As filed with the Securities and Exchange Commission on May 24, 1996
                                          Registration No.33-_________

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

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

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

Delaware                                     33-0614889
(State or other jurisdiction of        (I.R.S. Employer Identifiation
incorporation or organization)                    Number)

                        3738 Ruffin Road
                   San Diego, California          92123
        (Address of Principal Executive Offices) (Zip Code)
                      --------------------    

             FOTOBALL USA, INC. 1994 STOCK OPTION PLAN 
                     (Full title of the plan)
                       ---------------------    

MICHAEL FAVISH                          CHARLES I. WEISSMAN, ESQ.
President and Chief Executive Officer   Shereff, Friedman, Hoffman 
Fotoball USA, Inc.                      & Goodman, LLP
3738 Ruffin Road                        919 Third Avenue              
San Diego, California 92123             New York, New York 10022
(619) 467-9900                          (212) 758-9500
(Name, address and telephone number, including area code, of agents for
service)
                            Page 1 of 22
<PAGE>

                      CALCULATION OF REGISTRATION FEE

                     
                                  Proposed    Proposed 
                                  maximum     maximum       Amount of
Title of Securities    Amount     offering    aggregate   registration
to be registered       to be       price       offering       fee <F2>
                    registered   per share<F1>  price <F1> 
- ------------------  ----------   -----------  ----------   ------------

Common Stock, par  375,000 shares   $8.75     $3,281,250     $1,131.47
value $.01 per
share

<F1>  Estimated in accordance with Rule 457(c)  and (h) of the Securities Act of
      1933, as amended (the "Act"), solely for the purpose of calculation of 
      the registration fee.  The price shown is the closing bid price for 
      the shares of common stock, par value $.01 per share (the 
      "Common Shares"), of the Registrant on the Nasdaq SmallCap Market on 
      May 22, 1996.

<F2>  The registration fee has been calculated pursuant to Rule 457(c) and 
      (h) of the Act as follows:  one-twenty-ninth of one percent of
      $3,281,250, the closing bid price for the Common Shares on the Nasdaq
      SmallCap Market on May 22, 1996, multiplied by 375,000, the number of
      Common Shares registered hereby.











                         















                                   (2)
<PAGE>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents which have been filed by Fotoball USA, Inc., a
Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

(a)      The Registrant's Annual Report on Form 10-KSB for the fiscal year
         ended December 31, 1995, which is the Registrant's latest Annual 
         Report on Form 10-KSB filed pursuant to Section 13(a) or 15(d) of 
         the Exchange Act and which contains audited financial statements 
         for the Registrant's latest fiscal year for which a Form 10-KSB 
         was required to have been filed.

(b)      The Registrant's Quarterly Report on Form 10-QSB for the three months
         ended March 31, 1996.

(c)      The description of the Registrant's common stock, par value $.01 per
         share, which is contained in a registration statement filed under 
         Section 12 of the Exchange Act, including any amendment or report 
         filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment 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.

Not Applicable.

Item 6.  Indemnification of Directors and Officers.

   The indemnification of officers and directors of the Company is governed by
Section 145 of the Delaware Gereral Corporation Law (the "DGCL") and the
Certificate of Incorporation (the "Certificate") and By-Laws of the Company.
Among other things, the DGCL permits indemnification of a director, officer,
employee or agent in civil, criminal, administrative or investigative actions,
suits or proceedings (other than an action by or in the right of the
corporation) to which such person is a party or is threatened to be made a
party by reason of the fact of such relationship with the corporation or the
fact that such person is or was serving in a similar capacity with another
entity at the request of the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and



                                   (3)<PAGE>
reasonably incurred by him if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. No indemnification
may be made in any such suit to any person adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery
or the court in which the action was brought determines that, despite the
adjudication of liability, such person is under all circumstances, fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Under the DGCL, to the extent that a director, officer, employee or
agent is successful, on the merits or otherwise, in the defense of any action,
suit or proceeding or any claim, issue or matter therein (whether or not the
suit is brought by or in the right of the corporation), he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him. In all cases in which indemnification is permitted
(unless ordered by a court), it may be made by the corporation only as
authorized in the specific case upon a determination that the applicable
standard of conduct has been met by the party to be indemnified. The
determination must be made by a majority vote of a quorum consisting of the
directors who were not parties to the action or, if such a quorum is not
obtainable, or even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
stockholders. The statute authorizes the corporation to pay expenses incurred
by an officer or director in advance of a final disposition of a proceeding
upon receipt of an undertaking by or on behalf of the person to whom the
advance will be made, to repay the advances if it shall ultimately be
determined that he was not entitled to indemnification. The DGCL provides that
indemnification and advances of expenses permitted thereunder are not to be
exclusive of any rights to which those seeking indemnification or advancement
of expenses may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise. The DGCL also authorizes the
corporation to purchase and maintain liability insurance on behalf of its
directors, officers, employees and agents regardless of whether the
corporation would have the statutory power to indemnify such persons against
the liabilities insured.

