 per share, and (vi) 131,452 shares
     of Common Stock are reserved for issuance upon exercise of options to be
     granted in the future. Of the 27,450 shares of Common Stock reserved for
     issuance under the Incentive Stock Plan, all of such shares are subject to
     options with an exercise price of $0.29. Pursuant to Rule 457(h), for all
     shares of Common Stock being registered hereunder with an exercise price
     which cannot be presently determined (131,452 shares of Common Stock under
     the 1998 Plan), the Proposed Maximum Offering Price Per Share is $11.44 per
     share of Common Stock, which is based on the average of the high and low
     prices for the Common Stock as reported on The Nasdaq National Market on
     June 29, 1999.

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


                                       1
<PAGE>   2

                                     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.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

                  (a) the Registrant's Prospectus filed pursuant to Rule 424(b)
         under the Securities Act of 1933, as amended (the "Securities Act"), on
         June 29, 1999;

                  (b) the description of the Registrant's Common Stock contained
         in the Registrant's Registration Statement on Form 8-A filed on June
         24, 1999, pursuant to Section 12(g) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act").

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date this Registration
Statement is filed with the Commission 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 a part
of it from the respective dates 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
other 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 a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.


                                       2
<PAGE>   3

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The General Corporation Law of the State of Delaware (the "DGCL")
permits a Delaware corporation to indemnify officers, directors, employees and
agents for actions taken in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, which they had no reasonable cause to believe
was unlawful. The DGCL also provides that a corporation may advance the expenses
of defense (upon receipt of a written undertaking to reimburse the corporation
if it is ultimately determined that such individual is not entitled to
indemnification) and must reimburse a successful defendant for expenses,
including attorneys' fees, actually and reasonably incurred. The DGCL further
provides that indemnification may not be made for any claim, issue or matter as
to which a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation, except
only to the extent a court determines that the person is entitled to indemnity
for such expenses that such court deems proper. The DGCL also permits a
corporation to purchase and maintain liability insurance for its directors and
officers.

         The Registrant's Fourth Amended and Restated Certificate of
Incorporation and Second Amended and Restated Bylaws provide that the Registrant
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Registrant) by reason of the fact that he or she is or
was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action or suit or proceeding if he or she 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 Registrant, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission. The Registrant has entered
into indemnification agreements with its officers and directors containing
provisions which may require the Registrant, among other things, to indemnify
the officers and directors against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from willful misconduct of a culpable nature), and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified. The Registrant maintains insurance on behalf of its
directors and officers, insuring them against liabilities that they may incur in
such capacities or arising out of such status.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                       3
<PAGE>   4

ITEM 8.   EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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;

                         (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 this 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 this
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective Registration
                  Statement;

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

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


                                       4
<PAGE>   5

         (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 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) 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 the Registrant is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                       5
<PAGE>   6

                                   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 Diego, State of California, on this 1st day of
July, 1999.

                                          WOMEN FIRST HEALTHCARE, INC.

                                          By:       /s/   DAVID F. HALE
                                             ---------------------------------
                                                       DAVID F. HALE
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint David F. Hale and Debra P.
Crawford, and each of them, with full power of substitution and full power to
act without the other, his or her true and lawful attorney-in-fact and agent to
act for him or her in his or her name, place and stead, in any and all
capacities, to sign any and all amendments including post-effective amendments
and any registration statement filed pursuant to Rule 462(b) under the
Securities Act to this registration statement, and to file the same, with all
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 substitute, 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
on the dates indicated.

<TABLE>
<CAPTION>
                   SIGNATURE                                                TITLE                       DATE
                   ---------                                                -----                       ----
<S>                                               <C>                                              <C>
                                                  Chairman of the Board and Director               July  , 1999
-------------------------------------------
                Edward F. Calesa

/s/               DAVID F. HALE                   President and Chief Executive Officer            July 1, 1999
-------------------------------------------       (Principal Executive Officer)
                 David F. Hale

/s/              DEBRA P. CRAWFORD                Vice President and Chief Financial Officer       July 1, 1999
-------------------------------------------       (Principal Financial Officer and Principal
               Debra P. Crawford                  Accounting Officer)


                                                  Director                                         July  , 1999
-------------------------------------------
                Charlotte Beers

                                                  Director                                         July  , 1999
-------------------------------------------
               Meredith A. Brokaw

/s /              GARY V. PARLIN                  Director                                         July 1, 1999
-------------------------------------------
                 Gary V. Parlin

/s/             RICHARD L. RUBIN                  Director                                         July 1, 1999
-------------------------------------------
                Richard L. Rubin

/s /                 JOHN SIMON                   Director                                         July 1, 1999
-------------------------------------------
                   John Simon
</TABLE>


<PAGE>   7

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
-------
<S>                                           <C>
4.1            Women First HealthCare, Inc. 1998 Long-Term Incentive Plan
               (incorporated by reference to Exhibit 10.3 to the Company's
               Registration Statement on Form S-1 as filed with the Commission
               on March 12, 1999 (File No. 333-74367).

