<TABLE>
<CAPTION>
                                                                                                         Registration No. 333-
====================================================================================================================================

                                                 SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, DC 20549
                                                     ---------------------------


                                                              FORM S-8
                                                       REGISTRATION STATEMENT
                                                                under
                                                     The Securities Act of 1933
                                                     ---------------------------


                                                            S2 Golf Inc.
                                         (Exact Name of Issuer as specified in its charter)

<S>                                                                                                          <C>       
                      New Jersey                                                                             22-2388568
(State or other jurisdiction of incorporation or organization)                                  (I.R.S. Employer Identification No.)

                    18 Gloria Lane
                 Fairfield, New Jersey                                                                         07004
       (Address of principal executive offices)                                                              (Zip Code)

                                                      1998 Employee Stock Plan
                                                  1984 Incentive Stock Option Plan
                                              1992 Stock Plan for Independent Directors
                                Written Compensation Contracts with Various Executives and Employees
                                       Written Compensation Contracts with Various Consultants
                                                        (Full Title of Plan)

                                                        Douglas A. Buffington
                                                       Chief Operating Officer
                                                            S2 Golf, Inc.
                                                           18 Gloria Lane
                                                        Fairfield, N.J. 07004
                                               (Name and address of agent for service)

                                                           (973) 227-7783
                                    (Telephone number, including area code, of agent for service)
                                                     ---------------------------


                                                              Copy to:
                                                      Ellen P. Mercer, Esquire
                                                      Doepken Keevican & Weiss
                                                        58th Floor, USX Tower
                                                          600 Grant Street
                                                   Pittsburgh, Pennsylvania 15219

<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
    Title of Securities          Amount to be             Proposed Maximum             Proposed Maximum               Amount of
      to be Registered          Registered (1)             Offering Price                  Aggregate            Registration Fee (2)
                                                              per Share               Offering Price (2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                           <C>                      <C>                         <C>      
Common Stock $.01 par              1,202,595                     (2)                      $5,153,209                  $1,520.20
value
====================================================================================================================================
</TABLE>


(1) Plus any additional shares that may hereafter become issuable as a result of
the adjustment and  antidilution  provisions of the  Registrant's  1998 Employee
Stock Plan.

(2) The registration fee has been calculated as follows: (i) for shares issuable
on exercise of options  granted  under the employee  benefit plans listed above,
pursuant  to Rule  457(h),  the  registration  fee is  calculated  based  on the
aggregate  exercise  price for such shares for which an exercise  price is known
(590,720 shares at exercise prices ranging from $0.875 to $5.625) or $2,017,350;
(ii) for restricted shares issued and issuable to directors under the 1992 Stock
Plan for  Independent  Directors and  registered  for resale  hereunder  (50,000
shares), the registration fee is



<PAGE>



calculated  pursuant  to Rule  457(c)  based on the  average of the high and low
prices for the Common  Stock  reported on the Nasdaq Small Cap System on July 8,
1998 ($5.125 per share) (or in the aggregate,  $256,250) and (iii) for shares to
be issued under the 1998 Employee  Stock Plan and certain  written  compensation
contacts  with  executives  for which an  exercise  price is not known  (561,875
shares), the registration fee is calculated pursuant to Rule 457(c) based on the
average of the high and low prices for the Common  Stock  reported on the Nasdaq
Small Cap System on July 8, 1998  ($5.125  per  share)  (or,  in the  aggregate,
$2,879,609).

     In accordance  with Rule 464 under the  Securities Act of 1933, as amended,
this  Registration  Statement is effective  automatically  on the date of filing
with the Securities and Exchange Commission.

     This  Registration  Statement  is intended to register  the issuance by the
Company of 1,152,595 shares of Common Stock which may be issued upon exercise of
options  granted to date and that may be  granted in the future  under the plans
which are listed above. This Registration  Statement and the reoffer  prospectus
included herein are intended to register for reoffer and/or resale 50,000 shares
of Common  Stock  that have been  issued and that may be issued in the future as
"restricted securities" under the 1992 Stock Plan for Independent Directors, and
shares of Common  Stock that may be issued upon  exercise of options  granted or
that may be granted in the future  under the other plans listed above by persons
who may be considered affiliates of the Company as defined by Rule 405 under the
Act.

                               Page 2 of Form S-8

<PAGE>



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

Item 1.  Plan Information

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement will be sent or given to plan  participants  by S2 Golf,
Inc. (the  "Company") as specified by Rule  428(b)(1) of the  Securities  Act of
1933, as amended (the "Securities  Act").  Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this  Registration  Statement or as a prospectus or prospectus
supplement pursuant to Rule 424. These documents and the documents  incorporated
by reference  in this  Registration  Statement  pursuant to Item 3 of Part II of
this  Form  S-8,  taken  together,   constitute  a  prospectus  that  meets  the
requirements  of Section 10(a) of the Securities  Act. Copies of the information
incorporated  by  reference  in  Item 3 of  Part II of  this  Form  S-8  will be
delivered to plan  participants,  without  charge,  upon written or oral request
made to Controller, S2 Golf, Inc., 18 Gloria Lane, Fairfield, New Jersey 07004.

     In  addition,  this  Registration  Statement  and  the  reoffer  prospectus
included  herein are intended to register for reoffer  and/or  resale  shares of
Common  Stock  that have  been  issued  and that may be issued in the  future as
"restricted  securities"  under the 1992 Stock Plan for  Independent  Directors,
shares of Common  Stock that may be issued upon  exercise of options  granted or
that may be granted in the future  under the other plans listed above by persons
who may be considered affiliates of the Company as defined by Rule 405 under the
Act.



                               Page 3 of Form S-8

<PAGE>



REOFFER PROSPECTUS

                                  S2 GOLF, INC.
                      Up to 800,002 Shares of Common Stock

     This Reoffer Prospectus (this "Prospectus")  covers the resale by executive
officers and directors  (the  "Selling  Shareholders")  of S2 Golf,  Inc., a New
Jersey  corporation  (the  "Company"),  of up to 800,002 shares of the Company's
common stock,  $.01 par value per share (the "Common Stock"),  acquired pursuant
to the Company's  1992 Stock Plan for  Independent  Directors and to be acquired
pursuant  to the  exercise  of stock  options  granted  and to be granted  under
various employee benefit plans embodied in written compensation contracts and to
be granted pursuant to the Company's 1998 Employee Stock Plan.

     The  Company  will not  receive  any of the  proceeds  from the sale of the
Common Stock offered hereby. The Company will pay all of the expenses associated
with the  registration  of the Common  Stock and this  Prospectus.  The  Selling
Shareholders  will pay the other costs, if any,  associated with any sale of the
Common Stock.

     The Selling  Shareholders may offer shares of the Common Stock from time to
time to purchasers  directly or through  underwriters,  dealers or agents.  Such
shares of the Common Stock may be sold at market  prices  prevailing at the time
of sale or at negotiated prices.

     The  Common  Stock is  quoted on the  National  Association  of  Securities
Dealers Automated  Quotation System (Small Cap) under the trading symbol "GOLF."
The last sale price for the Common  Stock on July __, 1998 was $_____ per share.
The address of the principal executive offices of the Company is 18 Gloria Lane,
Fairfield, New Jersey 07004 and its telephone number is (973) 227-7783.

     SEE "RISK  FACTORS" ON PAGE __ FOR A  DISCUSSION  OF CERTAIN  FACTORS  THAT
SHOULD BE CONSIDERED BY EACH PURCHASER.

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

     No  dealer,  salesman  or  other  person  has been  authorized  to give any
information or to make any  representation in this Prospectus,  and, if given or
made,  such  information or  representation  should not be relied upon as having
been authorized by the Company or any Selling Shareholder.  This Prospectus does
not  constitute  an  offer  to sell or a  solicitation  of an  offer  to buy any
security in any  jurisdiction  in which, or to any person to whom, such offer or
solicitation would be unlawful.  Neither the delivery of this Prospectus nor any
distribution  of the  securities  made under  this  Prospectus  shall  under any
circumstances  create  any  implication  that  there  has been no  change in the
affairs of the Company since the date hereof or that the  information  contained
herein is correct as of any time subsequent to the date hereof.

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

                  The date of this Prospectus is July ___, 1998



                               Page 4 of Form S-8

<PAGE>



                                TABLE OF CONTENTS


                                                                         PAGE
                                                                         ----

THE COMPANY....................................................

AVAILABLE INFORMATION..........................................

INCORPORATION OF DOCUMENTS BY REFERENCE........................

RISK FACTORS...................................................

USE OF PROCEEDS................................................

