As filed with the Securities and Exchange Commission on June 18, 2004
                                                Registration No.



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            ________________________

                              I/OMAGIC CORPORATION
              (Exact name of registrant as specified in its charter)
                            ________________________



             NEVADA                                     88-0290263
_______________________________                    ___________________
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)


                                    4 MARCONI
                                IRVINE, CA 92618
            _________________________________________________________
             (Address of Principal Executive Offices)     (Zip Code)


                              I/OMAGIC CORPORATION
                             2003 STOCK OPTION PLAN
            _________________________________________________________
                            (Full title of the plan)

                                  TONY SHAHBAZ
                            CHIEF EXECUTIVE OFFICER
                                    4 MARCONI
                                IRVINE, CA 92618
            _________________________________________________________
                     (Name and address of agent for service)

                                 (949) 707-4800
            _________________________________________________________
          (Telephone number, including area code, of agent for service)

                                   Copies to:

        CORA LO, ESQ.                            LARRY A. CERUTTI, ESQ.
    I/OMAGIC CORPORATION                          RUTAN & TUCKER, LLP
         4 MARCONI                                 611 ANTON BLVD.
      IRVINE, CA 92618                           COSTA MESA, CA 92626
       (949) 707-4832                              (714) 641-5100


--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE

<S>                                <C>           <C>             <C>                 <C>
                                                 Proposed maximum Proposed maximum
Title of securities                Amount to be  offering price   aggregate offering  Amount of
to be registered. . . . . . . . .  registered(1) per share(2)     price(2)            registration fee

COMMON STOCK, $0.001 PAR VALUE,
PER SHARE                          400,000 (1)   $4.18            $1,672,000          $211.84

</TABLE>
---------------------
(1)     Registrant  is  registering an aggregate of 400,000 shares of its common
stock  that may become issuable upon exercise of options to be granted under its
2003 Stock Option Plan. In the event of a stock split, stock dividend or similar
transaction  involving common stock of Registrant, in order to prevent dilution,
the  number  of  shares registered shall be automatically increased to cover the
additional  shares in accordance with Rule 416(a) of the Securities Act of 1933.
(2)     Calculated  pursuant  to  Rules  457(c)  and  457(h) on the basis of the
average  of  the  closing  bid  and  asked prices per share as reported for such
securities  on  the  OTC  Bulletin  Board  on  June  14,  2004.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I, Items 1 and 2
of Form S-8, will be sent or given to employees in accordance with Form S-8 and
Rule 428(b)(1) of the Securities Act of 1933. Registrant will furnish without
charge to each employee to whom information is required to be delivered, upon
written or oral request, a copy of each document incorporated by reference in
Item 3 of Part II of this Registration Statement, which documents are
incorporated by reference in the Section 10(a) prospectus, and any other
documents required to be delivered to them under Rule 428(b) of the Securities
Act of 1933. Requests should be directed to I/OMagic Corporation, 4 Marconi,
Irvine, California 92618, Attention: General Counsel. The Registrant's telephone
number is (949) 707-4800.
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The following documents filed by the Company under the Securities Exchange
Act of 1934 are incorporated herein by reference:

(a)     Registrant's  Quarterly  Report  on  Form  10-Q for the quarterly period
ended  March  31,  2004  filed  with  the  Commission  on May 18, 2004 (File No.
000-27267).

(b)     Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, filed with the Commission on April 14, 2004 (File No.
000-27267).

(c)     Registrant's Current Report on Form 8-K for January 27, 2004, filed with
the  Commission  on  January  27,  2004  (File  No. 000-27267).

(d)     Registrant's Definitive Proxy Statement filed with the Commission on
November 24, 2003, in connection with Registrant's Annual Meeting of
Stockholders held on December 18, 2003.

(e)     The description of Registrant's common stock contained in the
Registration Statement on Form 10-SB filed pursuant to Section 12 of the
Securities Exchange Act of 1934 on September 8, 1999, including any amendment or
report filed for the purposes of updating such information.

(f)     All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
financial statements contained in the Form 10-K referred to in (a) above.

     All reports and other documents subsequently filed by Registrant 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 hereby have been sold, or which deregisters all securities
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and shall be a part hereof from the date of filing such
documents.

