<PAGE>


As filed with the Securities and Exchange Commission on February 15, 2000.
                                                   Registration No. 333-
-------------------------------------------------------------------------------


                 UNITED STATES SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                        ADVANTAGE MARKETING SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)


            OKLAHOMA                                       73-1323256
  (State or other jurisdiction                   (I.R.S Employer Identification
       of incorporation or                                  Number)
         organization)

 2601 NORTHWEST EXPRESSWAY, SUITE 1210W
     OKLAHOMA CITY, OKLAHOMA
      (Address of principal                               73112-7293
        executive offices)                                (Zip Code)

          ADVANTAGE MARKETING SYSTEMS, INC. EMPLOYEE STOCK OPTION PLAN
                            (Full Title of the Plan)

                                MR. JOHN W. HAIL
                             CHIEF EXECUTIVE OFFICER
                        ADVANTAGE MARKETING SYSTEMS, INC.
                     2601 NORTHWEST EXPRESSWAY, SUITE 1210W
                       OKLAHOMA CITY, OKLAHOMA 73112-7293
                     (Name and Address of Agent For Service)

                                 (405) 842-0131
          (Telephone Number, Including Area Code, of Agent For Service)
                            ------------------------
                                   COPIES TO:
                            MR. MICHAEL E. DUNN, ESQ.
                             DUNN SWAN & CUNNINGHAM
                      2800 OKLAHOMA TOWER, 210 PARK AVENUE
                       OKLAHOMA CITY, OKLAHOMA 73102-5604
                                (405) 235-8318
                            ------------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                       PROPOSED MAXIMIM      PROPOSED MAXIMUM         AMOUNT OF
        TITLE OF SECURITIES         AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING      REGISTRATION
        TO BE REGISTERED(1)          REGISTERED          PER SHARE (2)          PRICE (2)              FEE(3)
-------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>                  <C>                      <C>
Common Stock, $.001 par value          952,625              $6.00               $5,715,750           $1,508.96
===================================================================================================================
</TABLE>
(1)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        this Registration Statement also covers an indeterminate amount of
        shares of Common Stock as a result of adjustment in the number of
        securities issuable upon exercise of stock options by reason of
        anti-dilution provisions of the stock option agreements evidencing the
        stock options.
(2)     The Offering Price has been estimated and the registration fee has been
        computed pursuant to Rule 457(c) on the basis of the closing sale price
        of the Common Stock as quoted on the American Stock Exchange on
        February 11, 2000, which was $6.00.
(3)     Calculated pursuant to rule 457(h)(1) on the basis of the closing sale
        price of shares of the Common Stock as quoted on the American Stock
        Exchange on February 11, 2000.

<PAGE>


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

                                PLAN INFORMATION

         Advantage Marketing Systems, Inc. (the "Company") established the
Advantage Marketing Systems, Inc. Employee Stock Option Plan (the "Plan")
through the grant of stock options to employees, independent contractors and
consultants during the period commencing October 7, 1994, through October 8,
1998 exercisable for the purchase of 952,625 shares of common stock, par value
$.0001 per share. The Plan is not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974.

         The purpose of the Plan is to strengthen the ability of the Company
to attract and retain well-qualified personnel, to furnish additional
incentive to those persons responsible for the success of the Company, and
thereby to enhance shareholder value.

         Other than the periods during which the stock options are exercisable
and the number of shares of Common Stock purchasable upon exercise, the stock
option agreements comprising the Plan are substantially identical other than
certain of the stock options are transferable. Stock options exercisable for
the purchase of 537,500 shares of Common Stock were transferred to family
members of two executive officers of the Company. The stock options are
nonincentive stock options and are not entitled to the favorable tax
consequences afforded stock options granted under Section 421 of the Internal
Revenue Code of 1986, as amended. The total number of shares of Common Stock,
$.0001 par value per share, authorized and reserved for issuance under the
Plan is 952,625. As of the date of this Registration Statement, all of the
shares authorized and reserved for issuance under the Plan are subject to
currently outstanding and exercisable stock options.

         The exercise prices of the stock options were at the fair value of
the Company's Common Stock on the date of grant. The fair value of a share of
the Common Stock was determined by averaging the closing high bid and low
asked quotations for such shares on the date of grant of the option. Upon the
exercise, the Option exercise price must be paid in full, in cash or in Common
Stock or a combination of cash and Common Stock; however, the shares of Common
Stock must have been held by the option holder for more than six months.
Options granted under the Plan have expiration dates of February 21, 2000
through July 5, 2005.