SELLING SHAREHOLDERS...........................................

PLAN OF DISTRIBUTION...........................................

LEGAL MATTERS..................................................

EXPERTS........................................................




                               Page 5 of Form S-8

<PAGE>



                                   THE COMPANY

     S2 Golf,  Inc., a New Jersey  corporation  (the "Company" or "Square Two"),
manufactures and sells golf equipment throughout the United States. The Company,
a proven leader in advanced golf technology,  sells several club lines for women
and men.

     The Company  has  effectively  repositioned  itself as one of the top value
brands  in the  women's  golf  market.  By  concentrating  much  of its  limited
promotional  and  advertising  resources on this market  niche,  the Company has
developed a growing  following  among women  golfers and the  retailers who sell
them clubs.

     The Company has always  sought to provide women golfers with the best value
in state-of-the-art golf technology.  One of a few golf equipment  manufacturers
whose clubs carry a number of U. S. patents, the Company pioneered  improvements
in head  design  and shaft  technology  for  women's  clubs.  Using its  17-year
partnership with the Ladies Professional Golf Association  ("LPGA"),  through an
advisory board of LPGA teaching  professionals and its sponsorship of the Square
Two/LPGA  Custom Club  Fitting  Program,  Square Two has  introduced  options in
women's  clubs  that  other  manufacturers  did not  offer.  As a result  of its
relationship  with the  LPGA,  all of  Square  Two's  women's  clubs  carry  the
distinctive LPGA logo.

     Square Two has  remained  committed  to  providing  premium  quality,  high
performance clubs at affordable prices. Because Square Two does not believe that
superior  designs must sell for superior  prices,  the Company believes that its
clubs match or exceed the  performance  specifications  of clubs  costing two to
three times more.  The Company  believes  that Square Two's  message of advanced
technology at affordable prices has been warmly received by women golfers.


                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements,  and other  information  concerning the Company may be inspected and
copied at the  public  reference  facilities  maintained  by the  Commission  in
Washington D.C. 20549 and at the Commission's  regional offices at 7 World Trade
Center,  Suite 1300,  New York,  New York 10048 and  Citicorp  Center,  500 West
Madison Street,  Suite 1400,  Chicago,  Illinois 60661. Copies of such materials
can also be obtained upon written request  addressed to the  Commission,  Public
Reference Branch, 450 Fifth Street, N.W.  Washington,  D.C. 20549, at prescribed
rates.  Upon request,  and when suitable  arrangements can be made, such records
may be sent to any other Commission office for inspection, including the Pacific
Regional Office,  5670 Wilshire Boulevard,  11th Floor, Los Angeles,  California
90036. Electronic filings made through the Electronic Data Gathering,  Analysis,
and  Retrieval   system  are  available   through  the   Commission's  Web  site
(http://www.sec.gov).  Such reports and other information concerning the Company
can  also  be  inspected  at the  offices  of the  Company  at 18  Gloria  Lane,
Fairfield,  New Jersey 07004. The Company's Common Stock is traded on The Nasdaq
Stock Market  (Small  Cap).  Reports,  proxy  statements  and other  information
concerning  the  Company  may  also  be  inspected  at  the  offices  of  Nasdaq
Operations, 1735 K Street, N.W., Washington, D.C. 20006.

     The Company has filed with the Commission a registration  statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the  "Securities  Act"),  with respect to the securities  offered hereby.  This
Prospectus,  which  constitutes a part of the Registration  Statement,  does not
contain all of the information set forth in the Registration Statement,  certain
items of which are  contained  in  exhibits  to the  Registration  Statement  as
permitted by the rules and  regulations of the  Commission.  Statements  made in
this  Prospectus as to the contents of any  contract,  agreement or the document
referred to are not  necessarily  complete.  With respect to each such contract,
agreement or other document filed as an exhibit to the  Registration  Statement,
reference is made to the exhibit for a more complete  description  of the matter
involved, and each such statement shall be deemed qualified in

                               Page 6 of Form S-8

<PAGE>



its  entirety  by such  reference.  Items  and  information  omitted  from  this
Prospectus  but  contained in the  Registration  Statement  may be inspected and
copied at the Public  Reference  Facilities  maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington D.C. 20549.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  documents  of the  Company  which  have been filed with the
Commission pursuant to applicable statutes are incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1997;

     (b) The Company's  Quarterly Report on Form 10-Q for the period ended March
31, 1998;

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement  on Form 8-A  filed  with the  Commission  on
January 17, 1986 including any amendment or report heretofore or hereafter filed
for the  purpose of updating  the  description  of the  Company's  Common  Stock
contained therein.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or  15(d)  of  the  Exchange  Act,  and  prior  to  the  filing  of a
post-effective  amendment to the Registration  Statement that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
offered  hereby then remaining  unsold,  shall be deemed to be  incorporated  by
reference herein and to be a part hereof from the date of filing such documents.
Any statement  contained  herein or in a document  incorporated  or deemed to be
incorporated  by  reference  will be deemed to be  modified  or  superseded  for
purposes of this Prospectus to the extent that a statement  contained  herein or
in any  subsequently  filed  document  which is  deemed  to be  incorporated  by
reference  herein modifies or supersedes such statement.  Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

     The Company will provide,  without  charge,  to each person to whom copy of
this Prospectus is delivered,  on written or oral request of such person, a copy
of any or all of the  documents  incorporated  herein by  reference  (other than
exhibits thereto unless such exhibits are specifically incorporated by reference
into the  information  that this  Prospectus  incorporates).  Requests should be
directed to the Company's  Executive Offices at 18 Gloria Lane,  Fairfield,  New
Jersey 07004.


                               Page 7 of Form S-8

<PAGE>



                                  RISK FACTORS

     Prospective  investors should carefully consider the following risk factors
as well as the other information  contained or incorporated by reference in this
Prospectus before purchasing shares offered hereby.

Dependence on New Product Introductions; Uncertain Consumer Acceptance

     The Company's  continued  growth and success depend,  in large part, on its
ability to  successfully  develop and  introduce  new  products  accepted in the
marketplace.  Historically,  consumers have rejected a large portion of new golf
club  technologies  and  product  designs.  There is no  assurance  that any new
products that the Company may develop will meet with market acceptance.  Failure
by the Company to identify  and develop  innovative  new  products  that achieve
widespread  acceptance  could adversely  affect the Company's  future growth and
profitability.   Additionally,  successful  technologies,  designs  and  product
concepts are likely to be copied by competitors. The design of new golf clubs is
also greatly  influenced by the rules and  interpretations  of the United States
Golf Association ("USGA").  Although the golf equipment standards established by
the USGA generally apply only to competitive  events sanctioned by the USGA, the
Company  believes  that it is  important  to its future  success  that new clubs
introduced by the Company comply with USGA standards. There is no assurance that
new products will receive USGA approval or that existing USGA standards will not
be altered in ways that adversely affect the sales of the Company's products.

Patents and Protection of Proprietary Technology

     The  Company's  ability  to  compete  effectively  in the golf club  market
depends,  in part,  on its ability to  maintain  the  proprietary  nature of its
technologies  and  products.  The Company  currently  holds three U. S.  patents
relating to certain of its products and  proprietary  technologies.  There is no
assurance, however, as to the degree of protection afforded by these patents.

     There is no assurance that existing patents held by third parties would not
be used as a basis to  challenge  the  validity of one or more of the  Company's
patent rights, to limit the scope of the Company's patent rights or to limit the
Company's  ability to obtain  additional or broader patent  rights.  There is no
assurance  that  such  patent  holders  or other  third  parties  will not claim
infringement  by the Company  with  respect to current and future  products.  In
addition, presently pending patent applications may eventually issue with claims
that will be infringed by the Company's  products or  technologies.  The defense
and  prosecution  of patent  suits is  costly  and  time-consuming,  even if the
outcome is favorable.  An adverse  outcome in the defense of a patent suit could
subject the Company to significant  liabilities  to third  parties,  require the
Company to cease selling products or require disputed rights to be licensed from
third parties.  Such licenses may not be available on satisfactory  terms, or at
all. The Company also relies on unpatented proprietary technology. Third parties
could develop the same or similar  technology or otherwise  obtain access to the
Company's proprietary technology.

