As filed with the Securities and Exchange Commission on March 29, 1999
                               Registration No. 33-____________
                                                               


            U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                      ____________________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                      ____________________
                                
                AMERICAN CUSTOM COMPONENTS, INC.
     (Exact Name of Registrant as Specified in Its Charter)
                                
                             Nevada
                 (State or Other Jurisdiction of
                 Incorporation or Organization)

                           81-0478643
                        (I.R.S. Employer
                       Identification No.)<PAGE>
                                

                   3310 W. MacArthur Boulevard
                   Santa Ana, California 92704
  (Address of Principal Executive Offices, Including Zip Code)
                      ____________________
                                
                      Consulting Agreement
                    Legal Services Agreement
                    (Full Title of the Plan)
                      ____________________
                                
                           John Groom
                            President
                   3310 W. MacArthur Boulevard
                   Santa Ana, California 92704
                         (714) 662-2080
   (Name, Address, and Telephone Number of Agent for Service)
                                
                           COPIES TO:
                                
                     M. Richard Cutler, Esq.
                Law Offices of M. Richard Cutler
               610 Newport Center Drive, Suite 800
                 Newport Beach, California 92660
                         (949) 719-1977
                                
                 CALCULATION OF REGISTRATION FEE
                                
<TABLE>                                
                                     Proposed Maximum    Proposed Maximum    
Title of Securities   Amount to be   Offering Price      Aggregate           Amount of
to be Registered      Registered     per Share           Offering Price      Registration Fee
<S>                   <C>            <C>                 <C>                 <C>
                                
Common Stock, 
par value $0.001      368,571        $0.30(1)            $110,571.30         $38.13

</TABLE>
                                
(1)  Estimated solely for the purpose of computing the amount of the 
registration fee pursuant to Rule 457(c).
 
<PAGE>

                             PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
     The documents containing information specified in this Part I are 
being separately provided to each of the Registrant's eligible 
consultants as specified by Rule 428(b)(1).

<PAGE>

                              PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are hereby incorporated by reference in this 
Registration Statement:

               (i)  Registrant's Registration Statement on Form 10-SB, 
filed with the Commission on March 3, 1998, aS amended by Amendment No. 1 
filed with the Commission on December 22, 1998.

               (ii) All other reports and documents subsequently filed by
the Registrant pursuant after the date of this Registration Statement 
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange 
Act of 1934 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 then remaining unsold, shall be deemed to be 
incorporated by reference and to be a part hereof from the date of the 
filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.
     
     Certain legal matters with respect to the Common Stock offered hereby 
will be passed upon for the Company by M. Richard Cutler, Esq., counsel 
to the Company.

     Along with the employees of the Law Offices of M. Richard Cutler, 
Mr. Cutler holds a total of 215,821 shares of Common Stock of the Company.

Item 6.   Indemnification of Directors and Officers.

     The Corporation Laws of the State of Nevada and the Company's Bylaws 
provide for indemnification of the Company's Directors for liabilities 
and expenses that they may incur in such capacities.  In general, Directors 
and Officers are indemnified with respect to actions taken in good faith 
in a manner reasonably believed to be in, or not opposed to, the best 
interests of the Company, and with respect to any criminal action or 
proceeding, actions that the indemnitee had no reasonable cause to believe 
were unlawful.  Furthermore, the personal liability of the Directors is 
limited as provided in the Company's Articles of Incorporation.

Item 7.   Exemption from Registration Claimed.

     The Shares were issued for advisory and legal services rendered.  These 
sales were made in reliance of the exemption from the registration 
requirements of the Securities Act of 1933, as amended, contained in 
Section 4(2) thereof covering transactions not involving any public 
offering or not involving any "offer" or "sale".

Item 8.   Exhibits

               4.1  Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibits 3.1 and 3.2 of the 
Registrant's Registration Statement on Form 10-SB (File No. O-23859), as 
amended (the "Form 10-SB").

               4.2  Bylaws of the Registrant (incorporated herein by 
reference to Exhibit 3.3 of the Registrant's Form 10-SB.

               4.3  Michelson Group Corporate Development Agreement dated 
July 30, 1997 (incorporated herein by reference to Exhibit 10.4 of the 
Registrant's Form 10-SB.