FEDERAL INCOME TAX CONSEQUENCES

         No tax obligation arose for the optionee or the Company upon the
granting of Options under the Plan. Upon exercise of a Option, an optionee
will recognize ordinary income in an amount equal to the excess, if any, of
the fair market value, on the date of exercise, of the shares of Common Stock
acquired over the exercise price of the Option. Thereupon, the Company will be
entitled to a tax deduction in an amount equal to the ordinary income
recognized by the optionee if, only in the case of employees, the Company
deducts and withholds appropriate income taxes. Any additional gain or loss
realized by an optionee on disposition of such Option shares generally will be
capital gain or loss to the optionee and will not result in any additional tax
deduction to the Company.

                             ADDITIONAL INFORMATION

         Additional information regarding the Plan and its administration may
be obtained by calling the Company's office at (405) 842-0131 or by writing to
Advantage Marketing Systems, Inc., 2601 Northwest Expressway, Suite 1210W,
Oklahoma City, Oklahoma 73112-7293, Attention: Roger P. Baresel.

         The Company has filed the Registration Statement on Form S-8 (herein,
together with all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), with the Securities and
Exchange Commission (the "Commission"), Washington, D.C., with respect to the
securities offered by the Company

                                       -1-

<PAGE>


under the Plan. As permitted by the rules and regulations of the Commission,
this Registration Statement incorporates certain documents which constitute
under Rule 428(a)(1) promulgated under the 1933 Act a prospectus that meets
the requirements of Section 10(a) of the 1933 Act. The statements contained in
the Registration Statement as to the contents of any contract or other
document referenced herein are not necessarily complete, and in each instance,
if the contract or document was filed as an exhibit, reference is hereby made
to the copy of the contract or other document filed as an exhibit to the
Registration Statement and each such statement is qualified in all respects by
such reference. Furthermore, the Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "1934
Act") as a "small business issuer" as defined under Regulation S-B promulgated
under the 1933 Act. In accordance with the 1934 Act, the Company files
reports, proxy and other information statements with the Commission (File No.
001-13343). All such reports, proxy and other information statements will be
provided without charge to the participants in the Plan. The Registration
Statement, such reports, proxy and other information statements can be
inspected and copied at, and copies of such materials can be obtained at
prescribed rates from, the Public Reference Section of the Commission in the
office of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549-1004, and at the regional offices of the Commission at 7 World
Trade Center, 13th Floor, New York, New York 10048 and at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of the Registration
Statement and the exhibits and schedules thereto and such reports, proxy and
other information statements may be obtained from the Commission at such
offices, upon payment of prescribed rates. In addition, the Registration
Statements and exhibits and such reports, proxy and other information
statements made with the Commission through its Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system are publicly available through the
Commission's site on the World Wide Web on the Internet, located at
http://www.sec.gov. The Registration Statement, all exhibits thereto and
amendments thereof and all other documents incorporated by reference have been
filed with the Commission through EDGAR. The Company will provide without
charge to each participant in the Plan, upon written or oral request, a copy
of any information incorporated by reference herein. Such requests should be
directed to Advantage Marketing Systems, Inc., 2601 Northwest Expressway,
Suite 1210W, Oklahoma City, Oklahoma 73112-7293, telephone: (405) 842-0131.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:

         (a) the Prospectus, dated September 1, 1999, of the Company filed
with the Commission pursuant to Rule 424(b)(1) and in conjunction with the
Company's Registration Statement on Form SB-2 (No. 333-47801);

         (b) the Annual Report on Form 10-KSB for the year ended December 31,
1998, filed with the Commission on March 30, 1999; the Quarterly Report on
Form 10-QSB for the quarter ended March 31, 1999, filed with the Commission on
May 7, 1999; the Quarterly Report on Form 10-QSB for the quarter ended June
30, 1999, filed with the Commission on August 13, 1999; the Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1999, filed with the
Commission on November 15, 1999.