Highly Competitive Industry

     The market for golf clubs is highly competitive.  The Company's competitors
include a number of established companies,  many of which have greater financial
and other resources than the Company.  The purchasing  decisions of many golfers
are often the result of highly subjective  preferences,  which can be influenced
by many factors,  including,  among others,  advertising,  media, promotions and
product endorsements.  The Company could therefore face substantial  competition
from existing or new competitors  that introduce and  successfully  promote golf
clubs  that  achieve  market  acceptance.   Such  competition  could  result  in
significant price erosion or increased promotional expenditures, either of which
could  have a  material  adverse  effect on the  Company's  business,  operating
results and financial condition.  There is no assurance that the Company will be
able to compete  successfully against current and future competitors or that its
business,  operating  results  and  financial  condition  will not be  adversely
affected by increased competition in the markets in which it operates.

                               Page 8 of Form S-8

<PAGE>



Sources of Supply

     The  Company  relies on a limited  number of  suppliers  for a  significant
portion of the component  parts used in the  manufacture of its golf clubs.  The
Company  could in the future  experience  shortages of  components or periods of
increased  price  pressures,  which could have a material  adverse effect on the
Company's  business,  operating  results or  financial  condition.  In addition,
failure to obtain adequate supplies or fulfill customer orders on a timely basis
could  have a  material  adverse  effect on the  Company's  business,  operating
results and financial condition.

Seasonability and Quarterly Fluctuations; Discretionary Consumer Spending

     Golf  generally  is regarded  as a warm  weather  sport,  and sales of golf
equipment historically have been strongest during the second and third quarters,
with the weakest sales occurring during the fourth quarter.  In addition,  sales
of golf clubs are dependent on  discretionary  consumer  spending,  which may be
affected  by general  economic  conditions.  A  decrease  in  consumer  spending
generally could result in decreased spending on golf equipment, which could have
a material  adverse  effect on the  Company's  business,  operating  results and
financial  condition.  In addition,  the Company's  future results of operations
could be  affected  by a number of other  factors,  such as  unseasonal  weather
patterns;  demand for and market acceptance of the Company's existing and future
products;  new product introductions by the Company's  competitors;  competitive
pressures  resulting in lower than  expected  average  selling  prices;  and the
volume of orders that are received  and that can be fulfilled in a quarter.  Any
one or more of these factors could result in the Company  failing to achieve its
expectations as to future sales or net income.

     Because most operating expenses are relatively fixed in the short term, the
Company  may be unable to adjust  spending  sufficiently  in a timely  manner to
compensate for any unexpected sales shortfall,  which could materially adversely
affect quarterly results of operations. If technological advances by competitors
or other competitive factors require the Company to invest significantly greater
resources than  anticipated  in research and  development or sales and marketing
efforts, the Company's business,  operating results or financial condition could
be  materially  adversely  affected.  Accordingly,  the  Company  believes  that
period-to-period  comparisons of its results of operations  should not be relied
upon as an indication  of future  performance.  In addition,  the results of any
quarter are not  indicative of results to be expected for a full fiscal year. As
a result of fluctuating  operating  results or other factors discussed above and
below,  in certain  future  quarters the Company's  results of operations may be
below the  expectations  of  investors.  In such event,  the market price of the
Company's Common Stock could be materially adversely affected.

Certain Risks of Conducting Business Abroad

     The Company imports a significant portion of its component parts, including
heads, shafts,  headcovers and grips, from companies in Taiwan,  China, Thailand
and Korea. As a result, the company's business is subject to the risks generally
associated with doing business abroad,  such as foreign government  regulations,
foreign  consumer  preferences,  import and export  control,  political  unrest,
disruptions  or delays in  shipments  and  changes in  economic  conditions  and
exchange rates in countries in which the Company  purchases  components or sells
its products.

LPGA Contract

     The Company has entered into an agreement with the LPGA Tournament  Players
Corporation  (operating as the Ladies  Professional Golf Association) (the "LPGA
Contract") which grants the Company the exclusive right to use the LPGA name and
logo on its women's golf clubs and the non-exclusive  right to use the LPGA name
and logo on certain of its other products,  including golf bags. The Company has
renewed the exclusive licensee agreement through the year 2000 at which time the
agreement  will  become  non-exclusive  through  2003.  At the end of 2003,  the
Company will have the option to renew for two  consecutive  years under the same
terms and  conditions.  The  agreement  entitles  the Company to use the license
granted on a worldwide  basis.  The Company is obligated to pay a license fee to
the LPGA and a royalty fee based on sales volume.


                               Page 9 of Form S-8

<PAGE>



     The LPGA  Contract is important to the Company's  marketing  efforts in its
primary niche of women's golf clubs. Any development which might result in early
termination  of the LPGA Contract  could have a material  adverse  effect on the
Company's  business,  operating  results and financial  condition.  As indicated
above,  the  license  granted to the  Company  under the LPGA  Contract  becomes
non-exclusive at the end of the year 2000 and continues on a non-exclusive basis
until the end of 2003 (or the end of 2005 at the Company's option). Although the
Company  expects to  continue  its close  relationship  with the LPGA after that
time,  the  non-renewal  of this  license  could have an  adverse  effect on the
Company.

Control by Principal Stockholders

     WESMAR Partners Limited Partnership (whose Co-Managing  Partners are Robert
L. Ross and Richard M. Maurer who are  directors  and  officers of the  Company)
owns  approximately  63% of the outstanding  Common Stock.  As a result,  WESMAR
Partners  Limited  Partnership  is in a position to exercise  control of matters
submitted to the Company's stockholders, including the election of directors.

                                 USE OF PROCEEDS

     The Selling Shareholders will receive all of the net proceeds from the sale
of the shares of Common  Stock  owned by the  Selling  Shareholders  and offered
hereby. The Company will receive none of the proceeds of the sale of such shares
of Common Stock.




                               Page 10 of Form S-8

<PAGE>



                              SELLING SHAREHOLDERS

     Set forth below is (a) the name of each Selling  Shareholder and his or her
relationship  to the  Company  during  the past three  years;  (b) the number of
shares of Common Stock that each Selling  Shareholder  beneficially owns or will
beneficially own on exercise of currently exercisable options; (c) the number of
shares of Common  Stock  offered  pursuant to this  Prospectus  by each  Selling
Shareholder;  and (d) the amount and percentage of the Common Stock  outstanding
to be held by such Selling Stockholder after giving effect to this offering. The
Selling  Shareholders are listed herein,  and all shares  registered hereby that
are  beneficially  owned by a Selling  Shareholder  or  issuable  on exercise of
employee stock options  granted to a Selling  Shareholder  are deducted from the
number and  percentage  of shares owned after the  Offering,  whether or not any
Selling Shareholder has a present intention to resell.

<TABLE>
<CAPTION>
                                                                                                       Percentage
Name of                                  No. of Shares                            No. of Shares        Ownership
Beneficial           Relationship to     Beneficially         No. of Shares       Owned After          After the
Owner                the Company         Owned                Offered Hereby      the Offering         Offering
----------           --------------      ---------------      --------------      ---------------      --------
<S>                  <C>                  <C>                         <C>              <C>                   <C>  
Robert L. Ross       Chief Executive      1,451,096 (1)               50,000           1,399,096             63.9%
                     Officer;
                     Director

Douglas A.           President;              43,500 (2)               43,500                   0                 0
Buffington           Chief Operating
                     and Financial
                     Officer;
                     Treasurer;
                     Director

Randy Hamill         Senior Vice             55,517 (3)               44,627              11,250              2.5%
                     President

Richard M.           Secretary;           1,451,096 (4)               50,000           1,399,096             63.9%
Maurer               Director

Mary Ann             Director                    10,007               10,007                   0                 0
Jorgensen

Frederick B.         Director                    10,490               10,490                   0                 0
Ziesenheim
</TABLE>

     (1) Includes  1,399,096 shares owned directly by Wesmar Partners.  Mr. Ross
is an  officer,  director  and  principal  shareholder  of  Maurer  Ross  & Co.,
Incorporated,  the general  partner of MR &  Associates,  the  managing  general
partner of Wesmar Partners.  Also includes 50,000 shares issuable on exercise of
employee stock options granted to Mr. Ross.

     (2) Includes  43,500 shares  issuable on exercise of employee stock options
granted to Mr. Buffington.

     (3) Includes  44,267 shares  issuable on exercise of employee stock options
granted to Mr. Hamill.  Does not include shares owned by various  members of Mr.
Hamill's family with respect to which shares he disclaims beneficial ownership.

     (4) Includes  2,000  shares which are held  directly by two trusts of which
Mr.  Maurer  is  co-trustee  and with  respect  to which he  shares  voting  and
investment  power and 1,399,096  shares owned  directly by Wesmar  Partners with
respect  to which he  shares  voting  and  investment  power and  50,000  shares
issuable on exercise of employee stock options granted to Mr. Maurer. Mr. Maurer
is an officer, director and principal shareholder of

                               Page 11 of Form S-8

<PAGE>



Maurer Ross & Co.,  Incorporated,  the general  partner of MR & Associates,  the
managing general partner of Wesmar Partners.

