As filed with the Securities and Exchange Commission on June 3, 1999
                                                     Registration No. 333-____
________________________________________________________________________________


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            ______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            _______________________

                                SHOWPOWER, INC.
            (Exact name of registrant as specified in its charter)

                    DELAWARE                                    95-4678707
          (State or other jurisdiction                       (I.R.S. Employer
        of incorporation or organization)                   Identification No.)

             18420 S. SANTA FE AVENUE,
           RANCHO DOMINGUEZ, CALIFORNIA                           90221
    (Address of Principal Executive Offices)                   (Zip Code)

                                SHOWPOWER, INC.
                     1998 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plans)

                                JOHN J. CAMPION
                            CHIEF EXECUTIVE OFFICER
                                SHOWPOWER, INC.
            18420 S. SANTA FE AVENUE, RANCHO DOMINGUEZ, CALIFORNIA
                    (Name and address of agent for service)

                                (310) 604-9676
         (Telephone number, including area code, of agent for service)

                                   COPY TO:
                               David C. Worrell
                                Baker & Daniels
                     300 North Meridian Street, Suite 2700
                       Indianapolis, Indiana 46204-1782
                                (317) 237-0300

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
   TITLE OF SECURITIES    AMOUNT TO BE         PROPOSED MAXIMUM         PROPOSED MAXIMUM           AMOUNT OF
    TO BE REGISTERED     REGISTERED (1)   OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE  REGISTRATION FEE
                                                    (2)                      (2)
<S>                           <C>                  <C>                  <C>                       <C>
Common Stock,                 434,500              $4.00  (3)           $1,738,000  (3)           $483.17  (3)
$0.01 par value
</TABLE>

(1) Pursuant  to  Rule  416  under  the Securities Act of 1933 (the "Securities
    Act"), this Registration Statement also registers such additional shares of
    Common Stock as may be offered or issued to prevent dilution resulting from
    stock splits, stock dividends and similar transactions.

(2) It is impracticable to state the  maximum  offering  price.  Shares offered
    pursuant to incentive stock options granted under the  Showpower, Inc. 1998
    Stock Option and Incentive Plan (the "Plan") are to be offered  at not less
    than fair market value of one share of Common Stock of Showpower,  Inc.  on
    the   date  the  options  are  granted,  and  shares  offered  pursuant  to
    nonqualified  stock options granted under the Plan are to be offered at not
    less than 85% of  the  fair  market  value  of one share of Common Stock of
    Showpower, Inc. on the date the options are granted.

(3) Estimated  solely  for purposes of calculating  the  registration  fee  and
    computed in accordance  with  Rule  457(c) and (h) under the Securities Act
    using the average of the high and low  sale  prices  of the Common Stock as
    reported by The American Stock Exchange ("AMEX") on May 26, 1999.
<PAGE>
   This Registration Statement is filed to register additional  shares under an
employee benefit plan pursuant to Instruction E of Form S-8.  The  Registrant's
Registration Statement on Form S-8, Registration No. 333-60709, is incorporated
herein by reference.
<PAGE>
                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, 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 Rancho Dominguez, State of California, on May 27, 1999.

                                    SHOWPOWER, INC.


                                    By:
                                         John J. Campion
                                         Chief Executive Officer


                               POWER OF ATTORNEY

   Pursuant  to  the  requirements  of  the  Securities  Act, this Registration
Statement  has  been  signed  by  the  following  persons  in their  respective
capacities  and on the respective dates indicated opposite their  names.   Each
person whose  signature appears below hereby authorizes each of John J. Campion
and Jeffrey B.  Stone,  each with full power of substitution, to execute in the
name  and  on  behalf of such  person  any  amendment  and  any  post-effective
amendment to this  Registration  Statement  and to file the same, with exhibits
thereto, and other documents in connection therewith,  making  such  changes in
this  Registration  Statement as the registrant deems appropriate, and appoints
each  of John J. Campion  and  Jeffrey  B.  Stone,  each  with  full  power  of
substitution,  attorney-in-fact  to  sign  any amendment and any post-effective
amendment to this Registration Statement and  to  file  the same, with exhibits
thereto, and other documents in connection therewith.