         (c) the Company's Amendment to Registration Statement on Form 8-A, as
filed with the Commission on June 9, 1999;

         (d) the Company's Certificate of Incorporation filed as Exhibit 3.1
to Registration Statement on Form SB-2 (Registration No. 333-47801) as filed
with the Commission on March 11, 1998; and

         (e) the Company's Bylaws filed as Exhibit 3.2 to Registration
Statement on Form SB-2 (Registration No. 333- 47801) as filed with the
Commission on March 11, 1998.

                                       -2-

<PAGE>



Furthermore, all documents and reports subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of each
such document or report.

ITEM 4.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section 1031 of the Oklahoma General Corporation Act permits (and
Registrant's Certificate of Incorporation and Bylaws, which are incorporated
by reference herein, authorize) indemnification of directors and officers of
the Registrant and officers and directors of another corporation, partnership,
joint venture, trust or other enterprise who serve at the request of
Registrant, against expenses, including attorneys fees, judgments, fines and
amount paid in settlement actually and reasonably incurred by such person in
connection with any action, suit or proceeding in which such person is a party
by reason of such person being or having been a director or officer of
Registrant or at the request of Registrant, if he conducted himself in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Registrant may not indemnify an officer or a director with respect to any
claim, issue or matter as to which such officer or director shall have been
adjudged to be liable to Registrant, unless and only to the extent that the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. To the extent
that an officer or director is successful on the merits or otherwise in
defense of any action, suit or proceeding with respect to which such person is
entitled to indemnification, or in defense of any claim, issue or matter
therein, such person is entitled to be indemnified against expenses, including
attorneys fees, actually and reasonable incurred by him in connection
therewith.

         The circumstances under which indemnification is granted with an
action brought on behalf of Registrant are generally the same as those set
forth above; however, expenses incurred by an officer or a director in
defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of final disposition upon receipt of an undertaking by
or on behalf of such officer or director to repay such amount it is ultimately
determined that such officer or director is not entitled to indemnification by
Registrant.

         These provisions may be sufficiently broad to indemnify such persons
for liabilities under the Securities Act of 1933, as amended (the "1933 Act"),
in which case such provision is against public policy as expressed in the 1933
Act and is therefore unenforceable.

ITEM 8.  EXHIBITS.

         4.1     Form of certificate of the common stock is incorporated by
                 reference to Exhibit 4.1 of Amendment No. 2 to the Company's
                 Registration Statement on Form SB-2 (No. 33-80629), as filed
                 with the Commission on November 20, 1996.

         4.2     Form of Stock Option (Transferable).

         4.3     Form of Stock Option (Non-Transferable).

         5.1     Opinion of Dunn Swan & Cunningham, A Professional Corporation,
                 counsel to the Company.

         23.2    Consent of Deloitte & Touche LLP.

         23.3    Consent of Dunn Swan & Cunningham.


                                       -3-

<PAGE>



ITEM 9.  UNDERTAKINGS.

         (A) RULE 415 OFFERING.

         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;

                          (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;

                          (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 2 (a) (1) (i) and 2 (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 by the Registrant pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
         are incorporated by reference herein.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933 (the "Securities Act"), each such
         post-effective amendment shall be deemed to be a new registration
         statement relating to the securities offered herein, 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)      FILING INCORPORATING SUBSEQUENT EXCHANGE ACT
         DOCUMENTS BY REFERENCE.

                  The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act of
         1933, each filing of the Registrant's annual report pursuant to
         Section 13 (a) or Section 15(d) of the Securities Exchange Act of 1934
         that is incorporated by reference in this Registration Statement shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the new offering of such securities at
         that time shall be deemed to be the initial bona fide offering thereof.

         (E)      INCORPORATED ANNUAL AND QUARTERLY REPORTS.

                  The undersigned Registrant hereby undertakes to deliver or
         cause to be delivered with the prospectus, to each person to whom the
         prospectus is sent or given, the latest annual report to security
         holders that is incorporated by reference in the prospectus and
         furnished pursuant to and meeting the requirements of Rule 14a-3 or
         Rule 14c-3 under the Securities exchange Act of 1934; and, where
         interim financial information required to be presented by Article 3 of
         Regulation S-X are not set forth in the prospectus, to deliver, or
         cause to be delivered to each person to whom the prospectus is sent or
         given, the latest quarterly report that is specifically incorporated
         by reference in the prospectus to provide such interim financial
         information.


