content: <PAGE>   1
                                                        Registration No. 33-
  
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                DM Management Company
  - --------------------------------------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
         Delaware                                         04-2973769
  - --------------------------------------------------------------------------------
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                      Identification No.)
  
    25 Recreation Park Drive, Suite 200, Hingham, Massachusetts   02043
  - --------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)
  
                                DM MANAGEMENT COMPANY
                  1993 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                              (Full title of the plan)
  
                                   Gordon R. Cooke
                        President and Chief Executive Officer
                                DM Management Company
                         25 Recreation Park Drive, Suite 200
                            Hingham, Massachusetts 02043
                                   (617) 740-2718
  - --------------------------------------------------------------------------------
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                             Peter M. Rosenblum, Esquire
                              David R. Pierson, Esquire
                                 Foley, Hoag & Eliot
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 482-1390
  
  
  <TABLE>
  
  - ---------------------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
  =============================================================================================
  <CAPTION>
                                                               Proposed
  Title of                                Proposed             Maximum
  Securities                 Amount       Maximum              Aggregate          Amount of
  to be                      to be        Offering Price       Offering           Registration
  Registered              Registered      Per Share            Price              Fee
  - ---------------------------------------------------------------------------------------------
  <S>                      <C>             <C>              <C>                    <C>       
  Common Stock             400,000         $3.625(1)        $1,450,000.00(1)       $500.00(1)
  (par value $0.01)         shares
  - ---------------------------------------------------------------------------------------------
  <FN>
  
           (1) Estimated pursuant to Rule 457 (c) and (h) based on the average of
  the high and low prices of the Common Stock as reported on the National
  Association of Securities Dealers Automated Quotation National Market System on
  May 9, 1996.
  </TABLE>
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
       This Registration Statement is registering additional shares of common
  stock, par value $.01 per share, of DM Management Company (the "Company")
  issuable pursuant to the Company's 1993 Incentive and Nonqualified Stock Option
  Plan for which registration statements filed on Form S-8, File Nos. 33-71776 and
  33-86982, are already effective.
  
       The contents of the Company's Registration Statements on Form S-8, File No.
  33-71776 and 33-86982, as filed with the Securities and Exchange Commission on
  November 16, 1993 and December 1, 1994, respectively, are incorporated herein by
  reference.
  
  ITEM 8.  EXHIBITS.
  
   5.1     Opinion of Counsel.
  
  23.1     Consent of Independent Accountants.
  
  23.2     Consent of Counsel (included in Exhibit 5.1).
  
  24.1     Power of Attorney (contained on the signature page).
  
  
  
  
                                        II-1
  
  <PAGE>   3
  
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 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 Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Hingham, Massachusetts, on this 16th day of May,
  1996. 
  
                                               DM MANAGEMENT COMPANY
  
  
                                               By: /s/ Gordon R. Cooke
                                                   -------------------
                                                   Gordon R. Cooke
                                                   President and
                                                     Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints Gordon R. Cooke and Samuel L. Shanaman, and each
  of them, his true and lawful attorneys-in-fact and agents with full power of
  substitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and all documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing which
  they, or either of them, may deem necessary or advisable to be done in
  connection with this Registration Statement, 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 any substitute or
  substitutes for either or both of them, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  Signature                       Title                           Date
  - ---------                       -----                           ----
  
  
  /s/ Gordon R. Cooke           President, Chief               May 16, 1996
  - -----------------------
  Gordon R. Cooke               Executive Officer
                                and Director
                                (Principal Executive
                                Officer)
  
  
                                        II-2
  
  <PAGE>   4
  
  
  
  Signature                       Title                           Date
  - ---------                       -----                           ----
  
  
  /s/ Samuel L. Shanaman        Executive Vice President,      May 16, 1996
  - -----------------------
  Samuel L. Shanaman            Chief Operating Officer,
                                Chief Financial Officer
                                and Director(Principal
                                Financial Officer)
  
  
  /s/ David B. Walde            Corporate Controller           May 16, 1996
  - -----------------------
  David B. Walde                (Principal Accounting
                                Officer)
  
  
  
  /s/ William E. Engbers        Director                       May 16, 1996
  - -----------------------
  William E. Engbers
  
  
  
  /s/ Walter J. Levison         Director                       May 16, 1996
  - -----------------------
  Walter J. Levison
  
  
  
  
                                        II-3
  
  <PAGE>   5
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
    No.             Description                                        Page
  - -------           -----------                                        ----
  
  
    5.1             Opinion of Counsel
  
   23.1             Consent of Independent Accountants
  
   23.2             Consent of Counsel (included in Exhibit 5.1)
  
   24.1             Power of Attorney (contained on the signature
                    page)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "DM MANAGEMENT COMPANY", "secsgml_size_bytes": 8652}]
metadata_filer: {"company-data": {"conformed-name": "D M MANAGEMENT CO", "cik": "0000910721", "assigned-sic": "5961", "irs-number": "042973769", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03845", "film-number": "96568443"}, "business-address": {"street1": "25 RECREATION PARK DR", "street2": "STE 200", "city": "HINGHAM", "state": "MA", "zip": "02043", "phone": "6177402718"}}
text: 1
                                                        Registration No. 33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                DM Management Company
  - --------------------------------------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
         Delaware                                         04-2973769
  - --------------------------------------------------------------------------------
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                      Identification No.)
  
