As  filed  with  the  Securities  and  Exchange  Commission  on  August 5, 1998
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)

<TABLE>
<CAPTION>
                        DELAWARE                                                     95-4678707
<S>                                                       <C>             <C>
              (State or other jurisdiction                                        (I.R.S. Employer
            of incorporation or organization)                                    Identification No.)
 18128 S. SANTA FE AVENUE, RANCHO DOMINGUEZ, CALIFORNIA                                 90221
        (Address of Principal Executive Offices)                                     (Zip Code)
</TABLE>

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

                                JOHN J. CAMPION
                            CHIEF EXECUTIVE OFFICER
                                SHOWPOWER, INC.
            18128 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,                  565,500             $13.6875 (3)            $7,740,281 (3)          $2,283.38 (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 July 29, 1998.
<PAGE>
                                    PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

   The  Section 10(a) prospectus for the Showpower, Inc. 1998 Stock Option  and
Incentive  Plan  is  not  required to be filed with the Securities and Exchange
Commission as part of this Registration Statement.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

   The Company's latest prospectus  filed  pursuant  to  Rule  424(b) under the
Securities  Act  (Registration  No.  333-50595)  and  the  description  of  the
Company's  Common  Stock contained in the Company's Registration  Statement  on
Form 8-A dated June  8,  1998, filed pursuant to the Securities Exchange Act of
1934 (the "Exchange Act"),  including  any  amendments or reports filed for the
purpose  of updating such description, are incorporated  herein  by  reference.
All other  reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end  of  the  fiscal  year for which audited financial statements are
contained in the Rule 424(b) prospectus described above are incorporated herein
by reference.  All documents filed  by  the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act after  the date hereof and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference herein and to be a  part  hereof  from the date of
filing  of  such  documents  with  the  Commission.  The Company will  promptly
provide without charge to each person to whom a prospectus is delivered, a copy
of any or all information that has been incorporated  herein  by reference (not
including exhibits to the information that is incorporated by reference  unless
such   exhibits   are   specifically   incorporated   by  reference  into  such
information), upon the written or oral request of such  person  directed to the
Secretary  of the Company at its principal offices, 18128 S. Santa  Fe  Avenue,
Rancho Dominguez, California 90221, (310) 604-9676.


ITEM 4.  DESCRIPTION OF SECURITIES.

   Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not Applicable.


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

   Reference  is  hereby  made to Section 145 of the General Corporation Law of
the State of Delaware (the "DGCL"), which provides that a corporation will have
the power to indemnify any  person who was or is a party or is threatened to be
made  a  party  to  any  threatened,  pending  or  completed  action,  suit  or
proceeding,  whether  civil,   criminal,  administrative  or  investigative  (a
"proceeding"), by reason of the  fact  that  he  is or was a director, officer,
employee or agent of the corporation, or is or was  serving  at  the request of
the   corporation  as  a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint  venture,  trust  or  other  enterprise, with
respect to the payment of certain amounts under certain circumstances.

   Article IX (the "Article") of the Certificate of Incorporation of Showpower,
Inc.  (the  "Company"),  provides  that the Company will indemnify and  advance
expenses to, to the fullest extent permitted  by applicable law, any person who
was or is made or is threatened to be made a party  or is otherwise involved in
any proceeding by reason of the fact that he, or a person  for  whom  he is the
legal representative, is or was a director, officer, employee or agent  of  the
Company  or  is  or  was  serving  at the request of the Company as a director,
officer, employee or agent of another  corporation  or  of a partnership, joint
venture, trust, enterprise or non-profit entity, including service with respect
to employee benefit plans.

   The Article provides that the rights to indemnification  and  advancement of
expenses  conferred  by  the Article are presumed to have been relied  upon  by
directors and officers of  the  Company  in  serving or continuing to serve the
Company and are enforceable as contract rights.   Said rights are not exclusive
of  any other rights to which those seeking indemnification  may  otherwise  be
entitled.   The  Article  further  provides  that  the  Company  may enter into
contracts  to  provide  its  directors  and  officers  with specific rights  to
indemnification,  which  contracts  may  confer rights and protections  to  the
maximum extent permitted by the DGCL.  In  addition,  the  Company  may  create
trust  funds,  grant  security interests, obtain letters of credit or use other
means to ensure payment  of  such  amounts  as  may be necessary to perform the
obligations provided for in the Article or in any such contract.

   The Article states that any repeal or modification  of  the  Article  by the
stockholders  of  the Company will not adversely affect any right or protection
of  a  director  of the  Company  existing  at  the  time  of  such  repeal  or
modification with  respect  to acts or omissions occurring prior to such repeal
or modification.

   The Article further provides  that  the  personal liability of a director of
the Company is eliminated to the fullest extent  permitted by Section 102(b)(7)
of the DGCL, as the same may be amended and supplemented.   The  Article states
that,  without  limiting the generality of the foregoing, no director  will  be
personally liable  to  the  Company  or  any  of  its stockholders for monetary
damages for breach of fiduciary duty as a director,  except  for  liability (i)
for  any  breach  of  the  director's  duty  of  loyalty to the Company or  its
stockholders, (ii) for acts or omissions not in good  faith  or  which  involve
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of  the
DGCL  (relating  to  unlawful distributions and redemptions of shares), or (iv)
for any transaction from  which  the  director  derived  an  improper  personal
benefit.

