As filed with the Securities and Exchange Commission on September 1, 1998
                    REGISTRATION NO. ____________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                            DIVOT GOLF CORPORATION
            (Exact Name of Registrant as Specified in its Charter)
                             DELAWARE 56-1781650
     (State or Other Jurisdiction (I.R.S. Employer Identification Number)
                      of Incorporation or Organization)

           201 N. Franklin Street, Suite 200, Tampa, Florida 39602
             (Address of Principal Executive Offices) (Zip Code)

                            DIVOT GOLF CORPORATION
             1994 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
                                     AND
                            1998 STOCK OPTION PLAN
                           (Full Title of the Plan)

                              JOSEPH R. CELLURA
                            Chairman of the Board
                         and Chief Executive Officer
                            Divot Golf Corporation
                      201 N. Franklin Street, Suite 200
                             Tampa, Florida 33602
                                (813) 222-0611
    (Name, address and telephone number, including area code, of agent for
                                   service)

                                   Copy to:
                               Joseph W.N. Rugg
                Annis, Mitchell, Cockey, Edwards & Roehn, P.A.
                            One Tampa City Center
                                  Suite 2100
                             Tampa, Florida 33601

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

     TITLE OF                       PROPOSED MAXIMUM   PROPOSED MAXIMUM
    SECURITIES       AMOUNT TO BE    OFFERING PRICE   AGGREGATE OFFERING    AMOUNT OF
 TO BE REGISTERED     REGISTERED      PER SHARE (1)       PRICE (1)      REGISTRATION FEE
 ----------------     ----------      -------------       ---------      ----------------
<S>                  <C>            <C>               <C>                <C>   

Common Stock, Par      1,600,000          $1.36           $2,176,000            $642
 Value $.001 Per       shares (2)
      Share
</TABLE>


(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457(h)(1) promulgated under the Securities Act of 1933, the
maximum  aggregate  offering price and the registration fee are based on a price
per share which represents the average of the high and low prices for the shares
of Divot  Golf's  Common  Stock as  reported  on August  28,  1998 on the Nasdaq
SmallCap Market.

(2) This  Registration  Statement also relates to such  indeterminate  number of
additional  shares of Common  Stock of the  Registrant  as may be  issuable as a
result  of  stock   splits,   stock   dividends,   recapitalizations,   mergers,
reorganizations, combinations or exchanges of shares or other similar events.

THIS  REGISTRATION  STATEMENT  SHALL  BECOME  EFFECTIVE  UPON  FILING  WITH  THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") IN ACCORDANCE WITH SECTION
8(a)  OF THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND  RULES  456  AND  462
PROMULGATED THEREUNDER.

1
<PAGE>


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

            Not required to be filed with the Commission.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

            Not required to be filed with the Commission.


                                   PART II

                    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

            The  following  documents  filed  or  to  be  filed  by  Divot  Golf
Corporation (the  "Registrant")  with the Commission are incorporated  herein by
reference:

            1.    The  Registrant's  Annual Report on Form 10-KSB for the year
                  ended December 31, 1997 (Commission File No. 0-24812).

            2.    The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarterly period ended March 31, 1998 (Commission File No.
                  0-24812).

            3.    The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarterly period ended June 30, 1998 (Commission File No.
                  0-24812).

            4.    The  Registrant's  Quarterly  Report on Form  10-QSB/A for the
                  quarterly period ended June 30, 1998 (Commission File No.
                  0-24812).

            5.    The Registrant's  Current Reports on Forms 8-K and Forms 8-K/A
                  filed with the  Commission on January 12, 1998 (two  filings),
                  February 13, 1998,  April 1, 1998,  April 15, 1998,  April 23,
                  1998,  April 30, 1998,  May 4, 1998,  May 28,  1998,  June 12,
                  1998, June 15, 1998, and June 19, 1998.

            6.    The  Registrant's  description of the securities  contained on
                  Forms 10 filed December 13, 1993 and September 15, 1994.

            7.    All other reports filed by the Registrant  pursuant to Section
                  13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
                  amended (the "Exchange Act"), since December 31, 1997.

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

            Any  statement  contained in this  Registration  Statement,  or in a
document 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 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.