                                       -4-

<PAGE>



        (H)      REQUEST FOR ACCELERATION OF EFFECTIVE DATE OF FILING
                 OF REGISTRATION STATEMENT ON FORM S-8.

                 Insofar as indemnification for liabilities arising under the
        Securities Act may be permitted to directors, officers, and controlling
        persons of the Company pursuant to the foregoing provisions, or
        otherwise, the Company has been advised that in the opinion of the
        Commission such indemnification is against public policy as expressed
        in the Securities Act and is, therefore, unenforceable. In the event
        that a claim for indemnification against such liabilities (other than
        the payment by the Company of expenses incurred or paid by a director,
        officer, or controlling person of the Company 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 Company 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 and will
        be governed by the final adjudication of such issue.















                                       -5-

<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 Oklahoma City, Oklahoma, on this
11th day of February, 2000.


                               ADVANTAGE MARKETING SYSTEMS, INC.
                               (Registrant)


                               By:      /S/JOHN W. HAIL
                                  ------------------------------------------
                                       John W. Hail, Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Roger P. Baresel and John W.
Hail, and each of them, his true and lawful attorney-in-fact and agent, with
all power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or 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 same
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
and about the premises, 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 each of them, or his or their 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                                         TITLE                                   DATE
     ---------                                         -----                                   ----
<S>                                          <C>                                        <C>

/S/JOHN W. HAIL
--------------------------                   Chairman of the Board, Chief               February 11, 2000
John W. Hail                                 Executive Officer and  Director


/S/ROGER P. BARESEL
--------------------------                   President, Chief Financial                 February 11, 2000
Roger P. Baresel                             Officer and Director


/S/JIMMY L. DUNGAN
--------------------------                   Director                                   February 11, 2000
Jimmy L. Dungan


/S/R. TERREN DUNLAP
--------------------------                   Director                                   February 11, 2000
R. Terren Dunlap


/S/HARLAND C. STONECIPHER
--------------------------                   Director                                   February 11, 2000
Harland C. Stonecipher


</TABLE>




                                       -6-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 25117}]
{"company-data": {"conformed-name": "ADVANTAGE MARKETING SYSTEMS INC/OK", "cik": "0000841866", "assigned-sic": "5099", "irs-number": "731323256", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30438", "film-number": "545884"}, "business-address": {"street1": "2601 NW EXPRWY STE 1210W", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73112", "phone": "4058420131"}, "mail-address": {"street1": "2601 NW EXPRESSWAY STE 1210W", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73112"}, "former-company": {"former-conformed-name": "AMS INC /OK/", "date-changed": "19950606"}}
As filed with the Securities and Exchange Commission on February 15, 2000.
                                                   Registration No. 333-
-------------------------------------------------------------------------------

                 UNITED STATES SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                        ADVANTAGE MARKETING SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)

            OKLAHOMA                                       73-1323256
  (State or other jurisdiction                   (I.R.S Employer Identification
       of incorporation or                                  Number)
         organization)

 2601 NORTHWEST EXPRESSWAY, SUITE 1210W
     OKLAHOMA CITY, OKLAHOMA
      (Address of principal                               73112-7293
        executive offices)                                (Zip Code)

          ADVANTAGE MARKETING SYSTEMS, INC. EMPLOYEE STOCK OPTION PLAN
                            (Full Title of the Plan)

                                MR. JOHN W. HAIL
                             CHIEF EXECUTIVE OFFICER
                        ADVANTAGE MARKETING SYSTEMS, INC.
                     2601 NORTHWEST EXPRESSWAY, SUITE 1210W
                       OKLAHOMA CITY, OKLAHOMA 73112-7293
                     (Name and Address of Agent For Service)

