As filed with the Securities and Exchange Commission on June 4, 2002

                                                            Registration No. 33-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                            FOCUS ENHANCEMENTS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                         04-3144936
   (State or Other Jurisdiction                              (IRS Employer
of Incorporation or Organization)                            Identification No.)


                            FOCUS ENHANCEMENTS, INC.
                      1998 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

                                1370 Dell Avenue
                           Campbell, California 95008
                                 (408) 866-8300
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                               Michael L. D'Addio
                      President and Chief Executive Officer
                            FOCUS Enhancements, Inc.
                                1370 Dell Avenue
                           Campbell, California 95008
                                 (408) 866-8300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   Copies to:
                            Gregory A. Gehlmann, Esq.
                          Manatt Phelps & Phillips, LLP
                          1501 M Street, NW, Suite 700
                              Washington, DC 20005
                                 (202) 463-4334

<PAGE>

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
============================== ======================== ========================== ========================== ======================

  Title of Securities to           Amount to be          Proposed Maximum           Proposed Maximum               Amount of
     Be Registered                 Registered(1)          Offering Price Per        Aggregate Offering         Registration Fee
                                                            Share(2)                  Price(2)
------------------------------ ------------------------ -------------------------- -------------------------- ----------------------
<S>                               <C>                       <C>                       <C>                        <C>
  Common Stock                    1,250,000                 $1.575                    $1,968,750.00              $181.13
------------------------------ ------------------------ -------------------------- -------------------------- ----------------------
        Total                     1,250,000                 $1.575                    $1,968,750.00              $181.13
============================== ======================== ========================== ========================== ======================
</TABLE>

(1) These  shares are  reserved  for  issuance  pursuant to Focus  Enhancements,
    Inc.'s 1998 Non Qualified  Stock Option Plan (the "Plan").  Pursuant to Rule
    416,  also being  registered  are  additional  shares of common stock as may
    become  issuable  under the Plan  through  the  operation  of  anti-dilution
    provisions.

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant to Rule 457(h) and based upon the average of the high and low sales
    price of the common stock of Focus  Enhancements,  Inc. in the  consolidated
    reporting  system of the NASDAQ Small Cap Market  System on May 29, 2002, of
    $1.575.

<PAGE>

                                     PART I
               INFORMATION REQUIRED IN THE SECTION 10(a) PRSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

         *This  Registration  Statement relates to the registration of 1,250,000
shares of Focus Enhancements, Inc. (the "Company" or "Registrant") common stock,
$0.01 par value per share (the "Common Stock")  issuable to employees,  officers
and directors of the Focus as  compensation  for services in accordance with the
Focus  Enhancements,  Inc.  1998  Non-Qualified  Stock Option Plan (the "Plan").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424, in reliance on Rule 428.

<PAGE>

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents  of  Focus  Enhancements,  Inc.,  a  Delaware
corporation,  previously  filed  with the  Securities  and  Exchange  Commission
("SEC") are incorporated by reference:

         (1)  Our Annual Report on Form 10-KSB, for the year  ended December 31,
              2001;

         (2)  Our  Quarterly  Report on Form 10-QSB for the quarter  ended March
              31, 2002;

         (3)  The description of our Common Stock contained in our  Registration
              Statement  on Form SB-2,  File No.  33-60248-B  together  with any
              amendment or report filed with the SEC for the purpose of updating
              such description.

         All  documents  subsequently  filed by us pursuant  to Sections  13(a),
13(c), 14 or 15(d) or the Securities Exchange Act of 1934, as amended,  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  hereunder  have  been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement and the Prospectus  that is part hereof from the date of
filing such  documents.  Any statement  contained 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 subsequently  filed document which also is
deemed to be  incorporated  by  reference  herein  modifies or  supercedes  such
statement.  Any such  statement so modified or  superceded  shall not be deemed,
except as so modified or superceded,  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.

Item 6.  Indemnification of Directors and Officers.

         The  General  Corporation  Law of  the  State  of  Delaware  permits  a
corporation to indemnify its directors,  officers,  employees and agents for any
liability arising out of an action or threatened action, other than an action by
or in the right of the  corporation,  to which such person is a party due to his
or her service as a director,  officer,  employee or agent,  provided  that such
person acted in good faith and in a manner he or she  reasonably  believed to be
in, or not opposed to, the best interests of the  corporation,  and with respect
to any criminal  action,  which he or she had no reason to believe was unlawful.
The General  Corporation  Law of the State of Delaware  permits a corporation to
indemnify  its  directors,  officers,  employees  and agents  for any  liability
arising  out  of an  action  or  threatened  action  by or in the  right  of the
corporation  to which  such  person  is a party due to his or her  service  as a
director,  officer,  employee or agent,  provided that such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the  best  interests  of the  corporation,  except  that  there  may be no  such
indemnification if the person is found liable to the corporation unless, in such
a case, the court  determines  that such person is entitled to  indemnification.
Focus'  Certificate of  Incorporation  provides for the  indemnification  of its
directors and officers.