            The  Registrant  will provide  without charge to each person to whom
the Prospectus  constituting a part of this Registration Statement is delivered,
on the written or oral request of any such  person,  a copy of any or all of the
documents  incorporated  herein and in the Prospectus by (other than exhibits to
such  documents  which are not  specifically  incorporated  by reference in such
documents).  Written  requests  for such  copies  should be directed to Investor
Relations,  Divot Golf  Corporation,  201 N. Franklin Street,  Suite 200, Tampa,
Florida 33602. Telephone requests may be directed to (813) 222-0611.

2
<PAGE>



ITEM 4.           DESCRIPTION OF SECURITIES.

            Not applicable.


ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

            None.


ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            General  Corporation  Law of  Delaware.  Section  145 of the General
Corporation Law of Delaware provides that in certain circumstances a corporation
shall have the power to indemnify  directors,  officers,  employees,  and agents
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  which are  reasonably  incurred by the person in connection  with
legal proceedings related to the corporation.

            The Certificate of Incorporation of the Registrant provides that (i)
the Registrant will indemnify any director,  officer,  employee, or agent of the
Registrant  with  respect to  actions,  suits,  or  proceedings  relating to the
Registrant if he acted in good faith and in a manner  reasonably  believed to be
in, or not  opposed  to, the  Registrant's  best  interests,  (ii) that any such
person subject to an action or suit that is by or in the right of the Registrant
shall be indemnified except that no indemnification shall be made if such person
shall  have been  adjudged  to be liable for  misconduct  or  negligence  in the
performance  of his  duties  to the  Registrant,  unless  judicially  determined
otherwise,  and (iii) that indemnification  shall not be deemed exclusive of any
other rights to which a person may be entitled  under any bylaw,  agreement,  or
otherwise.  This  indemnification  includes the right to advancement of expenses
when  allowed  pursuant  to  applicable  law.  The  Registrant,  pursuant to the
direction of the Board of  Directors,  may purchase and maintain  insurance,  in
amounts as the Board of Directors deem appropriate on behalf of those subject to
indemnification,  regardless of whether or not the  Registrant  has the power to
indemnify the person. Article 10 states that the personal liability of directors
is eliminated to the fullest extent permitted by Delaware law.

            Indemnification   Agreements.   The   Registrant  has  entered  into
indemnification  agreements with the executive  officers of the Registrant which
obligate the Registrant to contribute to the amount  expended or incurred by the
executives  in  legal   proceedings   relating  to  the   Registrant  for  which
indemnification  is not available or permitted.  The contribution  shall be in a
proportionate amount as is appropriate to reflect the relative benefits received
by the parties and their relative fault which resulted in the legal  proceeding.
However, no contribution shall be required if the executive's conduct is held to
be unlawful by a court having proper jurisdiction.

            Director and Officer Liability  Insurance.  The Registrant maintains
director and officer  liability  insurance which covers certain  liabilities and
expenses of officers and directors of the  Registrant  and covers the Registrant
for  reimbursement  of payments  to  directors  and  officers in respect of such
liabilities and expenses.

            As a result of the foregoing provisions and agreements, stockholders
may be discouraged from bringing suit against a director for breach of fiduciary
duty  and  may  reduce  the  likelihood  of  derivative  litigation  brought  by
stockholders on behalf of the Registrant against a director.


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.
3
<PAGE>

ITEM 8.           EXHIBITS



          Exhibit No.   Description
          -----------   ------------
              4.1       Brassie Golf Corporation 1994 Stock Option and
                        Restricted Stock Purchase Plan
              4.2
                        Divot Golf Corporation 1998 Stock Option Plan

               5        Opinion of Annis, Mitchell, Cockey, Edwards & Roehn,
                        P.A.

             23.1       Consent of Ernst & Young, LLP

             23.2       Consent of Annis, Mitchell, Cockey, Edwards & Roehn,
                        P.A. (included in Exhibit 5)

             24.1       Power of Attorney (included on signature page)


ITEM 9.           UNDERTAKINGS.

            A.    The Registrant hereby undertakes:

                  1. To file,  during  any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any  additional  or changed  material  information  with  respect to the plan of
distribution not previously disclosed in this Registration Statement.

                  2. That,  for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

            B. Insofar as  indemnification  for  liabilities  arising  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.

            C.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
4
<PAGE>

                                  SIGNATURES

Pursuant to the  requirements  of the Securities  Act, 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 Tampa, State of Florida, on September 1, 1998.

