As filed with the Securities and Exchange Commission on April 24, 2003

                                                            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.
                      2002 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                                   Brett Moyer
                      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
<TABLE>
<CAPTION>
===========================================================================================================================
                                                  Proposed Maximum        Proposed Maximum
 Title of Securities to   Amount to be            Offering Price Per      Aggregate Offering       Amount of
 Be Registered            Registered(1)           Share(2)                Price(2)                 Registration Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>                    <C>                      <C>
  Common Stock              1,000,000                $0.62                  $620,000                 $50.16
---------------------------------------------------------------------------------------------------------------------------
        Total               1,000,000                $0.62                  $620,000                 $50.16
===========================================================================================================================
</TABLE>

(1)  These  shares are reserved  for  issuance  pursuant to Focus  Enhancements,
     Inc.'s 2002 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
     April 21 2003, of $0.62

<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 1,000,000
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.  2002  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) Annual Report on Form 10-KSB,  as amended,  for the year ended  December
        31, 2002; and

    (2) The description of Common Stock  contained in Registration  Statement on
        Form SB-2, File No. 33-60248-B.

         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,

<PAGE>

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              Independent Auditors' Consent

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

99.1              Registrant's 2002 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.

<PAGE>

                           (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 April 22, 2003.


                                               FOCUS ENHANCEMENTS, INC.


                                               By: /s/ Brett A. Moyer
                                                   -------------------------
                                                   Brett A. Moyer
                                                   President and
                                                   Chief Executive Officer
                                                   (Principal Executive 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 Brett A. Moyer and 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/ Brett A. Moyer                          President, Chief Executive                April 22, 2003
---------------------------------------     Officer and Director
Brett A. Moyer

/s/ Gary L. Williams                        Vice President of Finance                 April 22, 2003
---------------------------------------     & Chief Financial Officer
Gary L. Williams                            (Principal Accounting Officer)


/s/ N William Jasper, Jr.                   Chairman of the Board                     April 22, 2003
---------------------------------------     of Directors
N William Jasper, Jr.

/s/ Carl E. Berg                            Director                                  April 22, 2003
---------------------------------------
Carl E. Berg

/s/ William B. Coldrick                     Director                                  April 22, 2003
---------------------------------------
William B. Coldrick

/s/ Michael L. D'Addio                      Director                                  April 22, 2003
---------------------------------------
Michael L. D'Addio

/s/ Timothy E. Mahoney                      Director                                  April 22, 2003
---------------------------------------
Timothy E. Mahoney
</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           Independent Auditors' Consent

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

99.1           Registrant's 2002 Non-Qualified Stock Option Plan.
[{"type": "S-8", "sequence": "1", "filename": "p16975.txt", "secsgml_size_bytes": 17774}]
{"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": "333-104734", "film-number": "03662753"}, "business-address": {"street1": "1370 DELL AVE", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088668300"}}
As filed with the Securities and Exchange Commission on April 24, 2003

                                                            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.
                      2002 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                   Brett Moyer
                      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
===========================================================================================================================
                                                  Proposed Maximum        Proposed Maximum
 Title of Securities to   Amount to be            Offering Price Per      Aggregate Offering       Amount of
 Be Registered            Registered(1)           Share(2)                Price(2)                 Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock              1,000,000                $0.62                  $620,000                 $50.16
---------------------------------------------------------------------------------------------------------------------------
        Total               1,000,000                $0.62                  $620,000                 $50.16
===========================================================================================================================
(1)  These  shares are reserved  for  issuance  pursuant to Focus  Enhancements,
     Inc.'s 2002 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
     April 21 2003, of $0.62
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 1,000,000
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.  2002  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) Annual Report on Form 10-KSB,  as amended,  for the year ended  December
        31, 2002; and

    (2) The description of Common Stock  contained in Registration  Statement on
        Form SB-2, File No. 33-60248-B.

         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              Independent Auditors' Consent

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

99.1              Registrant's 2002 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 April 22, 2003.

                                               FOCUS ENHANCEMENTS, INC.

                                               By: /s/ Brett A. Moyer
                                                   -------------------------
                                                   Brett A. Moyer
                                                   President and
                                                   Chief Executive Officer
                                                   (Principal Executive 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 Brett A. Moyer and 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/ Brett A. Moyer                          President, Chief Executive                April 22, 2003
---------------------------------------     Officer and Director
Brett A. Moyer

/s/ Gary L. Williams                        Vice President of Finance                 April 22, 2003
---------------------------------------     & Chief Financial Officer
Gary L. Williams                            (Principal Accounting Officer)

/s/ N William Jasper, Jr.                   Chairman of the Board                     April 22, 2003
---------------------------------------     of Directors
N William Jasper, Jr.

/s/ Carl E. Berg                            Director                                  April 22, 2003
---------------------------------------
Carl E. Berg

/s/ William B. Coldrick                     Director                                  April 22, 2003
---------------------------------------
William B. Coldrick

/s/ Michael L. D'Addio                      Director                                  April 22, 2003
---------------------------------------
Michael L. D'Addio

/s/ Timothy E. Mahoney                      Director                                  April 22, 2003
---------------------------------------
Timothy E. Mahoney
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           Independent Auditors' Consent

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

99.1           Registrant's 2002 Non-Qualified Stock Option Plan.