4.2            Women First HealthCare, Inc. Incentive Stock Plan.

5.1            Opinion of Latham & Watkins.

23.1           Consent of Ernst & Young LLP.

24.1           Power of Attorney (included on signature page hereto).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20804}]
{"company-data": {"conformed-name": "WOMEN FIRST HEALTHCARE INC", "cik": "0001081004", "assigned-sic": "2834", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82285", "film-number": "99659121"}, "business-address": {"street1": "12220 EL CAMINO ROAD SUITE 400", "city": "SAN DIEGO", "state": "CA", "zip": "92130", "phone": "6195091171"}}
1
      As filed with the Securities and Exchange Commission on July 2, 1999
                                               Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------
                          WOMEN FIRST HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                             13-3919601
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                         12220 EL CAMINO REAL, SUITE 400
                           SAN DIEGO, CALIFORNIA 92130
                                 (619) 509-1171
        (Address of principal executive offices, including zip code, and
                               telephone number)

           WOMEN FIRST HEALTHCARE, INC. 1998 LONG-TERM INCENTIVE PLAN
                WOMEN FIRST HEALTHCARE, INC. INCENTIVE STOCK PLAN
                            (Full title of the plans)
DAVID F. HALE                                              Copies to:
              WOMEN FIRST HEALTHCARE, INC.                                     SCOTT N. WOLFE, ESQ.
             12220 EL CAMINO REAL, SUITE 400                                     LATHAM & WATKINS
              SAN DIEGO, CALIFORNIA  92130                                  701 "B" STREET, SUITE 2100
                     (619) 509-1171                                         SAN DIEGO, CALIFORNIA 92101
(Name, address, including zip code, and telephone number,                         (619) 236-1234
       including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
             Title of Securities                      Amount           Proposed Maximum     Proposed Maximum          Amount of
              to be Registered                         to be            Offering Price     Aggregate Offering       Registration
                                                    Registered(1)          Per Share              Price                  Fee
===================================================================================================================================
Common Stock, $.001 par value                       2,277,435                 $(2)          $4,968,755.86(2)           $1,382
===================================================================================================================================
(1)  A maximum of 2,249,985 shares of Common Stock are reserved for issuance
     under the Women First HealthCare, Inc. 1998 Long-Term Incentive Plan (the
     "1998 Plan") and a maximum of 27,450 shares of Common Stock are reserved
     for issuance under the Women First HealthCare, Inc. Incentive Stock Plan
     (the "Incentive Stock Plan").

(2)  This estimate is made pursuant to Rule 457(h) solely for purposes of
     calculating the registration fee, and is determined according to the
     following offering price information: Of the 2,249,985 shares of Common
     Stock reserved for issuance under the 1998 Plan being registered hereunder,
     (i) 1,824,873 shares of Common Stock are subject to outstanding options
     with an exercise price of $0.84 per share, (ii) 112,346 shares of Common
     Stock are subject to outstanding options with an exercise price of $4.81
     per share, (iii) 118,853 shares of Common Stock are subject to outstanding
     options with an exercise price of $5.77 per share, (iv) 27,831 shares of
     Common Stock are subject to outstanding options with an exercise price of
     $11.39 per share, (v) 34,630 shares of Common Stock subject to outstanding
     options with an exercise price of $11.00 per share, and (vi) 131,452 shares
     of Common Stock are reserved for issuance upon exercise of options to be
     granted in the future. Of the 27,450 shares of Common Stock reserved for
     issuance under the Incentive Stock Plan, all of such shares are subject to
     options with an exercise price of $0.29. Pursuant to Rule 457(h), for all
     shares of Common Stock being registered hereunder with an exercise price
     which cannot be presently determined (131,452 shares of Common Stock under
     the 1998 Plan), the Proposed Maximum Offering Price Per Share is $11.44 per
     share of Common Stock, which is based on the average of the high and low
     prices for the Common Stock as reported on The Nasdaq National Market on
     June 29, 1999.

