As filed with the Securities and Exchange Commission on June 8, 1999
                                                  Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                            SAMUELS JEWELERS, INC.
             (Exact name of Registrant as specified in its charter)


            DELAWARE                                     95-3746316
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                        2914 MONTOPOLIS DRIVE, SUITE 200
                               AUSTIN, TEXAS 78741
   (Address, including zip code, of Registrant's principal executive offices)


                  SAMUELS JEWELERS, INC. 1998 STOCK OPTION PLAN
    SAMUELS JEWELERS, INC. 1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
            SAMUELS JEWELERS, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
           RESTRICTED STOCK ISSUANCES TO CERTAIN MEMBERS OF MANAGEMENT
                            (Full title of the plans)

                       ----------------------------------
<TABLE>
<S>                                                                                <C>
                            E. PETER HEALEY                                                  COPY TO:
    EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER SECRETARY AND
                               TREASURER                                             CHARLES E. HARRELL, ESQ.
                        SAMUELS JEWELERS, INC.                                      WEIL, GOTSHAL & MANGES LLP
                   2914 MONTOPOLIS DRIVE, SUITE 200                                  700 LOUISIANA, SUITE 1600
                          AUSTIN, TEXAS 78741                                          HOUSTON, TEXAS 77002
                            (512) 369-1400                                                (713) 546-5000
(Name, address and telephone number, including area code, of agent for
                               service)
</TABLE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum     Proposed maximum
   Title of securities to be        Amount to be      offering price per   aggregate offering   Amount of registration
           registered                registered           share (2)            price (2)                  fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>                  <C>                <C>
         Common Stock, par
         value $.001 per share      1,200,000 shares(1)     $ 4.50           $ 5,400,000.00            $ 1,501.20
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) 500,000 of such shares are issuable upon the exercise of options available
for grant under the Samuels Jewelers, Inc. 1998 Stock Option Plan, 250,000 of
such shares are issuable upon the exercise of outstanding options granted or
options available for grant under the Samuels Jewelers, Inc. 1998 Stock Option
Plan for Non-Employee Directors, 200,000 of such shares are issuable upon the
purchase of such shares under the Samuels Jewelers, Inc. Employee Stock Purchase
Plan and 250,000 of such shares were issued to certain members of management as
restricted stock.

(2) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended, and
based on the average of the bid and asked prices ($4 1/2) of the Registrant's
Common Stock as given on the Nasdaq OTC Bulletin Board (R) on June 3, 1999.

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

HO1:\72674\12\1K2Q12!.DOC\21901.0001
<PAGE>
                                EXPLANATORY NOTE


         Pursuant to General Instruction C of Form S-8, this Registration
Statement contains a prospectus that has been prepared in accordance with the
requirements of Part I of Form S-3 and that relates to reofferings and resales
of shares of Common Stock that have been or may be acquired pursuant to the
Samuels Jewelers, Inc. 1998 Stock Option Plan, the Samuels Jewelers, Inc. 1998
Stock Option Plan for Non-Employee Directors, the Samuels Jewelers, Inc.
Employee Stock Purchase Plan and the issuances of restricted stock to certain
members of management.









                                       2
<PAGE>
                                     PART I.

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

                  The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by rule 428(b)(1). Such documents are not required to be and are not filed with
Securities and Exchange (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Samuels Jewelers,
Inc. 1998 Stock Option Plan, the Samuels Jewelers, Inc. 1998 Stock Option Plan
for Non-Employee Directors, the Samuels Jewelers, Inc. Employee Stock Purchase
Plan and the issuances of restricted stock to certain members of management
(collectively, the "Plans") are available to participants in the Plans without
charge by contacting:

                             Samuels Jewelers, Inc.
                        2914 Montopolis Drive, Suite 200
                               Austin, Texas 78741
                                 (512) 369-1400

              Attention: E. Peter Healey, Executive Vice President,
                Chief Financial Officer, Secretary and Treasurer








                                       3
<PAGE>
                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents are incorporated by reference in this
Registration Statement:

                  (a) Barry's Jewelers, Inc.'s (Registrant's predecessor in
         interest) Annual Report on Form 10-K for the fiscal year ended May 30,
         1998, filed with the Commission pursuant to the Exchange Act on August
         28, 1998 (File No. 0-15017), and including any amendment or report
         filed for the purpose of updating the report;

                  (b) the description of the Registrant's Common Stock contained
         in the Company's Current Report on Form 8-K filed on October 6, 1998
         (File No. 0-15017), including any amendment or report filed for the
         purpose of updating such description; AND

                  (c) all other reports filed by the Registrant, including its
         predecessor in interest Barry's Jewelers, Inc., pursuant to Sections
         13(a) or 15(d) of the Exchange Act since May 30, 1998.

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

                  Any statement or information contained herein or in any
document all or part of which is incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement or information contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement or information. Any
such statement or information 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.


                                       4
<PAGE>
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Registrant's Certificate of Incorporation (the
"Certificate of Incorporation") provides that each person who was or is made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of the
Registrant will be indemnified by the Registrant, to the full extent permitted
by the Delaware General Corporation Law (the "DGCL").

                  Under Section 145 of the DGCL, a corporation may indemnify a
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her 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 corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action brought by or in the right of a corporation, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her 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
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

                  The Certificate of Incorporation provides that a director of
the Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except (i) for
breaches of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations of law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director received an improper personal benefit. The
Certificate of Incorporation further provides that neither amendment nor repeal
of such provision nor the adoption of any term of the Certificate of
Incorporation inconsistent with such provision shall eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise, prior
to such amendment, repeal or adoption of such inconsistent provision.

                  The Registrant maintains a standard form of officers' and
directors' liability insurance policy that provides coverage to the Registrant
and the officers and directors of the Registrant for certain liabilities.


                                       5
<PAGE>
                  The foregoing summaries are necessarily subject to the
complete text of the statutes, the Certificate of Incorporation, the
indemnification agreements and the insurance policy referred to above and are
qualified in their entirety by reference thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The Exhibits to this Registration Statement are listed in the
Index to Exhibits on page 10 of this Registration Statement, which Index 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;

                              (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.
                        Notwithstanding the foregoing, any increase or decrease
                        in the 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
                        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 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 information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Securities and


                                       6
<PAGE>
                  Exchange Commission by the Registrant pursuant to Section 13
                  or Section 15(d) of the Securities Exchange Act of 1934, as
                  amended, that are incorporated by reference in the
                  Registration Statement.

                        (2) That, for the purpose of determining any liability
                  under the Securities Act of 1933, as amended, 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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended), 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 of 1933, as amended, may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions described
in Item 6 above or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
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 of 1933, as amended, and will be
governed by the final adjudication of such issue.




                                       7
<PAGE>
                               REOFFER PROSPECTUS

                        1,200,000 Shares of Common Stock

                             SAMUELS JEWELERS, INC.

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

                  This prospectus (the "Prospectus") relates to the offer and
sale of up to 1,200,000 shares of Common Stock, par value $.001 per share
("Common Stock"), of Samuels Jewelers, Inc., a Delaware corporation (the
"Company"). The shares offered hereby (the "Offered Shares") have been or may be
acquired by Controlling Stockholders (as named herein under "Controlling
Stockholders") pursuant to:

o       the Samuels Jewelers, Inc. 1998 Stock Option Plan (the "1998 Stock
        Option Plan")

o       the Samuels Jewelers, Inc. 1998 Stock Option Plan for Non-Employee
        Directors (the "1998 Director Plan")

o       the Samuels Jewelers, Inc. Employee Stock Purchase Plan (the "Stock
        Purchase Plan")

o       the issuances of restricted stock to certain members of management (the
        "Restricted Stock Issuances")

                  The Offered Shares are being offered and sold by and for the
account of the Controlling Stockholders. All expenses incurred in connection
with the registration of the Offered Shares will be paid by the Company, with
certain exceptions. See "Controlling Stockholders." The Company will not receive
any of the proceeds from the sale hereby of the Offered Shares by any
Controlling Stockholder.

                  The Controlling Stockholders may offer and sell any or all of
the Offered Shares from time to time in the following methods:

o       one or more transactions on the Nasdaq OTC Bulletin Board(R)

o       one or more brokerage transactions

o       one or more privately negotiated transactions

The prices at which the Offered Shares shall be sold may be determined in any
one of the following ways:

o       at market prices prevailing at the time of sale

o       at prices related to such prevailing market prices

o       at negotiated prices or at fixed prices

The Offered Shares may be offered and sold from time to time in any manner
permitted by law. To the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Offered Shares being offered
thereunder and the terms of such offering. See "Plan of Distribution."

                  The Common Stock is listed on the Nasdaq OTC Bulletin
Board(R). On June 3, 1999, the last reported sale price of the Common Stock on
the NASD Bulletin Board was $ 4 1/2 per share.

