As filed with the Securities and Exchange Commission on December 15, 1999
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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



                                  SKYMALL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                                86-0651100
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

1520 East Pima Street, Phoenix, Arizona                              85034
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

                             1994 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                           Christine A. Aguilera, Esq.
                Executive Vice President of Business Development,
                          General Counsel and Secretary
                                  SkyMall, Inc.
                              1520 East Pima Street
                             Phoenix, Arizona 85034
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (602) 254-9777
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                  With copy to:

                          Christopher D. Johnson, Esq.
                        Squire, Sanders & Dempsey L.L.P.
                        40 N. Central Avenue, Suite 2700
                             Phoenix, Arizona 85004
                                 (602) 528-4000
--------------------------------------------------------------------------------
<PAGE>


                         CALCULATION OF REGISTRATION FEE

================================================================================
                                      PROPOSED      PROPOSED
      TITLE OF                        MAXIMUM        MAXIMUM
     SECURITIES          AMOUNT       OFFERING      AGGREGATE    AMOUNT OF
       TO BE             TO BE         PRICE        OFFERING    REGISTRATION
     REGISTERED        REGISTERED    PER SHARE*      PRICE*         FEE
     ----------        ----------    ----------     ---------   ------------

     Common Stock        400,000      $ 8.00        $3,200,000      $845
     $.001 par value

================================================================================

*    Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
     of  1933,  as  amended,  on the  basis of the  average  of the high and low
     trading prices for shares of Common Stock of SkyMall,  Inc., as reported by
     the Nasdaq National Market on December 10, 1999.

This Registration  Statement also relates to the Form S-8 Registration Statement
No.  333-50881,  the  contents  of which are  incorporated  herein by  reference
pursuant to General Instruction E to Form S-8. Under such Registration Statement
the Registrant  registered  1,100,000  shares of common stock for issuance under
the SkyMall, Inc. 1994 Stock Option Plan.

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


This Registration  Statement shall become effective  automatically upon the date
of filing in  accordance  with Section 8(a) of the  Securities  Act of 1933,  as
amended.


                                        2

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     Document(s) containing the information specified by Part I of Form S-8 will
be sent or given to participants in the Non-Employee Directors Stock Option Plan
of  SkyMall,  Inc.  (hereinafter  referred  to as the  "Company"  and  sometimes
referred  to as the  "Registrant")  as  specified  in Rule  428(b)(1)  under the
Securities Act of 1933, as amended  (hereinafter  referred to as the "Securities
Act"),  and are not being  filed with the  Securities  and  Exchange  Commission
(hereinafter  referred  to  as  the  "Commission"),   either  as  part  of  this
Registration  Statement or as Prospectuses or Prospectus Supplements pursuant to
Rule 424 under the Securities Act,  pursuant to the instructions to Part I. Such
documents and the documents incorporated by reference pursuant to Item 3 of Part
II of this Registration Statement, taken together,  constitute a Prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                        3

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The Commission  allows us to  "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring  to those  documents.  The  information  incorporated  by reference is
considered to be part of this  Registration  Statement,  and information that we
file later with the  Commission  will  automatically  update and supersede  this
information.  The  following  documents  have been filed by the Company with the
Commission  pursuant  to  the  Securities  Exchange  Act  of  1934,  as  amended
(hereinafter  referred  to as the  "Exchange  Act"),  and  are  incorporated  by
reference into this Form S-8 Registration Statement:

     o    Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          1998;
     o    Our  Quarterly  Reports on Form 10-Q for the  quarterly  periods ended
          March 31, 1999, June 30, 1999 and September 30, 1999;
     o    Our Current Report on Form 8-K filed April 13, 1999;
     o    Our Current Report on Form 8-K filed September 23, 1999;
     o    Our Current Report on Form 8-K filed October 5, 1999;
     o    Our  Definitive  Proxy  Statement  for  our  1999  Annual  Meeting  of
          Shareholders dated May 6, 1999; and
     o    The  description  of our Common  stock  included  in our  Registration
          Statement  on  Form  8-A,  filed  October  31,  1996,   including  all
          amendments   or  reports   filed  for  the  purpose  of  updating  the
          description.

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

Item 4.   DESCRIPTION OF SECURITIES.  Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not applicable.


