NITCHES INC
S-8 POS, 1998-01-08
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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As filed with the Securities and Exchange Commission on January  8, 1998

                                                      Registration No. 33-19924


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                          POST-EFFECTIVE AMENDMENT NO.1
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              ---------------------

                                  NITCHES, INC.
               (Exact name of issuer as specified in its charter)

        California                                        95-2848021
 (State of Incorporation)                     (IRS Employer Identification No.)

                              10280 Camino Santa Fe
                           San Diego, California 92121
               (Address of Principal Executive Offices) (Zip Code)


                           Steven P. Wyandt, President
                                  NITCHES, INC.
                              10280 Camino Santa Fe
                           San Diego, California 92121
                     (Address and name of agent for service)

                                 (619) 625-2633
          (Telephone number, including area code, of agent for service)
                              ---------------------

               BEEBA'S CREATIONS, INC. INCENTIVE STOCK OPTION PLAN
                   AS AMENDED AND RESTATED NOVEMBER 17, 1987;
                            (Full title of the plans)
                              ---------------------

                                   Copies to:

                            JAMES A. MERCER III, Esq.
                      Luce, Forward, Hamilton & Scripps LLP
                           600 W. Broadway, Suite 2600
                           San Diego, California 92101
                              ---------------------











<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


                                EXPLANATORY NOTE

         Nitches,  Inc.,  a  California  corporation  formerly  known as Beeba's
Creations,  Inc.("Registrant") hereby files this Post- Effective Amendment No. 1
to its  Registration  Statement on Form S-8  (Registration  No.  33-19924)  (the
"Third  Registration  Statement") for the purposes of removing from registration
under Securities Act of 1933, as amended,  an aggregate of 291,271 shares of the
Registrant's  common stock  ("Common  Stock"),  no par value,  which were unsold
under this Third Registration  Statement and were subsequently  registered under
the Registrant's Registration Statement on Form S-8 (Registration No. 33-33293).

         The  Registrant  originally  filed on July 29, 1986,  its  Registration
Statement  on Form  S-8  (Registration  No.  33-7599)  with the  Securities  and
Exchange Commission (the "Registration Statement") to register 134,998 shares of
Common Stock  reserved by the  Registrant  for offering  pursuant to the BEEBA'S
CREATIONS,  INC.  INCENTIVE  STOCK  OPTION  PLAN (the  "Plan").  The  Registrant
subsequently  filed on December  29, 1986 a  Registration  Statement on Form S-8
(Registration  No. 33-11007) to register an additional  150,000 shares of Common
Stock  issuable  under  the Plan  (the  "Second  Registration  Statement").  The
Registrant then filed on February 9, 1988 the Registration Statement on Form S-8
(Registration  No.  33-19924)  to cover the  shares of  Common  Stock  under the
Registration  Statement,  the Second  Registration  Statement  and an additional
150,000  shares  issued for  issuance  under the Plan (the  "Third  Registration
Statement).  Finally, on February 16, 1990 the Registrant filed its Registration
Statement on Form S-8  (Registration  No.  33-33293)  (the "Fourth  Registration
Statement")  to register the shares of Common Stock covered by the  Registration
Statement, the Second Registration Statement,  this Third Registration Statement
as well as an  additional  150,000  shares of Common  Stock to be issued under a
separate Executive Option Plan.

         At the time of the filing of the  Fourth  Registration  Statement,  the
Registrant had issued a total of 143,727  shares of the original  434,998 shares
of Common Stock registered under the Third Registration Statement.





<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  cf  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this amendment to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized,  in the City of San Diego, and State  California,  on
this 8th day of January, 1998.

                                         NITCHES, INC.


                                         By:\s\ STEVEN P. WYANDT
                                            -----------------------------------
                                            Steven P. Wyandt, President
                                            and Chief Executive Officer






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