     For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

     Notwithstanding the above, information that is "furnished to" the
Commission shall not be deemed "filed with" the Commission and shall not be
deemed incorporated by reference into this Registration Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES

     Not applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

     Not applicable.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The Registrant's amended and restated articles of incorporation and amended
and  restated  bylaws  provide that it shall, to the fullest extent permitted by
Nevada  Revised Statutes section 78.751, indemnify all persons that it has power
to  indemnify  under  that  section  against  all expenses, liabilities or other
matters  covered by that section, and that this indemnification is not exclusive
of  any  other  indemnification  rights  to which those persons may be entitled.
Indemnification  under  this  provision  is  as  to  action  both in an official
capacity and in another capacity while holding office. Indemnification continues
as  to  a person who has ceased to be a director, officer, employee or agent and
extends  to  the  benefit  of  the heirs, executors and administrators of such a
person. Section 78.751 of the Nevada Revised Statutes provides that the expenses
of  the  Registrant's  officers  and  directors incurred in defending a civil or
criminal  action,  suit or proceeding must be paid by the Registrant as they are
incurred  and  in  advance  of  the  final  disposition  of  the action, suit or
proceeding,  upon  receipt  of an undertaking by or on behalf of the director or
officer  to  repay  the  amount  if  it  is  ultimately determined by a court of
competent  jurisdiction  that  he  is  not  entitled  to  indemnification.

     The  Registrant's  amended  and  restated  articles  of  incorporation also
provide  that a director of the Registrant shall not be liable to the Registrant
or  its  stockholders  for  monetary  damages  for breach of fiduciary duty as a
director,  except  to  the  extent exemption from limitation or liability is not
permitted  under  the  Nevada  Revised  Statutes. Any amendment, modification or
repeal  of  this  provision by the Registrant's stockholders would not adversely
affect any right or protection of a director of the Registrant in respect of any
act  or  omission occurring prior to the time of such amendment, modification or
repeal.  The Registrant's amended and restated articles of incorporation do not,
however,  eliminate  or  limit  a  director's  liability for any act or omission
involving  intentional  misconduct,  fraud or a knowing violation of law, or the
payment  of  unlawful  distributions  to  stockholders. Furthermore, they do not
limit  liability  for  claims  against  a director arising out of the director's
responsibilities  under  the  federal securities laws or any other law. However,
the  Registrant  has  purchased  directors  and  officers liability insurance to
protect  its  directors  and  executive  officers  against  liability  under
circumstances  specified  in  the  policy.

     Section  2115  of the California General Corporation Law, or the California
Code, provides that corporations such as the Registrant that are incorporated in
jurisdictions  other  than California and that meet various tests are subject to
several  provisions  of  the California Code, to the exclusion of the law of the
jurisdiction  in  which the corporation is incorporated. The Registrant believes
that  as  of  December  31,  2003,  it  met the tests contained in Section 2115.
Consequently,  the  Registrant  is  subject  to,  among  other provisions of the
California  Code,  Section  317  which  governs  indemnification  of  directors,
officers  and others. Section 317 generally eliminates the personal liability of
a  director  for monetary damages in an action brought by or in the right of the
Registrant  for  breach  of  a  director's  duties  to  the  Registrant  or  its
stockholders  except  for  liability:

     -for acts or omissions that involve intentional misconduct or a knowing and
culpable  violation  of  law;

     -for acts or omissions that a director believes to be contrary to the best
interests of the Registrant or its stockholders or that involve the absence of
good faith on the part of the director;

     -for any transaction for which a director derived an improper personal
benefit;

     -for acts or omissions that show a reckless disregard for the director's
duty to the Registrant or its stockholders in circumstances in which the
director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the Registrant or
its stockholders;

     -for acts or omissions that constitute an unexcused pattern of inattention
that amounts to an abdication of the director's duty to the Registrant or its
stockholders; and

     -for engaging in transactions described in the California Code or
California case law which result in liability, or approving the same kinds of
transactions.

     To  the extent indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant under 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 Securities Act of
1933,  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  appropriate  jurisdiction the question of whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  of  1933  and  will  be  governed  by the final adjudication of such issue.