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

                  SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR
CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

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

                   The date of this Prospectus is June 8, 1999



                                      P-1
<PAGE>
This Prospectus contains or incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The words "anticipate," "believe,"
"expect," "intend," "will," "could," "may" and similar expressions are intended
to identify certain forward-looking statements. Such statements reflect the
Company's current views with respect to future events and financial performance
and involve risks and uncertainties, including, without limitation, the risks
described under the caption "Risk Factors." Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove incorrect, actual
results may vary materially and adversely from those anticipated, believed or
otherwise indicated. Consequently, all of the forward-looking statements made or
incorporated by reference in this Prospectus are qualified by these cautionary
statements and there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected consequences to or effects on the Company or
its business or operations.

                              AVAILABLE INFORMATION

                  The Company is subject to the informational requirements of
the Exchange Act. In accordance with the Exchange Act, the Company files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities that
the Commission maintains at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York 10048; Citicorp Atrium Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. The Commission
maintains a Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. Copies of these materials may be obtained at
prescribed rates from the Public Reference Section of the Commission at the
principal offices of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549.

                  The Company has filed with the Commission a registration
statement on Form S-8 (the "Registration Statement") under the Securities Act
with respect to the Offered Shares. This Prospectus, which constitutes a part of
the Registration Statement, does not contain all the information set forth in
the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus concerning the
contents of any documents referred to herein are not necessarily complete. With
respect to each such document filed with the Commission as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description, and each such statement shall be deemed qualified in its entirety
by such reference.


                                      P-2
<PAGE>
                  The Common Stock is listed on the Nasdaq OTC Bulletin
Board(R). Reports, proxy statements and other information concerning the Company
may be inspected at the offices of the Nasdaq Bulletin Board(R).

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following documents filed by the Company with the
Commission under the Exchange Act are hereby incorporated by reference into this
Prospectus:

                  (a) Barry's Jewelers, Inc.'s (the Company's predecessor in
         interest) Annual Report on Form 10-K for the fiscal year ended May 30,
         1998, filed with the Commission pursuant to the Exchange Act on August
         28, 1998, and including any amendment filed for the purpose of updating
         the report;

                  (b) the description of the Company's Common Stock contained in
         the Company's Current Report on Form 8-K filed on October 6, 1998 (File
         No. 0-15017), including any amendment or report filed for the purpose
         of updating such description; and

                  (c) all other reports filed by the Company, including its
         predecessor in interest Barry's Jewelers, Inc., pursuant to Sections
         13(a) or 15(d) of the Exchange Act since May 30, 1998.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Offered Shares
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the respective dates of filing of such documents.

                  Any statement or information contained herein or in any
document all or part of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement or information 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 or
information. Any such statement or information so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

                  The Company will provide without charge to any person to whom
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than certain exhibits to such documents). Requests for such copies should
be directed to E. Peter Healey, Executive Vice President, Chief Financial
Officer, Secretary and Treasurer, Samuels Jewelers, Inc., 2914 Montopolis Drive,
Suite 200, Austin, Texas 78741, telephone number (512) 369-1400.


                                      P-3
<PAGE>
                                  RISK FACTORS

                  You should carefully consider the risks described below before
making an investment decision. The risks and uncertainties below are not the
only ones facing the Company. Additional risks and uncertainties not presently
known to us, or that we currently deem immaterial, may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially and adversely
affected. In that case, the trading price of our common stock could decline, and
you may lose all or part of your investment.

RECENT EMERGENCE FROM CHAPTER 11/HISTORY OF OPERATING LOSSES

                  The Company is the successor corporation to Barry's Jewelers,
Inc. ("Barry's"), which emerged on October 2, 1998 from bankruptcy proceedings
that Barry's had instituted on May 11, 1997. Barry's had also emerged from prior
bankruptcy proceedings just over six years ago in 1992. We believe that Barry's
lack of success may be attributed to the following:

o       failed merchandising programs

o       poor credit underwriting practices

o       cash flow constraints

o       excessive collection costs

o       poor inventory controls and below average percentage of consignment
        inventory

o       executive attrition

o       restrictive financing arrangements

o       ineffective investments in technology and resulting excessive
        administrative costs

INDEBTEDNESS OF THE COMPANY

                  On October 2, 1998, the Company entered into a three year, $50
million financing agreement with Foothill Capital Corporation. As of February
27, 1999, we have approximately $42.1 million of long-term debt and $7.9 million
available for borrowing under the financing agreement. The Company heavily
relies on this source of funding and would likely suffer significant financial
difficulty if restrictions were imposed on its ability to receive further
amounts under the financing agreement or were it to suffer an event of default
under the financing agreement. See "Restrictions Imposed By Terms of
Indebtedness."

                  The Company has significant operating lease obligations
related to our stores.

RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS

                  Our revolving loan agreement contains certain covenants that
limit our activities with regard to the following:

o       incurrence of additional indebtedness


                                      P-4
<PAGE>

o      the payment of dividends
o      the redemption of capital stock
o      the making of certain investments
o      the issuance of guarantees
o      transactions with affiliates
o      asset sales
o      certain mergers and consolidations.

                  In addition, the revolving loan agreement contains other
restrictive covenants which require us to satisfy certain financial tests. Our
ability to comply with such covenants and to satisfy such financial tests may be
affected by events beyond our control.

                  A breach of any of the covenants under our revolving loan
agreement could result in an event of default. In the event of a default under
the revolving loan agreement, the lenders could elect to declare all amounts
borrowed, together with accrued interest, to be immediately due and payable and
could terminate all commitments thereunder.

IMPACT OF GENERAL ECONOMIC CONDITIONS

                  Jewelry purchases are discretionary for consumers and may be
particularly affected by adverse trends in the general economy. The success of
our operations depends to a significant extent upon a number of factors relating
to discretionary consumer spending, including economic conditions that affect
disposable consumer income such as:

o       employment
o       wages and salaries
o       business conditions
o       interest rates
o       availability of credit
o       taxation

We may be affected by these factors even if they exist only in the regional and
local markets where we operate. There can be no assurance that consumer spending
will not be adversely affected by general economic conditions and negatively
impact our results of operations or financial conditions.

                  In addition, we are a mall-based jewelry retail chain and are
dependent upon the continued popularity of malls as a shopping destination. We
are also dependent on the ability of malls, their tenants and other mall
attractions to generate customer traffic for its stores. There can be no
assurance that mall traffic will not decrease and negatively impact our
business.

                  Any significant deterioration in general economic conditions
or increases in interest rates may inhibit consumers' use of credit and cause a
material adverse affect on our net sales and profitability. Furthermore, any


                                      P-5
<PAGE>
downturn in general or local economic conditions in the markets in which we
operate could materially adversely affect our collection of outstanding customer
accounts receivables.

COMPETITION

                  We operate in a highly competitive retail jewelry market.
Numerous other companies, including publicly and privately held independent
stores and small retail chains, department stores, catalog showrooms, direct
mail suppliers and television home shopping networks, compete against us on both
national and regional levels. Certain of our competitors are much larger than us
and have greater financial resources.

                  The malls and shopping centers in which we operate generally
contain several other national chain or independent jewelry stores, as well as
one or more jewelry departments located in the "anchor" department stores.

                  Factors beyond our control often affect our competitive
environment, such factors including consumer preferences, economic conditions,
population/demographics and traffic patterns.

SEASONALITY

                  We greatly depend on the success of our "Christmas selling
season" for our success. The success of our Christmas season depends on many
factors beyond our control, including general economic conditions and industry
competition. Sales during the Christmas selling season typically account for
approximately 25% of net sales and almost all of annual earnings. Net sales were
$30.2 million during our 1998 Christmas selling season.

                  Barry's experienced significant operating losses during the
1997 fiscal year, including an operating loss of $6.8 million for its third
quarter, which included the Christmas selling season. Although we had operating
income of $3.8 million for the third quarter of fiscal 1999, which included the
1998 Christmas selling season, such results cannot be considered predictive of
future success.

SUPPLY AND PRICE FLUCTUATIONS

                  The marketing arm of DeBeers Consolidated Mines, Ltd., the
Central Selling Organization ("CSO"), possesses considerable influence over the
world supply and price of diamonds, supplying approximately 80% of the world's
demand for rough diamonds over the past several years.

                  The continued availability of diamonds to our suppliers is
materially dependent on the political and economic situation in South Africa.
While several other countries also supply diamonds, we cannot predict with
certainty the effect on the overall supply or price of diamonds in the event of
an interruption of diamond supply from South Africa or CSO.


                                      P-6
<PAGE>
                  The Company is subject to other supply risks, including
fluctuations in the prices of precious gems and metals. Presently, we do not
engage in any activities to hedge against possible fluctuations in the prices of
precious gems and metals. If fluctuations in these prices are unusually large or
rapid and result in prolonged higher or lower prices, we cannot assure that the
necessary retail price adjustments can be made quickly enough to prevent us from
being adversely affected.