     In addition to the  persons  listed  above,  shares  registered  for resale
hereunder  may be  issued  to the  Company's  executive  officers  and  employee
directors  under the  Company's  1998  Employee  Stock Plan and to the Company's
non-employee  directors  under the  Company's  1992 Stock  Plan for  Independent
Directors.  Such persons  will be  identified  in a  supplement  to this Reoffer
Prospectus as options are granted or shares are issued under such plans.

                               Page 12 of Form S-8

<PAGE>



                              PLAN OF DISTRIBUTION

     The Selling Shareholders have not advised the Company of any specific plans
for the  distribution of the shares of Common Stock covered by this  Prospectus,
but it is anticipated that the Selling Shareholders may sell all or a portion of
the shares of Common Stock from time to time to  purchasers  directly or through
underwriters,  dealers or agents,  who may receive  compensation  in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or  purchasers of the shares of Common Stock for whom they may act as agent.
The  Selling  Shareholders  will  be  responsible  for  payment  of any  and all
commissions  to brokers,  which will be negotiated on an individual  basis.  The
Selling Shareholders and any underwriters, dealers or agents that participate in
the  distribution  of  the  shares  of  Common  Stock  might  be  deemed  to  be
underwriters,  and any profit on the sale of such shares of Common Stock by them
and any discounts, commissions or concessions received by any such underwriters,
dealers, or agents might be deemed to be underwriting  discounts and commissions
under the Securities Act. At the time a particular offer of any of the shares of
Common Stock is made, to the extent  required,  a supplement to this  Prospectus
will be distributed which will set forth the aggregate principal amount of stock
being offered and the terms of the offering,  including the name or names of any
underwriters,  dealers or agents,  any  discounts,  commissions  or other  items
constituting  compensation  from the  Selling  Shareholders  and any  discounts,
commissions or concessions allowed or re-allowed or paid to dealers.

     The shares of Common Stock may be sold on the Nasdaq Small Cap System or in
privately negotiated  transactions.  In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 of the Securities Act may
be sold under Rule 144 rather  than  pursuant  to this  Prospectus.  The Selling
Shareholders will be subject to applicable provisions of the Securities Exchange
Act of 1934, as amended,  and the rules and regulations  thereunder,  including,
without limitation, Rules 10b-6 and 10b-7, which provisions may limit the timing
of  purchases  and sales of any of the  shares of  Common  Stock by the  Selling
Shareholders.  There is no assurance that the Selling Shareholders will sell any
or all the Common Stock described  herein and may transfer,  devise or gift such
shares by other means not described herein.

                                  LEGAL MATTERS

     The validity of the shares offered hereby will be passed on for the Company
by Doepken, Keevican & Weiss, P.C., Pittsburgh, Pennsylvania.

                                     EXPERTS

     The  financial  statements  and the related  financial  statement  schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended  December  31,  1997,  have been  audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated  herein by reference and has been so  incorporated in reliance upon
the report of such firm given upon their  authority as experts in accounting and
auditing.

                               Page 13 of Form S-8

<PAGE>



PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Commission by the Company  pursuant
to the Exchange Act are incorporated by reference in this Prospectus:

     1.   Annual Report on Form 10-K for the Year ended December 31, 1997.

     2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

     3.   The  description  of  the  Company's  Common  Stock  included  in  the
          Registration Statement on Form 8-A filed January 17, 1986.

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

     The validity of the Common Stock being  offered  hereby will be passed upon
for  the  Company  by  Doepken,   Keevican  &  Weiss  Professional  Corporation,
Pittsburgh, Pennsylvania.



                               Page 14 of Form S-8

<PAGE>



Item 6.  Indemnification of Directors and Officers

     The  Company's  Bylaws  effectively  provide that the Company,  to the full
extent  permitted by the New Jersey Business  Corporation Act (the "NJ BCA"), as
amended from time to time,  shall  indemnify  all  directors and officers of the
Company and may indemnify all  employees,  representatives  and other persons as
permitted pursuant thereto.

     Section  14A:3-5  of the NJ BCA  permits a  corporation  to  indemnify  its
directors  and  officers  against  amounts paid or incurred in  satisfaction  of
settlements,  judgments,  fines and  penalties  ("liabilities")  and  reasonable
costs,  disbursements  and counsel  fees  ("expenses")  in  connection  with any
pending,  threatened  or  completed  action,  suit  or  proceeding,  any  appeal
therefrom  and any  inquiry or  investigation  which  could give rise to such an
action,  suit or  proceeding (a  "proceeding")  brought by a third party 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,  indemnification may
be made only for expenses  incurred by directors and officers in connection with
any  proceeding  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 interest of the corporation,  except that no indemnification
shall be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the Superior  Court or the court in which the
action or suit was brought shall determine upon  application  that the defendant
officers or directors are fairly and  reasonably  entitled to indemnity for such
expenses despite such adjudication of liability.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the  "Securities  Act") may be  permitted  to  directors,  officers  or
persons  controlling  the Company  pursuant  to the  foregoing  provisions,  the
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits.

4.1  1998 Employee Stock Plan

4.2  Amended and Restated Certificate of Incorporation of the Company dated June
     28,  1991  (incorporated  by  reference  to  Exhibit  3.1 to the  Company's
     Quarterly Report on Form 10-Q for the quarter ended June 30, 1991).

4.3  Amended  and  Restated  Bylaws  of  the  Company  dated  December  6,  1991
     (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on
     Form 10-K for the year ended December 31, 1991).

5.1  Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1 Consent of Deloitte & Touche.

24.1 Powers  of  Attorney  (included  on  signature  page  of  the  Registration
     Statement).



                               Page 15 of Form S-8

<PAGE>



Item 9.  Undertakings.

The 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 this  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 this
     registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this 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 with or  furnished to the
Commission  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 that time shall be deemed to be the initial bona
fide offering thereof.

     (3) 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.

     (4) 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.

     (5) 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
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.


                               Page 16 of Form S-8

<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 Fairfield, State of New Jersey, on July 13, 1998.

                               S2 GOLF, INC.
                              (Registrant)

                      By:      /s/ Douglas A. Buffington 
                               -------------------------------------------------
                               Douglas A. Buffington, President, Chief Financial
                               Officer, Chief Operating Officer and Treasurer


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933  of the
registrant's  Board  of this  Registration  Statement  has  been  signed  by the
following persons in the Capacities and on the date indicated.

<TABLE>
<CAPTION>
               Signature                                       Title                                 Date
---------------------------------------       --------------------------------------       ---------------------------
<S>                                           <C>                                                <C>
/s/ Douglas A. Buffington                     Director, President, Chief Financial               July 13, 1998
-------------------------------------         Officer, Chief Operating Officer and 
Douglas A. Buffington                         Treasurer                            
                                              

/s/ Robert L. Ross                            Chairman of the Board and Chief                    July 13, 1998
-------------------------------------
Robert L. Ross                                Executive Officer

/s/ Richard M. Maurer                         Director and Secretary                             July 13, 1998
-------------------------------------
Richard M. Maurer

/s/ Mary Ann Jorgensen                        Director                                           July 13, 1998
-------------------------------------
Mary Ann Jorgensen

/s/ Frederick B. Ziesenheim                   Director                                           July 13, 1998
-------------------------------------
Frederick B. Ziesenheim
</TABLE>





                               Page 17 of Form S-8

<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Robert L. Ross and Richard M. Maurer, and each of
them,  with  full  power  to  act  without  the  other,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all  amendments  to this  Registration  Statement,  including  post-effective
amendments,  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
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents of any of them, or any substitute or  substitutes,
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                                       Title                                 Date
---------------------------------------       --------------------------------------       ---------------------------
<S>                                           <C>                                                <C>
/s/ Douglas A. Buffington                     Director, President, Chief Financial               July 13, 1998
-------------------------------------         Officer, Chief Operating Officer and 
Douglas A. Buffington                         Treasurer                            
                                              

/s/ Robert L. Ross                            Chairman of the Board and Chief                    July 13, 1998
-------------------------------------
Robert L. Ross                                Executive Officer

/s/ Richard M. Maurer                         Director and Secretary                             July 13, 1998
-------------------------------------
Richard M. Maurer

/s/ Mary Ann Jorgensen                        Director                                           July 13, 1998
-------------------------------------
Mary Ann Jorgensen

/s/ Frederick B. Ziesenheim                   Director                                           July 13, 1998
-------------------------------------
Frederick B. Ziesenheim
</TABLE>



                               Page 18 of Form S-8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 53125}]
{"company-data": {"conformed-name": "S2 GOLF INC", "cik": "0000782126", "assigned-sic": "3949", "irs-number": "222388568", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59065", "film-number": "98665890"}, "business-address": {"street1": "18 GLORIA LN", "city": "FAIRFIELD", "state": "NJ", "zip": "07004", "phone": "201-227-7783"}, "mail-address": {"street2": "18 GLORIA LANE", "city": "FAIRFIELD", "state": "NJ", "zip": "07004"}, "former-company": {"former-conformed-name": "GOLF TECHNOLOGY INC", "date-changed": "19880804"}}
Registration No. 333-
====================================================================================================================================

                                                 SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, DC 20549
                                                     ---------------------------

                                                              FORM S-8
                                                       REGISTRATION STATEMENT
                                                                under
                                                     The Securities Act of 1933
                                                     ---------------------------

                                                            S2 Golf Inc.
                                         (Exact Name of Issuer as specified in its charter)
New Jersey                                                                             22-2388568
(State or other jurisdiction of incorporation or organization)                                  (I.R.S. Employer Identification No.)