     The  inclusion  of  the  above  provisions  in the Registrant's amended and
restated  articles of incorporation and amended and restated bylaws may have the
effect  of  reducing  the  likelihood  of  derivative  litigation  against  the
Registrant's  directors  and  may discourage or deter stockholders or management
from  bringing  a lawsuit against the Registrant's directors for breach of their
duty  of  care,  even though such an action, if successful, might otherwise have
benefited  the  Registrant  and  its  stockholders.  At  present,  there  is  no
litigation  or  proceeding  pending involving a director of the Registrant as to
which  indemnification  is  being  sought,  nor  is  the Registrant aware of any
threatened  litigation  that  may result in claims for indemnification by any of
the  Registrant's  directors.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not applicable.

ITEM  8.  EXHIBITS

Exhibit
Number  Name
------  ----
4.1     I/OMagic  Corporation  2003  Stock  Option  Plan*

5.1     Opinion  of  Rutan  &  Tucker,  LLP

23.1    Consent of Rutan & Tucker, LLP (included in Exhibit 5.1 to this
        Registration Statement)

23.2    Consent  of  Singer  Lewak  Greenbaum  &  Goldstein  LLP

24.1    Power  of  Attorney  (included  on  signature page to this Registration
        Statement)
______________________
*     Incorporated  by  reference  from Registrant's Definitive Proxy Statement,
filed with the Securities and Exchange Commission on November 24, 2003 (File No.
000-27267).

<PAGE>

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 (except that paragraphs
(i) and (ii) below shall not apply if the information required by paragraphs (i)
and  (ii)  below  is  contained in periodic reports filed by the Registrant
with  the  Commission  pursuant to Section 13 or Section 15(d) of the Securities
Exchange  Act  of  1934  that are incorporated by reference in 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 which, individually
or together, represent a fundamental change in the information set forth in this
Registration Statement; and

     (iii) To include any additional or changed material information with
respect to the plan of distribution.

(2)     For  determining  liability  under  the Securities Act of 1933, to treat
each  post-effective amendment as a new registration statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide  offering.

(3)     To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end 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 the 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 Securities Act
of 1933 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 appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

<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 Irvine, State of California, on June 17, 2004.

                                           I/OMAGIC CORPORATION,
                                           a Nevada corporation


                                           By:     /s/ TONY SHAHBAZ
                                                   ----------------
                                                   Tony Shahbaz,
                                                   President and
                                                   Chief Executive Officer

<PAGE>
                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tony Shahbaz his attorney-in-fact and
agent, with the power of substitution and resubstitution, for him and in his
name, place or stead, in any and all capacities, to sign any amendment to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to such attorney-in-fact and agent, 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 as he might or could do in
person, and ratifying and confirming all that the attorney-in-fact and agent, or
his substitute or substitutes, may 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
date indicated.

Signature                    Title                                Date
---------                    -----                                ----

/s/ TONY SHAHBAZ     Chief Executive Officer, President,       June 17, 2004
----------------     Secretary and Director
Tony Shahbaz         (Principal Executive Officer)

/s/ STEVE GILLINGS   Chief Financial Officer                   June 17, 2004
------------------   (Principal Accounting and Financial
Steve Gillings       Officer)

/s/ ANTHONY ANDREWS  Director                                  June 17, 2004
-------------------
Anthony Andrews

/s/ DANIEL HOU       Director                                  June 17, 2004
--------------
Daniel Hou

/s/ DANIEL YAO       Director                                  June 17, 2004
--------------
Daniel Yao

/s/ STEEL SU         Director                                  June 17, 2004
------------
Steel Su

/s/ YOUNG-HYUN SHIN  Director                                  June 17, 2004
-------------------
Young Hyun Shin


<PAGE>
                                INDEX TO EXHIBITS
Exhibit
Number     Name
------     ----
5.1      Opinion  of  Rutan  &  Tucker,  LLP

23.1     Consent  of  Rutan  &  Tucker,  LLP  (included  in  Exhibit 5.1 to this
         Registration  Statement)

23.2     Consent  of  Singer  Lewak  Greenbaum  &  Goldstein  LLP

24.1     Power  of  Attorney  (included  on  signature page to this Registration
         Statement)
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 21699}]
{"company-data": {"conformed-name": "I/OMAGIC CORP", "cik": "0001083663", "assigned-sic": "3572", "irs-number": "880290623", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116607", "film-number": "04869559"}, "business-address": {"street1": "4 MARCONI", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "949-707-4800"}, "mail-address": {"street1": "4 MARCONI", "city": "IRVINE", "state": "CA", "zip": "92618"}, "former-company": {"former-conformed-name": "I O MAGIC CORP/CA", "date-changed": "20000211"}}
As filed with the Securities and Exchange Commission on June 18, 2004
                                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            ________________________