DEPENDENCE ON KEY PERSONNEL

                  In 1997, Barry's hired Randy N. McCullough, our President and
Chief Executive Officer and we have retained or recruited a number of other
senior executives and other key employees. We are dependent on these personnel,
who have been instrumental in designing and implementing our recent initiatives
and are involved in the strategies, for our future growth and profitability.

                  The loss of services of Mr. McCullough could have a material
adverse effect on our results of operations and financial condition. There can
be no assurance that we will be able to attract and retain additional qualified
personnel as needed in the future. We do not maintain key-man life insurance on
our senior executives or other key employees.

REGULATION

                  Our operations are affected by numerous federal and state laws
that impose disclosure and other requirements upon the origination, servicing
and enforcement of credit accounts. The laws also place limitations on the
maximum amount of finance charges that may be charged by a credit provider.
Credit providers do not generally possess recourse rights against us in
situations where our customers fail to make their credit payments. Any change in
the regulation of credit could adversely affect our results of operations or
financial condition.

                  Our practices are also subject to review in the ordinary
course of business by the Federal Trade Commission. We believe that we are
currently in material compliance with all applicable state and federal
regulations. However, there can be no assurance that a failure to comply with
applicable regulations will not have a material adverse effect on us.

                  A substantial amount of merchandise in the retail jewelry
industry is commonly sold at a discount to the "regular" or "original" price. A
number of states in which we operate have regulations which require that the
retailers offering merchandise at discounted prices must offer the merchandise
at the regular or original prices for stated periods of time. We believe that we
are in compliance with all such applicable laws.


                                      P-7
<PAGE>
MARKET FOR THE SHARES

                  Initially, our common stock may lack a healthy market because
we have undergone two separate Chapter 11 reorganizations in the last six years.
These two bankruptcy proceedings may create a lack of confidence in our future
performance and, correspondingly, in the market for our shares.

                  Nasdaq National Market suspended trading in Barry's common
stock on July 11, 1997. Neither Barry's nor the Company's common stock has
traded on a national exchange or on Nasdaq's National Market or Small Cap
markets since that time. Barry's traded on the "pink sheets" following its
delisting until it was merged into the Company. While our common stock now
trades on Nasdaq's OTC Bulletin Board(R), we cannot ensure that the market for
our common stock will be as liquid as if it traded on a national exchange or on
Nasdaq's National Market or Small Cap markets.

YEAR 2000 COMPLIANCE

                  Many existing computer systems and applications use only two
digits to identify a year in the date field without considering the impact of
the upcoming change in the century. As a result, such systems and applications
could fail or create erroneous results unless corrected so that they can process
data related to the year 2000 and beyond. The Company is planning to contract
with a third party with a year 2000 compliant operating system to provide
billing and collections for the Company. The Company is also currently exploring
the feasibility of licensing other existing collection systems should the
Company be unable to outsource the billing and collections functions by the year
2000. If the Company should fail to find compliance solutions for its billing
and collection functions as set forth, it could pose significant operational
problems or result in costs that would have a material adverse impact on its
financial condition or results of operations.

TAX LOSS CARRYFORWARDS

In the event of an ownership change of a corporation, the Internal Revenue Code
places potential limitations on the new owner's use of the net operating losses
that the corporation incurred prior to the ownership change. This may limit the
Company's use of net operating losses previously recorded by Barry's.



                                      P-8
<PAGE>
                                   THE COMPANY

                  The Company is a chain of specialty retail jewelry stores
generally located in regional shopping malls. The Company's stores offer fine
jewelry items in a wide range of styles and prices, with a principal emphasis on
diamond and gemstone jewelry. As of May 1, 1999, the Company operated 115 retail
jewelry stores, principally in California, Texas, Arizona, Utah, North Carolina,
Colorado, Idaho, Montana and Indiana. As measured by the number of retail
locations, the Company is one of the larger specialty retailers of fine jewelry
in the country. The Company's principal executive offices are located at 2914
Montopolis Drive, Suite 200, Austin, Texas 78741, and its telephone number is
(512) 369-1400.

                  The Company changed its fiscal year end during 1998 from May
31 to the Saturday closest to May 31. The Company's fiscal year ended May 30,
1998 may be referred to herein as such, or, where it is more convenient for
comparison with the prior fiscal year, it may be described as the fiscal year
ended May 31, 1998.
Either description references the actual fiscal year ended May 30, 1998.

EMERGENCE FROM CHAPTER 11 REORGANIZATION

                  Barry's filed a plan of reorganization on April 30, 1998 with
the bankruptcy court, and the bankruptcy court confirmed the plan, with certain
modifications, on September 16, 1998. The Company emerged from the bankruptcy
proceedings on October 2, 1998. The plan provided for the following:

            o     payment in full of certain administrative claims, tax claims,
                  bank secured claims and other allowed secured claims

            o     distribution of 2.5 million shares of our common stock to
                  Barry's bondholders in exchange for their allowed claims

            o     distribution of 2.25 million shares of our common stock in
                  exchange for $15 million in a new equity cash infusion

            o     payment of allowed claims of general unsecured creditors at a
                  rate of $0.15 for each dollar of their allowed claims

            o     issuance of 263,158 warrants to purchase our common stock to
                  stockholders in exchange for their shares of Barry's common
                  stock

            o     merger of Barry's into our company, changing its name to
                  Samuels Jewelers, Inc. and reincorporating as a Delaware
                  corporation.

                  In addition, Foothill Capital Corporation agreed to provide
the Company with a new fully secured line of credit of up to $50,000,000. On
October 2, 1998, the Company drew down approximately $32 million from this line
of credit. These borrowings along with the $15 million new cash equity infusion
were used to pay off Barry's previous line of credit balance with Bank Boston.


                                      P-9
<PAGE>
                                 USE OF PROCEEDS

                  The Company will not receive any of the proceeds from the sale
of shares which may be sold for the respective accounts of the Controlling
Shareholders pursuant to this Prospectus. All such proceeds, net of brokerage
commissions, if any, will be received by the Controlling Stockholders. See
"Controlling Stockholders" and "Plan of Distribution."

                            CONTROLLING STOCKHOLDERS

                  This Prospectus relates to shares of Common Stock that have
been or may be acquired by certain directors and key current employees of the
Company (collectively, the "Controlling Stockholders"), certain of whom may be
deemed to be an "affiliate" of the Company, pursuant to (1) the exercise of
stock options granted to such persons under the 1998 Stock Option Plan, the 1998
Director Plan and the Stock Purchase Plan, and/or (2) restricted stock awards
granted to such persons under separate Restricted Stock Agreements.






                                      P-10
<PAGE>
                 The following table sets forth, as of the date hereof, (1) the
name of each Controlling Stockholder, and such Controlling Stockholder's office
or position with the Company (or former office or position if no longer employed
by the Company), (2) the number of shares of Common Stock beneficially owned by
the Controlling Stockholder prior to the offering of the Offered Shares hereby,
(3) the number of shares of Common Stock that may be offered hereby and (4) the
number of shares of Common Stock beneficially owned by the Controlling
Stockholder after the completion of the offering and sale of the Offered Shares
(assuming that all Offered Shares are sold). Such number of shares of Common
Stock beneficially owned by each Controlling Stockholder prior to the offering
of the Offered Shares is based on information furnished to the Company by such
Controlling Stockholder and/or set forth in the Company's Common Stock ledger.

<TABLE>
<CAPTION>
                                                                                     SHARES OF COMMON STOCK
 NAME OF CONTROLLING STOCKHOLDER   SHARES OF COMMON STOCK   SHARES OF COMMON STOCK     BENEFICIALLY OWNED
 AND OFFICE OR POSITION WITH THE     BENEFICIALLY OWNED      THAT MAY BE OFFERED       AFTER COMPLETION OF
             COMPANY                PRIOR TO THE OFFERING           HEREBY              THE OFFERING (1)
 -------------------------------     ------------------      -------------------       -------------------
<S>                                <C>                      <C>                       <C>
Randy N. McCullough                       111,000+                 100,000+                     0
   President and Chief
   Executive Officer

E. Peter Healey                            77,000+                  75,000+                     0
   Executive Vice President,
   Chief Financial Officer,
   Secretary and Treasurer

Chad C. Haggar                             25,000+                  25,000+                     0
    Vice President - Operations

Bill R. Edgel                              25,000+                  25,000+                     0
    Vice President - Marketing

Paul Hart                                  25,000+                  25,000+                     0
    Vice President - MIS

David Barr*..................                 0                        0                        0

David J. Breazzano*..........           1,792,439(2)                   0                        0

Ken D'Amato*.................                 0                        0                        0

David H. Eisenberg*..........                 0                        0                        0

Jerry Winston*...............                 0                        0                        0

</TABLE>

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

*  Director

(1)      Assumes that all Offered Shares are sold.


                                      P-11
<PAGE>

(2)      With respect to all of such shares, Mr. Breazzano shares voting and
dispositive power as a member of DDJ Capital Management, LLC, who owns all of
such shares, but as to which he disclaims beneficial ownership.