                    18 Gloria Lane
                 Fairfield, New Jersey                                                                         07004
       (Address of principal executive offices)                                                              (Zip Code)

                                                      1998 Employee Stock Plan
                                                  1984 Incentive Stock Option Plan
                                              1992 Stock Plan for Independent Directors
                                Written Compensation Contracts with Various Executives and Employees
                                       Written Compensation Contracts with Various Consultants
                                                        (Full Title of Plan)

                                                        Douglas A. Buffington
                                                       Chief Operating Officer
                                                            S2 Golf, Inc.
                                                           18 Gloria Lane
                                                        Fairfield, N.J. 07004
                                               (Name and address of agent for service)

                                                           (973) 227-7783
                                    (Telephone number, including area code, of agent for service)
                                                     ---------------------------

                                                              Copy to:
                                                      Ellen P. Mercer, Esquire
                                                      Doepken Keevican & Weiss
                                                        58th Floor, USX Tower
                                                          600 Grant Street
                                                   Pittsburgh, Pennsylvania 15219
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
    Title of Securities          Amount to be             Proposed Maximum             Proposed Maximum               Amount of
      to be Registered          Registered (1)             Offering Price                  Aggregate            Registration Fee (2)
                                                              per Share               Offering Price (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock $.01 par              1,202,595                     (2)                      $5,153,209                  $1,520.20
value
====================================================================================================================================
(1) Plus any additional shares that may hereafter become issuable as a result of
the adjustment and  antidilution  provisions of the  Registrant's  1998 Employee
Stock Plan.

(2) The registration fee has been calculated as follows: (i) for shares issuable
on exercise of options  granted  under the employee  benefit plans listed above,
pursuant  to Rule  457(h),  the  registration  fee is  calculated  based  on the
aggregate  exercise  price for such shares for which an exercise  price is known
(590,720 shares at exercise prices ranging from $0.875 to $5.625) or $2,017,350;
(ii) for restricted shares issued and issuable to directors under the 1992 Stock
Plan for  Independent  Directors and  registered  for resale  hereunder  (50,000
shares), the registration fee is
calculated  pursuant  to Rule  457(c)  based on the  average of the high and low
prices for the Common  Stock  reported on the Nasdaq Small Cap System on July 8,
1998 ($5.125 per share) (or in the aggregate,  $256,250) and (iii) for shares to
be issued under the 1998 Employee  Stock Plan and certain  written  compensation
contacts  with  executives  for which an  exercise  price is not known  (561,875
shares), the registration fee is calculated pursuant to Rule 457(c) based on the
average of the high and low prices for the Common  Stock  reported on the Nasdaq
Small Cap System on July 8, 1998  ($5.125  per  share)  (or,  in the  aggregate,
$2,879,609).

     In accordance  with Rule 464 under the  Securities Act of 1933, as amended,
this  Registration  Statement is effective  automatically  on the date of filing
with the Securities and Exchange Commission.

     This  Registration  Statement  is intended to register  the issuance by the
Company of 1,152,595 shares of Common Stock which may be issued upon exercise of
options  granted to date and that may be  granted in the future  under the plans
which are listed above. This Registration  Statement and the reoffer  prospectus
included herein are intended to register for reoffer and/or resale 50,000 shares
of Common  Stock  that have been  issued and that may be issued in the future as
"restricted securities" under the 1992 Stock Plan for Independent Directors, and
shares of Common  Stock that may be issued upon  exercise of options  granted or
that may be granted in the future  under the other plans listed above by persons
who may be considered affiliates of the Company as defined by Rule 405 under the
Act.

                               Page 2 of Form S-8
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement will be sent or given to plan  participants  by S2 Golf,
Inc. (the  "Company") as specified by Rule  428(b)(1) of the  Securities  Act of
1933, as amended (the "Securities  Act").  Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this  Registration  Statement or as a prospectus or prospectus
supplement pursuant to Rule 424. These documents and the documents  incorporated
by reference  in this  Registration  Statement  pursuant to Item 3 of Part II of
this  Form  S-8,  taken  together,   constitute  a  prospectus  that  meets  the
requirements  of Section 10(a) of the Securities  Act. Copies of the information
incorporated  by  reference  in  Item 3 of  Part II of  this  Form  S-8  will be
delivered to plan  participants,  without  charge,  upon written or oral request
made to Controller, S2 Golf, Inc., 18 Gloria Lane, Fairfield, New Jersey 07004.

     In  addition,  this  Registration  Statement  and  the  reoffer  prospectus
included  herein are intended to register for reoffer  and/or  resale  shares of
Common  Stock  that have  been  issued  and that may be issued in the  future as
"restricted  securities"  under the 1992 Stock Plan for  Independent  Directors,
shares of Common  Stock that may be issued upon  exercise of options  granted or
that may be granted in the future  under the other plans listed above by persons
who may be considered affiliates of the Company as defined by Rule 405 under the
Act.

                               Page 3 of Form S-8
REOFFER PROSPECTUS

                                  S2 GOLF, INC.
                      Up to 800,002 Shares of Common Stock

     This Reoffer Prospectus (this "Prospectus")  covers the resale by executive
officers and directors  (the  "Selling  Shareholders")  of S2 Golf,  Inc., a New
Jersey  corporation  (the  "Company"),  of up to 800,002 shares of the Company's
common stock,  $.01 par value per share (the "Common Stock"),  acquired pursuant
to the Company's  1992 Stock Plan for  Independent  Directors and to be acquired
pursuant  to the  exercise  of stock  options  granted  and to be granted  under
various employee benefit plans embodied in written compensation contracts and to
be granted pursuant to the Company's 1998 Employee Stock Plan.

     The  Company  will not  receive  any of the  proceeds  from the sale of the
Common Stock offered hereby. The Company will pay all of the expenses associated
with the  registration  of the Common  Stock and this  Prospectus.  The  Selling
Shareholders  will pay the other costs, if any,  associated with any sale of the
Common Stock.

     The Selling  Shareholders may offer shares of the Common Stock from time to
time to purchasers  directly or through  underwriters,  dealers or agents.  Such
shares of the Common Stock may be sold at market  prices  prevailing at the time
of sale or at negotiated prices.

     The  Common  Stock is  quoted on the  National  Association  of  Securities
Dealers Automated  Quotation System (Small Cap) under the trading symbol "GOLF."
The last sale price for the Common  Stock on July __, 1998 was $_____ per share.
The address of the principal executive offices of the Company is 18 Gloria Lane,
Fairfield, New Jersey 07004 and its telephone number is (973) 227-7783.

     SEE "RISK  FACTORS" ON PAGE __ FOR A  DISCUSSION  OF CERTAIN  FACTORS  THAT
SHOULD BE CONSIDERED BY EACH PURCHASER.

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

     No  dealer,  salesman  or  other  person  has been  authorized  to give any
information or to make any  representation in this Prospectus,  and, if given or
made,  such  information or  representation  should not be relied upon as having
been authorized by the Company or any Selling Shareholder.  This Prospectus does
not  constitute  an  offer  to sell or a  solicitation  of an  offer  to buy any
security in any  jurisdiction  in which, or to any person to whom, such offer or
solicitation would be unlawful.  Neither the delivery of this Prospectus nor any
distribution  of the  securities  made under  this  Prospectus  shall  under any
circumstances  create  any  implication  that  there  has been no  change in the
affairs of the Company since the date hereof or that the  information  contained
herein is correct as of any time subsequent to the date hereof.