   The Certificate provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit.

   The By-Laws provide that directors, officers and others shall be
indemnified to the fullest extent authorized by the DGCL, as in effect (or, to
the extent indemnification is broadened, as it may be amended), against any
and all judgments, fines and amounts paid in settling or otherwise disposing
of threatened, pending or completed actions, suits or proceedings, whether
civil, criminal, administrative or investigative and expenses incurred by such
person in connection therewith. The By-Laws further provide that, to the
extent permitted by law, expenses so incurred by any such person in defending
a civil or criminal action or proceeding shall, at his request, be paid by the
Company in advance of the final disposition of such action or proceeding.


                                   (4)<PAGE>
   The By-Laws provide that the right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may
have or acquire under any statute, provision of the Certificate or By-Laws or
otherwise.

   The Company maintains directors and officers liability and company
reimbursement insurance which, among other things, (i) provides for payment on
behalf of its officers and directors against loss as defined in the policy
stemming from acts committed by directors and officers in their capacity such
and (ii) provides for payment on behalf of the Company against such loss but
only when the Company shall be required or permitted to indemnify directors or
officers for such loss pursuant to statutory or common law or pursuant to duly
effective Certificate or By-Law provisions.

Item 7.  Exemption from Registration Claimed.

   Not Applicable.

Item 8.  Exhibits.

   The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>

EXHIBIT NUMBER                  DESCRIPTION
- --------------             ----------------------
<S>                 <C>
4.1                 Form of Representative's Unit Purchase Option.(1)

4.2                 Form of Warrant Agreement.(1)

4.3                 Specimen Warrant Certificate.(2)

4.4                 Specimen Stock Certificate.(2)
                    
4.5*                1994 Stock Option Plan of the Company, as amended.

4.6(1)*             Form of Stock Option Agreement.(3)

4.6(2)*             Form of Directors' Stock Option Agreement.(3)

5.1                 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

23.1                Consent of Hollander, Gilbert & Co.

23.2                Consent of Shereff, Friedman, Hoffman & Goodman, LLP 
                    (contained in Exhibit 5.1).
</TABLE>









                                    (5)<PAGE>
_______________________

*    Indicates exhibits relating to executive compensation.
(1)   Exhibits to the Company's Registration Statement on Form SB-2 filed 
      with the Commission on August 1, 1994 incorporated herein by reference.
(2)   Exhibits to the Company's Registration Statement on Form SB-2 filed 
      with the Commission on August 9, 1994 incorporated herein by reference.
(3)   Exhibits to the Company's Annual Report on Form 10-KSB for the year
      ended December 31, 1994 incorporated herein by reference. 

Item 9.  Undertakings.

   The undersigned small business issuer hereby undertakes that it will:

   (1)   file, during any period in which it offers or sell securities,
         a post-effective amendment to this registration statement to:

         (i)    include any prospectus required by Section 10(a)(3) of 
         the Act;

         (ii)   reflect in the prospectus any facts or events which, 
         individually or together, represent a fundamental change in the 
         information set forth in the registration statement; and

         (iii)  include any additional or changed material information on the
         plan of distribution;

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

   (3)   file a post-effective amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.

   (4)   for purposes of determining any liability under the Act, treat the
         information omitted from the form of prospectus filed as part of 
         this registration statement in reliance upon Rule 430A and contained 
         in a form of prospectus filed by the small business issuer pursuant 
         to Rule 424(b)(1) or (4) or 497(h) under the Act as part of this 
         registration statement as of the time the Commission declared it 
         effective; and 

   (5)   for the purpose of determining any liability under the Act, treat
         each post-effective amendment that contains a form of prospectus 
         as a new registration statement for the securities offered in the 
         registration statement, and that offering of such securities at 
         that time as the initial bona fide offering of those securities.

   Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the




                                   (6)<PAGE>
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of
any action, suit or proceeding) is asserted by such director, officer of
controlling person in connection with the securities being registered, the
small business issuer 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.












































                                   (7)<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 San Diego, State of California on this 23rd day of
May, 1996.

                              FOTOBALL USA, INC.

                                            By:/s/ Michael Favish     
                                            ----------------------
                                            Michael Favish
                                            President, Chief Executive
                                            Officer and Director

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>

Signature                   Titles                               Date
- ------------------        ---------------                     -----------
<S>                        <C>                                  <C>

/s/ Michael Favish         President, Chief Executive Officer   May 23, 1996
- ------------------         Director (Principal Executive
Michael Favish             Officer)

/s/ David G. Forster       Vice President, Finance, Treasurer   May 23, 1996
- --------------------       Chief Financial Officer (Principal
David G. Forster           Financial & Accounting Officer)
                           
/s/ William R. Hasvold     Director                             May 23, 1996
- ----------------------
William R. Hasvold

/s/ Joel K. Rubenstein     Director                             May 23, 1996
- ----------------------
Joel K. Rubenstein

/s/ Sabin C. Streeter      Director                             May 23, 1996
- ---------------------
Sabin C. Streeter

/s/ Robert N. Weingarten   Director                             May 23, 1996
- ------------------------
Robert N. Weingarten
</TABLE>





                                     (8)
<PAGE>
                              EXHIBIT INDEX
                             ----------------
<TABLE>
<CAPTION>


Exhibit Number               Description
- ------------------         ---------------------
<S>                 <C>
4.5                 1994 Stock Option Plan of the Company, as amended.

5.1                 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

23.1                Consent of Hollander, Gilbert & Co.
                    
23.2                Consent of Shereff, Friedman, Hoffman &
                    Goodman, LLP (contained in Exhibit 5.1).

</TABLE>





































                                   (9)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18350}]
{"company-data": {"conformed-name": "FOTOBALL USA INC", "cik": "0000922251", "assigned-sic": "3949", "irs-number": "330614889", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04549", "film-number": "96572514"}, "business-address": {"street1": "3738 RUFFIN RD", "city": "SAN DIEGO", "state": "CA", "zip": "92123", "phone": "6194679900"}, "mail-address": {"street2": "3738 RUFFIN ROAD", "city": "SAN DIEGO", "state": "CA", "zip": "92123"}}
As filed with the Securities and Exchange Commission on May 24, 1996
                                          Registration No.33-_________

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

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

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

Delaware                                     33-0614889
(State or other jurisdiction of        (I.R.S. Employer Identifiation
incorporation or organization)                    Number)

                        3738 Ruffin Road
                   San Diego, California          92123
        (Address of Principal Executive Offices) (Zip Code)
                      --------------------    

             FOTOBALL USA, INC. 1994 STOCK OPTION PLAN 
                     (Full title of the plan)
                       ---------------------    

MICHAEL FAVISH                          CHARLES I. WEISSMAN, ESQ.
President and Chief Executive Officer   Shereff, Friedman, Hoffman 
Fotoball USA, Inc.                      & Goodman, LLP
3738 Ruffin Road                        919 Third Avenue              
San Diego, California 92123             New York, New York 10022
(619) 467-9900                          (212) 758-9500
(Name, address and telephone number, including area code, of agents for
service)
                            Page 1 of 22
CALCULATION OF REGISTRATION FEE

                     
                                  Proposed    Proposed 
                                  maximum     maximum       Amount of
Title of Securities    Amount     offering    aggregate   registration
to be registered       to be       price       offering       fee
registered   per share
price
- ------------------  ----------   -----------  ----------   ------------

Common Stock, par  375,000 shares   $8.75     $3,281,250     $1,131.47
value $.01 per
share
Estimated in accordance with Rule 457(c)  and (h) of the Securities Act of
      1933, as amended (the "Act"), solely for the purpose of calculation of 
      the registration fee.  The price shown is the closing bid price for 
      the shares of common stock, par value $.01 per share (the 
      "Common Shares"), of the Registrant on the Nasdaq SmallCap Market on 
      May 22, 1996.
The registration fee has been calculated pursuant to Rule 457(c) and 
      (h) of the Act as follows:  one-twenty-ninth of one percent of
      $3,281,250, the closing bid price for the Common Shares on the Nasdaq
      SmallCap Market on May 22, 1996, multiplied by 375,000, the number of
      Common Shares registered hereby.