               4.4  Two (2) Option Agreements to the Michelson Group dated 
August 22, 1997 (incorporated herein by reference to Exhibit 10.5 of the 
Registrant's Form 10-SB.

<PAGE>

               4.5  Letter Agreement with Michelson dated October 13, 1998 
regarding the issuance of stock

               4.6  Legal Retainer Agreement of the Law Offices of 
M. Richard Cutler.

               4.7  Letter Agreement with Law Offices of M. Richard Cutler 
dated February 23, 1999 regarding the issuance of stock.

               5.1  Opinion of M. Richard Cutler, Esq., counsel to the 
Registrant, regarding legality of securities being registered.

               23.1 Consent of M. Richard Cutler (included in Exhibit 5.1).

               23.2 Consent of Kelly & Company, Inc., Independent Public 
Accountants.

Item 9.   Undertakings.

     (a)  The undersigned 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 material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or any 
material change to such information in the Registration Statement. 

                         (2)  That, for the purpose of determining any 
liability under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at that time 
shall be deemed to be the initial BONA FIDE offering thereof. 

                         (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)  The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, 
each filing of the Registrant'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. 

               (c)  Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 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 Act and is, therefore, 
unenforceable. In the event that a claim for indemnification against such 
liabilities (other than the payment by the Registrant of expenses incurred 
or paid by a director, officer or controlling person of the Registrant in 
the successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the 
securities being registered, the Registrant will, unless in the opinion 
of its counsel the matter has been settled by controlling precedent, submit 
to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the 
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>

                              SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that is 
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 Santa Ana, State of California, 
on March 29, 1999.



                                        American Custom Components, Inc.



                                          /s/   John Groom
                                        By:  John Groom
                                        Its: President



     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.




  /s/  John Groom                                 President and Director
John Groom



   /s/  Ed Loyd                                   Secretary, Chief Financial
Ed Loyd                                           Officer, and Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11170}]
{"company-data": {"conformed-name": "AMERICAN CUSTOM COMPONENTS INC", "cik": "0001053322", "assigned-sic": "3678", "irs-number": "810478643", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75387", "film-number": "99583456"}, "business-address": {"street1": "3310 WEST MCARTHUR BLVD", "city": "SANTA ANA", "state": "CA", "zip": "92704", "phone": "7146622080"}, "mail-address": {"street1": "3310 W MACARTHUR BLVD", "city": "SANTA ANA", "state": "CA", "zip": "92704"}}
As filed with the Securities and Exchange Commission on March 29, 1999
                               Registration No. 33-____________
                                                               

            U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                      ____________________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                      ____________________
                                
                AMERICAN CUSTOM COMPONENTS, INC.
     (Exact Name of Registrant as Specified in Its Charter)
                                
                             Nevada
                 (State or Other Jurisdiction of
                 Incorporation or Organization)

                           81-0478643
                        (I.R.S. Employer
                       Identification No.)
3310 W. MacArthur Boulevard
                   Santa Ana, California 92704
  (Address of Principal Executive Offices, Including Zip Code)
                      ____________________
                                
                      Consulting Agreement
                    Legal Services Agreement
                    (Full Title of the Plan)
                      ____________________
                                
                           John Groom
                            President
                   3310 W. MacArthur Boulevard
                   Santa Ana, California 92704
                         (714) 662-2080
   (Name, Address, and Telephone Number of Agent for Service)
                                
                           COPIES TO:
                                
                     M. Richard Cutler, Esq.
                Law Offices of M. Richard Cutler
               610 Newport Center Drive, Suite 800
                 Newport Beach, California 92660
                         (949) 719-1977
                                
                 CALCULATION OF REGISTRATION FEE
                                
                                
                                     Proposed Maximum    Proposed Maximum    
Title of Securities   Amount to be   Offering Price      Aggregate           Amount of
to be Registered      Registered     per Share           Offering Price      Registration Fee
Common Stock, 
par value $0.001      368,571        $0.30(1)            $110,571.30         $38.13
(1)  Estimated solely for the purpose of computing the amount of the 
registration fee pursuant to Rule 457(c).
PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
     The documents containing information specified in this Part I are 
being separately provided to each of the Registrant's eligible 
consultants as specified by Rule 428(b)(1).
PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are hereby incorporated by reference in this 
Registration Statement:

               (i)  Registrant's Registration Statement on Form 10-SB, 
filed with the Commission on March 3, 1998, aS amended by Amendment No. 1 
filed with the Commission on December 22, 1998.