                            DIVOT GOLF CORPORATION


                                    By /s/ JOSEPH R. CELLURA
                                    -------------------------
                                    Joseph R. Cellura
                                    Chairman of the Board
                                    and Chief Executive Officer

KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  name  appears  below
constitutes and appoints Joseph R. Cellura and Clifford F. Bagnall,  and each of
them, his  attorney-in-fact,  with power of substitution  for him in any and all
capacities,  to  sign  any  amendments,   supplements,  subsequent  registration
statements  relating  to the  offering  to  which  this  Registration  Statement
relates, or other instruments he deems necessary or appropriate, and to file the
same, with exhibits thereto, and other documents in connection  therewith,  with
the Commission,  hereby ratifying and confirming all that said  attorney-in-fact
or his substitute may do or cause to be done by virtue hereof.

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

SIGNATURE                           TITLE                         DATE
------------                        -----                         ----

/S/ JOSEPH R. CELLURA         Chairman of the Board      September 1, 1998
---------------------
Joseph R. Cellura             Chief Executive Officer


 /S/ CLIFFORD F. BAGNALL      Director                   September 1, 1998
------------------------
Clifford F. Bagnall           Chief Operating Officer
                              Chief Financial Officer


 /S/ JEREMIAH M. DALY         Director                   September 1, 1998
----------------------
Jeremiah M. Daly              President



5
<PAGE>


                                INDEX TO EXHIBITS




                                                                     
         Exhibit No.                    Description                  Page Number
         -----------                    -----------                  -----------

             4.1               Brassie Golf Corporation                   (A)
                               1994 Stock Option and
                               Restricted Stock Purchase
             4.2               Plan

                               Divot Golf Corporation 1998
                               Stock Option Plan


              5                Opinion of Annis, Mitchell,
                               Cockey, Edwards & Roehn, P.A.

            23.1               Consent of Ernst & Young, LLP

            23.2               Consent of Annis, Mitchell,
                               Cockey, Edwards & Roehn,
                               P.A. (included in Exhibit 5)


            24.1               Power of Attorney (included
                               on signature page)








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

            (A)  Incorporated by reference from the  Registrant's  Form 10, file
No. 024812, filed on September 15, 1994.
6
<PAGE>
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{"company-data": {"conformed-name": "DIVOT GOLF CORP", "cik": "0000916184", "assigned-sic": "7990", "irs-number": "561781650", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63477", "film-number": "98710046"}, "business-address": {"street1": "ONE TAMPA CITY CENTER", "street2": "SUITE 200", "city": "TAMPA", "state": "FL", "zip": "33602", "phone": "8132220611"}, "mail-address": {"street1": "ONE TAMPA CITY CENTER", "street2": "SUITE 200", "city": "TAMPA", "state": "FL", "zip": "33602"}, "former-company": {"former-conformed-name": "BRASSIE GOLF CORP", "date-changed": "19931214"}}
As filed with the Securities and Exchange Commission on September 1, 1998
                    REGISTRATION NO. ____________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                            DIVOT GOLF CORPORATION
            (Exact Name of Registrant as Specified in its Charter)
                             DELAWARE 56-1781650
     (State or Other Jurisdiction (I.R.S. Employer Identification Number)
                      of Incorporation or Organization)

           201 N. Franklin Street, Suite 200, Tampa, Florida 39602
             (Address of Principal Executive Offices) (Zip Code)

                            DIVOT GOLF CORPORATION
             1994 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
                                     AND
                            1998 STOCK OPTION PLAN
                           (Full Title of the Plan)

                              JOSEPH R. CELLURA
                            Chairman of the Board
                         and Chief Executive Officer
                            Divot Golf Corporation
                      201 N. Franklin Street, Suite 200
                             Tampa, Florida 33602
                                (813) 222-0611
    (Name, address and telephone number, including area code, of agent for
                                   service)

                                   Copy to:
                               Joseph W.N. Rugg
                Annis, Mitchell, Cockey, Edwards & Roehn, P.A.
                            One Tampa City Center
                                  Suite 2100
                             Tampa, Florida 33601

                       CALCULATION OF REGISTRATION FEE
TITLE OF                       PROPOSED MAXIMUM   PROPOSED MAXIMUM
    SECURITIES       AMOUNT TO BE    OFFERING PRICE   AGGREGATE OFFERING    AMOUNT OF
 TO BE REGISTERED     REGISTERED      PER SHARE (1)       PRICE (1)      REGISTRATION FEE
 ----------------     ----------      -------------       ---------      ----------------
Common Stock, Par      1,600,000          $1.36           $2,176,000            $642
 Value $.001 Per       shares (2)
      Share
(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457(h)(1) promulgated under the Securities Act of 1933, the
maximum  aggregate  offering price and the registration fee are based on a price
per share which represents the average of the high and low prices for the shares
of Divot  Golf's  Common  Stock as  reported  on August  28,  1998 on the Nasdaq
SmallCap Market.

