Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                               ------------------

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

                 Delaware                                   36-3808989
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

               Riverfront Centre                                         
                   Suite 204                                    53545
            15 West Milwaukee Street                         (Zip Code)
             Janesville, Wisconsin
    (Address of principal executive offices)

                    PlayCore, Inc. 1996 Incentive Stock Plan
                            (Full title of the plan)

           Frederic L. Contino                                               
  President and Chief Executive Officer                  Copy to:
              PlayCore, Inc.              
            Riverfront Centre                     Benjamin F. Garmer, III
                Suite 204                             Foley & Lardner
         15 West Milwaukee Street          777 East Wisconsin Avenue, Suite 3700
       Janesville, Wisconsin 53545              Milwaukee, Wisconsin 53202
              (608) 741-7183                          (414) 271-2400
   (Name, address and telephone number,
including area code, of agent for service)

                            ------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

------------------------ ---------------------- ---------------------- ----------------------- ---------------------
                                                  Proposed Maximum        Proposed Maximum                          
Title of Securities to       Amount to be        Offering Price Per      Aggregate Offering         Amount of
     be Registered            Registered                Share                  Price             Registration Fee
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
<S>                        <C>                        <C>                 <C>                         <C>   
     Common Stock,                                                                                                  
    $.01 par value         1,200,000 shares           $6.236(1)           $7,483,212.50(1)            $2,081
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
</TABLE>

(1) Estimated  pursuant to Rules 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the offering
prices of  1,074,000  shares of Common Stock and the average of the high and low
sale prices of 126,000  shares of Common Stock as reported on the American Stock
Exchange on May 14, 1999.


                        ---------------------------------


<PAGE>



                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


       The document or documents containing the information  specified in Part I
are not  required  to be  filed  with the  Securities  and  Exchange  Commission
("Commission") as part of this Form S-8 Registration Statement.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following  documents have been previously  filed by PlayCore,  Inc.
(the "Company") with the Commission and are incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which includes audited financial statements as of and for the
year ended December 31, 1998.

         (b) All other  reports  filed by the  Company or the Plan  pursuant  to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1998.

         (c) The  description of the Company's  Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A, dated August 3, 1995, filed
with  the  Commission  pursuant  to  Section  12 of the  Exchange  Act,  and any
amendments or reports filed for the purpose of updating such description.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Set forth below is a description of certain provisions of the Company's
Amended  Certificate  of  Incorporation  and  Bylaws  and the  Delaware  General
Corporation Law ("DGCL"),  as such provisions relate to the  


                                      -2-
<PAGE>


indemnification  of the directors and officers of the Company.  This description
is intended  only as a summary and is  qualified in its entirety by reference to
the Amended Certificate of Incorporation, Bylaws, and the DGCL.

         The Company's  Amended  Certificate of Incorporation  provides that the
Company shall, to the full extent permitted by the DGCL, as amended form time to
time,  indemnify its directors,  officers and certain other persons  (subject to
certain conditions and  qualifications) and eliminates the personal liability of
its  directors to the full extent  permitted by Section 102 (b) (7) of the DGCL,
as amended from time to time.

         Section  145 of  the  DGCL  permits  a  corporation  to  indemnify  its
directors and officers against expenses (including attorney's fees),  judgments,
fines and amounts paid in settlements  actually and reasonably  incurred by them
in connection with any action,  suit or proceeding brought by third parties,  if
such directors or officers  acted in good faith and in a manner they  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe their conduct was unlawful.  In a derivative action,  i.e., one by or in
the right of the  corporation,  indemnification  may be made  only for  expenses
actually and  reasonably  incurred by directors and officers in connection  with
the  defense  or  settlement  of an action or suit,  and only with  respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable for negligence or misconduct in the performance of his
respective duties to the corporation,  although the court in which the action or
suit was brought may determine upon application  that the defendant  officers or
directors are reasonably  entitled to indemnification  for such expenses despite
such adjudication of liability.

         Section 102(b)(7) of the DGCL provides that a corporation may eliminate
or  limit  the  personal  liability  of a  director  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
provided  that such  provision  shall not  eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Section 174 of the DGCL,  or (iv) for any  transaction  from which the  director
derived an improper personal benefit. No such provision shall eliminate or limit
the ability of a director  for any act or omission  occurring  prior to the date
which such provision becomes effective.

         The Company maintains insurance on behalf of its officers and directors
which,  subject to certain  exceptions,  covers liabilities under the Securities
Act of 1933.