         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

<PAGE>

connection with the securities being registered, the small business issuer will,
unless in the  opinion of 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.

         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 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.

Item 7.  Exemption from Registration Claimed.

         None.

<PAGE>

Item 8.  Exhibits.


Exhibit
Number                                    Description
------                                    -----------

4.1      Specimen  Certificate of the Registrant,  filed as an Exhibit to Focus'
         Registration  Statement on Form SB-2, No. 33-60248-B,  and incorporated
         herein by reference.

5.1      Opinion of Manatt, Phelps & Phillips, LLP.

23.1     Consent of Wolf & Company, P.C.

23.2     Consent of Deloitte & Touche, LLP.

23.3     Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1).

99.1     Registrant's 1998 Non-Qualified Stock Option Plan.

Item 9.  Undertakings.

         1. The undersigned small business issuer hereby undertakes:

            (i) 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.

            (ii) For  determining  liability  under the  Securities Act of 1933,
treat each  post-effective  amendment  25 a new  registration  statement  of the
securities  offered,  and the offering of the  securities at that time to be the
initial bona fide offering.

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

         2. The undersigned  small business issuer hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the small business issuer's annual report pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 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 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 it counsel,  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

                  Pursuant  to the  requirements  of  the  Securities  Act,  the
registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned  thereunto duly  authorized,  in the City of Campbell,
State of California, on May 30, 2002.

                                  FOCUS ENHANCEMENTS, INC.

                                  By: /s/ Gary L. Williams
                                      ----------------------------
                                      Gary L. Williams
                                      Vice President and Chief Financial Officer
                                      (Principal Financial Officer)

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby  authorizes  Michael L. D'Addio  and/or Gary L. Williams each of them, to
file one or more amendments (including additional post-effective  amendments) to
this  Registration  Statement,  which amendments may make such changes as any of
such  persons  deem  appropriate,  and  each  person,  individually  and in each
capacity stated below,  hereby appoints each of such persons as attorney-in-fact
to  execute  in his  name  and on his  behalf  any  of  such  amendments  to the
Registration Statement.

         Pursuant to the  requirements  of the Securities Act, this amendment to
the registrant's registration statement has been signed by the following persons
in the capacities and on the dates  indicated.  In accordance  with the Exchange
Act, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signature                                   Title                                     Date
---------                                   -----                                     ----

<S>                                         <C>                                       <C>
/s/ Michael L. D'Addio                      President, Chief                          May 30, 2002
---------------------------------------     Executive Officer & Director
Michael L. D'Addio

/s/ Gary L. Williams                        Vice President of Finance                 May 30, 2002
---------------------------------------     & Chief Financial Officer
Gary L. Williams

/s/ Thomas L. Massie                        Chairman of the Board                     May 30, 2002
---------------------------------------     of Directors
Thomas L. Massie

/s/ John C. Cavalier                        Director                                  May 30, 2002
---------------------------------------
John C. Cavalier

/s/ William B. Coldrick                     Director                                  May 30, 2002
---------------------------------------
William B. Coldrick

/s/ Timothy E. Mahoney                      Director                                  May 30, 2002
---------------------------------------
Timothy E. Mahoney

/s/ Carl E. Berg                            Director                                  May 30, 2002
---------------------------------------
Carl E. Berg

/s/ N. William Jasper, Jr.                  Director                                  May 30, 2002
---------------------------------------
N. William Jasper, Jr.
</TABLE>

<PAGE>

                                  EXHIBIT INDEX


Exhibit No.                        Description
-----------                        -----------

4.1      Specimen  Certificate of the Registrant,  filed as an Exhibit to Focus'
         Registration  Statement on Form SB-2, No. 33-60248-B,  and incorporated
         herein by reference.

5.1      Opinion of Manatt, Phelps & Phillips, LLP.

23.1     Consent of Wolf & Company, P.C.

23.2     Consent of Deloitte & Touche, LLP.

23.3     Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1).