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

                  The date of this Prospectus is July ___, 1998

                               Page 4 of Form S-8
TABLE OF CONTENTS

                                                                         PAGE
                                                                         ----

THE COMPANY....................................................

AVAILABLE INFORMATION..........................................

INCORPORATION OF DOCUMENTS BY REFERENCE........................

RISK FACTORS...................................................

USE OF PROCEEDS................................................

SELLING SHAREHOLDERS...........................................

PLAN OF DISTRIBUTION...........................................

LEGAL MATTERS..................................................

EXPERTS........................................................

                               Page 5 of Form S-8
THE COMPANY

     S2 Golf,  Inc., a New Jersey  corporation  (the "Company" or "Square Two"),
manufactures and sells golf equipment throughout the United States. The Company,
a proven leader in advanced golf technology,  sells several club lines for women
and men.

     The Company  has  effectively  repositioned  itself as one of the top value
brands  in the  women's  golf  market.  By  concentrating  much  of its  limited
promotional  and  advertising  resources on this market  niche,  the Company has
developed a growing  following  among women  golfers and the  retailers who sell
them clubs.

     The Company has always  sought to provide women golfers with the best value
in state-of-the-art golf technology.  One of a few golf equipment  manufacturers
whose clubs carry a number of U. S. patents, the Company pioneered  improvements
in head  design  and shaft  technology  for  women's  clubs.  Using its  17-year
partnership with the Ladies Professional Golf Association  ("LPGA"),  through an
advisory board of LPGA teaching  professionals and its sponsorship of the Square
Two/LPGA  Custom Club  Fitting  Program,  Square Two has  introduced  options in
women's  clubs  that  other  manufacturers  did not  offer.  As a result  of its
relationship  with the  LPGA,  all of  Square  Two's  women's  clubs  carry  the
distinctive LPGA logo.

     Square Two has  remained  committed  to  providing  premium  quality,  high
performance clubs at affordable prices. Because Square Two does not believe that
superior  designs must sell for superior  prices,  the Company believes that its
clubs match or exceed the  performance  specifications  of clubs  costing two to
three times more.  The Company  believes  that Square Two's  message of advanced
technology at affordable prices has been warmly received by women golfers.

                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements,  and other  information  concerning the Company may be inspected and
copied at the  public  reference  facilities  maintained  by the  Commission  in
Washington D.C. 20549 and at the Commission's  regional offices at 7 World Trade
Center,  Suite 1300,  New York,  New York 10048 and  Citicorp  Center,  500 West
Madison Street,  Suite 1400,  Chicago,  Illinois 60661. Copies of such materials
can also be obtained upon written request  addressed to the  Commission,  Public
Reference Branch, 450 Fifth Street, N.W.  Washington,  D.C. 20549, at prescribed
rates.  Upon request,  and when suitable  arrangements can be made, such records
may be sent to any other Commission office for inspection, including the Pacific
Regional Office,  5670 Wilshire Boulevard,  11th Floor, Los Angeles,  California
90036. Electronic filings made through the Electronic Data Gathering,  Analysis,
and  Retrieval   system  are  available   through  the   Commission's  Web  site
(http://www.sec.gov).  Such reports and other information concerning the Company
can  also  be  inspected  at the  offices  of the  Company  at 18  Gloria  Lane,
Fairfield,  New Jersey 07004. The Company's Common Stock is traded on The Nasdaq
Stock Market  (Small  Cap).  Reports,  proxy  statements  and other  information
concerning  the  Company  may  also  be  inspected  at  the  offices  of  Nasdaq
Operations, 1735 K Street, N.W., Washington, D.C. 20006.

     The Company has filed with the Commission a registration  statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the  "Securities  Act"),  with respect to the securities  offered hereby.  This
Prospectus,  which  constitutes a part of the Registration  Statement,  does not
contain all of the information set forth in the Registration Statement,  certain
items of which are  contained  in  exhibits  to the  Registration  Statement  as
permitted by the rules and  regulations of the  Commission.  Statements  made in
this  Prospectus as to the contents of any  contract,  agreement or the document
referred to are not  necessarily  complete.  With respect to each such contract,
agreement or other document filed as an exhibit to the  Registration  Statement,
reference is made to the exhibit for a more complete  description  of the matter
involved, and each such statement shall be deemed qualified in

                               Page 6 of Form S-8
its  entirety  by such  reference.  Items  and  information  omitted  from  this
Prospectus  but  contained in the  Registration  Statement  may be inspected and
copied at the Public  Reference  Facilities  maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington D.C. 20549.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  documents  of the  Company  which  have been filed with the
Commission pursuant to applicable statutes are incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1997;

     (b) The Company's  Quarterly Report on Form 10-Q for the period ended March
31, 1998;

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement  on Form 8-A  filed  with the  Commission  on
January 17, 1986 including any amendment or report heretofore or hereafter filed
for the  purpose of updating  the  description  of the  Company's  Common  Stock
contained therein.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or  15(d)  of  the  Exchange  Act,  and  prior  to  the  filing  of a
post-effective  amendment to the Registration  Statement that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
offered  hereby then remaining  unsold,  shall be deemed to be  incorporated  by
reference herein and to be a part hereof from the date of filing such documents.
Any statement  contained  herein or in a document  incorporated  or deemed to be
incorporated  by  reference  will be deemed to be  modified  or  superseded  for
purposes of this Prospectus to the extent that a statement  contained  herein or
in any  subsequently  filed  document  which is  deemed  to be  incorporated  by
reference  herein modifies or supersedes such statement.  Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

     The Company will provide,  without  charge,  to each person to whom copy of
this Prospectus is delivered,  on written or oral request of such person, a copy
of any or all of the  documents  incorporated  herein by  reference  (other than
exhibits thereto unless such exhibits are specifically incorporated by reference
into the  information  that this  Prospectus  incorporates).  Requests should be
directed to the Company's  Executive Offices at 18 Gloria Lane,  Fairfield,  New
Jersey 07004.

                               Page 7 of Form S-8
RISK FACTORS

     Prospective  investors should carefully consider the following risk factors
as well as the other information  contained or incorporated by reference in this
Prospectus before purchasing shares offered hereby.

Dependence on New Product Introductions; Uncertain Consumer Acceptance

     The Company's  continued  growth and success depend,  in large part, on its
ability to  successfully  develop and  introduce  new  products  accepted in the
marketplace.  Historically,  consumers have rejected a large portion of new golf
club  technologies  and  product  designs.  There is no  assurance  that any new
products that the Company may develop will meet with market acceptance.  Failure
by the Company to identify  and develop  innovative  new  products  that achieve
widespread  acceptance  could adversely  affect the Company's  future growth and
profitability.   Additionally,  successful  technologies,  designs  and  product
concepts are likely to be copied by competitors. The design of new golf clubs is
also greatly  influenced by the rules and  interpretations  of the United States
Golf Association ("USGA").  Although the golf equipment standards established by
the USGA generally apply only to competitive  events sanctioned by the USGA, the
Company  believes  that it is  important  to its future  success  that new clubs
introduced by the Company comply with USGA standards. There is no assurance that
new products will receive USGA approval or that existing USGA standards will not
be altered in ways that adversely affect the sales of the Company's products.

Patents and Protection of Proprietary Technology

     The  Company's  ability  to  compete  effectively  in the golf club  market
depends,  in part,  on its ability to  maintain  the  proprietary  nature of its
technologies  and  products.  The Company  currently  holds three U. S.  patents
relating to certain of its products and  proprietary  technologies.  There is no
assurance, however, as to the degree of protection afforded by these patents.

     There is no assurance that existing patents held by third parties would not
be used as a basis to  challenge  the  validity of one or more of the  Company's
patent rights, to limit the scope of the Company's patent rights or to limit the
Company's  ability to obtain  additional or broader patent  rights.  There is no
assurance  that  such  patent  holders  or other  third  parties  will not claim
infringement  by the Company  with  respect to current and future  products.  In
addition, presently pending patent applications may eventually issue with claims
that will be infringed by the Company's  products or  technologies.  The defense
and  prosecution  of patent  suits is  costly  and  time-consuming,  even if the
outcome is favorable.  An adverse  outcome in the defense of a patent suit could
subject the Company to significant  liabilities  to third  parties,  require the
Company to cease selling products or require disputed rights to be licensed from
third parties.  Such licenses may not be available on satisfactory  terms, or at
all. The Company also relies on unpatented proprietary technology. Third parties
could develop the same or similar  technology or otherwise  obtain access to the
Company's proprietary technology.

