As filed with the Securities and Exchange Commission on July 23, 1998
                          Registration No. 333-_______

                      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 
   incorporation or organization)                 Identification No.)


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

                   FOTOBALL USA, INC. 1998 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)

                                    1<PAGE>
CALCULATION OF REGISTRATION FEE

 Title of                        Proposed        Proposed           Amount
Securities        Amount          maximum         maximum             of
  to be          to be          offering price    aggregate       registration
registered     registered (1)    per share (2)  offering price (2)    fee
______________________________________________________________________________
Common Stock,   500,000 shares   $2.00           $1,000,000          $295.00
par value
$.01 per share

(1)   Pursuant to Rule 416, this Registration Statement also covers such 
      additional securities as may become issuable to prevent dilution
      resulting from stock splits, stock dividends or similar transactions.

(2)   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
      shares of common stock, par value $.01 per share, of the Registrant on
      the Nasdaq Market on July 17, 1998.




































                                    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, 1997, 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, 1998.

     (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.

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by reference herein shall be deemed to be modified or superseded for purposes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  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration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

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.






                                    3<PAGE>
Item 6.  Indemnification of Directors and Officers.

     The indemnification of officers and directors of the Company is governed
by Section 145 of the Delaware General 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 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.
                                    4<PAGE>


     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.


     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*                 Fotoball USA, Inc. 1998 Stock Option Plan.
4.2*                 Form of Stock Option Agreement for the Fotoball USA, Inc.
                      1998 Stock Option Plan.
5.1                  Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1                 Consent of Hollander, Lumer & Co., LLP.
23.2                 Consent of Shereff, Friedman, Hoffman & Goodman, LLP
                      (contained in Exhibit 5.1).
_______________________

*  Indicates exhibits relating to executive compensation.








                                   5<PAGE>

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
                   Securities 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.
                   Notwithstanding the foregoing, any increase or decrease in
                   volume of securities offered (if the total dollar value of
                   securities offered would not exceed that which was
                   registered) and any deviation from the low or high end of
                   the estimated maximum offering range may be reflected in the
                   form of prospectus filed with the Commission pursuant to
                   Rule 424(b) if, in the aggregate, the changes in volume and
                   price represent no more than a 20% change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration Fee" table in the effective registration; and

                   Note:  Small business issuers do not need to give the
                   statements in paragraphs (1)(i) and (1)(ii) of this Item if
                   the registration statement is on Form S-3 or S-8, and the
                   information required in a post-effective amendment is
                   incorporated by reference by periodic reports filed by the
                   small business issuer under the Exchange Act.

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

       (2)    for determining liability under the Securities 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 Securities
              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 Securities Act as part of this registration
              statement as of the time the Commission declared it effective;
              and

       (5)    for of determining any liability under the Securities 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.
          
                                    6<PAGE>

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (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 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 or 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 22nd day of July, 1998.


                                       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          July 22, 1998
------------------            Officer and Director
Michael Favish               (Principal Executive Officer)  



/s/ David G. Forster         Executive Vice President,           July 22, 1998
--------------------          Finance, Treasurer and
David G. Forster              Chief Financial Officer (Principal
                              Financial & Accounting Officer)
  
                                                                 
/s/ Salvatore T. DiMascio    Director                            July 22, 1998
-------------------------
Salvatore T. DiMascio


/s/ Joel K. Rubenstein       Director                            July 22, 1998
----------------------
Joel K. Rubenstein


/s/ Nicholas A. Giordano     Director                            July 22, 1998
------------------------
Nicholas A. Giordano

                                     8<PAGE>
   


                                 EXHIBIT INDEX


Exhibit Number                   Description

    4.1         Fotoball USA, Inc. 1998 Stock Option Plan.
    4.2         Form of Stock Option Agreement for the 1998 Stock Option Plan.
    5.1         Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
   23.1         Consent of Hollander, Lumer & Co., LLP.













































                                    9<PAGE>
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{"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": "333-59669", "film-number": "98670134"}, "business-address": {"street1": "3738 RUFFIN RD", "city": "SAN DIEGO", "state": "CA", "zip": "92123", "phone": "6194679900"}, "mail-address": {"street1": "3738 RUFFIN ROAD", "street2": "3738 RUFFIN ROAD", "city": "SAN DIEGO", "state": "CA", "zip": "92123"}}
As filed with the Securities and Exchange Commission on July 23, 1998
                          Registration No. 333-_______

                      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 
   incorporation or organization)                 Identification No.)