99.1     Registrant's 1998 Non-Qualified Stock Option Plan.
[{"type": "S-8", "sequence": "1", "filename": "p15534_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18265}]
{"company-data": {"conformed-name": "FOCUS ENHANCEMENTS INC", "cik": "0000884719", "assigned-sic": "3576", "irs-number": "043144936", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89770", "film-number": "02670194"}, "business-address": {"street1": "1370 DELL AVE", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088668300"}}
As filed with the Securities and Exchange Commission on June 4, 2002

                                                            Registration No. 33-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            FOCUS ENHANCEMENTS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                         04-3144936
   (State or Other Jurisdiction                              (IRS Employer
of Incorporation or Organization)                            Identification No.)

                            FOCUS ENHANCEMENTS, INC.
                      1998 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

                                1370 Dell Avenue
                           Campbell, California 95008
                                 (408) 866-8300
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                               Michael L. D'Addio
                      President and Chief Executive Officer
                            FOCUS Enhancements, Inc.
                                1370 Dell Avenue
                           Campbell, California 95008
                                 (408) 866-8300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Gregory A. Gehlmann, Esq.
                          Manatt Phelps & Phillips, LLP
                          1501 M Street, NW, Suite 700
                              Washington, DC 20005
                                 (202) 463-4334
CALCULATION OF REGISTRATION FEE
============================== ======================== ========================== ========================== ======================

  Title of Securities to           Amount to be          Proposed Maximum           Proposed Maximum               Amount of
     Be Registered                 Registered(1)          Offering Price Per        Aggregate Offering         Registration Fee
                                                            Share(2)                  Price(2)
------------------------------ ------------------------ -------------------------- -------------------------- ----------------------
Common Stock                    1,250,000                 $1.575                    $1,968,750.00              $181.13
------------------------------ ------------------------ -------------------------- -------------------------- ----------------------
        Total                     1,250,000                 $1.575                    $1,968,750.00              $181.13
============================== ======================== ========================== ========================== ======================
(1) These  shares are  reserved  for  issuance  pursuant to Focus  Enhancements,
    Inc.'s 1998 Non Qualified  Stock Option Plan (the "Plan").  Pursuant to Rule
    416,  also being  registered  are  additional  shares of common stock as may
    become  issuable  under the Plan  through  the  operation  of  anti-dilution
    provisions.

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant to Rule 457(h) and based upon the average of the high and low sales
    price of the common stock of Focus  Enhancements,  Inc. in the  consolidated
    reporting  system of the NASDAQ Small Cap Market  System on May 29, 2002, of
    $1.575.
PART I
               INFORMATION REQUIRED IN THE SECTION 10(a) PRSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

         *This  Registration  Statement relates to the registration of 1,250,000
shares of Focus Enhancements, Inc. (the "Company" or "Registrant") common stock,
$0.01 par value per share (the "Common Stock")  issuable to employees,  officers
and directors of the Focus as  compensation  for services in accordance with the
Focus  Enhancements,  Inc.  1998  Non-Qualified  Stock Option Plan (the "Plan").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424, in reliance on Rule 428.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents  of  Focus  Enhancements,  Inc.,  a  Delaware
corporation,  previously  filed  with the  Securities  and  Exchange  Commission
("SEC") are incorporated by reference:

         (1)  Our Annual Report on Form 10-KSB, for the year  ended December 31,
              2001;

         (2)  Our  Quarterly  Report on Form 10-QSB for the quarter  ended March
              31, 2002;

         (3)  The description of our Common Stock contained in our  Registration
              Statement  on Form SB-2,  File No.  33-60248-B  together  with any
              amendment or report filed with the SEC for the purpose of updating
              such description.

         All  documents  subsequently  filed by us pursuant  to Sections  13(a),
13(c), 14 or 15(d) or the Securities Exchange Act of 1934, as amended,  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  hereunder  have  been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement and the Prospectus  that is part hereof from the date of
filing such  documents.  Any statement  contained 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 subsequently  filed document which also is
deemed to be  incorporated  by  reference  herein  modifies or  supercedes  such
statement.  Any such  statement so modified or  superceded  shall not be deemed,
except as so modified or superceded,  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.

Item 6.  Indemnification of Directors and Officers.