                                 (405) 842-0131
          (Telephone Number, Including Area Code, of Agent For Service)
                            ------------------------
                                   COPIES TO:
                            MR. MICHAEL E. DUNN, ESQ.
                             DUNN SWAN & CUNNINGHAM
                      2800 OKLAHOMA TOWER, 210 PARK AVENUE
                       OKLAHOMA CITY, OKLAHOMA 73102-5604
                                (405) 235-8318
                            ------------------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                       PROPOSED MAXIMIM      PROPOSED MAXIMUM         AMOUNT OF
        TITLE OF SECURITIES         AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING      REGISTRATION
        TO BE REGISTERED(1)          REGISTERED          PER SHARE (2)          PRICE (2)              FEE(3)
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value          952,625              $6.00               $5,715,750           $1,508.96
===================================================================================================================
(1)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        this Registration Statement also covers an indeterminate amount of
        shares of Common Stock as a result of adjustment in the number of
        securities issuable upon exercise of stock options by reason of
        anti-dilution provisions of the stock option agreements evidencing the
        stock options.
(2)     The Offering Price has been estimated and the registration fee has been
        computed pursuant to Rule 457(c) on the basis of the closing sale price
        of the Common Stock as quoted on the American Stock Exchange on
        February 11, 2000, which was $6.00.
(3)     Calculated pursuant to rule 457(h)(1) on the basis of the closing sale
        price of shares of the Common Stock as quoted on the American Stock
        Exchange on February 11, 2000.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

                                PLAN INFORMATION

         Advantage Marketing Systems, Inc. (the "Company") established the
Advantage Marketing Systems, Inc. Employee Stock Option Plan (the "Plan")
through the grant of stock options to employees, independent contractors and
consultants during the period commencing October 7, 1994, through October 8,
1998 exercisable for the purchase of 952,625 shares of common stock, par value
$.0001 per share. The Plan is not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974.

         The purpose of the Plan is to strengthen the ability of the Company
to attract and retain well-qualified personnel, to furnish additional
incentive to those persons responsible for the success of the Company, and
thereby to enhance shareholder value.

         Other than the periods during which the stock options are exercisable
and the number of shares of Common Stock purchasable upon exercise, the stock
option agreements comprising the Plan are substantially identical other than
certain of the stock options are transferable. Stock options exercisable for
the purchase of 537,500 shares of Common Stock were transferred to family
members of two executive officers of the Company. The stock options are
nonincentive stock options and are not entitled to the favorable tax
consequences afforded stock options granted under Section 421 of the Internal
Revenue Code of 1986, as amended. The total number of shares of Common Stock,
$.0001 par value per share, authorized and reserved for issuance under the
Plan is 952,625. As of the date of this Registration Statement, all of the
shares authorized and reserved for issuance under the Plan are subject to
currently outstanding and exercisable stock options.

         The exercise prices of the stock options were at the fair value of
the Company's Common Stock on the date of grant. The fair value of a share of
the Common Stock was determined by averaging the closing high bid and low
asked quotations for such shares on the date of grant of the option. Upon the
exercise, the Option exercise price must be paid in full, in cash or in Common
Stock or a combination of cash and Common Stock; however, the shares of Common
Stock must have been held by the option holder for more than six months.
Options granted under the Plan have expiration dates of February 21, 2000
through July 5, 2005.

FEDERAL INCOME TAX CONSEQUENCES

         No tax obligation arose for the optionee or the Company upon the
granting of Options under the Plan. Upon exercise of a Option, an optionee
will recognize ordinary income in an amount equal to the excess, if any, of
the fair market value, on the date of exercise, of the shares of Common Stock
acquired over the exercise price of the Option. Thereupon, the Company will be
entitled to a tax deduction in an amount equal to the ordinary income
recognized by the optionee if, only in the case of employees, the Company
deducts and withholds appropriate income taxes. Any additional gain or loss
realized by an optionee on disposition of such Option shares generally will be
capital gain or loss to the optionee and will not result in any additional tax
deduction to the Company.

                             ADDITIONAL INFORMATION

         Additional information regarding the Plan and its administration may
be obtained by calling the Company's office at (405) 842-0131 or by writing to
Advantage Marketing Systems, Inc., 2601 Northwest Expressway, Suite 1210W,
Oklahoma City, Oklahoma 73112-7293, Attention: Roger P. Baresel.

