
      As filed with the Securities and Exchange Commission on June 6, 1997
                                                     Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              __________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              __________________

                       ACTION PERFORMANCE COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)
                              __________________


             Arizona                                            86-0704792
  ----------------------------                            ----------------------
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                             2401 West First Street
                              Tempe, Arizona 85281
               (Address of Principal executive offices)(zip code)
                              __________________

                       ACTION PERFORMANCE COMPANIES, INC.
               Second Amended and Restated 1993 Stock Option Plan
                            (Full Title of the Plan)
                              __________________

                                Fred W. Wagenhals
                      Chairman of the Board, President and
                             Chief Executive Officer
                       ACTION PERFORMANCE COMPANIES, INC.
                             2401 West First Street
                              Tempe, Arizona 85281
                                 (602) 894-0100
          (Telephone number, including area code, of agent for service)
                              __________________

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will begin as soon as reasonably practicable after such effective date.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                        Proposed
    Title of Securities                                   Proposed Maximum               Maximum
           To Be                Amount To Be             Offering Price Per             Aggregate              Amount Of
        Registered              Registered(1)                 Share                  Offering Price        Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                            <C>                   <C>                     <C>       
Common Stock                   112,300 shares                 $10.625                $ 1,193,188            $   361.57
Common Stock                    61,250 shares                  14.875                    911,094                276.09
Common Stock                    25,000 shares                  17.50                     437,500                132.58
Common Stock                   134,000 shares                  19.125                  2,562,750                776.59
Common Stock                   417,450 shares                  23.50 (2)               9,810,075              2,972.75
                               -------                                              ------------            ----------
   Total                       750,000 shares                                        $14,914,607             $4,519.58
================================================================================================================================
</TABLE>

(1)   This  Registration  Statement  shall also cover any  additional  shares of
      Common Stock which become  issuable  under the Second Amended and Restated
      1993  Stock  Option  Plan by reason of any stock  dividend,  stock  split,
      recapitalization  or any other  similar  transaction  without  receipt  of
      consideration  which  results in an increase in the number of  outstanding
      shares of Common Stock of Action Performance Companies, Inc.
(2)   Calculated  solely for  purposes of this  offering  under Rules 457(c) and
      457(h) of the  Securities  Act of 1933,  as  amended,  on the basis of the
      average of the high and low sales  prices  for  shares of Common  Stock of
      Action Performance Companies, Inc. on June 3, 1997.
<PAGE>
                                     PART II

               Information Required in the Registration Statement

      Action Performance Companies,  Inc. (the "Registrant") hereby incorporates
by reference into this Registration Statement, pursuant to General Instruction E
to Form S-8, the contents of the Registrant's Registration Statement on Form S-8
(No.  33-66980) and amendments thereto as filed with the Securities and Exchange
Commission (the "Commission").

Item 8.  Exhibits
         --------

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

<TABLE>
<S>                      <C>                                                                                                
      5                  Opinion and consent of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, a
                         professional association.
      10.4.2             Action Performance Companies, Inc. Second Amended and Restated 1993 Stock Option
                         Plan, as amended through January 17, 1997, as approved by the Company's shareholders
                         on April 3, 1997(1)
      23.1               Consent of independent public accountants - Arthur Andersen LLP
      23.2               Consent of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, a professional
                         association, is contained in Exhibit 5.
      24                 Power of Attorney.  Reference is made to page II.2 of this Registration Statement.
</TABLE>
--------------
(1)   Incorporated  by reference to the  Registrant's  Quarterly  Report on Form
      10-Q for the quarter ended March 31, 1997, as filed with the Commission on
      May 15, 1997.
                                      II.1
<PAGE>
                                   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 City of Tempe, Arizona, on the 30th day of May, 1997.

                                       ACTION PERFORMANCE COMPANIES, INC.


                                       By:/s/ Fred W. Wagenhals
                                       -----------------------------------------
                                       Fred W. Wagenhals, Chairman of the Board,
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints jointly and severally,  Fred W. Wagenhals
and  Christopher  S.  Besing,  and  each one of  them,  as his  true and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
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 other 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 requisite and necessary
to be done in connection  therewith,  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 their or his  substitute  or
substitutes, 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:

<TABLE>
<CAPTION>
Signature                       Position                                         Date
---------                       --------                                         ----
<S>                             <C>                                              <C> 
/s/ Fred W. Wagenhals           Chairman of the Board, President and Chief       May 30, 1997
-----------------------------   Executive Officer (Principal Executive
Fred W. Wagenhals               Officer)                              
                                

/s/ Christopher S. Besing       Vice President, Chief Financial Officer, and     May 30, 1997
-----------------------------   Director (Principal Financial and Accounting
Christopher S. Besing           Officer)                                    
                                

/s/ Tod J. Wagenhals            Executive Vice President, Secretary, and         May 30, 1997
-----------------------------   Director
Tod J. Wagenhals                


/s/ Joseph M. Mattes            Vice President and Director                      May 30, 1997
----------------------------- 
Joseph M. Mattes


/s/ Melodee L. Volosin          Director of Wholesale Division and Director      May 30, 1997
----------------------------- 
Melodee L. Volosin


/s/ John S. Bickford            Director                                         May 30, 1997
----------------------------- 
John S. Bickford


/s/ Jack M. Lloyd               Director                                         May 30, 1997
----------------------------- 
Jack M. Lloyd


/s/ Robert H. Manschot          Director                                         May 30, 1997
----------------------------- 
Robert H. Manschot
</TABLE>
                                      II.2