+        Only 25% of the shares that may be offered hereby are currently vested.
The remaining amount will vest 25% on each of the next three anniversary dates
from the date of grant (October 2, 1998).

                  The Company may at any time and from time to time suspend,
permanently or temporarily, or otherwise prohibit any offering or sale of the
Offered Shares pursuant to this Prospectus. In connection with the registration
of the Offered Shares under the Securities Act, and the offering and sale
thereof hereby, each Controlling Stockholder will be deemed to have agreed with
and represented to the Company that (1) the number of shares of Common Stock
represented to be beneficially owned by such Controlling Stockholder is correct,
(2) from and after such Controlling Stockholder's receipt of notice from the
Company that the Company is suspending or prohibiting the offering or sale of
the Offered Shares pursuant to this Prospectus, such Controlling Stockholder may
not and will not use this Prospectus to offer or sell any of such Controlling
Stockholder's then unsold Offered Shares and will forthwith discontinue
disposition of its Offered Shares pursuant to the Registration Statement until
such time, if any, as the Company notifies such Controlling Stockholder that
such offers and sales may be recommenced, and (3) any purchase or sale of the
Offered Shares by or for the account of such Controlling Stockholder will be
effected in compliance with all applicable federal and state securities laws,
including the Securities Act and the applicable rules and regulations
promulgated thereunder.

                  All expenses incurred in connection with the registration
under the Securities Act of the Offered Shares will be paid by the Company,
except that the Company will not be liable for any selling or other fees or
expenses incurred by the Controlling Stockholders.

                              PLAN OF DISTRIBUTION

                  Any or all of the Offered Shares owned by a Controlling
Stockholder may be offered and sold from time to time by and for the account of
such Controlling Stockholder. The Company will not receive any of the proceeds
from the sale hereby of the Offered Shares by any Controlling Stockholder.

                  The Controlling Stockholders may offer and sell any or all of
the Offered Shares from time to time in one or more transactions on the Nasdaq
OTC Bulletin Board(R), in one or more brokerage transactions or in one or more
privately negotiated transactions, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Offered Shares may be offered and sold from time to time
in any manner permitted by law, including directly to one or more purchasers and
to or through underwriters, brokers, dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions from the
Controlling Stockholders or the purchasers of Offered Shares for whom such


                                      P-12
<PAGE>
underwriters, brokers, dealers and agents may act as agent or to whom they may
sell as principal, or both. As of the date of this Prospectus, the Company is
not aware of any agreement, arrangement or understanding between any broker or
dealer and any Controlling Stockholder with respect to the offering and sale of
the Offered Shares. The Controlling Stockholder and any underwriters, brokers,
dealers or agents to or through whom sales of the Offered Shares are made
hereunder may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act, and any commissions or discounts or other compensation
paid to such persons and any profit realized by such persons on the resale of
Offered Shares as principals may be deemed to be underwriting compensation under
the Securities Act.

                  To the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Offered Shares being offered
pursuant thereto and the terms of such offering, including the names of the
underwriters, any discounts, concessions, commissions and other items
constituting compensation to underwriters, brokers, dealers or agents, the
public offering price of the Offered Shares and any discounts, concessions or
commissions allowed or reallowed or paid by underwriters to dealers.

                  To comply with the securities laws of certain states, if
applicable, the Offered Shares will be offered and sold in such jurisdictions
only through registered or licensed brokers or dealers.

                  The Controlling Stockholders may agree to indemnify any
underwriter, broker, dealer or agent that participates in transactions involving
sales of the Offered Shares against certain liabilities, including liabilities
arising under the Securities Act.

                  Any or all of the Offered Shares may be offered and sold
pursuant to Rule 144 promulgated under the Securities Act rather than pursuant
to this Prospectus.

                                     EXPERTS

                  The financial statements of Barry's Jewelers, Inc. as of May
31, 1998 and 1997 and for each of the three years in the period ended May 31,
1998, and the related financial statement schedule incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-K have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference (which report expresses an
unqualified opinion and includes explanatory paragraphs referring to Barry's
Jewelers, Inc.'s ability to continue as a going concern as a result of the
filing for reorganization under Chapter 11 of the Federal Bankruptcy Code), and
have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

                                  LEGAL MATTERS

                  The validity of the Offered Shares offered hereby will be
passed upon for the Company by Weil, Gotshal & Manges LLP, Houston, Texas.

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


                                      P-13
<PAGE>
                  No person has been authorized to give any information or to
make any representations other than those contained in this Prospectus, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company, the Controlling Stockholders or any other
person. This Prospectus does not constitute an offer to sell or the solicitation
of an offer to buy any securities other than the securities to which it relates
nor any offer to sell or the solicitation of an offer to buy such securities in
any circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any offer or sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.

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


                                TABLE OF CONTENTS

                                                                Page
                                                                ----


Available Information............................................P-2
Incorporation of Certain Documents by Reference..................P-3
Risk Factors.....................................................P-4
The Company......................................................P-9
Use of Proceeds.................................................P-10
Controlling Stockholders........................................P-10
Plan of Distribution............................................P-12
Experts.........................................................P-13
Legal Matters...................................................P-13



                                    1,200,000
                                     SHARES
                                 OF COMMON STOCK



                             SAMUELS JEWELERS, INC.



                   -------------------------------------------
                               REOFFER PROSPECTUS
                   ------------------------------------------



                                      P-14
<PAGE>
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Austin, State of Texas, on June 7, 1999.


                                   SAMUELS JEWELERS, INC.

                                   By: /s/ Randy N. McCullough
                                       --------------------------------------
                                       Randy N. McCullough
                                       President and Chief Executive Officer



                                POWER OF ATTORNEY

                  Each person whose signature appears below hereby constitutes
and appoints Randy N. McCullough and E. Peter Healey, and each of them, his true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, and 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 Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.



                                       8
<PAGE>
                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                Signature                                    Title                       Date
                ---------                                    -----                       ----
<S>                                              <C>                                 <C>

/s/ Randy N. McCullough                                  President and               June 7, 1999
-----------------------------------------            Chief Executive Officer
Randy N. McCullough                               (principal executive officer


/s/ E. Peter Healey                                Executive Vice President,         June 7, 1999
-----------------------------------------           Chief Financial Officer
E. Peter Healey                                          and Secretary
                                                 (principal financial officer)


/s/ Robert J. Herman                             Vice President and Controller       June 7, 1999
-----------------------------------------       (principal accounting officer)
Robert J. Herman


/s/ David Barr   .                                         Director                  June 7, 1999
-----------------------------------------
David Barr


/s/ David J. Breazzano                                     Director                  June 7, 1999
-----------------------------------------
David J. Breazzano


/s/ Ken D'Amato                                            Director                  June 7, 1999
-----------------------------------------
Ken D'Amato


/s/ David H. Eisenberg                                     Director                  June 7, 1999
-----------------------------------------
David H. Eisenberg


/s/ Jerry Winston.                                         Director                  June 7, 1999
-----------------------------------------
Jerry Winston

</TABLE>


                                       9
<PAGE>
                                INDEX TO EXHIBITS

Exhibit
Number                                  Exhibit
------                                  -------

4.1         Certificate of Incorporation of the Registrant (incorporated herein
            by reference to Exhibit 3.1 to the Registrant's Current Report on
            Form 8-K dated September 16, 1998 (File No. 0-15017)).

4.2         Bylaws of the Registrant (incorporated herein by reference to
            Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated
            September 16, 1998 (File No. 0-15017)).

5.1         Opinion of Weil, Gotshal & Manges LLP.

10.1        Samuels Jewelers, Inc. 1998 Stock Option Plan (incorporated herein
            by reference to Annex A to the Registrant's Proxy Statement on
            Schedule 14A dated October 21, 1998 (the "1998 Proxy Statement").

10.2        Samuels Jewelers, Inc. 1998 Stock Option Plan for Non-Employee
            Directors (incorporated herein by reference to Annex B to the 1998
            Proxy Statement).

10.3        Samuels Jewelers, Inc. Employee Stock Purchase Plan (incorporated
            herein by reference to Annex C to the 1998 Proxy Statement).

10.4        Restricted Stock Agreement dated October 2, 1998 between Samuels
            Jewelers, Inc. and Randy N. McCullough.

10.5        Restricted Stock Agreement dated October 2, 1998 between Samuels
            Jewelers, Inc. and E. Peter Healey.

10.6        Restricted Stock Agreement dated October 2, 1998 between Samuels
            Jewelers, Inc. and Chad C. Haggar.

10.7        Restricted Stock Agreement dated October 2, 1998 between Samuels
            Jewelers, Inc. and Bill R. Edgel.