                              I/OMAGIC CORPORATION
              (Exact name of registrant as specified in its charter)
                            ________________________

             NEVADA                                     88-0290263
_______________________________                    ___________________
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)

                                    4 MARCONI
                                IRVINE, CA 92618
            _________________________________________________________
             (Address of Principal Executive Offices)     (Zip Code)

                              I/OMAGIC CORPORATION
                             2003 STOCK OPTION PLAN
            _________________________________________________________
                            (Full title of the plan)

                                  TONY SHAHBAZ
                            CHIEF EXECUTIVE OFFICER
                                    4 MARCONI
                                IRVINE, CA 92618
            _________________________________________________________
                     (Name and address of agent for service)

                                 (949) 707-4800
            _________________________________________________________
          (Telephone number, including area code, of agent for service)

                                   Copies to:

        CORA LO, ESQ.                            LARRY A. CERUTTI, ESQ.
    I/OMAGIC CORPORATION                          RUTAN & TUCKER, LLP
         4 MARCONI                                 611 ANTON BLVD.
      IRVINE, CA 92618                           COSTA MESA, CA 92626
       (949) 707-4832                              (714) 641-5100

--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities                Amount to be  offering price   aggregate offering  Amount of
to be registered. . . . . . . . .  registered(1) per share(2)     price(2)            registration fee

COMMON STOCK, $0.001 PAR VALUE,
PER SHARE                          400,000 (1)   $4.18            $1,672,000          $211.84
---------------------
(1)     Registrant  is  registering an aggregate of 400,000 shares of its common
stock  that may become issuable upon exercise of options to be granted under its
2003 Stock Option Plan. In the event of a stock split, stock dividend or similar
transaction  involving common stock of Registrant, in order to prevent dilution,
the  number  of  shares registered shall be automatically increased to cover the
additional  shares in accordance with Rule 416(a) of the Securities Act of 1933.
(2)     Calculated  pursuant  to  Rules  457(c)  and  457(h) on the basis of the
average  of  the  closing  bid  and  asked prices per share as reported for such
securities  on  the  OTC  Bulletin  Board  on  June  14,  2004.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I, Items 1 and 2
of Form S-8, will be sent or given to employees in accordance with Form S-8 and
Rule 428(b)(1) of the Securities Act of 1933. Registrant will furnish without
charge to each employee to whom information is required to be delivered, upon
written or oral request, a copy of each document incorporated by reference in
Item 3 of Part II of this Registration Statement, which documents are
incorporated by reference in the Section 10(a) prospectus, and any other
documents required to be delivered to them under Rule 428(b) of the Securities
Act of 1933. Requests should be directed to I/OMagic Corporation, 4 Marconi,
Irvine, California 92618, Attention: General Counsel. The Registrant's telephone
number is (949) 707-4800.
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The following documents filed by the Company under the Securities Exchange
Act of 1934 are incorporated herein by reference:

(a)     Registrant's  Quarterly  Report  on  Form  10-Q for the quarterly period
ended  March  31,  2004  filed  with  the  Commission  on May 18, 2004 (File No.
000-27267).

(b)     Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, filed with the Commission on April 14, 2004 (File No.
000-27267).

(c)     Registrant's Current Report on Form 8-K for January 27, 2004, filed with
the  Commission  on  January  27,  2004  (File  No. 000-27267).

(d)     Registrant's Definitive Proxy Statement filed with the Commission on
November 24, 2003, in connection with Registrant's Annual Meeting of
Stockholders held on December 18, 2003.

(e)     The description of Registrant's common stock contained in the
Registration Statement on Form 10-SB filed pursuant to Section 12 of the
Securities Exchange Act of 1934 on September 8, 1999, including any amendment or
report filed for the purposes of updating such information.

(f)     All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
financial statements contained in the Form 10-K referred to in (a) above.