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

                   FOTOBALL USA, INC. 1998 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)

                                    1
CALCULATION OF REGISTRATION FEE

 Title of                        Proposed        Proposed           Amount
Securities        Amount          maximum         maximum             of
  to be          to be          offering price    aggregate       registration
registered     registered (1)    per share (2)  offering price (2)    fee
______________________________________________________________________________
Common Stock,   500,000 shares   $2.00           $1,000,000          $295.00
par value
$.01 per share

(1)   Pursuant to Rule 416, this Registration Statement also covers such 
      additional securities as may become issuable to prevent dilution
      resulting from stock splits, stock dividends or similar transactions.

(2)   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
      shares of common stock, par value $.01 per share, of the Registrant on
      the Nasdaq Market on July 17, 1998.

                                    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, 1997, 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, 1998.

     (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.

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

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

                                    3
Item 6.  Indemnification of Directors and Officers.

     The indemnification of officers and directors of the Company is governed
by Section 145 of the Delaware General 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 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.
                                    4
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.

     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*                 Fotoball USA, Inc. 1998 Stock Option Plan.
4.2*                 Form of Stock Option Agreement for the Fotoball USA, Inc.
                      1998 Stock Option Plan.
5.1                  Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1                 Consent of Hollander, Lumer & Co., LLP.
23.2                 Consent of Shereff, Friedman, Hoffman & Goodman, LLP
                      (contained in Exhibit 5.1).
_______________________

*  Indicates exhibits relating to executive compensation.

                                   5
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
                   Securities 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.
                   Notwithstanding the foregoing, any increase or decrease in
                   volume of securities offered (if the total dollar value of
                   securities offered would not exceed that which was
                   registered) and any deviation from the low or high end of
                   the estimated maximum offering range may be reflected in the
                   form of prospectus filed with the Commission pursuant to
                   Rule 424(b) if, in the aggregate, the changes in volume and
                   price represent no more than a 20% change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration Fee" table in the effective registration; and

                   Note:  Small business issuers do not need to give the
                   statements in paragraphs (1)(i) and (1)(ii) of this Item if
                   the registration statement is on Form S-3 or S-8, and the
                   information required in a post-effective amendment is
                   incorporated by reference by periodic reports filed by the
                   small business issuer under the Exchange Act.

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

       (2)    for determining liability under the Securities 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 Securities
              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 Securities Act as part of this registration
              statement as of the time the Commission declared it effective;
              and

       (5)    for of determining any liability under the Securities 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.
          
                                    6
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (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 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 or 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 22nd day of July, 1998.

                                       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          July 22, 1998
------------------            Officer and Director
Michael Favish               (Principal Executive Officer)  

/s/ David G. Forster         Executive Vice President,           July 22, 1998
--------------------          Finance, Treasurer and
David G. Forster              Chief Financial Officer (Principal
                              Financial & Accounting Officer)
  
                                                                 
/s/ Salvatore T. DiMascio    Director                            July 22, 1998
-------------------------
Salvatore T. DiMascio

/s/ Joel K. Rubenstein       Director                            July 22, 1998
----------------------
Joel K. Rubenstein

/s/ Nicholas A. Giordano     Director                            July 22, 1998
------------------------
Nicholas A. Giordano

                                     8
EXHIBIT INDEX

Exhibit Number                   Description

    4.1         Fotoball USA, Inc. 1998 Stock Option Plan.
    4.2         Form of Stock Option Agreement for the 1998 Stock Option Plan.
    5.1         Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
   23.1         Consent of Hollander, Lumer & Co., LLP.

                                    9