   In  addition,  the  Company  has  a  directors'  and officers' liability and
company reimbursement policy that insures the Company  and  its  directors  and
officers   against   certain   liabilities,  including  liabilities  under  the
Securities Act of 1933, as amended, subject to applicable retentions.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

   Not Applicable.


ITEM 8.  EXHIBITS.

   The list of Exhibits is incorporated  herein  by  reference  to the Index to
   Exhibits.


ITEM 9.  UNDERTAKINGS.

   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  (1)(i)  and (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 that are incorporated by reference in the registration statement.

   (2)That,  for  the purpose of determining any liability under the Securities
      Act of 1933,  each  such post-effective amendment shall be deemed to be a
      new registration statement  relating  to  the securities offered therein,
      and the offering of such securities at the 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.

   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  (and,  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in the
registration  statement  shall be deemed to be  a  new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling persons of the
registrant pursuant to the foregoing provisions,  or  otherwise, the registrant
has been advised that in the opinion of the Securities  and Exchange Commission
such indemnification is against public policy as expressed  in  the Act and is,
therefore,  unenforceable.   In  the  event  that  a  claim for indemnification
against such liabilities (other than the payment by the  registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent, submit to a court of an
appropriate jurisdiction the question whether  such  indemnification  by  it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<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 August 4, 1998.

                                    SHOWPOWER, INC.


                                    By:          /S/ JOHN J. CAMPION
                                         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  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  same,  with exhibits thereto, and other
documents in connection therewith.

<TABLE>
<CAPTION>
                 Signatures                                  Capacity                             Date
<S>                                          <C>                                      <C>
       /S/ JOHN J. CAMPION                   Chief  Executive Officer and Director    August 4, 1998
         John J. Campion                     (Principal Executive Officer)
      /S/ MICHAEL W. CRABBE                  Vice President/Chief Financial Officer   August 4, 1998
        Michael W. Crabbe                    (Principal Financial Officer and
                                             Principal Accounting Officer)
      /S/ JEFFREY B. STONE                   Chairman of the Board                    August 4, 1998
        Jeffrey B. Stone
       /S/ JOSEPH A. ADES                    Director                                 August 4, 1998
         Joseph A. Ades
     /S/ DAVID C. BERNSTEIN                  Director                                 August 4, 1998
       David C. Bernstein
     /S/ ROBERT E. MASTERSON                 Director                                 August 4, 1998
       Robert E. Masterson
     /S/ VINCENT A. CARRINO                  Director                                 August 4, 1998
       Vincent A. Carrino
       /S/ ERIC C. JACKSON                   Director                                 August 4, 1998
         Eric C. Jackson
</TABLE>
<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              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.)
              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": 19034}]
{"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": "333-60709", "film-number": "98677575"}, "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  August 5, 1998
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.)
 18128 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.
            18128 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,                  565,500             $13.6875 (3)            $7,740,281 (3)          $2,283.38 (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 July 29, 1998.
PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

   The  Section 10(a) prospectus for the Showpower, Inc. 1998 Stock Option  and
Incentive  Plan  is  not  required to be filed with the Securities and Exchange
Commission as part of this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

   The Company's latest prospectus  filed  pursuant  to  Rule  424(b) under the
Securities  Act  (Registration  No.  333-50595)  and  the  description  of  the
Company's  Common  Stock contained in the Company's Registration  Statement  on
Form 8-A dated June  8,  1998, filed pursuant to the Securities Exchange Act of
1934 (the "Exchange Act"),  including  any  amendments or reports filed for the
purpose  of updating such description, are incorporated  herein  by  reference.
All other  reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end  of  the  fiscal  year for which audited financial statements are
contained in the Rule 424(b) prospectus described above are incorporated herein
by reference.  All documents filed  by  the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act after  the date hereof and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference herein and to be a  part  hereof  from the date of
filing  of  such  documents  with  the  Commission.  The Company will  promptly
provide without charge to each person to whom a prospectus is delivered, a copy
of any or all information that has been incorporated  herein  by reference (not
including exhibits to the information that is incorporated by reference  unless
such   exhibits   are   specifically   incorporated   by  reference  into  such
information), upon the written or oral request of such  person  directed to the
Secretary  of the Company at its principal offices, 18128 S. Santa  Fe  Avenue,
Rancho Dominguez, California 90221, (310) 604-9676.

ITEM 4.  DESCRIPTION OF SECURITIES.

   Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

   Reference  is  hereby  made to Section 145 of the General Corporation Law of
the State of Delaware (the "DGCL"), which provides that a corporation will have
the power to indemnify any  person who was or is a party or is threatened to be
made  a  party  to  any  threatened,  pending  or  completed  action,  suit  or
proceeding,  whether  civil,   criminal,  administrative  or  investigative  (a
"proceeding"), by reason of the  fact  that  he  is or was a director, officer,
employee or agent of the corporation, or is or was  serving  at  the request of
the   corporation  as  a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint  venture,  trust  or  other  enterprise, with
respect to the payment of certain amounts under certain circumstances.