10.8        Restricted Stock Agreement dated October 2, 1998 between Samuels
            Jewelers, Inc. and Paul Hart.

23.1        Consent of Weil, Gotshal & Manges LLP (contained in Exhibit 5.1).

23.2        Consent of Deloitte & Touche LLP.

24.1        Power of Attorney (set forth on the signature page to the
            Registration Statement).



                                       10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 62634}]
{"company-data": {"conformed-name": "SAMUELS JEWELERS INC", "cik": "0000790360", "assigned-sic": "5944", "irs-number": "953746316", "state-of-incorporation": "DE", "fiscal-year-end": "0530"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80199", "film-number": "99642289"}, "business-address": {"street1": "111 W LEMON AVE", "city": "MONROVIA", "state": "CA", "zip": "91016", "phone": "5123691400"}, "mail-address": {"street1": "2914 MONTOPOLIS DRIVE", "street2": "SUITE 200", "city": "AUSTIN", "state": "TX", "zip": "78741"}, "former-company": {"former-conformed-name": "BARRYS JEWELERS INC /CA/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 8, 1999
                                                  Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            SAMUELS JEWELERS, INC.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                     95-3746316
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                        2914 MONTOPOLIS DRIVE, SUITE 200
                               AUSTIN, TEXAS 78741
   (Address, including zip code, of Registrant's principal executive offices)

                  SAMUELS JEWELERS, INC. 1998 STOCK OPTION PLAN
    SAMUELS JEWELERS, INC. 1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
            SAMUELS JEWELERS, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
           RESTRICTED STOCK ISSUANCES TO CERTAIN MEMBERS OF MANAGEMENT
                            (Full title of the plans)

                       ----------------------------------
E. PETER HEALEY                                                  COPY TO:
    EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER SECRETARY AND
                               TREASURER                                             CHARLES E. HARRELL, ESQ.
                        SAMUELS JEWELERS, INC.                                      WEIL, GOTSHAL & MANGES LLP
                   2914 MONTOPOLIS DRIVE, SUITE 200                                  700 LOUISIANA, SUITE 1600
                          AUSTIN, TEXAS 78741                                          HOUSTON, TEXAS 77002
                            (512) 369-1400                                                (713) 546-5000
(Name, address and telephone number, including area code, of agent for
                               service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum     Proposed maximum
   Title of securities to be        Amount to be      offering price per   aggregate offering   Amount of registration
           registered                registered           share (2)            price (2)                  fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par
         value $.001 per share      1,200,000 shares(1)     $ 4.50           $ 5,400,000.00            $ 1,501.20
-------------------------------------------------------------------------------------------------------------------------
(1) 500,000 of such shares are issuable upon the exercise of options available
for grant under the Samuels Jewelers, Inc. 1998 Stock Option Plan, 250,000 of
such shares are issuable upon the exercise of outstanding options granted or
options available for grant under the Samuels Jewelers, Inc. 1998 Stock Option
Plan for Non-Employee Directors, 200,000 of such shares are issuable upon the
purchase of such shares under the Samuels Jewelers, Inc. Employee Stock Purchase
Plan and 250,000 of such shares were issued to certain members of management as
restricted stock.

(2) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended, and
based on the average of the bid and asked prices ($4 1/2) of the Registrant's
Common Stock as given on the Nasdaq OTC Bulletin Board (R) on June 3, 1999.

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

HO1:\72674\12\1K2Q12!.DOC\21901.0001
EXPLANATORY NOTE

         Pursuant to General Instruction C of Form S-8, this Registration
Statement contains a prospectus that has been prepared in accordance with the
requirements of Part I of Form S-3 and that relates to reofferings and resales
of shares of Common Stock that have been or may be acquired pursuant to the
Samuels Jewelers, Inc. 1998 Stock Option Plan, the Samuels Jewelers, Inc. 1998
Stock Option Plan for Non-Employee Directors, the Samuels Jewelers, Inc.
Employee Stock Purchase Plan and the issuances of restricted stock to certain
members of management.

                                       2
PART I.

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

                  The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by rule 428(b)(1). Such documents are not required to be and are not filed with
Securities and Exchange (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Samuels Jewelers,
Inc. 1998 Stock Option Plan, the Samuels Jewelers, Inc. 1998 Stock Option Plan
for Non-Employee Directors, the Samuels Jewelers, Inc. Employee Stock Purchase
Plan and the issuances of restricted stock to certain members of management
(collectively, the "Plans") are available to participants in the Plans without
charge by contacting:

                             Samuels Jewelers, Inc.
                        2914 Montopolis Drive, Suite 200
                               Austin, Texas 78741
                                 (512) 369-1400

              Attention: E. Peter Healey, Executive Vice President,
                Chief Financial Officer, Secretary and Treasurer

                                       3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents are incorporated by reference in this
Registration Statement:

                  (a) Barry's Jewelers, Inc.'s (Registrant's predecessor in
         interest) Annual Report on Form 10-K for the fiscal year ended May 30,
         1998, filed with the Commission pursuant to the Exchange Act on August
         28, 1998 (File No. 0-15017), and including any amendment or report
         filed for the purpose of updating the report;

                  (b) the description of the Registrant's Common Stock contained
         in the Company's Current Report on Form 8-K filed on October 6, 1998
         (File No. 0-15017), including any amendment or report filed for the
         purpose of updating such description; AND

                  (c) all other reports filed by the Registrant, including its
         predecessor in interest Barry's Jewelers, Inc., pursuant to Sections
         13(a) or 15(d) of the Exchange Act since May 30, 1998.

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

                  Any statement or information contained herein or in any
document all or part of which is incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement or information contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement or information. Any
such statement or information 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.

                                       4
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Registrant's Certificate of Incorporation (the
"Certificate of Incorporation") provides that each person who was or is made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of the
Registrant will be indemnified by the Registrant, to the full extent permitted
by the Delaware General Corporation Law (the "DGCL").

                  Under Section 145 of the DGCL, a corporation may indemnify a
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her 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 corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action brought by or in the right of a corporation, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her 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
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

                  The Certificate of Incorporation provides that a director of
the Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except (i) for
breaches of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations of law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director received an improper personal benefit. The
Certificate of Incorporation further provides that neither amendment nor repeal
of such provision nor the adoption of any term of the Certificate of
Incorporation inconsistent with such provision shall eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise, prior
to such amendment, repeal or adoption of such inconsistent provision.

                  The Registrant maintains a standard form of officers' and
directors' liability insurance policy that provides coverage to the Registrant
and the officers and directors of the Registrant for certain liabilities.

                                       5
The foregoing summaries are necessarily subject to the
complete text of the statutes, the Certificate of Incorporation, the
indemnification agreements and the insurance policy referred to above and are
qualified in their entirety by reference thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The Exhibits to this Registration Statement are listed in the
Index to Exhibits on page 10 of this Registration Statement, which Index 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;

                              (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.
                        Notwithstanding the foregoing, any increase or decrease
                        in the 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
                        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 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 information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Securities and

                                       6
Exchange Commission by the Registrant pursuant to Section 13
                  or Section 15(d) of the Securities Exchange Act of 1934, as
                  amended, that are incorporated by reference in the
                  Registration Statement.

                        (2) That, for the purpose of determining any liability
                  under the Securities Act of 1933, as amended, 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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended), 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 of 1933, as amended, may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions described
in Item 6 above or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
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 of 1933, as amended, and will be
governed by the final adjudication of such issue.

                                       7
REOFFER PROSPECTUS

                        1,200,000 Shares of Common Stock

                             SAMUELS JEWELERS, INC.

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

                  This prospectus (the "Prospectus") relates to the offer and
sale of up to 1,200,000 shares of Common Stock, par value $.001 per share
("Common Stock"), of Samuels Jewelers, Inc., a Delaware corporation (the
"Company"). The shares offered hereby (the "Offered Shares") have been or may be
acquired by Controlling Stockholders (as named herein under "Controlling
Stockholders") pursuant to:

o       the Samuels Jewelers, Inc. 1998 Stock Option Plan (the "1998 Stock
        Option Plan")

o       the Samuels Jewelers, Inc. 1998 Stock Option Plan for Non-Employee
        Directors (the "1998 Director Plan")

o       the Samuels Jewelers, Inc. Employee Stock Purchase Plan (the "Stock
        Purchase Plan")

o       the issuances of restricted stock to certain members of management (the
        "Restricted Stock Issuances")

                  The Offered Shares are being offered and sold by and for the
account of the Controlling Stockholders. All expenses incurred in connection
with the registration of the Offered Shares will be paid by the Company, with
certain exceptions. See "Controlling Stockholders." The Company will not receive
any of the proceeds from the sale hereby of the Offered Shares by any
Controlling Stockholder.

                  The Controlling Stockholders may offer and sell any or all of
the Offered Shares from time to time in the following methods:

o       one or more transactions on the Nasdaq OTC Bulletin Board(R)

o       one or more brokerage transactions

o       one or more privately negotiated transactions

The prices at which the Offered Shares shall be sold may be determined in any
one of the following ways:

o       at market prices prevailing at the time of sale

o       at prices related to such prevailing market prices

o       at negotiated prices or at fixed prices

The Offered Shares may be offered and sold from time to time in any manner
permitted by law. To the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Offered Shares being offered
thereunder and the terms of such offering. See "Plan of Distribution."