                                       4

<PAGE>

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Articles 11 and 12 of the Company's  Articles of  Incorporation  provide as
follows:

     1. To the fullest extent  permitted by the laws of the State of Nevada,  as
the same exist or may  hereinafter  be  amended,  no  director or officer of the
Corporation  shall be personally  liable to the Corporation or its  shareholders
for  monetary  damages  for breach of  fiduciary  duty as a director or officer;
provided,  however,  that nothing  contained herein shall eliminate or limit the
liability of a director or officer of the  Corporation to the extent provided by
applicable laws (i) for acts or omissions which involve intentional  misconduct,
fraud  or  knowing  violation  of law or (ii) for  authorizing  the  payment  of
dividends in violation of Nevada Revised Statutes Section 78.300. The limitation
of  liability  provided  herein shall  continue  after a director or officer has
ceased to occupy such  position as to acts or  omissions  occurring  during such
director's  or  officer's  term or terms of  office.  No  repeal,  amendment  or
modification  of this Article,  whether direct or indirect,  shall  eliminate or
reduce its effect  with  respect to any act or omission of a director or officer
of the Corporation occurring prior to such repeal, amendment or modification.

     2. The Corporation shall indemnify, defend and hold harmless any person who
incurs expenses,  claims,  damages or liability by reason of the fact that he or
she is, or was, an officer, director,  employee or agent of the Corporation,  to
the fullest extent allowed pursuant to Nevada law.

     In addition to the provisions  described in the preceding  paragraphs,  the
Registrant's  Bylaws  require the  Registrant  to indemnify  its  directors  and
officers to the full extent  provided by Nevada  law.  The  Registrant  has also
entered into separate indemnification agreements with its directors and officers
which would  require the  Registrant,  among other  things,  to  indemnify  them
against certain  liabilities that may arise by reason of their status or service
as directors  or officers,  other than  liabilities  arising from fraud,  actual
dishonesty,  willful  misconduct,  or violation of Section 16(b) of the Exchange
Act. The agreements  would also require the Registrant to advance  directors and
officers' expenses in certain circumstances.

     The  Registrant  currently  maintains  directors'  and officers'  liability
insurance.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.

Item 8.   EXHIBITS.

     Exhibit Index located at Page 9.

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:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

                                       5
<PAGE>

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represent  a  fundamental  change in the  information  set
          forth in the Registration Statement;

               (iii) 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;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in the Registration Statement.

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

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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 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 Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
offered,  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  of 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.

                                        6

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 Phoenix,  and the State of Arizona,  on December 14,
1999.

                                              SKYMALL, INC.,
                                              a Nevada Corporation


                                              By: /s/ Robert M. Worsley
                                                  ------------------------------
                                                  Robert M. Worsley, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  ROBERT M.  WORSLEY,  STEPHEN R.  PETERSON and
CHRISTINE A. AGUILERA,  and each of them, his true and lawful  attorneys-in-fact
and agents,  with full power of substitution and  resubstitution  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments to this Form S-8 Registration  Statement,  and to file the same, with
all exhibits  thereto,  and other  documents in  connection  therewith  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person  hereby  ratifying and  confirming  all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement 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/ Robert M. Worsley       Chairman of the Board,             December 14, 1999
------------------------    President and Chief Executive
Robert M. Worsley           Officer (Principal Executive
                            Officer)

/s/ Stephen R. Peterson     Chief Financial Officer            December 14, 1999
------------------------    (Principal Financial and
Stephen R. Peterson         Accounting Officer)


                                        7
<PAGE>

     Signature                      Title                            Date
     ---------                      -----                            ----


/s/ Lyle R. Knight           Director                          December 14, 1999
------------------------
Lyle R. Knight


/s/ Thomas J. Litle          Director                          December 14, 1999
------------------------
Thomas J. Litle


/s/ Randy Petersen           Director                          December 14, 1999
------------------------
Randy Petersen


                                        8
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number    Description                                          Method of Filing
-------   -----------                                          ----------------


 4.1      1994 Stock Option Plan                                     (1)
          (As Amended March 9, 1999)

 4.2      Form of Stock Option Agreement                             (1)

 5        Opinion of Squire, Sanders & Dempsey                       (1)
          L.L.P., counsel for the Registrant
          (including consent)

 23.1     Consent of Arthur Andersen LLP                             (1)

 23.2     Consent of Counsel                                  See Exhibit 5

 24       Powers of Attorney                                  See Signature Page

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

(1)  Filed herewith.


