FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                   PRIME CAPITAL CORPORATION
                   -------------------------
    (Exact name of Registrant as specified in its charter)

        Delaware                             363347311
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)


10275 West Higgins Road, Suite 200
     Rosemont, Illinois                           60018
---------------------------------------      ----------------
(Address of principal executive offices)        (zip code)


        Prime Capital Corporation 1997 Stock Option Plan
        ------------------------------------------------
                   (Full title of the plan)


                     Jeffrey A. Olson, Esq.
                       Corporate Counsel


                   PRIME CAPITAL CORPORATION
               10275 West Higgins Road, Suite 200
                    Rosemont, Illinois 60018
                 -----------------------------
            (Name and Address of agent for service)


                        (847)294-6000
        -------------------------------------------------
(Telephone number, including area code, of agent for service)

              CALCULATION OF REGISTRATION FEE

                              Proposed  Proposed
                              Maximum   Maximum
Title of       Amount         Offering  Aggregate Amount of
Securities to  to be          Price per Offering  Registration
Be Registered  Registered     Share (1) Price (1) Fee
--------------------------------------------------------------
Common Stock   185,566        $5.1565   $956,871.08
($.05 Par      shares
Value)                                            $289.96
--------------------------------------------------------------


Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, and based upon the average of the high and low prices
of the Registrant's Common Stock as reported by Nasdaq on
December 22, 1997, 1997.

PART II
-------

Item 3.   Incorporation of Documents by Reference.
--------------------------------------------------

     The following documents, which have been filed with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the `Exchange Act'), are hereby incorporated by
reference in, and shall be deemed to be a part of, this
Registration Statement: Prime Capital Corporation's Annual
Report on Form 10-KSB for the year ended December 31, 1996, its
Quarterly Report on Form 10-QSB for the quarter ended September
30,1997, its Current Reports on Form 8-K dated June 16, 1997,
and its Notice of Annual Meeting of the Stockholders and Proxy
Statement on Form DEF 14A dated June 3, 1997.

     All documents filed by Prime Capital Corporation or the
Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the Plan or the filing of a post-effective
amendment which indicated that all the securities offered hereby
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference into the Registration Statement and to be a part
thereof from the respective dates 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
---------------------------------------------------

     Prime Capital Corporation (the 'Registrant') has adopted
provisions in its Certificate of Incorporation (the
'Certificate'), which require the Registrant to indemnify each
person who is or was a director or officer of the Registrant,
and each person who serves or served at the request of the
Registrant as a director or officer of another enterprise, in
accordance with, and to the fullest extent authorized by, the
General Corporation Law of the State of Delaware.

     In addition, the Registrant's by-laws require that each
person who at any time is or shall have been a director,
officer, employee or agent of this corporation, or is or shall
have been serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, and his
heirs, executors and administrators, shall be indemnified by
this corporation in accordance with and to the full extent
permitted by the Delaware General Corporation Law as in effect
at the time of adoption of this by-law or as amended from time
to time.  The foregoing right of indemnification shall not be
deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
If authorized by the Board of Directors, the corporation may
purchase and maintain insurance on behalf of any person to the
full extent permitted by the Delaware General Corporation Law as
in effect at the time of the adoption of this by-law or as
amended from time to time.

Item 7.   Exemption from Registration Claimed
---------------------------------------------

     Not Applicable.


Item 8.   Exhibits.
-------------------

4.1  Prime Capital Corporation 1997 Stock Option Plan
(incorporated by reference to Exhibit A to the Notice of Annual
Meeting of Stockholders and Proxy Statement on Form DEF 14A
dated June 3, 1997).

23.1 *    Consent of KPMG Peat Marwick LLP.

---------------------
* Filed herewith.

Item 9.   Undertakings
----------------------

     The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being
made, a post effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

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.

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.

     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.


     Insofar as indemnification for liabilities under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.


SIGNATURES
----------

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing 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 Rosemont, State of Illinois, on
December 23, 1997.


                         PRIME CAPITAL CORPORATION



                         By:       /S/ James  A. Friedman
                                   (James A. Friedman)
                         Title:    President, Chief Executive
                                   Officer


     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/ James A. Friedman     Director, President
(James A. Friedman)       and Chief Executive
                          Officer              December 23, 1997


/s/ Vern E. Landeck       Chief Financial
(Vern E. Landeck)         Officer              December 23, 1997


/s/ Mark P. Bischoff      Director             December 23, 1997
(Mark P. Bischoff)


/s/ Leander W.Jennings    Director             December 23, 1997
(Leander W. Jennings)



/s/ William D. Smithburg  Director             December 23,1997
(William D. Smithburg)