         Under the terms of a  Transaction  Agreement  dated January 4, 1996, as
amended February 12, 1996 (the "Transaction Agreement"), between the Company and
GreenGrass Holdings, a Delaware general partnership which owns approximately 72%
of the  outstanding  Common  Stock of the  Company,  the  Company is required to
indemnify and provide insurance to the officers and directors of the Company and
PlayCore Wisconsin,  Inc. (formerly Newco,  Inc.), a wholly-owned  subsidiary of
the Company ("PlayCore  Wisconsin"),  and to certain other persons ("Indemnified
Persons").  These obligations  require,  among other things, that: (a) for three
years  and sixty  days  after the date on which  shares  of  Common  Stock  were
purchased in the tender offer under the Transaction Agreement ("Purchase Date"),
the Company  must  (subject to certain  terms,  conditions  and  qualifications)
provide officers' and directors'  liability  insurance covering each present and
former director or officer of the Company or PlayCore  Wisconsin,  and fiduciary
liability  insurance  covering each present and former  Fiduciary (as defined in
the  Transaction  Agreement),  with  respect to events,  actions  and  omissions
occurring on or prior to the Purchase  Date,  including  any which relate to the
transactions  contemplated by the Transaction  Agreement;  (b) for not less than
six years  after the date on which  the  tender  offer  expired,  the  Company's
Certificate of  Incorporation  and Bylaws shall provide  indemnification  to the
Indemnified  Persons on terms no less favorable to the Indemnified  Persons than
those  contained in the  Company's  Amended  Certificate  of  Incorporation  and
Bylaws,  and PlayCore  Wisconsin's  Articles of Incorporation  and Bylaws, as in
effect  on  January  4,  1996;  and (c)  proper  provision  be made so that  the
Company's  successors,  assigns and transferees of 


                                      -3-
<PAGE>

all or  substantially  all the Company's assets assume the  indemnification  and
insurance  obligations set forth in the Transaction Agreement (without relieving
the Company of its obligations thereunder).

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The  following   exhibits  have  been  filed  (except  where  otherwise
indicated) as part of this Registration Statement:

       Exhibit No.                  Exhibit
       -----------                  -------

           (4)             PlayCore, Inc. 1996 Incentive Stock Plan

           (5)             Opinion of Foley & Lardner

         (23.1)            Consent of Ernst & Young LLP

         (23.2)            Consent of Foley & Lardner (contained in Exhibit 5
                           hereto)

          (24)             Power of Attorney relating to subsequent  amendments 
                           (included on the signature page to this Registration 
                           Statement)

Item 9.  Undertakings.

         (a) 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  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.

         (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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) 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 this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  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 


                                      -4-
<PAGE>

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  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.




                                      -5-
<PAGE>


                                      
                                   SIGNATURES

         The Registrant.  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 Janesville,  and State of Wisconsin, on this 5th
day of May, 1999.


                                    PLAYCORE, INC.



                                    By: /s/ Frederic L. Contino   
                                        Frederic L. Contino,
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Frederic L. Contino and Richard E. Ruegger, and each of
them individually,  his or her true and lawful  attorney-in-fact and agent, with
full  power of  substitution  and  revocation,  for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.



                                      S-1
<PAGE>



<TABLE>
<CAPTION>

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

                                                                               
<S>                                            <C>                                          <C>    
/s/ Frederic L. Contino                        President, Chief Executive Officer                          
Frederic L. Contino                            (Principal Executive Officer) and 
                                               Director                                     May 5, 1999

                                                                               
/s/ Richard E. Ruegger                         Vice President and Chief Financial                       
Richard E. Ruegger                             Officer (Principal Financial and  
                                               Accounting Officer)                          May 5, 1999


/s/ David S. Evans                                                                                         
David S. Evans                                 Director                                     May 5, 1999


/s/ George N. Herrera                                                                                      
George N. Herrera                              Director                                     May 4, 1999


                                                                                   
Timothy R. Kelleher                            Director                                     May __, 1999


/s/ Terence S. Malone                                                                                      
Terence S. Malone                              Chairman of the Board and Director           May 4, 1999


/s/ Gary A. Massel                                                                                         
Gary A. Massel                                 Director                                     May 5, 1999


/s/ Ronald Wray                                                                                            
Ronald Wray                                    Director                                     May 4, 1999
</TABLE>



                                      S-2
<PAGE>



                                  EXHIBIT INDEX


                    PLAYCORE, INC. 1996 INCENTIVE STOCK PLAN


       Exhibit No.                         Exhibit
       -----------                         -------

           (4)              PlayCore, Inc. 1996 Incentive Stock Plan

           (5)              Opinion of Foley & Lardner

          (23.1)            Consent of Ernst & Young LLP

          (23.2)            Consent of  Foley & Lardner  (contained  in  Exhibit
                            5 hereto)