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

                                       1
2

                                     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.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

                  (a) the Registrant's Prospectus filed pursuant to Rule 424(b)
         under the Securities Act of 1933, as amended (the "Securities Act"), on
         June 29, 1999;

                  (b) the description of the Registrant's Common Stock contained
         in the Registrant's Registration Statement on Form 8-A filed on June
         24, 1999, pursuant to Section 12(g) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act").

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date this Registration
Statement is filed with the Commission 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 a part
of it from the respective dates 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
other 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 a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

                                       2
3

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The General Corporation Law of the State of Delaware (the "DGCL")
permits a Delaware corporation to indemnify officers, directors, employees and
agents for actions taken in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, which they had no reasonable cause to believe
was unlawful. The DGCL also provides that a corporation may advance the expenses
of defense (upon receipt of a written undertaking to reimburse the corporation
if it is ultimately determined that such individual is not entitled to
indemnification) and must reimburse a successful defendant for expenses,
including attorneys' fees, actually and reasonably incurred. The DGCL further
provides that indemnification may not be made for any claim, issue or matter as
to which a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation, except
only to the extent a court determines that the person is entitled to indemnity
for such expenses that such court deems proper. The DGCL also permits a
corporation to purchase and maintain liability insurance for its directors and
officers.

         The Registrant's Fourth Amended and Restated Certificate of
Incorporation and Second Amended and Restated Bylaws provide that the Registrant
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Registrant) by reason of the fact that he or she is or
was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action or suit or proceeding if he or she 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 Registrant, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission. The Registrant has entered
into indemnification agreements with its officers and directors containing
provisions which may require the Registrant, among other things, to indemnify
the officers and directors against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from willful misconduct of a culpable nature), and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified. The Registrant maintains insurance on behalf of its
directors and officers, insuring them against liabilities that they may incur in
such capacities or arising out of such status.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       3
4

ITEM 8.   EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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;

                         (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 this 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 this
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective Registration
                  Statement;

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

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

                                       4
5

         (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 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) 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 the Registrant is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       5
6

                                   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 Diego, State of California, on this 1st day of
July, 1999.

                                          WOMEN FIRST HEALTHCARE, INC.

                                          By:       /s/   DAVID F. HALE
                                             ---------------------------------
                                                       DAVID F. HALE
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint David F. Hale and Debra P.
Crawford, and each of them, with full power of substitution and full power to
act without the other, his or her true and lawful attorney-in-fact and agent to
act for him or her in his or her name, place and stead, in any and all
capacities, to sign any and all amendments including post-effective amendments
and any registration statement filed pursuant to Rule 462(b) under the
Securities Act to this registration statement, and to file the same, with all
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 substitute, 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
on the dates indicated.
SIGNATURE                                                TITLE                       DATE
                   ---------                                                -----                       ----
Chairman of the Board and Director               July  , 1999
-------------------------------------------
                Edward F. Calesa

/s/               DAVID F. HALE                   President and Chief Executive Officer            July 1, 1999
-------------------------------------------       (Principal Executive Officer)
                 David F. Hale

/s/              DEBRA P. CRAWFORD                Vice President and Chief Financial Officer       July 1, 1999
-------------------------------------------       (Principal Financial Officer and Principal
               Debra P. Crawford                  Accounting Officer)

                                                  Director                                         July  , 1999
-------------------------------------------
                Charlotte Beers

                                                  Director                                         July  , 1999
-------------------------------------------
               Meredith A. Brokaw

/s /              GARY V. PARLIN                  Director                                         July 1, 1999
-------------------------------------------
                 Gary V. Parlin

/s/             RICHARD L. RUBIN                  Director                                         July 1, 1999
-------------------------------------------
                Richard L. Rubin

/s /                 JOHN SIMON                   Director                                         July 1, 1999
-------------------------------------------
                   John Simon
7

                                  EXHIBIT INDEX
EXHIBIT
-------
4.1            Women First HealthCare, Inc. 1998 Long-Term Incentive Plan
               (incorporated by reference to Exhibit 10.3 to the Company's
               Registration Statement on Form S-1 as filed with the Commission
               on March 12, 1999 (File No. 333-74367).

4.2            Women First HealthCare, Inc. Incentive Stock Plan.

5.1            Opinion of Latham & Watkins.

23.1           Consent of Ernst & Young LLP.

24.1           Power of Attorney (included on signature page hereto).