               (ii) All other reports and documents subsequently filed by
the Registrant pursuant after the date of this Registration Statement 
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange 
Act of 1934 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 then remaining unsold, shall be deemed to be 
incorporated by reference and to be a part hereof from the date of the 
filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.
     
     Certain legal matters with respect to the Common Stock offered hereby 
will be passed upon for the Company by M. Richard Cutler, Esq., counsel 
to the Company.

     Along with the employees of the Law Offices of M. Richard Cutler, 
Mr. Cutler holds a total of 215,821 shares of Common Stock of the Company.

Item 6.   Indemnification of Directors and Officers.

     The Corporation Laws of the State of Nevada and the Company's Bylaws 
provide for indemnification of the Company's Directors for liabilities 
and expenses that they may incur in such capacities.  In general, Directors 
and Officers are indemnified with respect to actions taken in good faith 
in a manner reasonably believed to be in, or not opposed to, the best 
interests of the Company, and with respect to any criminal action or 
proceeding, actions that the indemnitee had no reasonable cause to believe 
were unlawful.  Furthermore, the personal liability of the Directors is 
limited as provided in the Company's Articles of Incorporation.

Item 7.   Exemption from Registration Claimed.

     The Shares were issued for advisory and legal services rendered.  These 
sales were made in reliance of the exemption from the registration 
requirements of the Securities Act of 1933, as amended, contained in 
Section 4(2) thereof covering transactions not involving any public 
offering or not involving any "offer" or "sale".

Item 8.   Exhibits

               4.1  Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibits 3.1 and 3.2 of the 
Registrant's Registration Statement on Form 10-SB (File No. O-23859), as 
amended (the "Form 10-SB").

               4.2  Bylaws of the Registrant (incorporated herein by 
reference to Exhibit 3.3 of the Registrant's Form 10-SB.

               4.3  Michelson Group Corporate Development Agreement dated 
July 30, 1997 (incorporated herein by reference to Exhibit 10.4 of the 
Registrant's Form 10-SB.

               4.4  Two (2) Option Agreements to the Michelson Group dated 
August 22, 1997 (incorporated herein by reference to Exhibit 10.5 of the 
Registrant's Form 10-SB.
4.5  Letter Agreement with Michelson dated October 13, 1998 
regarding the issuance of stock

               4.6  Legal Retainer Agreement of the Law Offices of 
M. Richard Cutler.

               4.7  Letter Agreement with Law Offices of M. Richard Cutler 
dated February 23, 1999 regarding the issuance of stock.

               5.1  Opinion of M. Richard Cutler, Esq., counsel to the 
Registrant, regarding legality of securities being registered.

               23.1 Consent of M. Richard Cutler (included in Exhibit 5.1).

               23.2 Consent of Kelly & Company, Inc., Independent Public 
Accountants.

Item 9.   Undertakings.

     (a)  The undersigned 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 material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or any 
material change to such information in the Registration Statement. 

                         (2)  That, for the purpose of determining any 
liability under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at that time 
shall be deemed to be the initial BONA FIDE offering thereof. 

                         (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)  The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, 
each filing of the Registrant'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. 

               (c)  Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 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 Act and is, therefore, 
unenforceable. In the event that a claim for indemnification against such 
liabilities (other than the payment by the Registrant of expenses incurred 
or paid by a director, officer or controlling person of the Registrant in 
the successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the 
securities being registered, the Registrant will, unless in the opinion 
of its counsel the matter has been settled by controlling precedent, submit 
to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the 
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that is 
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 Santa Ana, State of California, 
on March 29, 1999.

                                        American Custom Components, Inc.

                                          /s/   John Groom
                                        By:  John Groom
                                        Its: President

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.

  /s/  John Groom                                 President and Director
John Groom

   /s/  Ed Loyd                                   Secretary, Chief Financial
Ed Loyd                                           Officer, and Director