                         

                                   (2)
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents which have been filed by Fotoball USA, Inc., a
Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

(a)      The Registrant's Annual Report on Form 10-KSB for the fiscal year
         ended December 31, 1995, which is the Registrant's latest Annual 
         Report on Form 10-KSB filed pursuant to Section 13(a) or 15(d) of 
         the Exchange Act and which contains audited financial statements 
         for the Registrant's latest fiscal year for which a Form 10-KSB 
         was required to have been filed.

(b)      The Registrant's Quarterly Report on Form 10-QSB for the three months
         ended March 31, 1996.

(c)      The description of the Registrant's common stock, par value $.01 per
         share, which is contained in a registration statement filed under 
         Section 12 of the Exchange Act, including any amendment or report 
         filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment 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.

Not Applicable.

Item 6.  Indemnification of Directors and Officers.

   The indemnification of officers and directors of the Company is governed by
Section 145 of the Delaware Gereral Corporation Law (the "DGCL") and the
Certificate of Incorporation (the "Certificate") and By-Laws of the Company.
Among other things, the DGCL permits indemnification of a director, officer,
employee or agent in civil, criminal, administrative or investigative actions,
suits or proceedings (other than an action by or in the right of the
corporation) to which such person is a party or is threatened to be made a
party by reason of the fact of such relationship with the corporation or the
fact that such person is or was serving in a similar capacity with another
entity at the request of the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and

                                   (3)
reasonably incurred by him if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. No indemnification
may be made in any such suit to any person adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery
or the court in which the action was brought determines that, despite the
adjudication of liability, such person is under all circumstances, fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Under the DGCL, to the extent that a director, officer, employee or
agent is successful, on the merits or otherwise, in the defense of any action,
suit or proceeding or any claim, issue or matter therein (whether or not the
suit is brought by or in the right of the corporation), he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him. In all cases in which indemnification is permitted
(unless ordered by a court), it may be made by the corporation only as
authorized in the specific case upon a determination that the applicable
standard of conduct has been met by the party to be indemnified. The
determination must be made by a majority vote of a quorum consisting of the
directors who were not parties to the action or, if such a quorum is not
obtainable, or even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
stockholders. The statute authorizes the corporation to pay expenses incurred
by an officer or director in advance of a final disposition of a proceeding
upon receipt of an undertaking by or on behalf of the person to whom the
advance will be made, to repay the advances if it shall ultimately be
determined that he was not entitled to indemnification. The DGCL provides that
indemnification and advances of expenses permitted thereunder are not to be
exclusive of any rights to which those seeking indemnification or advancement
of expenses may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise. The DGCL also authorizes the
corporation to purchase and maintain liability insurance on behalf of its
directors, officers, employees and agents regardless of whether the
corporation would have the statutory power to indemnify such persons against
the liabilities insured.

   The Certificate provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit.

   The By-Laws provide that directors, officers and others shall be
indemnified to the fullest extent authorized by the DGCL, as in effect (or, to
the extent indemnification is broadened, as it may be amended), against any
and all judgments, fines and amounts paid in settling or otherwise disposing
of threatened, pending or completed actions, suits or proceedings, whether
civil, criminal, administrative or investigative and expenses incurred by such
person in connection therewith. The By-Laws further provide that, to the
extent permitted by law, expenses so incurred by any such person in defending
a civil or criminal action or proceeding shall, at his request, be paid by the
Company in advance of the final disposition of such action or proceeding.

                                   (4)
The By-Laws provide that the right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may
have or acquire under any statute, provision of the Certificate or By-Laws or
otherwise.

   The Company maintains directors and officers liability and company
reimbursement insurance which, among other things, (i) provides for payment on
behalf of its officers and directors against loss as defined in the policy
stemming from acts committed by directors and officers in their capacity such
and (ii) provides for payment on behalf of the Company against such loss but
only when the Company shall be required or permitted to indemnify directors or
officers for such loss pursuant to statutory or common law or pursuant to duly
effective Certificate or By-Law provisions.