                  The Common Stock is listed on the Nasdaq OTC Bulletin
Board(R). On June 3, 1999, the last reported sale price of the Common Stock on
the NASD Bulletin Board was $ 4 1/2 per share.

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

                  SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR
CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

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

                   The date of this Prospectus is June 8, 1999

                                      P-1
This Prospectus contains or incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The words "anticipate," "believe,"
"expect," "intend," "will," "could," "may" and similar expressions are intended
to identify certain forward-looking statements. Such statements reflect the
Company's current views with respect to future events and financial performance
and involve risks and uncertainties, including, without limitation, the risks
described under the caption "Risk Factors." Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove incorrect, actual
results may vary materially and adversely from those anticipated, believed or
otherwise indicated. Consequently, all of the forward-looking statements made or
incorporated by reference in this Prospectus are qualified by these cautionary
statements and there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected consequences to or effects on the Company or
its business or operations.

                              AVAILABLE INFORMATION

                  The Company is subject to the informational requirements of
the Exchange Act. In accordance with the Exchange Act, the Company files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities that
the Commission maintains at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York 10048; Citicorp Atrium Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. The Commission
maintains a Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. Copies of these materials may be obtained at
prescribed rates from the Public Reference Section of the Commission at the
principal offices of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549.

                  The Company has filed with the Commission a registration
statement on Form S-8 (the "Registration Statement") under the Securities Act
with respect to the Offered Shares. This Prospectus, which constitutes a part of
the Registration Statement, does not contain all the information set forth in
the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus concerning the
contents of any documents referred to herein are not necessarily complete. With
respect to each such document filed with the Commission as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description, and each such statement shall be deemed qualified in its entirety
by such reference.

                                      P-2
The Common Stock is listed on the Nasdaq OTC Bulletin
Board(R). Reports, proxy statements and other information concerning the Company
may be inspected at the offices of the Nasdaq Bulletin Board(R).

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following documents filed by the Company with the
Commission under the Exchange Act are hereby incorporated by reference into this
Prospectus:

                  (a) Barry's Jewelers, Inc.'s (the Company's predecessor in
         interest) Annual Report on Form 10-K for the fiscal year ended May 30,
         1998, filed with the Commission pursuant to the Exchange Act on August
         28, 1998, and including any amendment filed for the purpose of updating
         the report;

                  (b) the description of the Company's Common Stock contained in
         the Company's Current Report on Form 8-K filed on October 6, 1998 (File
         No. 0-15017), including any amendment or report filed for the purpose
         of updating such description; and

                  (c) all other reports filed by the Company, including its
         predecessor in interest Barry's Jewelers, Inc., pursuant to Sections
         13(a) or 15(d) of the Exchange Act since May 30, 1998.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Offered Shares
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the respective dates of filing of such documents.

                  Any statement or information contained herein or in any
document all or part of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement or information 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 or
information. Any such statement or information so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

                  The Company will provide without charge to any person to whom
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than certain exhibits to such documents). Requests for such copies should
be directed to E. Peter Healey, Executive Vice President, Chief Financial
Officer, Secretary and Treasurer, Samuels Jewelers, Inc., 2914 Montopolis Drive,
Suite 200, Austin, Texas 78741, telephone number (512) 369-1400.

                                      P-3
RISK FACTORS

                  You should carefully consider the risks described below before
making an investment decision. The risks and uncertainties below are not the
only ones facing the Company. Additional risks and uncertainties not presently
known to us, or that we currently deem immaterial, may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially and adversely
affected. In that case, the trading price of our common stock could decline, and
you may lose all or part of your investment.

RECENT EMERGENCE FROM CHAPTER 11/HISTORY OF OPERATING LOSSES

                  The Company is the successor corporation to Barry's Jewelers,
Inc. ("Barry's"), which emerged on October 2, 1998 from bankruptcy proceedings
that Barry's had instituted on May 11, 1997. Barry's had also emerged from prior
bankruptcy proceedings just over six years ago in 1992. We believe that Barry's
lack of success may be attributed to the following:

o       failed merchandising programs

o       poor credit underwriting practices

o       cash flow constraints

o       excessive collection costs

o       poor inventory controls and below average percentage of consignment
        inventory

o       executive attrition

o       restrictive financing arrangements

o       ineffective investments in technology and resulting excessive
        administrative costs

INDEBTEDNESS OF THE COMPANY

                  On October 2, 1998, the Company entered into a three year, $50
million financing agreement with Foothill Capital Corporation. As of February
27, 1999, we have approximately $42.1 million of long-term debt and $7.9 million
available for borrowing under the financing agreement. The Company heavily
relies on this source of funding and would likely suffer significant financial
difficulty if restrictions were imposed on its ability to receive further
amounts under the financing agreement or were it to suffer an event of default
under the financing agreement. See "Restrictions Imposed By Terms of
Indebtedness."

                  The Company has significant operating lease obligations
related to our stores.

RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS

                  Our revolving loan agreement contains certain covenants that
limit our activities with regard to the following:

o       incurrence of additional indebtedness

                                      P-4
o      the payment of dividends
o      the redemption of capital stock
o      the making of certain investments
o      the issuance of guarantees
o      transactions with affiliates
o      asset sales
o      certain mergers and consolidations.

                  In addition, the revolving loan agreement contains other
restrictive covenants which require us to satisfy certain financial tests. Our
ability to comply with such covenants and to satisfy such financial tests may be
affected by events beyond our control.

                  A breach of any of the covenants under our revolving loan
agreement could result in an event of default. In the event of a default under
the revolving loan agreement, the lenders could elect to declare all amounts
borrowed, together with accrued interest, to be immediately due and payable and
could terminate all commitments thereunder.

IMPACT OF GENERAL ECONOMIC CONDITIONS

                  Jewelry purchases are discretionary for consumers and may be
particularly affected by adverse trends in the general economy. The success of
our operations depends to a significant extent upon a number of factors relating
to discretionary consumer spending, including economic conditions that affect
disposable consumer income such as:

o       employment
o       wages and salaries
o       business conditions
o       interest rates
o       availability of credit
o       taxation

We may be affected by these factors even if they exist only in the regional and
local markets where we operate. There can be no assurance that consumer spending
will not be adversely affected by general economic conditions and negatively
impact our results of operations or financial conditions.

                  In addition, we are a mall-based jewelry retail chain and are
dependent upon the continued popularity of malls as a shopping destination. We
are also dependent on the ability of malls, their tenants and other mall
attractions to generate customer traffic for its stores. There can be no
assurance that mall traffic will not decrease and negatively impact our
business.

                  Any significant deterioration in general economic conditions
or increases in interest rates may inhibit consumers' use of credit and cause a
material adverse affect on our net sales and profitability. Furthermore, any

                                      P-5
downturn in general or local economic conditions in the markets in which we
operate could materially adversely affect our collection of outstanding customer
accounts receivables.

COMPETITION

                  We operate in a highly competitive retail jewelry market.
Numerous other companies, including publicly and privately held independent
stores and small retail chains, department stores, catalog showrooms, direct
mail suppliers and television home shopping networks, compete against us on both
national and regional levels. Certain of our competitors are much larger than us
and have greater financial resources.

                  The malls and shopping centers in which we operate generally
contain several other national chain or independent jewelry stores, as well as
one or more jewelry departments located in the "anchor" department stores.

                  Factors beyond our control often affect our competitive
environment, such factors including consumer preferences, economic conditions,
population/demographics and traffic patterns.

SEASONALITY

                  We greatly depend on the success of our "Christmas selling
season" for our success. The success of our Christmas season depends on many
factors beyond our control, including general economic conditions and industry
competition. Sales during the Christmas selling season typically account for
approximately 25% of net sales and almost all of annual earnings. Net sales were
$30.2 million during our 1998 Christmas selling season.

                  Barry's experienced significant operating losses during the
1997 fiscal year, including an operating loss of $6.8 million for its third
quarter, which included the Christmas selling season. Although we had operating
income of $3.8 million for the third quarter of fiscal 1999, which included the
1998 Christmas selling season, such results cannot be considered predictive of
future success.

SUPPLY AND PRICE FLUCTUATIONS

                  The marketing arm of DeBeers Consolidated Mines, Ltd., the
Central Selling Organization ("CSO"), possesses considerable influence over the
world supply and price of diamonds, supplying approximately 80% of the world's
demand for rough diamonds over the past several years.

                  The continued availability of diamonds to our suppliers is
materially dependent on the political and economic situation in South Africa.
While several other countries also supply diamonds, we cannot predict with
certainty the effect on the overall supply or price of diamonds in the event of
an interruption of diamond supply from South Africa or CSO.