                                        9
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{"company-data": {"conformed-name": "SKYMALL INC", "cik": "0000862841", "assigned-sic": "5961", "irs-number": "860651100", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92807", "film-number": "99775044"}, "business-address": {"street1": "1520 EAST PIMA ST", "city": "PHOENIX", "state": "AZ", "zip": "85034", "phone": "6022549777"}, "mail-address": {"street1": "1520 EAST PIMA ST", "city": "PHOENIX", "state": "AZ", "zip": "85034"}}
As filed with the Securities and Exchange Commission on December 15, 1999
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  SKYMALL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                                86-0651100
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

1520 East Pima Street, Phoenix, Arizona                              85034
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

                             1994 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                           Christine A. Aguilera, Esq.
                Executive Vice President of Business Development,
                          General Counsel and Secretary
                                  SkyMall, Inc.
                              1520 East Pima Street
                             Phoenix, Arizona 85034
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (602) 254-9777
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                  With copy to:

                          Christopher D. Johnson, Esq.
                        Squire, Sanders & Dempsey L.L.P.
                        40 N. Central Avenue, Suite 2700
                             Phoenix, Arizona 85004
                                 (602) 528-4000
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

================================================================================
                                      PROPOSED      PROPOSED
      TITLE OF                        MAXIMUM        MAXIMUM
     SECURITIES          AMOUNT       OFFERING      AGGREGATE    AMOUNT OF
       TO BE             TO BE         PRICE        OFFERING    REGISTRATION
     REGISTERED        REGISTERED    PER SHARE*      PRICE*         FEE
     ----------        ----------    ----------     ---------   ------------

     Common Stock        400,000      $ 8.00        $3,200,000      $845
     $.001 par value

================================================================================

*    Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
     of  1933,  as  amended,  on the  basis of the  average  of the high and low
     trading prices for shares of Common Stock of SkyMall,  Inc., as reported by
     the Nasdaq National Market on December 10, 1999.

This Registration  Statement also relates to the Form S-8 Registration Statement
No.  333-50881,  the  contents  of which are  incorporated  herein by  reference
pursuant to General Instruction E to Form S-8. Under such Registration Statement
the Registrant  registered  1,100,000  shares of common stock for issuance under
the SkyMall, Inc. 1994 Stock Option Plan.

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

This Registration  Statement shall become effective  automatically upon the date
of filing in  accordance  with Section 8(a) of the  Securities  Act of 1933,  as
amended.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Document(s) containing the information specified by Part I of Form S-8 will
be sent or given to participants in the Non-Employee Directors Stock Option Plan
of  SkyMall,  Inc.  (hereinafter  referred  to as the  "Company"  and  sometimes
referred  to as the  "Registrant")  as  specified  in Rule  428(b)(1)  under the
Securities Act of 1933, as amended  (hereinafter  referred to as the "Securities
Act"),  and are not being  filed with the  Securities  and  Exchange  Commission
(hereinafter  referred  to  as  the  "Commission"),   either  as  part  of  this
Registration  Statement or as Prospectuses or Prospectus Supplements pursuant to
Rule 424 under the Securities Act,  pursuant to the instructions to Part I. Such
documents and the documents incorporated by reference pursuant to Item 3 of Part
II of this Registration Statement, taken together,  constitute a Prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The Commission  allows us to  "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring  to those  documents.  The  information  incorporated  by reference is
considered to be part of this  Registration  Statement,  and information that we
file later with the  Commission  will  automatically  update and supersede  this
information.  The  following  documents  have been filed by the Company with the
Commission  pursuant  to  the  Securities  Exchange  Act  of  1934,  as  amended
(hereinafter  referred  to as the  "Exchange  Act"),  and  are  incorporated  by
reference into this Form S-8 Registration Statement:

     o    Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          1998;
     o    Our  Quarterly  Reports on Form 10-Q for the  quarterly  periods ended
          March 31, 1999, June 30, 1999 and September 30, 1999;
     o    Our Current Report on Form 8-K filed April 13, 1999;
     o    Our Current Report on Form 8-K filed September 23, 1999;
     o    Our Current Report on Form 8-K filed October 5, 1999;
     o    Our  Definitive  Proxy  Statement  for  our  1999  Annual  Meeting  of
          Shareholders dated May 6, 1999; and
     o    The  description  of our Common  stock  included  in our  Registration
          Statement  on  Form  8-A,  filed  October  31,  1996,   including  all
          amendments   or  reports   filed  for  the  purpose  of  updating  the
          description.

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

Item 4.   DESCRIPTION OF SECURITIES.  Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not applicable.