/s/ Robert R. Youngquist  Director             December 23,1997
(Robert R. Youngquist, D.D.S.)
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FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                   PRIME CAPITAL CORPORATION
                   -------------------------
    (Exact name of Registrant as specified in its charter)

        Delaware                             363347311
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

10275 West Higgins Road, Suite 200
     Rosemont, Illinois                           60018
---------------------------------------      ----------------
(Address of principal executive offices)        (zip code)

        Prime Capital Corporation 1997 Stock Option Plan
        ------------------------------------------------
                   (Full title of the plan)

                     Jeffrey A. Olson, Esq.
                       Corporate Counsel

                   PRIME CAPITAL CORPORATION
               10275 West Higgins Road, Suite 200
                    Rosemont, Illinois 60018
                 -----------------------------
            (Name and Address of agent for service)

                        (847)294-6000
        -------------------------------------------------
(Telephone number, including area code, of agent for service)

              CALCULATION OF REGISTRATION FEE

                              Proposed  Proposed
                              Maximum   Maximum
Title of       Amount         Offering  Aggregate Amount of
Securities to  to be          Price per Offering  Registration
Be Registered  Registered     Share (1) Price (1) Fee
--------------------------------------------------------------
Common Stock   185,566        $5.1565   $956,871.08
($.05 Par      shares
Value)                                            $289.96
--------------------------------------------------------------

Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, and based upon the average of the high and low prices
of the Registrant's Common Stock as reported by Nasdaq on
December 22, 1997, 1997.

PART II
-------

Item 3.   Incorporation of Documents by Reference.
--------------------------------------------------

     The following documents, which have been filed with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the `Exchange Act'), are hereby incorporated by
reference in, and shall be deemed to be a part of, this
Registration Statement: Prime Capital Corporation's Annual
Report on Form 10-KSB for the year ended December 31, 1996, its
Quarterly Report on Form 10-QSB for the quarter ended September
30,1997, its Current Reports on Form 8-K dated June 16, 1997,
and its Notice of Annual Meeting of the Stockholders and Proxy
Statement on Form DEF 14A dated June 3, 1997.

     All documents filed by Prime Capital Corporation or the
Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the Plan or the filing of a post-effective
amendment which indicated that all the securities offered hereby
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference into the Registration Statement and to be a part
thereof from the respective dates 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
---------------------------------------------------

     Prime Capital Corporation (the 'Registrant') has adopted
provisions in its Certificate of Incorporation (the
'Certificate'), which require the Registrant to indemnify each
person who is or was a director or officer of the Registrant,
and each person who serves or served at the request of the
Registrant as a director or officer of another enterprise, in
accordance with, and to the fullest extent authorized by, the
General Corporation Law of the State of Delaware.

     In addition, the Registrant's by-laws require that each
person who at any time is or shall have been a director,
officer, employee or agent of this corporation, or is or shall
have been serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, and his
heirs, executors and administrators, shall be indemnified by
this corporation in accordance with and to the full extent
permitted by the Delaware General Corporation Law as in effect
at the time of adoption of this by-law or as amended from time
to time.  The foregoing right of indemnification shall not be
deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
If authorized by the Board of Directors, the corporation may
purchase and maintain insurance on behalf of any person to the
full extent permitted by the Delaware General Corporation Law as
in effect at the time of the adoption of this by-law or as
amended from time to time.

Item 7.   Exemption from Registration Claimed
---------------------------------------------

     Not Applicable.

Item 8.   Exhibits.
-------------------

4.1  Prime Capital Corporation 1997 Stock Option Plan
(incorporated by reference to Exhibit A to the Notice of Annual
Meeting of Stockholders and Proxy Statement on Form DEF 14A
dated June 3, 1997).

23.1 *    Consent of KPMG Peat Marwick LLP.

---------------------
* Filed herewith.

Item 9.   Undertakings
----------------------

     The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being
made, a post effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

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.

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.

     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

     Insofar as indemnification for liabilities under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.

SIGNATURES
----------

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing 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 Rosemont, State of Illinois, on
December 23, 1997.

                         PRIME CAPITAL CORPORATION

                         By:       /S/ James  A. Friedman
                                   (James A. Friedman)
                         Title:    President, Chief Executive
                                   Officer

     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/ James A. Friedman     Director, President
(James A. Friedman)       and Chief Executive
                          Officer              December 23, 1997

/s/ Vern E. Landeck       Chief Financial
(Vern E. Landeck)         Officer              December 23, 1997

/s/ Mark P. Bischoff      Director             December 23, 1997
(Mark P. Bischoff)

/s/ Leander W.Jennings    Director             December 23, 1997
(Leander W. Jennings)

/s/ William D. Smithburg  Director             December 23,1997
(William D. Smithburg)

/s/ Robert R. Youngquist  Director             December 23,1997
(Robert R. Youngquist, D.D.S.)