           (24)             Power of Attorney  relating to subsequent amendments
                            (included on the signature page to this Registration
                            Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20241}]
{"company-data": {"conformed-name": "PLAYCORE INC", "cik": "0000888916", "assigned-sic": "3949", "irs-number": "363808989", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78933", "film-number": "99631275"}, "business-address": {"street1": "1212 BARBERRY DRIVE", "city": "JANESVILLE", "state": "WI", "zip": "53545", "phone": "6087554777"}, "former-company": {"former-conformed-name": "SWING N SLIDE CORP", "date-changed": "19950721"}}
Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                               ------------------

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

                 Delaware                                   36-3808989
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

               Riverfront Centre                                         
                   Suite 204                                    53545
            15 West Milwaukee Street                         (Zip Code)
             Janesville, Wisconsin
    (Address of principal executive offices)

                    PlayCore, Inc. 1996 Incentive Stock Plan
                            (Full title of the plan)

           Frederic L. Contino                                               
  President and Chief Executive Officer                  Copy to:
              PlayCore, Inc.              
            Riverfront Centre                     Benjamin F. Garmer, III
                Suite 204                             Foley & Lardner
         15 West Milwaukee Street          777 East Wisconsin Avenue, Suite 3700
       Janesville, Wisconsin 53545              Milwaukee, Wisconsin 53202
              (608) 741-7183                          (414) 271-2400
   (Name, address and telephone number,
including area code, of agent for service)

                            ------------------------
CALCULATION OF REGISTRATION FEE

------------------------ ---------------------- ---------------------- ----------------------- ---------------------
                                                  Proposed Maximum        Proposed Maximum                          
Title of Securities to       Amount to be        Offering Price Per      Aggregate Offering         Amount of
     be Registered            Registered                Share                  Price             Registration Fee
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Common Stock,                                                                                                  
    $.01 par value         1,200,000 shares           $6.236(1)           $7,483,212.50(1)            $2,081
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
(1) Estimated  pursuant to Rules 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the offering
prices of  1,074,000  shares of Common Stock and the average of the high and low
sale prices of 126,000  shares of Common Stock as reported on the American Stock
Exchange on May 14, 1999.

                        ---------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The document or documents containing the information  specified in Part I
are not  required  to be  filed  with the  Securities  and  Exchange  Commission
("Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents have been previously  filed by PlayCore,  Inc.
(the "Company") with the Commission and are incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which includes audited financial statements as of and for the
year ended December 31, 1998.

         (b) All other  reports  filed by the  Company or the Plan  pursuant  to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1998.

         (c) The  description of the Company's  Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A, dated August 3, 1995, filed
with  the  Commission  pursuant  to  Section  12 of the  Exchange  Act,  and any
amendments or reports filed for the purpose of updating such description.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Set forth below is a description of certain provisions of the Company's
Amended  Certificate  of  Incorporation  and  Bylaws  and the  Delaware  General
Corporation Law ("DGCL"),  as such provisions relate to the  

                                      -2-
indemnification  of the directors and officers of the Company.  This description
is intended  only as a summary and is  qualified in its entirety by reference to
the Amended Certificate of Incorporation, Bylaws, and the DGCL.

         The Company's  Amended  Certificate of Incorporation  provides that the
Company shall, to the full extent permitted by the DGCL, as amended form time to
time,  indemnify its directors,  officers and certain other persons  (subject to
certain conditions and  qualifications) and eliminates the personal liability of
its  directors to the full extent  permitted by Section 102 (b) (7) of the DGCL,
as amended from time to time.

         Section  145 of  the  DGCL  permits  a  corporation  to  indemnify  its
directors and officers against expenses (including attorney's fees),  judgments,
fines and amounts paid in settlements  actually and reasonably  incurred by them
in connection with any action,  suit or proceeding brought by third parties,  if
such directors or officers  acted in good faith and in a manner they  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe their conduct was unlawful.  In a derivative action,  i.e., one by or in
the right of the  corporation,  indemnification  may be made  only for  expenses
actually and  reasonably  incurred by directors and officers in connection  with
the  defense  or  settlement  of an action or suit,  and only with  respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable for negligence or misconduct in the performance of his
respective duties to the corporation,  although the court in which the action or
suit was brought may determine upon application  that the defendant  officers or
directors are reasonably  entitled to indemnification  for such expenses despite
such adjudication of liability.

         Section 102(b)(7) of the DGCL provides that a corporation may eliminate
or  limit  the  personal  liability  of a  director  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
provided  that such  provision  shall not  eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Section 174 of the DGCL,  or (iv) for any  transaction  from which the  director
derived an improper personal benefit. No such provision shall eliminate or limit
the ability of a director  for any act or omission  occurring  prior to the date
which such provision becomes effective.

         The Company maintains insurance on behalf of its officers and directors
which,  subject to certain  exceptions,  covers liabilities under the Securities
Act of 1933.

