AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 2001
                                               REGISTRATION NO. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

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

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


                             CRAGAR INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)


           DELAWARE                                             86-0721001
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)


                     7373 NORTH SCOTTSDALE ROAD, SUITE B-274
                            SCOTTSDALE, ARIZONA 85253
               (Address of principal executive offices) (Zip Code)


               CRAGAR INDUSTRIES, INC. RESTRICTED STOCK AGREEMENT
                              (Full Title of Plan)


                              MICHAEL L. HARTZMARK
                             CRAGAR INDUSTRIES, INC.
                           7373 NORTH SCOTTSDALE ROAD
                                   SUITE B-274
                            SCOTTSDALE, ARIZONA 85253
                                (Name and address
                              of agent for service)

                                 (480) 596-6483
                          (Telephone number, including
                        area code, of agent for service)

                                 WITH A COPY TO:

                             MICHAEL L. KAPLAN, ESQ.
                             GREENBERG TRAURIG, LLP
                       2375 EAST CAMELBACK ROAD, SUITE 700
                             PHOENIX, ARIZONA 85016

     This Registration  Statement shall become effective immediately upon filing
with the Securities and Exchange Commission,  and sales of registered securities
will begin as soon as reasonably practicable after such effective date.

================================================================================
<PAGE>




<TABLE><CAPTION>
                         CALCULATION OF REGISTRATION FEE
===================== ================ ================== ==================== ==================
                                        Proposed Maximum    Proposed maximum
 Title of Securities    Amount to be     offering price    aggregate offering      Amount of
  to be Registered       Registered        per share              price         registration fee
--------------------- ---------------- ------------------ -------------------- ------------------
<S>                   <C>              <C>                <C>                  <C>
    Common Stock       240,000 Shares       $2.23(1)        $535,200(1)            $133.80(2)
===================== ================ ================== ==================== ==================
</TABLE>


(1)  Estimated as of May 9, 2001, the most recent date on which shares of Cragar
     Industries, Inc. common stock were sold, pursuant to Rule 457(c) under the
     Securities Act of 1933, as amended (the "Securities Act"), solely for the
     purpose of calculating the registration fee.

(2)  Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
     amended.


<PAGE>
                                 240,000 SHARES

                             CRAGAR INDUSTRIES, INC.

                                  COMMON STOCK

     Certain stockholders of Cragar Industries, Inc. (the "Company") are using
this Prospectus to offer shares of the Company's common stock (the "Common
Stock") that they received from the Company pursuant to separate Restricted
Stock Agreements.

     The Company expects that sales made pursuant to this Prospectus will be
made:

     o  in broker's transactions;

     o  in transactions directly with market makers; or

     o  in negotiated sales or otherwise.


     The selling stockholders will determine when they will sell their shares,
and in all cases they will sell their shares at the current market price, or at
negotiated prices at the time of the sale. The Company will not receive any of
the proceeds from these sales.

     The brokers and dealers that the selling stockholders utilize in selling
these shares may receive compensation in the form of underwriting discounts,
concessions, or commissions from the sellers or purchasers of the shares. Any
compensation may exceed customary commissions. The selling stockholders and the
brokers and dealers that they utilize may be deemed to be "underwriters" within
the meaning of the securities laws, and any commissions received and any profits
realized by them on the sale of shares may be considered to be underwriting
compensation.

     The shares of Common Stock are listed on the Over The Counter Bulletin
Board under the symbol "CRGR.OB". On May 9, 2001, the last reported sale price
of the Common Stock as reported on the Over The Counter Bulletin Board was $2.25
per share.

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

     PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER
"RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.

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

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                  The date of this Prospectus is May 22, 2001.


                                        2
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000 previously filed by the Company with the Commission pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") is hereby
incorporated by reference, except as superseded or modified herein.

     Each document filed subsequent to the date of this Prospectus pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering shall be deemed to be incorporated by reference in this
Prospectus and shall be part hereof from the date of filing of such document.

     The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document described
above. Requests for such copies should be directed to Cragar Industries, Inc.,
7373 North Scottsdale Road, Suite B-274, Scottsdale, Arizona 85253, telephone
(480) 596-6483.