(2) This  Registration  Statement also relates to such  indeterminate  number of
additional  shares of Common  Stock of the  Registrant  as may be  issuable as a
result  of  stock   splits,   stock   dividends,   recapitalizations,   mergers,
reorganizations, combinations or exchanges of shares or other similar events.

THIS  REGISTRATION  STATEMENT  SHALL  BECOME  EFFECTIVE  UPON  FILING  WITH  THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") IN ACCORDANCE WITH SECTION
8(a)  OF THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND  RULES  456  AND  462
PROMULGATED THEREUNDER.

1
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

            Not required to be filed with the Commission.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

            Not required to be filed with the Commission.

                                   PART II

                    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

            The  following  documents  filed  or  to  be  filed  by  Divot  Golf
Corporation (the  "Registrant")  with the Commission are incorporated  herein by
reference:

            1.    The  Registrant's  Annual Report on Form 10-KSB for the year
                  ended December 31, 1997 (Commission File No. 0-24812).

            2.    The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarterly period ended March 31, 1998 (Commission File No.
                  0-24812).

            3.    The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarterly period ended June 30, 1998 (Commission File No.
                  0-24812).

            4.    The  Registrant's  Quarterly  Report on Form  10-QSB/A for the
                  quarterly period ended June 30, 1998 (Commission File No.
                  0-24812).

            5.    The Registrant's  Current Reports on Forms 8-K and Forms 8-K/A
                  filed with the  Commission on January 12, 1998 (two  filings),
                  February 13, 1998,  April 1, 1998,  April 15, 1998,  April 23,
                  1998,  April 30, 1998,  May 4, 1998,  May 28,  1998,  June 12,
                  1998, June 15, 1998, and June 19, 1998.

            6.    The  Registrant's  description of the securities  contained on
                  Forms 10 filed December 13, 1993 and September 15, 1994.

            7.    All other reports filed by the Registrant  pursuant to Section
                  13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
                  amended (the "Exchange Act"), since December 31, 1997.

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

            Any  statement  contained in this  Registration  Statement,  or in a
document 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 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.

            The  Registrant  will provide  without charge to each person to whom
the Prospectus  constituting a part of this Registration Statement is delivered,
on the written or oral request of any such  person,  a copy of any or all of the
documents  incorporated  herein and in the Prospectus by (other than exhibits to
such  documents  which are not  specifically  incorporated  by reference in such
documents).  Written  requests  for such  copies  should be directed to Investor
Relations,  Divot Golf  Corporation,  201 N. Franklin Street,  Suite 200, Tampa,
Florida 33602. Telephone requests may be directed to (813) 222-0611.

2
ITEM 4.           DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

            None.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            General  Corporation  Law of  Delaware.  Section  145 of the General
Corporation Law of Delaware provides that in certain circumstances a corporation
shall have the power to indemnify  directors,  officers,  employees,  and agents
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  which are  reasonably  incurred by the person in connection  with
legal proceedings related to the corporation.

            The Certificate of Incorporation of the Registrant provides that (i)
the Registrant will indemnify any director,  officer,  employee, or agent of the
Registrant  with  respect to  actions,  suits,  or  proceedings  relating to the
Registrant if he acted in good faith and in a manner  reasonably  believed to be
in, or not  opposed  to, the  Registrant's  best  interests,  (ii) that any such
person subject to an action or suit that is by or in the right of the Registrant
shall be indemnified except that no indemnification shall be made if such person
shall  have been  adjudged  to be liable for  misconduct  or  negligence  in the
performance  of his  duties  to the  Registrant,  unless  judicially  determined
otherwise,  and (iii) that indemnification  shall not be deemed exclusive of any
other rights to which a person may be entitled  under any bylaw,  agreement,  or
otherwise.  This  indemnification  includes the right to advancement of expenses
when  allowed  pursuant  to  applicable  law.  The  Registrant,  pursuant to the
direction of the Board of  Directors,  may purchase and maintain  insurance,  in
amounts as the Board of Directors deem appropriate on behalf of those subject to
indemnification,  regardless of whether or not the  Registrant  has the power to
indemnify the person. Article 10 states that the personal liability of directors
is eliminated to the fullest extent permitted by Delaware law.