Highly Competitive Industry

     The market for golf clubs is highly competitive.  The Company's competitors
include a number of established companies,  many of which have greater financial
and other resources than the Company.  The purchasing  decisions of many golfers
are often the result of highly subjective  preferences,  which can be influenced
by many factors,  including,  among others,  advertising,  media, promotions and
product endorsements.  The Company could therefore face substantial  competition
from existing or new competitors  that introduce and  successfully  promote golf
clubs  that  achieve  market  acceptance.   Such  competition  could  result  in
significant price erosion or increased promotional expenditures, either of which
could  have a  material  adverse  effect on the  Company's  business,  operating
results and financial condition.  There is no assurance that the Company will be
able to compete  successfully against current and future competitors or that its
business,  operating  results  and  financial  condition  will not be  adversely
affected by increased competition in the markets in which it operates.

                               Page 8 of Form S-8
Sources of Supply

     The  Company  relies on a limited  number of  suppliers  for a  significant
portion of the component  parts used in the  manufacture of its golf clubs.  The
Company  could in the future  experience  shortages of  components or periods of
increased  price  pressures,  which could have a material  adverse effect on the
Company's  business,  operating  results or  financial  condition.  In addition,
failure to obtain adequate supplies or fulfill customer orders on a timely basis
could  have a  material  adverse  effect on the  Company's  business,  operating
results and financial condition.

Seasonability and Quarterly Fluctuations; Discretionary Consumer Spending

     Golf  generally  is regarded  as a warm  weather  sport,  and sales of golf
equipment historically have been strongest during the second and third quarters,
with the weakest sales occurring during the fourth quarter.  In addition,  sales
of golf clubs are dependent on  discretionary  consumer  spending,  which may be
affected  by general  economic  conditions.  A  decrease  in  consumer  spending
generally could result in decreased spending on golf equipment, which could have
a material  adverse  effect on the  Company's  business,  operating  results and
financial  condition.  In addition,  the Company's  future results of operations
could be  affected  by a number of other  factors,  such as  unseasonal  weather
patterns;  demand for and market acceptance of the Company's existing and future
products;  new product introductions by the Company's  competitors;  competitive
pressures  resulting in lower than  expected  average  selling  prices;  and the
volume of orders that are received  and that can be fulfilled in a quarter.  Any
one or more of these factors could result in the Company  failing to achieve its
expectations as to future sales or net income.

     Because most operating expenses are relatively fixed in the short term, the
Company  may be unable to adjust  spending  sufficiently  in a timely  manner to
compensate for any unexpected sales shortfall,  which could materially adversely
affect quarterly results of operations. If technological advances by competitors
or other competitive factors require the Company to invest significantly greater
resources than  anticipated  in research and  development or sales and marketing
efforts, the Company's business,  operating results or financial condition could
be  materially  adversely  affected.  Accordingly,  the  Company  believes  that
period-to-period  comparisons of its results of operations  should not be relied
upon as an indication  of future  performance.  In addition,  the results of any
quarter are not  indicative of results to be expected for a full fiscal year. As
a result of fluctuating  operating  results or other factors discussed above and
below,  in certain  future  quarters the Company's  results of operations may be
below the  expectations  of  investors.  In such event,  the market price of the
Company's Common Stock could be materially adversely affected.

Certain Risks of Conducting Business Abroad

     The Company imports a significant portion of its component parts, including
heads, shafts,  headcovers and grips, from companies in Taiwan,  China, Thailand
and Korea. As a result, the company's business is subject to the risks generally
associated with doing business abroad,  such as foreign government  regulations,
foreign  consumer  preferences,  import and export  control,  political  unrest,
disruptions  or delays in  shipments  and  changes in  economic  conditions  and
exchange rates in countries in which the Company  purchases  components or sells
its products.

LPGA Contract

     The Company has entered into an agreement with the LPGA Tournament  Players
Corporation  (operating as the Ladies  Professional Golf Association) (the "LPGA
Contract") which grants the Company the exclusive right to use the LPGA name and
logo on its women's golf clubs and the non-exclusive  right to use the LPGA name
and logo on certain of its other products,  including golf bags. The Company has
renewed the exclusive licensee agreement through the year 2000 at which time the
agreement  will  become  non-exclusive  through  2003.  At the end of 2003,  the
Company will have the option to renew for two  consecutive  years under the same
terms and  conditions.  The  agreement  entitles  the Company to use the license
granted on a worldwide  basis.  The Company is obligated to pay a license fee to
the LPGA and a royalty fee based on sales volume.

                               Page 9 of Form S-8
The LPGA  Contract is important to the Company's  marketing  efforts in its
primary niche of women's golf clubs. Any development which might result in early
termination  of the LPGA Contract  could have a material  adverse  effect on the
Company's  business,  operating  results and financial  condition.  As indicated
above,  the  license  granted to the  Company  under the LPGA  Contract  becomes
non-exclusive at the end of the year 2000 and continues on a non-exclusive basis
until the end of 2003 (or the end of 2005 at the Company's option). Although the
Company  expects to  continue  its close  relationship  with the LPGA after that
time,  the  non-renewal  of this  license  could have an  adverse  effect on the
Company.

Control by Principal Stockholders

     WESMAR Partners Limited Partnership (whose Co-Managing  Partners are Robert
L. Ross and Richard M. Maurer who are  directors  and  officers of the  Company)
owns  approximately  63% of the outstanding  Common Stock.  As a result,  WESMAR
Partners  Limited  Partnership  is in a position to exercise  control of matters
submitted to the Company's stockholders, including the election of directors.

                                 USE OF PROCEEDS

     The Selling Shareholders will receive all of the net proceeds from the sale
of the shares of Common  Stock  owned by the  Selling  Shareholders  and offered
hereby. The Company will receive none of the proceeds of the sale of such shares
of Common Stock.

                               Page 10 of Form S-8
SELLING SHAREHOLDERS

     Set forth below is (a) the name of each Selling  Shareholder and his or her
relationship  to the  Company  during  the past three  years;  (b) the number of
shares of Common Stock that each Selling  Shareholder  beneficially owns or will
beneficially own on exercise of currently exercisable options; (c) the number of
shares of Common  Stock  offered  pursuant to this  Prospectus  by each  Selling
Shareholder;  and (d) the amount and percentage of the Common Stock  outstanding
to be held by such Selling Stockholder after giving effect to this offering. The
Selling  Shareholders are listed herein,  and all shares  registered hereby that
are  beneficially  owned by a Selling  Shareholder  or  issuable  on exercise of
employee stock options  granted to a Selling  Shareholder  are deducted from the
number and  percentage  of shares owned after the  Offering,  whether or not any
Selling Shareholder has a present intention to resell.
Percentage
Name of                                  No. of Shares                            No. of Shares        Ownership
Beneficial           Relationship to     Beneficially         No. of Shares       Owned After          After the
Owner                the Company         Owned                Offered Hereby      the Offering         Offering
----------           --------------      ---------------      --------------      ---------------      --------
Robert L. Ross       Chief Executive      1,451,096 (1)               50,000           1,399,096             63.9%
                     Officer;
                     Director

Douglas A.           President;              43,500 (2)               43,500                   0                 0
Buffington           Chief Operating
                     and Financial
                     Officer;
                     Treasurer;
                     Director

Randy Hamill         Senior Vice             55,517 (3)               44,627              11,250              2.5%
                     President

Richard M.           Secretary;           1,451,096 (4)               50,000           1,399,096             63.9%
Maurer               Director

Mary Ann             Director                    10,007               10,007                   0                 0
Jorgensen

Frederick B.         Director                    10,490               10,490                   0                 0
Ziesenheim
(1) Includes  1,399,096 shares owned directly by Wesmar Partners.  Mr. Ross
is an  officer,  director  and  principal  shareholder  of  Maurer  Ross  & Co.,
Incorporated,  the general  partner of MR &  Associates,  the  managing  general
partner of Wesmar Partners.  Also includes 50,000 shares issuable on exercise of
employee stock options granted to Mr. Ross.

     (2) Includes  43,500 shares  issuable on exercise of employee stock options
granted to Mr. Buffington.

     (3) Includes  44,267 shares  issuable on exercise of employee stock options
granted to Mr. Hamill.  Does not include shares owned by various  members of Mr.
Hamill's family with respect to which shares he disclaims beneficial ownership.