     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 Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is (or is deemed to be)
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or this
Prospectus.

                                  RISK FACTORS

     BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THERE ARE
RISKS, INCLUDING THOSE SET FORTH BELOW. YOU SHOULD CAREFULLY CONSIDER THESE RISK
FACTORS, TOGETHER WITH ALL THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS,
BEFORE YOU DECIDE TO PURCHASE SHARES OF OUR COMMON STOCK.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

     Our future operating results and financial condition are dependent upon,
among other things, our ability to implement our new business strategy.
Potential risks and uncertainties that could affect our profitability are set
forth below.

HISTORY OF PREVIOUS LOSSES; STOCKHOLDERS' DEFICIT; GOING CONCERN OPINION

     We were incorporated in December 1992 and have incurred significant losses
in each of our completed fiscal years through December 31, 1998. For the year
ended December 31, 2000, we reported net earnings of $1,075,029 and for the year
ended December 31, 1999, we reported net earnings of $54,678. As of December 31,
2000, we had an accumulated deficit of $15,597,455 and a total stockholders'
deficit of $569,133. There can be no assurance that we will be profitable in the
future.

     As a result of our total stockholders' deficit and the uncertainty
regarding our ability to meet our anticipated operating and working capital
needs, the independent auditors' report on the Company's 2000 financial
statements has been qualified for a going concern.

DEPENDENCE ON THIRD PARTIES TO GENERATE ROYALTIES

     As a result of our change in business strategy, our revenues and operating
results will be substantially dependent on the efforts and success of our third
party licensing partners. Because the amount of royalties payable to us are
determined by the net sales of those products by our licensing partners, our
revenues will be subject to the abilities of our licensing partners to generate
substantial net sales and deliver a high-quality product on a timely basis to
our customers. In addition, because the primary fiduciary obligations of our
licensing partners are to their shareholders rather than our shareholders, they
may make decisions or take steps that would result in lower royalty payments
than would otherwise be the case. If any of our three licensing partners does
not meet its obligation under

                                        3
<PAGE>
its respective licensing agreement, our primary remedy is to terminate that
license agreement, which may be an effective remedy only if we can identify and
secure other capable licensees of the affected products.

INABILITY TO SUPPORT MANUFACTURING, MARKETING, SALE, AND DISTRIBUTION IF THIRD
PARTY TERMINATES THE LICENSE AGREEMENT

     If any of the three licensing partners terminates its license agreement or
we terminate the license agreement for any reason, we may be forced to incur the
cost of manufacturing, marketing, selling and distributing the licensed products
without the financial resources and distribution capabilities of our licensees.
In the alternative, we would be forced to possibly secure another licensee
capable of manufacturing, marketing, selling, and distributing the licensed
products on behalf of us and paying any royalties based on the net sales of
those products. There can be no assurance that we would be able to meet these
obligations in the event that one or more of the license agreements is
terminated.

DEPENDENCE ON EXTERNAL FINANCING

     During the fiscal quarter ending September 30, 2000, we paid off and
terminated our credit facility with the proceeds from a loan from two investors
totaling $1,200,000 at an interest rate of 2.25% above the prime rate. The loan
is secured by substantially all of our assets and expires in August 2001. During
the first quarter of 2001, the Company entered into a similar agreement with
another investor for a loan totaling $105,000 at an interest rate of 2.25% above
the prime rate. The loan is secured by substantially all of the Company's assets
and expires in April 2002. We anticipate that we will be required to extend the
loans or raise additional funds through equity or debt financing. No assurance
can be given, however, that additional financing will be available on terms
acceptable to us, if at all.

INVESTMENT IN WRENCHEAD MAY NOT BE PROFITABLE

     We have made a substantial investment in Wrenchead, Inc. There can be no
assurance that the investment in Wrenchead will turn out to be profitable.