                                      P-6
The Company is subject to other supply risks, including
fluctuations in the prices of precious gems and metals. Presently, we do not
engage in any activities to hedge against possible fluctuations in the prices of
precious gems and metals. If fluctuations in these prices are unusually large or
rapid and result in prolonged higher or lower prices, we cannot assure that the
necessary retail price adjustments can be made quickly enough to prevent us from
being adversely affected.

DEPENDENCE ON KEY PERSONNEL

                  In 1997, Barry's hired Randy N. McCullough, our President and
Chief Executive Officer and we have retained or recruited a number of other
senior executives and other key employees. We are dependent on these personnel,
who have been instrumental in designing and implementing our recent initiatives
and are involved in the strategies, for our future growth and profitability.

                  The loss of services of Mr. McCullough could have a material
adverse effect on our results of operations and financial condition. There can
be no assurance that we will be able to attract and retain additional qualified
personnel as needed in the future. We do not maintain key-man life insurance on
our senior executives or other key employees.

REGULATION

                  Our operations are affected by numerous federal and state laws
that impose disclosure and other requirements upon the origination, servicing
and enforcement of credit accounts. The laws also place limitations on the
maximum amount of finance charges that may be charged by a credit provider.
Credit providers do not generally possess recourse rights against us in
situations where our customers fail to make their credit payments. Any change in
the regulation of credit could adversely affect our results of operations or
financial condition.

                  Our practices are also subject to review in the ordinary
course of business by the Federal Trade Commission. We believe that we are
currently in material compliance with all applicable state and federal
regulations. However, there can be no assurance that a failure to comply with
applicable regulations will not have a material adverse effect on us.

                  A substantial amount of merchandise in the retail jewelry
industry is commonly sold at a discount to the "regular" or "original" price. A
number of states in which we operate have regulations which require that the
retailers offering merchandise at discounted prices must offer the merchandise
at the regular or original prices for stated periods of time. We believe that we
are in compliance with all such applicable laws.

                                      P-7
MARKET FOR THE SHARES

                  Initially, our common stock may lack a healthy market because
we have undergone two separate Chapter 11 reorganizations in the last six years.
These two bankruptcy proceedings may create a lack of confidence in our future
performance and, correspondingly, in the market for our shares.

                  Nasdaq National Market suspended trading in Barry's common
stock on July 11, 1997. Neither Barry's nor the Company's common stock has
traded on a national exchange or on Nasdaq's National Market or Small Cap
markets since that time. Barry's traded on the "pink sheets" following its
delisting until it was merged into the Company. While our common stock now
trades on Nasdaq's OTC Bulletin Board(R), we cannot ensure that the market for
our common stock will be as liquid as if it traded on a national exchange or on
Nasdaq's National Market or Small Cap markets.

YEAR 2000 COMPLIANCE

                  Many existing computer systems and applications use only two
digits to identify a year in the date field without considering the impact of
the upcoming change in the century. As a result, such systems and applications
could fail or create erroneous results unless corrected so that they can process
data related to the year 2000 and beyond. The Company is planning to contract
with a third party with a year 2000 compliant operating system to provide
billing and collections for the Company. The Company is also currently exploring
the feasibility of licensing other existing collection systems should the
Company be unable to outsource the billing and collections functions by the year
2000. If the Company should fail to find compliance solutions for its billing
and collection functions as set forth, it could pose significant operational
problems or result in costs that would have a material adverse impact on its
financial condition or results of operations.

TAX LOSS CARRYFORWARDS

In the event of an ownership change of a corporation, the Internal Revenue Code
places potential limitations on the new owner's use of the net operating losses
that the corporation incurred prior to the ownership change. This may limit the
Company's use of net operating losses previously recorded by Barry's.

                                      P-8
THE COMPANY

                  The Company is a chain of specialty retail jewelry stores
generally located in regional shopping malls. The Company's stores offer fine
jewelry items in a wide range of styles and prices, with a principal emphasis on
diamond and gemstone jewelry. As of May 1, 1999, the Company operated 115 retail
jewelry stores, principally in California, Texas, Arizona, Utah, North Carolina,
Colorado, Idaho, Montana and Indiana. As measured by the number of retail
locations, the Company is one of the larger specialty retailers of fine jewelry
in the country. The Company's principal executive offices are located at 2914
Montopolis Drive, Suite 200, Austin, Texas 78741, and its telephone number is
(512) 369-1400.

                  The Company changed its fiscal year end during 1998 from May
31 to the Saturday closest to May 31. The Company's fiscal year ended May 30,
1998 may be referred to herein as such, or, where it is more convenient for
comparison with the prior fiscal year, it may be described as the fiscal year
ended May 31, 1998.
Either description references the actual fiscal year ended May 30, 1998.

EMERGENCE FROM CHAPTER 11 REORGANIZATION

                  Barry's filed a plan of reorganization on April 30, 1998 with
the bankruptcy court, and the bankruptcy court confirmed the plan, with certain
modifications, on September 16, 1998. The Company emerged from the bankruptcy
proceedings on October 2, 1998. The plan provided for the following:

            o     payment in full of certain administrative claims, tax claims,
                  bank secured claims and other allowed secured claims

            o     distribution of 2.5 million shares of our common stock to
                  Barry's bondholders in exchange for their allowed claims

            o     distribution of 2.25 million shares of our common stock in
                  exchange for $15 million in a new equity cash infusion

            o     payment of allowed claims of general unsecured creditors at a
                  rate of $0.15 for each dollar of their allowed claims

            o     issuance of 263,158 warrants to purchase our common stock to
                  stockholders in exchange for their shares of Barry's common
                  stock

            o     merger of Barry's into our company, changing its name to
                  Samuels Jewelers, Inc. and reincorporating as a Delaware
                  corporation.

                  In addition, Foothill Capital Corporation agreed to provide
the Company with a new fully secured line of credit of up to $50,000,000. On
October 2, 1998, the Company drew down approximately $32 million from this line
of credit. These borrowings along with the $15 million new cash equity infusion
were used to pay off Barry's previous line of credit balance with Bank Boston.

                                      P-9
USE OF PROCEEDS

                  The Company will not receive any of the proceeds from the sale
of shares which may be sold for the respective accounts of the Controlling
Shareholders pursuant to this Prospectus. All such proceeds, net of brokerage
commissions, if any, will be received by the Controlling Stockholders. See
"Controlling Stockholders" and "Plan of Distribution."

                            CONTROLLING STOCKHOLDERS

                  This Prospectus relates to shares of Common Stock that have
been or may be acquired by certain directors and key current employees of the
Company (collectively, the "Controlling Stockholders"), certain of whom may be
deemed to be an "affiliate" of the Company, pursuant to (1) the exercise of
stock options granted to such persons under the 1998 Stock Option Plan, the 1998
Director Plan and the Stock Purchase Plan, and/or (2) restricted stock awards
granted to such persons under separate Restricted Stock Agreements.

                                      P-10
The following table sets forth, as of the date hereof, (1) the
name of each Controlling Stockholder, and such Controlling Stockholder's office
or position with the Company (or former office or position if no longer employed
by the Company), (2) the number of shares of Common Stock beneficially owned by
the Controlling Stockholder prior to the offering of the Offered Shares hereby,
(3) the number of shares of Common Stock that may be offered hereby and (4) the
number of shares of Common Stock beneficially owned by the Controlling
Stockholder after the completion of the offering and sale of the Offered Shares
(assuming that all Offered Shares are sold). Such number of shares of Common
Stock beneficially owned by each Controlling Stockholder prior to the offering
of the Offered Shares is based on information furnished to the Company by such
Controlling Stockholder and/or set forth in the Company's Common Stock ledger.
SHARES OF COMMON STOCK
 NAME OF CONTROLLING STOCKHOLDER   SHARES OF COMMON STOCK   SHARES OF COMMON STOCK     BENEFICIALLY OWNED
 AND OFFICE OR POSITION WITH THE     BENEFICIALLY OWNED      THAT MAY BE OFFERED       AFTER COMPLETION OF
             COMPANY                PRIOR TO THE OFFERING           HEREBY              THE OFFERING (1)
 -------------------------------     ------------------      -------------------       -------------------
Randy N. McCullough                       111,000+                 100,000+                     0
   President and Chief
   Executive Officer

E. Peter Healey                            77,000+                  75,000+                     0
   Executive Vice President,
   Chief Financial Officer,
   Secretary and Treasurer

Chad C. Haggar                             25,000+                  25,000+                     0
    Vice President - Operations

Bill R. Edgel                              25,000+                  25,000+                     0
    Vice President - Marketing

Paul Hart                                  25,000+                  25,000+                     0
    Vice President - MIS

David Barr*..................                 0                        0                        0

David J. Breazzano*..........           1,792,439(2)                   0                        0

Ken D'Amato*.................                 0                        0                        0

David H. Eisenberg*..........                 0                        0                        0

Jerry Winston*...............                 0                        0                        0
-----------------------------------

*  Director

(1)      Assumes that all Offered Shares are sold.