     All reports and other documents subsequently filed by Registrant 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 hereby have been sold, or which deregisters all securities
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and shall be a part hereof from the date of filing such
documents.

     For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

     Notwithstanding the above, information that is "furnished to" the
Commission shall not be deemed "filed with" the Commission and shall not be
deemed incorporated by reference into this Registration Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES

     Not applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

     Not applicable.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The Registrant's amended and restated articles of incorporation and amended
and  restated  bylaws  provide that it shall, to the fullest extent permitted by
Nevada  Revised Statutes section 78.751, indemnify all persons that it has power
to  indemnify  under  that  section  against  all expenses, liabilities or other
matters  covered by that section, and that this indemnification is not exclusive
of  any  other  indemnification  rights  to which those persons may be entitled.
Indemnification  under  this  provision  is  as  to  action  both in an official
capacity and in another capacity while holding office. Indemnification continues
as  to  a person who has ceased to be a director, officer, employee or agent and
extends  to  the  benefit  of  the heirs, executors and administrators of such a
person. Section 78.751 of the Nevada Revised Statutes provides that the expenses
of  the  Registrant's  officers  and  directors incurred in defending a civil or
criminal  action,  suit or proceeding must be paid by the Registrant as they are
incurred  and  in  advance  of  the  final  disposition  of  the action, suit or
proceeding,  upon  receipt  of an undertaking by or on behalf of the director or
officer  to  repay  the  amount  if  it  is  ultimately determined by a court of
competent  jurisdiction  that  he  is  not  entitled  to  indemnification.

     The  Registrant's  amended  and  restated  articles  of  incorporation also
provide  that a director of the Registrant shall not be liable to the Registrant
or  its  stockholders  for  monetary  damages  for breach of fiduciary duty as a
director,  except  to  the  extent exemption from limitation or liability is not
permitted  under  the  Nevada  Revised  Statutes. Any amendment, modification or
repeal  of  this  provision by the Registrant's stockholders would not adversely
affect any right or protection of a director of the Registrant in respect of any
act  or  omission occurring prior to the time of such amendment, modification or
repeal.  The Registrant's amended and restated articles of incorporation do not,
however,  eliminate  or  limit  a  director's  liability for any act or omission
involving  intentional  misconduct,  fraud or a knowing violation of law, or the
payment  of  unlawful  distributions  to  stockholders. Furthermore, they do not
limit  liability  for  claims  against  a director arising out of the director's
responsibilities  under  the  federal securities laws or any other law. However,
the  Registrant  has  purchased  directors  and  officers liability insurance to
protect  its  directors  and  executive  officers  against  liability  under
circumstances  specified  in  the  policy.

     Section  2115  of the California General Corporation Law, or the California
Code, provides that corporations such as the Registrant that are incorporated in
jurisdictions  other  than California and that meet various tests are subject to
several  provisions  of  the California Code, to the exclusion of the law of the
jurisdiction  in  which the corporation is incorporated. The Registrant believes
that  as  of  December  31,  2003,  it  met the tests contained in Section 2115.
Consequently,  the  Registrant  is  subject  to,  among  other provisions of the
California  Code,  Section  317  which  governs  indemnification  of  directors,
officers  and others. Section 317 generally eliminates the personal liability of
a  director  for monetary damages in an action brought by or in the right of the
Registrant  for  breach  of  a  director's  duties  to  the  Registrant  or  its
stockholders  except  for  liability:

     -for acts or omissions that involve intentional misconduct or a knowing and
culpable  violation  of  law;

     -for acts or omissions that a director believes to be contrary to the best
interests of the Registrant or its stockholders or that involve the absence of
good faith on the part of the director;

     -for any transaction for which a director derived an improper personal
benefit;

     -for acts or omissions that show a reckless disregard for the director's
duty to the Registrant or its stockholders in circumstances in which the
director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the Registrant or
its stockholders;

     -for acts or omissions that constitute an unexcused pattern of inattention
that amounts to an abdication of the director's duty to the Registrant or its
stockholders; and

     -for engaging in transactions described in the California Code or
California case law which result in liability, or approving the same kinds of
transactions.