            Indemnification   Agreements.   The   Registrant  has  entered  into
indemnification  agreements with the executive  officers of the Registrant which
obligate the Registrant to contribute to the amount  expended or incurred by the
executives  in  legal   proceedings   relating  to  the   Registrant  for  which
indemnification  is not available or permitted.  The contribution  shall be in a
proportionate amount as is appropriate to reflect the relative benefits received
by the parties and their relative fault which resulted in the legal  proceeding.
However, no contribution shall be required if the executive's conduct is held to
be unlawful by a court having proper jurisdiction.

            Director and Officer Liability  Insurance.  The Registrant maintains
director and officer  liability  insurance which covers certain  liabilities and
expenses of officers and directors of the  Registrant  and covers the Registrant
for  reimbursement  of payments  to  directors  and  officers in respect of such
liabilities and expenses.

            As a result of the foregoing provisions and agreements, stockholders
may be discouraged from bringing suit against a director for breach of fiduciary
duty  and  may  reduce  the  likelihood  of  derivative  litigation  brought  by
stockholders on behalf of the Registrant against a director.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.
3
ITEM 8.           EXHIBITS

          Exhibit No.   Description
          -----------   ------------
              4.1       Brassie Golf Corporation 1994 Stock Option and
                        Restricted Stock Purchase Plan
              4.2
                        Divot Golf Corporation 1998 Stock Option Plan

               5        Opinion of Annis, Mitchell, Cockey, Edwards & Roehn,
                        P.A.

             23.1       Consent of Ernst & Young, LLP

             23.2       Consent of Annis, Mitchell, Cockey, Edwards & Roehn,
                        P.A. (included in Exhibit 5)

             24.1       Power of Attorney (included on signature page)

ITEM 9.           UNDERTAKINGS.

            A.    The Registrant hereby undertakes:

                  1. To file,  during  any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any  additional  or changed  material  information  with  respect to the plan of
distribution not previously disclosed in this Registration Statement.

                  2. That,  for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

            B. Insofar as  indemnification  for  liabilities  arising  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.

            C.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
4
SIGNATURES

Pursuant to the  requirements  of the Securities  Act, 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 Tampa, State of Florida, on September 1, 1998.

                            DIVOT GOLF CORPORATION

                                    By /s/ JOSEPH R. CELLURA
                                    -------------------------
                                    Joseph R. Cellura
                                    Chairman of the Board
                                    and Chief Executive Officer

KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  name  appears  below
constitutes and appoints Joseph R. Cellura and Clifford F. Bagnall,  and each of
them, his  attorney-in-fact,  with power of substitution  for him in any and all
capacities,  to  sign  any  amendments,   supplements,  subsequent  registration
statements  relating  to the  offering  to  which  this  Registration  Statement
relates, or other instruments he deems necessary or appropriate, and to file the
same, with exhibits thereto, and other documents in connection  therewith,  with
the Commission,  hereby ratifying and confirming all that said  attorney-in-fact
or his substitute may do or cause to be done by virtue hereof.

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

SIGNATURE                           TITLE                         DATE
------------                        -----                         ----

/S/ JOSEPH R. CELLURA         Chairman of the Board      September 1, 1998
---------------------
Joseph R. Cellura             Chief Executive Officer

 /S/ CLIFFORD F. BAGNALL      Director                   September 1, 1998
------------------------
Clifford F. Bagnall           Chief Operating Officer
                              Chief Financial Officer

 /S/ JEREMIAH M. DALY         Director                   September 1, 1998
----------------------
Jeremiah M. Daly              President

5
INDEX TO EXHIBITS

                                                                     
         Exhibit No.                    Description                  Page Number
         -----------                    -----------                  -----------

             4.1               Brassie Golf Corporation                   (A)
                               1994 Stock Option and
                               Restricted Stock Purchase
             4.2               Plan

                               Divot Golf Corporation 1998
                               Stock Option Plan

              5                Opinion of Annis, Mitchell,
                               Cockey, Edwards & Roehn, P.A.

            23.1               Consent of Ernst & Young, LLP

            23.2               Consent of Annis, Mitchell,
                               Cockey, Edwards & Roehn,
                               P.A. (included in Exhibit 5)

            24.1               Power of Attorney (included
                               on signature page)

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

            (A)  Incorporated by reference from the  Registrant's  Form 10, file
No. 024812, filed on September 15, 1994.
6