     Signatures                            Capacity                   Date

/S/ JOHN J. CAMPION      Chief  Executive Officer and Director    May 27, 1999
  John J. Campion        (Principal Executive Officer)
/S/ MICHAEL W. CRABBE    Vice President/Chief Financial Officer   May 27, 1999
 Michael W. Crabbe       (Principal Financial Officer and
                         Principal Accounting Officer)
/S/ JEFFREY B. STONE     Chairman of the Board                    May 27, 1999
  Jeffrey B. Stone
/S/ JOSEPH A. ADES       Director                                 May 27, 1999
  Joseph A. Ades
/S/ ERIC C. JACKSON      Director                                 May 27, 1999
  Eric C. Jackson

<PAGE>
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
           Exhibit                                             DESCRIPTION OF EXHIBIT
             NO.
<S>                           <C>
             4.1              Certificate of Incorporation of the Registrant, as amended to date.  (The
                              copy of this Exhibit filed as Exhibit 3.1 to the Company's Registration
                              Statement on Form SB-2 (Registration No. 333-50595) is incorporated herein
                              by reference.)
             4.2              By-Laws of the Registrant, as amended to date.  (The copy of this Exhibit
                              filed as Exhibit 3.2 to the Company's Registration Statement on Form SB-2
                              (Registration 333-50595) is incorporated herein by reference.)
           4.3(a)             1998 Stock Option and Incentive Plan.  (The copy of the Exhibit as filed as
                              Exhibit 10.1 to the Company's Registration Statement on Form SB-2
                              (Registration 333-50595) is incorporated herein by reference.)
           4.3(b)             First amendment to the Registrant's 1998 Stock Option and Incentive Plan.
              5               Opinion of Baker & Daniels regarding legality of the securities being
                              registered.
            23.1              Consent of Deloitte & Touche LLP.
            23.2              Consent of Baker & Daniels (included in Exhibit 5).
             24               Powers of Attorney (included on the Signature Page of the Registration
                              Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8259}]
{"company-data": {"conformed-name": "SHOWPOWER INC", "cik": "0000828360", "assigned-sic": "7359", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79889", "film-number": "99639854"}, "business-address": {"street1": "18128 SOUTH SANTA FE AVE", "city": "RANCHO DOMINGUEZ", "state": "CA", "zip": "90221", "phone": "3106049676"}, "mail-address": {"street1": "18128 SOUTH SANTA FE AVE", "city": "RANCHO DOMINGUEZ", "state": "CA", "zip": "90221"}}
As filed with the Securities and Exchange Commission on June 3, 1999
                                                     Registration No. 333-____
________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            ______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            _______________________

                                SHOWPOWER, INC.
            (Exact name of registrant as specified in its charter)

                    DELAWARE                                    95-4678707
          (State or other jurisdiction                       (I.R.S. Employer
        of incorporation or organization)                   Identification No.)

             18420 S. SANTA FE AVENUE,
           RANCHO DOMINGUEZ, CALIFORNIA                           90221
    (Address of Principal Executive Offices)                   (Zip Code)

                                SHOWPOWER, INC.
                     1998 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plans)

                                JOHN J. CAMPION
                            CHIEF EXECUTIVE OFFICER
                                SHOWPOWER, INC.
            18420 S. SANTA FE AVENUE, RANCHO DOMINGUEZ, CALIFORNIA
                    (Name and address of agent for service)

                                (310) 604-9676
         (Telephone number, including area code, of agent for service)

                                   COPY TO:
                               David C. Worrell
                                Baker & Daniels
                     300 North Meridian Street, Suite 2700
                       Indianapolis, Indiana 46204-1782
                                (317) 237-0300

                        CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES    AMOUNT TO BE         PROPOSED MAXIMUM         PROPOSED MAXIMUM           AMOUNT OF
    TO BE REGISTERED     REGISTERED (1)   OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE  REGISTRATION FEE
                                                    (2)                      (2)
Common Stock,                 434,500              $4.00  (3)           $1,738,000  (3)           $483.17  (3)
$0.01 par value
(1) Pursuant  to  Rule  416  under  the Securities Act of 1933 (the "Securities
    Act"), this Registration Statement also registers such additional shares of
    Common Stock as may be offered or issued to prevent dilution resulting from
    stock splits, stock dividends and similar transactions.