     To  the extent indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant under 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 Securities Act of
1933,  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  appropriate  jurisdiction the question of whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  of  1933  and  will  be  governed  by the final adjudication of such issue.

     The  inclusion  of  the  above  provisions  in the Registrant's amended and
restated  articles of incorporation and amended and restated bylaws may have the
effect  of  reducing  the  likelihood  of  derivative  litigation  against  the
Registrant's  directors  and  may discourage or deter stockholders or management
from  bringing  a lawsuit against the Registrant's directors for breach of their
duty  of  care,  even though such an action, if successful, might otherwise have
benefited  the  Registrant  and  its  stockholders.  At  present,  there  is  no
litigation  or  proceeding  pending involving a director of the Registrant as to
which  indemnification  is  being  sought,  nor  is  the Registrant aware of any
threatened  litigation  that  may result in claims for indemnification by any of
the  Registrant's  directors.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not applicable.

ITEM  8.  EXHIBITS

Exhibit
Number  Name
------  ----
4.1     I/OMagic  Corporation  2003  Stock  Option  Plan*

5.1     Opinion  of  Rutan  &  Tucker,  LLP

23.1    Consent of Rutan & Tucker, LLP (included in Exhibit 5.1 to this
        Registration Statement)

23.2    Consent  of  Singer  Lewak  Greenbaum  &  Goldstein  LLP

24.1    Power  of  Attorney  (included  on  signature page to this Registration
        Statement)
______________________
*     Incorporated  by  reference  from Registrant's Definitive Proxy Statement,
filed with the Securities and Exchange Commission on November 24, 2003 (File No.
000-27267).
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 (except that paragraphs
(i) and (ii) below shall not apply if the information required by paragraphs (i)
and  (ii)  below  is  contained in periodic reports filed by the Registrant
with  the  Commission  pursuant to Section 13 or Section 15(d) of the Securities
Exchange  Act  of  1934  that are incorporated by reference in 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 which, individually
or together, represent a fundamental change in the information set forth in this
Registration Statement; and

     (iii) To include any additional or changed material information with
respect to the plan of distribution.

(2)     For  determining  liability  under  the Securities Act of 1933, to treat
each  post-effective amendment as a new registration statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide  offering.

(3)     To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end 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 the 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 Securities Act
of 1933 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 appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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 Irvine, State of California, on June 17, 2004.

                                           I/OMAGIC CORPORATION,
                                           a Nevada corporation

                                           By:     /s/ TONY SHAHBAZ
                                                   ----------------
                                                   Tony Shahbaz,
                                                   President and
                                                   Chief Executive Officer
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tony Shahbaz his attorney-in-fact and
agent, with the power of substitution and resubstitution, for him and in his
name, place or stead, in any and all capacities, to sign any amendment to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to such attorney-in-fact and agent, 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 as he might or could do in
person, and ratifying and confirming all that the attorney-in-fact and agent, or
his substitute or substitutes, may 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
date indicated.

Signature                    Title                                Date
---------                    -----                                ----

/s/ TONY SHAHBAZ     Chief Executive Officer, President,       June 17, 2004
----------------     Secretary and Director
Tony Shahbaz         (Principal Executive Officer)

/s/ STEVE GILLINGS   Chief Financial Officer                   June 17, 2004
------------------   (Principal Accounting and Financial
Steve Gillings       Officer)

/s/ ANTHONY ANDREWS  Director                                  June 17, 2004
-------------------
Anthony Andrews

/s/ DANIEL HOU       Director                                  June 17, 2004
--------------
Daniel Hou

/s/ DANIEL YAO       Director                                  June 17, 2004
--------------
Daniel Yao

/s/ STEEL SU         Director                                  June 17, 2004
------------
Steel Su

/s/ YOUNG-HYUN SHIN  Director                                  June 17, 2004
-------------------
Young Hyun Shin
INDEX TO EXHIBITS
Exhibit
Number     Name
------     ----
5.1      Opinion  of  Rutan  &  Tucker,  LLP

23.1     Consent  of  Rutan  &  Tucker,  LLP  (included  in  Exhibit 5.1 to this
         Registration  Statement)

23.2     Consent  of  Singer  Lewak  Greenbaum  &  Goldstein  LLP

24.1     Power  of  Attorney  (included  on  signature page to this Registration
         Statement)