   Article IX (the "Article") of the Certificate of Incorporation of Showpower,
Inc.  (the  "Company"),  provides  that the Company will indemnify and  advance
expenses to, to the fullest extent permitted  by applicable law, any person who
was or is made or is threatened to be made a party  or is otherwise involved in
any proceeding by reason of the fact that he, or a person  for  whom  he is the
legal representative, is or was a director, officer, employee or agent  of  the
Company  or  is  or  was  serving  at the request of the Company as a director,
officer, employee or agent of another  corporation  or  of a partnership, joint
venture, trust, enterprise or non-profit entity, including service with respect
to employee benefit plans.

   The Article provides that the rights to indemnification  and  advancement of
expenses  conferred  by  the Article are presumed to have been relied  upon  by
directors and officers of  the  Company  in  serving or continuing to serve the
Company and are enforceable as contract rights.   Said rights are not exclusive
of  any other rights to which those seeking indemnification  may  otherwise  be
entitled.   The  Article  further  provides  that  the  Company  may enter into
contracts  to  provide  its  directors  and  officers  with specific rights  to
indemnification,  which  contracts  may  confer rights and protections  to  the
maximum extent permitted by the DGCL.  In  addition,  the  Company  may  create
trust  funds,  grant  security interests, obtain letters of credit or use other
means to ensure payment  of  such  amounts  as  may be necessary to perform the
obligations provided for in the Article or in any such contract.

   The Article states that any repeal or modification  of  the  Article  by the
stockholders  of  the Company will not adversely affect any right or protection
of  a  director  of the  Company  existing  at  the  time  of  such  repeal  or
modification with  respect  to acts or omissions occurring prior to such repeal
or modification.

   The Article further provides  that  the  personal liability of a director of
the Company is eliminated to the fullest extent  permitted by Section 102(b)(7)
of the DGCL, as the same may be amended and supplemented.   The  Article states
that,  without  limiting the generality of the foregoing, no director  will  be
personally liable  to  the  Company  or  any  of  its stockholders for monetary
damages for breach of fiduciary duty as a director,  except  for  liability (i)
for  any  breach  of  the  director's  duty  of  loyalty to the Company or  its
stockholders, (ii) for acts or omissions not in good  faith  or  which  involve
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of  the
DGCL  (relating  to  unlawful distributions and redemptions of shares), or (iv)
for any transaction from  which  the  director  derived  an  improper  personal
benefit.

   In  addition,  the  Company  has  a  directors'  and officers' liability and
company reimbursement policy that insures the Company  and  its  directors  and
officers   against   certain   liabilities,  including  liabilities  under  the
Securities Act of 1933, as amended, subject to applicable retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

   Not Applicable.

ITEM 8.  EXHIBITS.

   The list of Exhibits is incorporated  herein  by  reference  to the Index to
   Exhibits.

ITEM 9.  UNDERTAKINGS.

   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  (1)(i)  and (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 that are incorporated by reference in the registration statement.

   (2)That,  for  the purpose of determining any liability under the Securities
      Act of 1933,  each  such post-effective amendment shall be deemed to be a
      new registration statement  relating  to  the securities offered therein,
      and the offering of such securities at the 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.

   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  (and,  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in the
registration  statement  shall be deemed to be  a  new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling persons of the
registrant pursuant to the foregoing provisions,  or  otherwise, the registrant
has been advised that in the opinion of the Securities  and Exchange Commission
such indemnification is against public policy as expressed  in  the Act and is,
therefore,  unenforceable.   In  the  event  that  a  claim for indemnification
against such liabilities (other than the payment by the  registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent, submit to a court of an
appropriate jurisdiction the question whether  such  indemnification  by  it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 August 4, 1998.

                                    SHOWPOWER, INC.

                                    By:          /S/ JOHN J. CAMPION
                                         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  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  same,  with exhibits thereto, and other
documents in connection therewith.
Signatures                                  Capacity                             Date
/S/ JOHN J. CAMPION                   Chief  Executive Officer and Director    August 4, 1998
         John J. Campion                     (Principal Executive Officer)
      /S/ MICHAEL W. CRABBE                  Vice President/Chief Financial Officer   August 4, 1998
        Michael W. Crabbe                    (Principal Financial Officer and
                                             Principal Accounting Officer)
      /S/ JEFFREY B. STONE                   Chairman of the Board                    August 4, 1998
        Jeffrey B. Stone
       /S/ JOSEPH A. ADES                    Director                                 August 4, 1998
         Joseph A. Ades
     /S/ DAVID C. BERNSTEIN                  Director                                 August 4, 1998
       David C. Bernstein
     /S/ ROBERT E. MASTERSON                 Director                                 August 4, 1998
       Robert E. Masterson
     /S/ VINCENT A. CARRINO                  Director                                 August 4, 1998
       Vincent A. Carrino
       /S/ ERIC C. JACKSON                   Director                                 August 4, 1998
         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              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.)
              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).