    25 Recreation Park Drive, Suite 200, Hingham, Massachusetts   02043
  - --------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)
  
                                DM MANAGEMENT COMPANY
                  1993 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                              (Full title of the plan)
  
                                   Gordon R. Cooke
                        President and Chief Executive Officer
                                DM Management Company
                         25 Recreation Park Drive, Suite 200
                            Hingham, Massachusetts 02043
                                   (617) 740-2718
  - --------------------------------------------------------------------------------
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                             Peter M. Rosenblum, Esquire
                              David R. Pierson, Esquire
                                 Foley, Hoag & Eliot
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 482-1390
  
  - ---------------------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
  =============================================================================================
  Proposed
  Title of                                Proposed             Maximum
  Securities                 Amount       Maximum              Aggregate          Amount of
  to be                      to be        Offering Price       Offering           Registration
  Registered              Registered      Per Share            Price              Fee
  - ---------------------------------------------------------------------------------------------
  Common Stock             400,000         $3.625(1)        $1,450,000.00(1)       $500.00(1)
  (par value $0.01)         shares
  - ---------------------------------------------------------------------------------------------
  (1) Estimated pursuant to Rule 457 (c) and (h) based on the average of
  the high and low prices of the Common Stock as reported on the National
  Association of Securities Dealers Automated Quotation National Market System on
  May 9, 1996.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       This Registration Statement is registering additional shares of common
  stock, par value $.01 per share, of DM Management Company (the "Company")
  issuable pursuant to the Company's 1993 Incentive and Nonqualified Stock Option
  Plan for which registration statements filed on Form S-8, File Nos. 33-71776 and
  33-86982, are already effective.
  
       The contents of the Company's Registration Statements on Form S-8, File No.
  33-71776 and 33-86982, as filed with the Securities and Exchange Commission on
  November 16, 1993 and December 1, 1994, respectively, are incorporated herein by
  reference.
  
  ITEM 8.  EXHIBITS.
  
   5.1     Opinion of Counsel.
  
  23.1     Consent of Independent Accountants.
  
  23.2     Consent of Counsel (included in Exhibit 5.1).
  
  24.1     Power of Attorney (contained on the signature page).
  
                                        II-1
  3
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 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 Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Hingham, Massachusetts, on this 16th day of May,
  1996. 
  
                                               DM MANAGEMENT COMPANY
  
                                               By: /s/ Gordon R. Cooke
                                                   -------------------
                                                   Gordon R. Cooke
                                                   President and
                                                     Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints Gordon R. Cooke and Samuel L. Shanaman, and each
  of them, his true and lawful attorneys-in-fact and agents with full power of
  substitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and all documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing which
  they, or either of them, may deem necessary or advisable to be done in
  connection with this Registration Statement, 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 any substitute or
  substitutes for either or both of them, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  Signature                       Title                           Date
  - ---------                       -----                           ----
  
  /s/ Gordon R. Cooke           President, Chief               May 16, 1996
  - -----------------------
  Gordon R. Cooke               Executive Officer
                                and Director
                                (Principal Executive
                                Officer)
  
                                        II-2
  4
  
  Signature                       Title                           Date
  - ---------                       -----                           ----
  
  /s/ Samuel L. Shanaman        Executive Vice President,      May 16, 1996
  - -----------------------
  Samuel L. Shanaman            Chief Operating Officer,
                                Chief Financial Officer
                                and Director(Principal
                                Financial Officer)
  
  /s/ David B. Walde            Corporate Controller           May 16, 1996
  - -----------------------
  David B. Walde                (Principal Accounting
                                Officer)
  
  /s/ William E. Engbers        Director                       May 16, 1996
  - -----------------------
  William E. Engbers
  
  /s/ Walter J. Levison         Director                       May 16, 1996
  - -----------------------
  Walter J. Levison
  
                                        II-3
  5
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
    No.             Description                                        Page
  - -------           -----------                                        ----
  
    5.1             Opinion of Counsel
  
   23.1             Consent of Independent Accountants
  
   23.2             Consent of Counsel (included in Exhibit 5.1)
  
   24.1             Power of Attorney (contained on the signature
                    page)