(2) It is impracticable to state the  maximum  offering  price.  Shares offered
    pursuant to incentive stock options granted under the  Showpower, Inc. 1998
    Stock Option and Incentive Plan (the "Plan") are to be offered  at not less
    than fair market value of one share of Common Stock of Showpower,  Inc.  on
    the   date  the  options  are  granted,  and  shares  offered  pursuant  to
    nonqualified  stock options granted under the Plan are to be offered at not
    less than 85% of  the  fair  market  value  of one share of Common Stock of
    Showpower, Inc. on the date the options are granted.

(3) Estimated  solely  for purposes of calculating  the  registration  fee  and
    computed in accordance  with  Rule  457(c) and (h) under the Securities Act
    using the average of the high and low  sale  prices  of the Common Stock as
    reported by The American Stock Exchange ("AMEX") on May 26, 1999.
This Registration Statement is filed to register additional  shares under an
employee benefit plan pursuant to Instruction E of Form S-8.  The  Registrant's
Registration Statement on Form S-8, Registration No. 333-60709, is incorporated
herein by reference.
SIGNATURES

   Pursuant to the requirements of the Securities Act, 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 Rancho Dominguez, State of California, on May 27, 1999.

                                    SHOWPOWER, INC.

                                    By:
                                         John J. Campion
                                         Chief Executive Officer

                               POWER OF ATTORNEY

   Pursuant  to  the  requirements  of  the  Securities  Act, this Registration
Statement  has  been  signed  by  the  following  persons  in their  respective
capacities  and on the respective dates indicated opposite their  names.   Each
person whose  signature appears below hereby authorizes each of John J. Campion
and Jeffrey B.  Stone,  each with full power of substitution, to execute in the
name  and  on  behalf of such  person  any  amendment  and  any  post-effective
amendment to this  Registration  Statement  and to file the same, with exhibits
thereto, and other documents in connection therewith,  making  such  changes in
this  Registration  Statement as the registrant deems appropriate, and appoints
each  of John J. Campion  and  Jeffrey  B.  Stone,  each  with  full  power  of
substitution,  attorney-in-fact  to  sign  any amendment and any post-effective
amendment to this Registration Statement and  to  file  the same, with exhibits
thereto, and other documents in connection therewith.

     Signatures                            Capacity                   Date

/S/ JOHN J. CAMPION      Chief  Executive Officer and Director    May 27, 1999
  John J. Campion        (Principal Executive Officer)
/S/ MICHAEL W. CRABBE    Vice President/Chief Financial Officer   May 27, 1999
 Michael W. Crabbe       (Principal Financial Officer and
                         Principal Accounting Officer)
/S/ JEFFREY B. STONE     Chairman of the Board                    May 27, 1999
  Jeffrey B. Stone
/S/ JOSEPH A. ADES       Director                                 May 27, 1999
  Joseph A. Ades
/S/ ERIC C. JACKSON      Director                                 May 27, 1999
  Eric C. Jackson
INDEX TO EXHIBITS
Exhibit                                             DESCRIPTION OF EXHIBIT
             NO.
4.1              Certificate of Incorporation of the Registrant, as amended to date.  (The
                              copy of this Exhibit filed as Exhibit 3.1 to the Company's Registration
                              Statement on Form SB-2 (Registration No. 333-50595) is incorporated herein
                              by reference.)
             4.2              By-Laws of the Registrant, as amended to date.  (The copy of this Exhibit
                              filed as Exhibit 3.2 to the Company's Registration Statement on Form SB-2
                              (Registration 333-50595) is incorporated herein by reference.)
           4.3(a)             1998 Stock Option and Incentive Plan.  (The copy of the Exhibit as filed as
                              Exhibit 10.1 to the Company's Registration Statement on Form SB-2
                              (Registration 333-50595) is incorporated herein by reference.)
           4.3(b)             First amendment to the Registrant's 1998 Stock Option and Incentive Plan.
              5               Opinion of Baker & Daniels regarding legality of the securities being
                              registered.
            23.1              Consent of Deloitte & Touche LLP.
            23.2              Consent of Baker & Daniels (included in Exhibit 5).
             24               Powers of Attorney (included on the Signature Page of the Registration
                              Statement).