         The Company has filed the Registration Statement on Form S-8 (herein,
together with all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), with the Securities and
Exchange Commission (the "Commission"), Washington, D.C., with respect to the
securities offered by the Company

                                       -1-
under the Plan. As permitted by the rules and regulations of the Commission,
this Registration Statement incorporates certain documents which constitute
under Rule 428(a)(1) promulgated under the 1933 Act a prospectus that meets
the requirements of Section 10(a) of the 1933 Act. The statements contained in
the Registration Statement as to the contents of any contract or other
document referenced herein are not necessarily complete, and in each instance,
if the contract or document was filed as an exhibit, reference is hereby made
to the copy of the contract or other document filed as an exhibit to the
Registration Statement and each such statement is qualified in all respects by
such reference. Furthermore, the Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "1934
Act") as a "small business issuer" as defined under Regulation S-B promulgated
under the 1933 Act. In accordance with the 1934 Act, the Company files
reports, proxy and other information statements with the Commission (File No.
001-13343). All such reports, proxy and other information statements will be
provided without charge to the participants in the Plan. The Registration
Statement, such reports, proxy and other information statements can be
inspected and copied at, and copies of such materials can be obtained at
prescribed rates from, the Public Reference Section of the Commission in the
office of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549-1004, and at the regional offices of the Commission at 7 World
Trade Center, 13th Floor, New York, New York 10048 and at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of the Registration
Statement and the exhibits and schedules thereto and such reports, proxy and
other information statements may be obtained from the Commission at such
offices, upon payment of prescribed rates. In addition, the Registration
Statements and exhibits and such reports, proxy and other information
statements made with the Commission through its Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system are publicly available through the
Commission's site on the World Wide Web on the Internet, located at
http://www.sec.gov. The Registration Statement, all exhibits thereto and
amendments thereof and all other documents incorporated by reference have been
filed with the Commission through EDGAR. The Company will provide without
charge to each participant in the Plan, upon written or oral request, a copy
of any information incorporated by reference herein. Such requests should be
directed to Advantage Marketing Systems, Inc., 2601 Northwest Expressway,
Suite 1210W, Oklahoma City, Oklahoma 73112-7293, telephone: (405) 842-0131.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:

         (a) the Prospectus, dated September 1, 1999, of the Company filed
with the Commission pursuant to Rule 424(b)(1) and in conjunction with the
Company's Registration Statement on Form SB-2 (No. 333-47801);

         (b) the Annual Report on Form 10-KSB for the year ended December 31,
1998, filed with the Commission on March 30, 1999; the Quarterly Report on
Form 10-QSB for the quarter ended March 31, 1999, filed with the Commission on
May 7, 1999; the Quarterly Report on Form 10-QSB for the quarter ended June
30, 1999, filed with the Commission on August 13, 1999; the Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1999, filed with the
Commission on November 15, 1999.

         (c) the Company's Amendment to Registration Statement on Form 8-A, as
filed with the Commission on June 9, 1999;

         (d) the Company's Certificate of Incorporation filed as Exhibit 3.1
to Registration Statement on Form SB-2 (Registration No. 333-47801) as filed
with the Commission on March 11, 1998; and

         (e) the Company's Bylaws filed as Exhibit 3.2 to Registration
Statement on Form SB-2 (Registration No. 333- 47801) as filed with the
Commission on March 11, 1998.

                                       -2-
Furthermore, all documents and reports subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of each
such document or report.

ITEM 4.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section 1031 of the Oklahoma General Corporation Act permits (and
Registrant's Certificate of Incorporation and Bylaws, which are incorporated
by reference herein, authorize) indemnification of directors and officers of
the Registrant and officers and directors of another corporation, partnership,
joint venture, trust or other enterprise who serve at the request of
Registrant, against expenses, including attorneys fees, judgments, fines and
amount paid in settlement actually and reasonably incurred by such person in
connection with any action, suit or proceeding in which such person is a party
by reason of such person being or having been a director or officer of
Registrant or at the request of Registrant, if he conducted himself in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Registrant may not indemnify an officer or a director with respect to any
claim, issue or matter as to which such officer or director shall have been
adjudged to be liable to Registrant, unless and only to the extent that the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. To the extent
that an officer or director is successful on the merits or otherwise in
defense of any action, suit or proceeding with respect to which such person is
entitled to indemnification, or in defense of any claim, issue or matter
therein, such person is entitled to be indemnified against expenses, including
attorneys fees, actually and reasonable incurred by him in connection
therewith.

         The circumstances under which indemnification is granted with an
action brought on behalf of Registrant are generally the same as those set
forth above; however, expenses incurred by an officer or a director in
defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of final disposition upon receipt of an undertaking by
or on behalf of such officer or director to repay such amount it is ultimately
determined that such officer or director is not entitled to indemnification by
Registrant.