         Under the terms of a  Transaction  Agreement  dated January 4, 1996, as
amended February 12, 1996 (the "Transaction Agreement"), between the Company and
GreenGrass Holdings, a Delaware general partnership which owns approximately 72%
of the  outstanding  Common  Stock of the  Company,  the  Company is required to
indemnify and provide insurance to the officers and directors of the Company and
PlayCore Wisconsin,  Inc. (formerly Newco,  Inc.), a wholly-owned  subsidiary of
the Company ("PlayCore  Wisconsin"),  and to certain other persons ("Indemnified
Persons").  These obligations  require,  among other things, that: (a) for three
years  and sixty  days  after the date on which  shares  of  Common  Stock  were
purchased in the tender offer under the Transaction Agreement ("Purchase Date"),
the Company  must  (subject to certain  terms,  conditions  and  qualifications)
provide officers' and directors'  liability  insurance covering each present and
former director or officer of the Company or PlayCore  Wisconsin,  and fiduciary
liability  insurance  covering each present and former  Fiduciary (as defined in
the  Transaction  Agreement),  with  respect to events,  actions  and  omissions
occurring on or prior to the Purchase  Date,  including  any which relate to the
transactions  contemplated by the Transaction  Agreement;  (b) for not less than
six years  after the date on which  the  tender  offer  expired,  the  Company's
Certificate of  Incorporation  and Bylaws shall provide  indemnification  to the
Indemnified  Persons on terms no less favorable to the Indemnified  Persons than
those  contained in the  Company's  Amended  Certificate  of  Incorporation  and
Bylaws,  and PlayCore  Wisconsin's  Articles of Incorporation  and Bylaws, as in
effect  on  January  4,  1996;  and (c)  proper  provision  be made so that  the
Company's  successors,  assigns and transferees of 

                                      -3-
all or  substantially  all the Company's assets assume the  indemnification  and
insurance  obligations set forth in the Transaction Agreement (without relieving
the Company of its obligations thereunder).

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The  following   exhibits  have  been  filed  (except  where  otherwise
indicated) as part of this Registration Statement:

       Exhibit No.                  Exhibit
       -----------                  -------

           (4)             PlayCore, Inc. 1996 Incentive Stock Plan

           (5)             Opinion of Foley & Lardner

         (23.1)            Consent of Ernst & Young LLP

         (23.2)            Consent of Foley & Lardner (contained in Exhibit 5
                           hereto)

          (24)             Power of Attorney relating to subsequent  amendments 
                           (included on the signature page to this Registration 
                           Statement)

Item 9.  Undertakings.

         (a) 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  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.

         (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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) 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 this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  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 

                                      -4-
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  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.

                                      -5-
SIGNATURES

         The Registrant.  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 Janesville,  and State of Wisconsin, on this 5th
day of May, 1999.

                                    PLAYCORE, INC.

                                    By: /s/ Frederic L. Contino   
                                        Frederic L. Contino,
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Frederic L. Contino and Richard E. Ruegger, and each of
them individually,  his or her true and lawful  attorney-in-fact and agent, with
full  power of  substitution  and  revocation,  for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.

                                      S-1
Signature                                        Title                                Date
         ---------                                        -----                                ----
/s/ Frederic L. Contino                        President, Chief Executive Officer                          
Frederic L. Contino                            (Principal Executive Officer) and 
                                               Director                                     May 5, 1999

                                                                               
/s/ Richard E. Ruegger                         Vice President and Chief Financial                       
Richard E. Ruegger                             Officer (Principal Financial and  
                                               Accounting Officer)                          May 5, 1999

/s/ David S. Evans                                                                                         
David S. Evans                                 Director                                     May 5, 1999

/s/ George N. Herrera                                                                                      
George N. Herrera                              Director                                     May 4, 1999

                                                                                   
Timothy R. Kelleher                            Director                                     May __, 1999

/s/ Terence S. Malone                                                                                      
Terence S. Malone                              Chairman of the Board and Director           May 4, 1999

/s/ Gary A. Massel                                                                                         
Gary A. Massel                                 Director                                     May 5, 1999

/s/ Ronald Wray                                                                                            
Ronald Wray                                    Director                                     May 4, 1999
S-2
EXHIBIT INDEX

                    PLAYCORE, INC. 1996 INCENTIVE STOCK PLAN

       Exhibit No.                         Exhibit
       -----------                         -------

           (4)              PlayCore, Inc. 1996 Incentive Stock Plan

           (5)              Opinion of Foley & Lardner

          (23.1)            Consent of Ernst & Young LLP

          (23.2)            Consent of  Foley & Lardner  (contained  in  Exhibit
                            5 hereto)

           (24)             Power of Attorney  relating to subsequent amendments
                            (included on the signature page to this Registration
                            Statement)