                                       4
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Articles 11 and 12 of the Company's  Articles of  Incorporation  provide as
follows:

     1. To the fullest extent  permitted by the laws of the State of Nevada,  as
the same exist or may  hereinafter  be  amended,  no  director or officer of the
Corporation  shall be personally  liable to the Corporation or its  shareholders
for  monetary  damages  for breach of  fiduciary  duty as a director or officer;
provided,  however,  that nothing  contained herein shall eliminate or limit the
liability of a director or officer of the  Corporation to the extent provided by
applicable laws (i) for acts or omissions which involve intentional  misconduct,
fraud  or  knowing  violation  of law or (ii) for  authorizing  the  payment  of
dividends in violation of Nevada Revised Statutes Section 78.300. The limitation
of  liability  provided  herein shall  continue  after a director or officer has
ceased to occupy such  position as to acts or  omissions  occurring  during such
director's  or  officer's  term or terms of  office.  No  repeal,  amendment  or
modification  of this Article,  whether direct or indirect,  shall  eliminate or
reduce its effect  with  respect to any act or omission of a director or officer
of the Corporation occurring prior to such repeal, amendment or modification.

     2. The Corporation shall indemnify, defend and hold harmless any person who
incurs expenses,  claims,  damages or liability by reason of the fact that he or
she is, or was, an officer, director,  employee or agent of the Corporation,  to
the fullest extent allowed pursuant to Nevada law.

     In addition to the provisions  described in the preceding  paragraphs,  the
Registrant's  Bylaws  require the  Registrant  to indemnify  its  directors  and
officers to the full extent  provided by Nevada  law.  The  Registrant  has also
entered into separate indemnification agreements with its directors and officers
which would  require the  Registrant,  among other  things,  to  indemnify  them
against certain  liabilities that may arise by reason of their status or service
as directors  or officers,  other than  liabilities  arising from fraud,  actual
dishonesty,  willful  misconduct,  or violation of Section 16(b) of the Exchange
Act. The agreements  would also require the Registrant to advance  directors and
officers' expenses in certain circumstances.

     The  Registrant  currently  maintains  directors'  and officers'  liability
insurance.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.

Item 8.   EXHIBITS.

     Exhibit Index located at Page 9.

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:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

                                       5
(ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represent  a  fundamental  change in the  information  set
          forth in the Registration Statement;

               (iii) 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;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in the Registration Statement.

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

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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 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 Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
offered,  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  of 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.

                                        6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 Phoenix,  and the State of Arizona,  on December 14,
1999.

                                              SKYMALL, INC.,
                                              a Nevada Corporation

                                              By: /s/ Robert M. Worsley
                                                  ------------------------------
                                                  Robert M. Worsley, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  ROBERT M.  WORSLEY,  STEPHEN R.  PETERSON and
CHRISTINE A. AGUILERA,  and each of them, his true and lawful  attorneys-in-fact
and agents,  with full power of substitution and  resubstitution  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments to this Form S-8 Registration  Statement,  and to file the same, with
all exhibits  thereto,  and other  documents in  connection  therewith  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person  hereby  ratifying and  confirming  all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement 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/ Robert M. Worsley       Chairman of the Board,             December 14, 1999
------------------------    President and Chief Executive
Robert M. Worsley           Officer (Principal Executive
                            Officer)

/s/ Stephen R. Peterson     Chief Financial Officer            December 14, 1999
------------------------    (Principal Financial and
Stephen R. Peterson         Accounting Officer)

                                        7
Signature                      Title                            Date
     ---------                      -----                            ----

/s/ Lyle R. Knight           Director                          December 14, 1999
------------------------
Lyle R. Knight

/s/ Thomas J. Litle          Director                          December 14, 1999
------------------------
Thomas J. Litle

/s/ Randy Petersen           Director                          December 14, 1999
------------------------
Randy Petersen

                                        8
EXHIBIT INDEX

Exhibit
Number    Description                                          Method of Filing
-------   -----------                                          ----------------

 4.1      1994 Stock Option Plan                                     (1)
          (As Amended March 9, 1999)

 4.2      Form of Stock Option Agreement                             (1)

 5        Opinion of Squire, Sanders & Dempsey                       (1)
          L.L.P., counsel for the Registrant
          (including consent)

 23.1     Consent of Arthur Andersen LLP                             (1)

 23.2     Consent of Counsel                                  See Exhibit 5

 24       Powers of Attorney                                  See Signature Page

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

(1)  Filed herewith.

                                        9