         These provisions may be sufficiently broad to indemnify such persons
for liabilities under the Securities Act of 1933, as amended (the "1933 Act"),
in which case such provision is against public policy as expressed in the 1933
Act and is therefore unenforceable.

ITEM 8.  EXHIBITS.

         4.1     Form of certificate of the common stock is incorporated by
                 reference to Exhibit 4.1 of Amendment No. 2 to the Company's
                 Registration Statement on Form SB-2 (No. 33-80629), as filed
                 with the Commission on November 20, 1996.

         4.2     Form of Stock Option (Transferable).

         4.3     Form of Stock Option (Non-Transferable).

         5.1     Opinion of Dunn Swan & Cunningham, A Professional Corporation,
                 counsel to the Company.

         23.2    Consent of Deloitte & Touche LLP.

         23.3    Consent of Dunn Swan & Cunningham.

                                       -3-
ITEM 9.  UNDERTAKINGS.

         (A) RULE 415 OFFERING.

         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;

                          (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;

                          (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 2 (a) (1) (i) and 2 (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 by the Registrant pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
         are incorporated by reference herein.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933 (the "Securities Act"), each such
         post-effective amendment shall be deemed to be a new registration
         statement relating to the securities offered herein, 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)      FILING INCORPORATING SUBSEQUENT EXCHANGE ACT
         DOCUMENTS BY REFERENCE.

                  The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act of
         1933, each filing of the Registrant's annual report pursuant to
         Section 13 (a) or Section 15(d) of the Securities Exchange Act of 1934
         that is incorporated by reference in this Registration Statement shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the new offering of such securities at
         that time shall be deemed to be the initial bona fide offering thereof.

         (E)      INCORPORATED ANNUAL AND QUARTERLY REPORTS.

                  The undersigned Registrant hereby undertakes to deliver or
         cause to be delivered with the prospectus, to each person to whom the
         prospectus is sent or given, the latest annual report to security
         holders that is incorporated by reference in the prospectus and
         furnished pursuant to and meeting the requirements of Rule 14a-3 or
         Rule 14c-3 under the Securities exchange Act of 1934; and, where
         interim financial information required to be presented by Article 3 of
         Regulation S-X are not set forth in the prospectus, to deliver, or
         cause to be delivered to each person to whom the prospectus is sent or
         given, the latest quarterly report that is specifically incorporated
         by reference in the prospectus to provide such interim financial
         information.

                                       -4-
(H)      REQUEST FOR ACCELERATION OF EFFECTIVE DATE OF FILING
                 OF REGISTRATION STATEMENT ON FORM S-8.

                 Insofar as indemnification for liabilities arising under the
        Securities Act may be permitted to directors, officers, and controlling
        persons of the Company pursuant to the foregoing provisions, or
        otherwise, the Company has been advised that in the opinion of the
        Commission such indemnification is against public policy as expressed
        in the Securities Act and is, therefore, unenforceable. In the event
        that a claim for indemnification against such liabilities (other than
        the payment by the Company of expenses incurred or paid by a director,
        officer, or controlling person of the Company 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 Company 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 and will
        be governed by the final adjudication of such issue.

                                       -5-
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 Oklahoma City, Oklahoma, on this
11th day of February, 2000.

                               ADVANTAGE MARKETING SYSTEMS, INC.
                               (Registrant)

                               By:      /S/JOHN W. HAIL
                                  ------------------------------------------
                                       John W. Hail, Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Roger P. Baresel and John W.
Hail, and each of them, his true and lawful attorney-in-fact and agent, with
all power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or 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 same
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
and about the premises, 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 each of them, or his or their 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:
SIGNATURE                                         TITLE                                   DATE
     ---------                                         -----                                   ----
/S/JOHN W. HAIL
--------------------------                   Chairman of the Board, Chief               February 11, 2000
John W. Hail                                 Executive Officer and  Director

/S/ROGER P. BARESEL
--------------------------                   President, Chief Financial                 February 11, 2000
Roger P. Baresel                             Officer and Director

/S/JIMMY L. DUNGAN
--------------------------                   Director                                   February 11, 2000
Jimmy L. Dungan

/S/R. TERREN DUNLAP
--------------------------                   Director                                   February 11, 2000
R. Terren Dunlap

/S/HARLAND C. STONECIPHER
--------------------------                   Director                                   February 11, 2000
Harland C. Stonecipher
-6-