Item 7.  Exemption from Registration Claimed.

   Not Applicable.

Item 8.  Exhibits.

   The following exhibits are filed as part of this Registration Statement:
EXHIBIT NUMBER                  DESCRIPTION
- --------------             ----------------------
4.1                 Form of Representative's Unit Purchase Option.(1)

4.2                 Form of Warrant Agreement.(1)

4.3                 Specimen Warrant Certificate.(2)

4.4                 Specimen Stock Certificate.(2)
                    
4.5*                1994 Stock Option Plan of the Company, as amended.

4.6(1)*             Form of Stock Option Agreement.(3)

4.6(2)*             Form of Directors' Stock Option Agreement.(3)

5.1                 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

23.1                Consent of Hollander, Gilbert & Co.

23.2                Consent of Shereff, Friedman, Hoffman & Goodman, LLP 
                    (contained in Exhibit 5.1).
(5)
_______________________

*    Indicates exhibits relating to executive compensation.
(1)   Exhibits to the Company's Registration Statement on Form SB-2 filed 
      with the Commission on August 1, 1994 incorporated herein by reference.
(2)   Exhibits to the Company's Registration Statement on Form SB-2 filed 
      with the Commission on August 9, 1994 incorporated herein by reference.
(3)   Exhibits to the Company's Annual Report on Form 10-KSB for the year
      ended December 31, 1994 incorporated herein by reference. 

Item 9.  Undertakings.

   The undersigned small business issuer hereby undertakes that it will:

   (1)   file, during any period in which it offers or sell securities,
         a post-effective amendment to this registration statement to:

         (i)    include any prospectus required by Section 10(a)(3) of 
         the Act;

         (ii)   reflect in the prospectus any facts or events which, 
         individually or together, represent a fundamental change in the 
         information set forth in the registration statement; and

         (iii)  include any additional or changed material information on the
         plan of distribution;

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

   (3)   file a post-effective amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.

   (4)   for purposes of determining any liability under the Act, treat the
         information omitted from the form of prospectus filed as part of 
         this registration statement in reliance upon Rule 430A and contained 
         in a form of prospectus filed by the small business issuer pursuant 
         to Rule 424(b)(1) or (4) or 497(h) under the Act as part of this 
         registration statement as of the time the Commission declared it 
         effective; and 

   (5)   for the purpose of determining any liability under the Act, treat
         each post-effective amendment that contains a form of prospectus 
         as a new registration statement for the securities offered in the 
         registration statement, and that offering of such securities at 
         that time as the initial bona fide offering of those securities.

   Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the

                                   (6)
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of
any action, suit or proceeding) is asserted by such director, officer of
controlling person in connection with the securities being registered, the
small business issuer 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.

                                   (7)
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 San Diego, State of California on this 23rd day of
May, 1996.

                              FOTOBALL USA, INC.

                                            By:/s/ Michael Favish     
                                            ----------------------
                                            Michael Favish
                                            President, Chief Executive
                                            Officer and Director

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
and on the dates indicated:
Signature                   Titles                               Date
- ------------------        ---------------                     -----------
/s/ Michael Favish         President, Chief Executive Officer   May 23, 1996
- ------------------         Director (Principal Executive
Michael Favish             Officer)

/s/ David G. Forster       Vice President, Finance, Treasurer   May 23, 1996
- --------------------       Chief Financial Officer (Principal
David G. Forster           Financial & Accounting Officer)
                           
/s/ William R. Hasvold     Director                             May 23, 1996
- ----------------------
William R. Hasvold

/s/ Joel K. Rubenstein     Director                             May 23, 1996
- ----------------------
Joel K. Rubenstein

/s/ Sabin C. Streeter      Director                             May 23, 1996
- ---------------------
Sabin C. Streeter

/s/ Robert N. Weingarten   Director                             May 23, 1996
- ------------------------
Robert N. Weingarten
(8)
EXHIBIT INDEX
                             ----------------
Exhibit Number               Description
- ------------------         ---------------------
4.5                 1994 Stock Option Plan of the Company, as amended.

5.1                 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

23.1                Consent of Hollander, Gilbert & Co.
                    
23.2                Consent of Shereff, Friedman, Hoffman &
                    Goodman, LLP (contained in Exhibit 5.1).
(9)