                                      P-11
(2)      With respect to all of such shares, Mr. Breazzano shares voting and
dispositive power as a member of DDJ Capital Management, LLC, who owns all of
such shares, but as to which he disclaims beneficial ownership.

+        Only 25% of the shares that may be offered hereby are currently vested.
The remaining amount will vest 25% on each of the next three anniversary dates
from the date of grant (October 2, 1998).

                  The Company may at any time and from time to time suspend,
permanently or temporarily, or otherwise prohibit any offering or sale of the
Offered Shares pursuant to this Prospectus. In connection with the registration
of the Offered Shares under the Securities Act, and the offering and sale
thereof hereby, each Controlling Stockholder will be deemed to have agreed with
and represented to the Company that (1) the number of shares of Common Stock
represented to be beneficially owned by such Controlling Stockholder is correct,
(2) from and after such Controlling Stockholder's receipt of notice from the
Company that the Company is suspending or prohibiting the offering or sale of
the Offered Shares pursuant to this Prospectus, such Controlling Stockholder may
not and will not use this Prospectus to offer or sell any of such Controlling
Stockholder's then unsold Offered Shares and will forthwith discontinue
disposition of its Offered Shares pursuant to the Registration Statement until
such time, if any, as the Company notifies such Controlling Stockholder that
such offers and sales may be recommenced, and (3) any purchase or sale of the
Offered Shares by or for the account of such Controlling Stockholder will be
effected in compliance with all applicable federal and state securities laws,
including the Securities Act and the applicable rules and regulations
promulgated thereunder.

                  All expenses incurred in connection with the registration
under the Securities Act of the Offered Shares will be paid by the Company,
except that the Company will not be liable for any selling or other fees or
expenses incurred by the Controlling Stockholders.

                              PLAN OF DISTRIBUTION

                  Any or all of the Offered Shares owned by a Controlling
Stockholder may be offered and sold from time to time by and for the account of
such Controlling Stockholder. The Company will not receive any of the proceeds
from the sale hereby of the Offered Shares by any Controlling Stockholder.

                  The Controlling Stockholders may offer and sell any or all of
the Offered Shares from time to time in one or more transactions on the Nasdaq
OTC Bulletin Board(R), in one or more brokerage transactions or in one or more
privately negotiated transactions, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Offered Shares may be offered and sold from time to time
in any manner permitted by law, including directly to one or more purchasers and
to or through underwriters, brokers, dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions from the
Controlling Stockholders or the purchasers of Offered Shares for whom such

                                      P-12
underwriters, brokers, dealers and agents may act as agent or to whom they may
sell as principal, or both. As of the date of this Prospectus, the Company is
not aware of any agreement, arrangement or understanding between any broker or
dealer and any Controlling Stockholder with respect to the offering and sale of
the Offered Shares. The Controlling Stockholder and any underwriters, brokers,
dealers or agents to or through whom sales of the Offered Shares are made
hereunder may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act, and any commissions or discounts or other compensation
paid to such persons and any profit realized by such persons on the resale of
Offered Shares as principals may be deemed to be underwriting compensation under
the Securities Act.

                  To the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Offered Shares being offered
pursuant thereto and the terms of such offering, including the names of the
underwriters, any discounts, concessions, commissions and other items
constituting compensation to underwriters, brokers, dealers or agents, the
public offering price of the Offered Shares and any discounts, concessions or
commissions allowed or reallowed or paid by underwriters to dealers.

                  To comply with the securities laws of certain states, if
applicable, the Offered Shares will be offered and sold in such jurisdictions
only through registered or licensed brokers or dealers.

                  The Controlling Stockholders may agree to indemnify any
underwriter, broker, dealer or agent that participates in transactions involving
sales of the Offered Shares against certain liabilities, including liabilities
arising under the Securities Act.

                  Any or all of the Offered Shares may be offered and sold
pursuant to Rule 144 promulgated under the Securities Act rather than pursuant
to this Prospectus.

                                     EXPERTS

                  The financial statements of Barry's Jewelers, Inc. as of May
31, 1998 and 1997 and for each of the three years in the period ended May 31,
1998, and the related financial statement schedule incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-K have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference (which report expresses an
unqualified opinion and includes explanatory paragraphs referring to Barry's
Jewelers, Inc.'s ability to continue as a going concern as a result of the
filing for reorganization under Chapter 11 of the Federal Bankruptcy Code), and
have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

                                  LEGAL MATTERS

                  The validity of the Offered Shares offered hereby will be
passed upon for the Company by Weil, Gotshal & Manges LLP, Houston, Texas.

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

                                      P-13
No person has been authorized to give any information or to
make any representations other than those contained in this Prospectus, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company, the Controlling Stockholders or any other
person. This Prospectus does not constitute an offer to sell or the solicitation
of an offer to buy any securities other than the securities to which it relates
nor any offer to sell or the solicitation of an offer to buy such securities in
any circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any offer or sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.

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

                                TABLE OF CONTENTS

                                                                Page
                                                                ----

Available Information............................................P-2
Incorporation of Certain Documents by Reference..................P-3
Risk Factors.....................................................P-4
The Company......................................................P-9
Use of Proceeds.................................................P-10
Controlling Stockholders........................................P-10
Plan of Distribution............................................P-12
Experts.........................................................P-13
Legal Matters...................................................P-13

                                    1,200,000
                                     SHARES
                                 OF COMMON STOCK

                             SAMUELS JEWELERS, INC.

                   -------------------------------------------
                               REOFFER PROSPECTUS
                   ------------------------------------------

                                      P-14
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Austin, State of Texas, on June 7, 1999.

                                   SAMUELS JEWELERS, INC.

                                   By: /s/ Randy N. McCullough
                                       --------------------------------------
                                       Randy N. McCullough
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

                  Each person whose signature appears below hereby constitutes
and appoints Randy N. McCullough and E. Peter Healey, and each of them, his true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, and 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 Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

                                       8
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                                    Title                       Date
                ---------                                    -----                       ----
/s/ Randy N. McCullough                                  President and               June 7, 1999
-----------------------------------------            Chief Executive Officer
Randy N. McCullough                               (principal executive officer

/s/ E. Peter Healey                                Executive Vice President,         June 7, 1999
-----------------------------------------           Chief Financial Officer
E. Peter Healey                                          and Secretary
                                                 (principal financial officer)

/s/ Robert J. Herman                             Vice President and Controller       June 7, 1999
-----------------------------------------       (principal accounting officer)
Robert J. Herman

/s/ David Barr   .                                         Director                  June 7, 1999
-----------------------------------------
David Barr

/s/ David J. Breazzano                                     Director                  June 7, 1999
-----------------------------------------
David J. Breazzano

/s/ Ken D'Amato                                            Director                  June 7, 1999
-----------------------------------------
Ken D'Amato

/s/ David H. Eisenberg                                     Director                  June 7, 1999
-----------------------------------------
David H. Eisenberg

/s/ Jerry Winston.                                         Director                  June 7, 1999
-----------------------------------------
Jerry Winston
9
INDEX TO EXHIBITS

Exhibit
Number                                  Exhibit
------                                  -------

4.1         Certificate of Incorporation of the Registrant (incorporated herein
            by reference to Exhibit 3.1 to the Registrant's Current Report on
            Form 8-K dated September 16, 1998 (File No. 0-15017)).

4.2         Bylaws of the Registrant (incorporated herein by reference to
            Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated
            September 16, 1998 (File No. 0-15017)).

5.1         Opinion of Weil, Gotshal & Manges LLP.

10.1        Samuels Jewelers, Inc. 1998 Stock Option Plan (incorporated herein
            by reference to Annex A to the Registrant's Proxy Statement on
            Schedule 14A dated October 21, 1998 (the "1998 Proxy Statement").

10.2        Samuels Jewelers, Inc. 1998 Stock Option Plan for Non-Employee
            Directors (incorporated herein by reference to Annex B to the 1998
            Proxy Statement).

10.3        Samuels Jewelers, Inc. Employee Stock Purchase Plan (incorporated
            herein by reference to Annex C to the 1998 Proxy Statement).

10.4        Restricted Stock Agreement dated October 2, 1998 between Samuels
            Jewelers, Inc. and Randy N. McCullough.

10.5        Restricted Stock Agreement dated October 2, 1998 between Samuels
            Jewelers, Inc. and E. Peter Healey.

10.6        Restricted Stock Agreement dated October 2, 1998 between Samuels
            Jewelers, Inc. and Chad C. Haggar.

10.7        Restricted Stock Agreement dated October 2, 1998 between Samuels
            Jewelers, Inc. and Bill R. Edgel.

10.8        Restricted Stock Agreement dated October 2, 1998 between Samuels
            Jewelers, Inc. and Paul Hart.

23.1        Consent of Weil, Gotshal & Manges LLP (contained in Exhibit 5.1).

23.2        Consent of Deloitte & Touche LLP.

24.1        Power of Attorney (set forth on the signature page to the
            Registration Statement).

                                       10