         The  General  Corporation  Law of  the  State  of  Delaware  permits  a
corporation to indemnify its directors,  officers,  employees and agents for any
liability arising out of an action or threatened action, other than an action by
or in the right of the  corporation,  to which such person is a party due to his
or her service as a director,  officer,  employee or agent,  provided  that such
person acted in good faith and in a manner he or she  reasonably  believed to be
in, or not opposed to, the best interests of the  corporation,  and with respect
to any criminal  action,  which he or she had no reason to believe was unlawful.
The General  Corporation  Law of the State of Delaware  permits a corporation to
indemnify  its  directors,  officers,  employees  and agents  for any  liability
arising  out  of an  action  or  threatened  action  by or in the  right  of the
corporation  to which  such  person  is a party due to his or her  service  as a
director,  officer,  employee or agent,  provided that such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the  best  interests  of the  corporation,  except  that  there  may be no  such
indemnification if the person is found liable to the corporation unless, in such
a case, the court  determines  that such person is entitled to  indemnification.
Focus'  Certificate of  Incorporation  provides for the  indemnification  of its
directors and officers.

         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 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.

         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 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.

Item 7.  Exemption from Registration Claimed.

         None.
Item 8.  Exhibits.

Exhibit
Number                                    Description
------                                    -----------

4.1      Specimen  Certificate of the Registrant,  filed as an Exhibit to Focus'
         Registration  Statement on Form SB-2, No. 33-60248-B,  and incorporated
         herein by reference.

5.1      Opinion of Manatt, Phelps & Phillips, LLP.

23.1     Consent of Wolf & Company, P.C.

23.2     Consent of Deloitte & Touche, LLP.

23.3     Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1).

99.1     Registrant's 1998 Non-Qualified Stock Option Plan.

Item 9.  Undertakings.

         1. The undersigned small business issuer hereby undertakes:

            (i) 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.

            (ii) For  determining  liability  under the  Securities Act of 1933,
treat each  post-effective  amendment  25 a new  registration  statement  of the
securities  offered,  and the offering of the  securities at that time to be the
initial bona fide offering.

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

         2. The undersigned  small business issuer hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the small business issuer's annual report pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 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 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 it 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.
SIGNATURES

                  Pursuant  to the  requirements  of  the  Securities  Act,  the
registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned  thereunto duly  authorized,  in the City of Campbell,
State of California, on May 30, 2002.

                                  FOCUS ENHANCEMENTS, INC.

                                  By: /s/ Gary L. Williams
                                      ----------------------------
                                      Gary L. Williams
                                      Vice President and Chief Financial Officer
                                      (Principal Financial Officer)

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby  authorizes  Michael L. D'Addio  and/or Gary L. Williams each of them, to
file one or more amendments (including additional post-effective  amendments) to
this  Registration  Statement,  which amendments may make such changes as any of
such  persons  deem  appropriate,  and  each  person,  individually  and in each
capacity stated below,  hereby appoints each of such persons as attorney-in-fact
to  execute  in his  name  and on his  behalf  any  of  such  amendments  to the
Registration Statement.

         Pursuant to the  requirements  of the Securities Act, this amendment to
the registrant's registration statement has been signed by the following persons
in the capacities and on the dates  indicated.  In accordance  with the Exchange
Act, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature                                   Title                                     Date
---------                                   -----                                     ----
/s/ Michael L. D'Addio                      President, Chief                          May 30, 2002
---------------------------------------     Executive Officer & Director
Michael L. D'Addio

/s/ Gary L. Williams                        Vice President of Finance                 May 30, 2002
---------------------------------------     & Chief Financial Officer
Gary L. Williams

/s/ Thomas L. Massie                        Chairman of the Board                     May 30, 2002
---------------------------------------     of Directors
Thomas L. Massie

/s/ John C. Cavalier                        Director                                  May 30, 2002
---------------------------------------
John C. Cavalier

/s/ William B. Coldrick                     Director                                  May 30, 2002
---------------------------------------
William B. Coldrick

/s/ Timothy E. Mahoney                      Director                                  May 30, 2002
---------------------------------------
Timothy E. Mahoney

/s/ Carl E. Berg                            Director                                  May 30, 2002
---------------------------------------
Carl E. Berg

/s/ N. William Jasper, Jr.                  Director                                  May 30, 2002
---------------------------------------
N. William Jasper, Jr.
EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------

4.1      Specimen  Certificate of the Registrant,  filed as an Exhibit to Focus'
         Registration  Statement on Form SB-2, No. 33-60248-B,  and incorporated
         herein by reference.

5.1      Opinion of Manatt, Phelps & Phillips, LLP.

23.1     Consent of Wolf & Company, P.C.

23.2     Consent of Deloitte & Touche, LLP.

23.3     Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1).

99.1     Registrant's 1998 Non-Qualified Stock Option Plan.