     (4) Includes  2,000  shares which are held  directly by two trusts of which
Mr.  Maurer  is  co-trustee  and with  respect  to which he  shares  voting  and
investment  power and 1,399,096  shares owned  directly by Wesmar  Partners with
respect  to which he  shares  voting  and  investment  power and  50,000  shares
issuable on exercise of employee stock options granted to Mr. Maurer. Mr. Maurer
is an officer, director and principal shareholder of

                               Page 11 of Form S-8
Maurer Ross & Co.,  Incorporated,  the general  partner of MR & Associates,  the
managing general partner of Wesmar Partners.

     In addition to the  persons  listed  above,  shares  registered  for resale
hereunder  may be  issued  to the  Company's  executive  officers  and  employee
directors  under the  Company's  1998  Employee  Stock Plan and to the Company's
non-employee  directors  under the  Company's  1992 Stock  Plan for  Independent
Directors.  Such persons  will be  identified  in a  supplement  to this Reoffer
Prospectus as options are granted or shares are issued under such plans.

                               Page 12 of Form S-8
PLAN OF DISTRIBUTION

     The Selling Shareholders have not advised the Company of any specific plans
for the  distribution of the shares of Common Stock covered by this  Prospectus,
but it is anticipated that the Selling Shareholders may sell all or a portion of
the shares of Common Stock from time to time to  purchasers  directly or through
underwriters,  dealers or agents,  who may receive  compensation  in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or  purchasers of the shares of Common Stock for whom they may act as agent.
The  Selling  Shareholders  will  be  responsible  for  payment  of any  and all
commissions  to brokers,  which will be negotiated on an individual  basis.  The
Selling Shareholders and any underwriters, dealers or agents that participate in
the  distribution  of  the  shares  of  Common  Stock  might  be  deemed  to  be
underwriters,  and any profit on the sale of such shares of Common Stock by them
and any discounts, commissions or concessions received by any such underwriters,
dealers, or agents might be deemed to be underwriting  discounts and commissions
under the Securities Act. At the time a particular offer of any of the shares of
Common Stock is made, to the extent  required,  a supplement to this  Prospectus
will be distributed which will set forth the aggregate principal amount of stock
being offered and the terms of the offering,  including the name or names of any
underwriters,  dealers or agents,  any  discounts,  commissions  or other  items
constituting  compensation  from the  Selling  Shareholders  and any  discounts,
commissions or concessions allowed or re-allowed or paid to dealers.

     The shares of Common Stock may be sold on the Nasdaq Small Cap System or in
privately negotiated  transactions.  In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 of the Securities Act may
be sold under Rule 144 rather  than  pursuant  to this  Prospectus.  The Selling
Shareholders will be subject to applicable provisions of the Securities Exchange
Act of 1934, as amended,  and the rules and regulations  thereunder,  including,
without limitation, Rules 10b-6 and 10b-7, which provisions may limit the timing
of  purchases  and sales of any of the  shares of  Common  Stock by the  Selling
Shareholders.  There is no assurance that the Selling Shareholders will sell any
or all the Common Stock described  herein and may transfer,  devise or gift such
shares by other means not described herein.

                                  LEGAL MATTERS

     The validity of the shares offered hereby will be passed on for the Company
by Doepken, Keevican & Weiss, P.C., Pittsburgh, Pennsylvania.

                                     EXPERTS

     The  financial  statements  and the related  financial  statement  schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended  December  31,  1997,  have been  audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated  herein by reference and has been so  incorporated in reliance upon
the report of such firm given upon their  authority as experts in accounting and
auditing.

                               Page 13 of Form S-8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Commission by the Company  pursuant
to the Exchange Act are incorporated by reference in this Prospectus:

     1.   Annual Report on Form 10-K for the Year ended December 31, 1997.

     2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

     3.   The  description  of  the  Company's  Common  Stock  included  in  the
          Registration Statement on Form 8-A filed January 17, 1986.

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

     The validity of the Common Stock being  offered  hereby will be passed upon
for  the  Company  by  Doepken,   Keevican  &  Weiss  Professional  Corporation,
Pittsburgh, Pennsylvania.

                               Page 14 of Form S-8
Item 6.  Indemnification of Directors and Officers

     The  Company's  Bylaws  effectively  provide that the Company,  to the full
extent  permitted by the New Jersey Business  Corporation Act (the "NJ BCA"), as
amended from time to time,  shall  indemnify  all  directors and officers of the
Company and may indemnify all  employees,  representatives  and other persons as
permitted pursuant thereto.

     Section  14A:3-5  of the NJ BCA  permits a  corporation  to  indemnify  its
directors  and  officers  against  amounts paid or incurred in  satisfaction  of
settlements,  judgments,  fines and  penalties  ("liabilities")  and  reasonable
costs,  disbursements  and counsel  fees  ("expenses")  in  connection  with any
pending,  threatened  or  completed  action,  suit  or  proceeding,  any  appeal
therefrom  and any  inquiry or  investigation  which  could give rise to such an
action,  suit or  proceeding (a  "proceeding")  brought by a third party 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,  indemnification may
be made only for expenses  incurred by directors and officers in connection with
any  proceeding  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 interest of the corporation,  except that no indemnification
shall be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the Superior  Court or the court in which the
action or suit was brought shall determine upon  application  that the defendant
officers or directors are fairly and  reasonably  entitled to indemnity for such
expenses despite such adjudication of liability.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the  "Securities  Act") may be  permitted  to  directors,  officers  or
persons  controlling  the Company  pursuant  to the  foregoing  provisions,  the
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits.

4.1  1998 Employee Stock Plan

4.2  Amended and Restated Certificate of Incorporation of the Company dated June
     28,  1991  (incorporated  by  reference  to  Exhibit  3.1 to the  Company's
     Quarterly Report on Form 10-Q for the quarter ended June 30, 1991).

4.3  Amended  and  Restated  Bylaws  of  the  Company  dated  December  6,  1991
     (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on
     Form 10-K for the year ended December 31, 1991).

5.1  Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1 Consent of Deloitte & Touche.

24.1 Powers  of  Attorney  (included  on  signature  page  of  the  Registration
     Statement).

                               Page 15 of Form S-8
Item 9.  Undertakings.

The 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 this  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 this
     registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this 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 with or  furnished to the
Commission  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 that time shall be deemed to be the initial bona
fide offering thereof.

     (3) 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.

     (4) 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.

     (5) 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
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.

                               Page 16 of Form S-8
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 Fairfield, State of New Jersey, on July 13, 1998.

                               S2 GOLF, INC.
                              (Registrant)

                      By:      /s/ Douglas A. Buffington 
                               -------------------------------------------------
                               Douglas A. Buffington, President, Chief Financial
                               Officer, Chief Operating Officer and Treasurer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933  of the
registrant's  Board  of this  Registration  Statement  has  been  signed  by the
following persons in the Capacities and on the date indicated.
Signature                                       Title                                 Date
---------------------------------------       --------------------------------------       ---------------------------
/s/ Douglas A. Buffington                     Director, President, Chief Financial               July 13, 1998
-------------------------------------         Officer, Chief Operating Officer and 
Douglas A. Buffington                         Treasurer                            
                                              

/s/ Robert L. Ross                            Chairman of the Board and Chief                    July 13, 1998
-------------------------------------
Robert L. Ross                                Executive Officer

/s/ Richard M. Maurer                         Director and Secretary                             July 13, 1998
-------------------------------------
Richard M. Maurer

/s/ Mary Ann Jorgensen                        Director                                           July 13, 1998
-------------------------------------
Mary Ann Jorgensen

/s/ Frederick B. Ziesenheim                   Director                                           July 13, 1998
-------------------------------------
Frederick B. Ziesenheim
Page 17 of Form S-8
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Robert L. Ross and Richard M. Maurer, and each of
them,  with  full  power  to  act  without  the  other,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all  amendments  to this  Registration  Statement,  including  post-effective
amendments,  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
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents of any of them, or any substitute or  substitutes,
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                       Title                                 Date
---------------------------------------       --------------------------------------       ---------------------------
/s/ Douglas A. Buffington                     Director, President, Chief Financial               July 13, 1998
-------------------------------------         Officer, Chief Operating Officer and 
Douglas A. Buffington                         Treasurer                            
                                              

/s/ Robert L. Ross                            Chairman of the Board and Chief                    July 13, 1998
-------------------------------------
Robert L. Ross                                Executive Officer

/s/ Richard M. Maurer                         Director and Secretary                             July 13, 1998
-------------------------------------
Richard M. Maurer

/s/ Mary Ann Jorgensen                        Director                                           July 13, 1998
-------------------------------------
Mary Ann Jorgensen

/s/ Frederick B. Ziesenheim                   Director                                           July 13, 1998
-------------------------------------
Frederick B. Ziesenheim
Page 18 of Form S-8