ROYALTY PAYMENTS WILL DECREASE AS A PERCENTAGE OF SALES AS ROYALTIES INCREASE

     The royalty structure negotiated by us with two of our current licensing
partners provides for a decrease in the applicable percentage of net sales that
determines royalty payments to us as net sales increase above certain levels.
The consequence of this structure is that our ability to realize the benefits of
a substantial increase in sales with respect to any group of our licensed
products sold by those licensing partners will be limited by the negotiated
royalty fee structure as net sales of the licensed products increase.

CHANGE IN BUSINESS STRATEGY MAY DEPRESS THE PRICE OF COMMON STOCK

     The completion of the sale and licensing of our one-piece cast aluminum
wheels and related accessories ("One-Piece Wheel Business"), our wheels with
non-cast wrought aluminum alloy outer rims and related accessories ("Wrought
Wheel Business"), our line of wheels with steel outer rims and related
accessories ("SOR Wheel Business") and any other related licensing arrangement
we may complete in the future represents a significant change in our business
model. In general, the outsourcing of the manufacturing, marketing, sales, and
distribution operations with respect to the licensed products, together with the
sale of the related assets, will result in a substantial decrease in our
revenues and operating and marketing costs. We anticipate that the decrease in
revenues and operating and marketing costs will be replaced by a stream of
royalty payments generated by the net sales of the licensed products by our
licensing partners. As a result, we only have one year of history of financial
results upon which shareholders can rely to make a determination that the new
business strategy will be successful. Given the uncertainty of the consequences
of this change in business strategy, as well as the significant decrease in
revenues expected to occur, there can be no assurance that the change will
result in a profitable stream of royalty payments. As a result of this
uncertainty, the price of our common stock may be adversely affected.

                                        4
<PAGE>
EXTENSION OF CRAGAR BRAND NAMES TO OTHER PRODUCTS MAY NOT BE SUCCESSFUL

     Our new business strategy contemplates using the services of Trademarketing
Resources, Inc. ("TRI") to extend the CRAGAR brand names to new products
developed by our licensees as well as to non-wheel related products within the
automotive aftermarket industry. We regard this extension of our brand names to
new products as a key element of a strategy that is designed to increase net
sales of CRAGAR brand products to generate increased royalty revenues. There can
be no assurance, however, that TRI, our licensees, or we will be successful in
developing and marketing any new products under the CRAGAR brand names, or if
any new products are developed, that the net sales of these products will have a
positive impact on our financial results.

NO DUTY TO DISTRIBUTE ROYALTY PAYMENTS TO OUR SHAREHOLDERS

     Any royalty payments made to us pursuant to the licensing agreements
initially will be used by us to increase our working capital and reduce our
debt. We have never paid any cash dividends on our common stock and do not
anticipate doing so in the foreseeable future. As a result, shareholders should
not anticipate that they will receive any distribution of the royalties
generated by our licensing transactions.

DEPENDENCE ON KEY CUSTOMERS; LICENSEES ABILITY TO MARKET AND SELL TO EXISTING
AND NEW CUSTOMERS

     A limited number of customers have historically accounted for a substantial
portion of our revenues in each year. Given our change in business strategy, we
expect that our current licensing partners will account for an even greater
percentage of our revenues in the future. The financial condition and success of
our customers and our ability to obtain orders from new customers have been
critical to our success and will be critical to the success of our licensing
partners. For the year ended December 31, 2000, our 10 largest customers
accounted for approximately 100% of gross sales, since other than sales of
excess inventory, gross sales were attributable to the licensing agreements and
the larger sale of excess inventory to PDK, Inc. For the year ended December 31,
1999, our 10 largest customers accounted for approximately 65.2% of gross sales
(excluding sales in the amount of $1,676,948, recorded as part of the sales of
assets to Weld Racing, Inc., a Missouri Corporation ("Weld") and Carlisle Tire
and Wheel Company, a Delaware Corporation and a wholly owned subsidiary of the
Carlisle Companies, Inc. ("Carlisle")) with J.H. Heafner Company, Inc.
accounting for 22.7% of gross sales, Buckeye Sales, Inc. accounting for 8.2% and
Autosales, Incorporated accounting for 7.9% of gross sales. The sales recorded
as part of the sales of assets to Weld and Carlisle represented 11.9% of the
aggregate gross sales (gross sales including sales recorded as a part of the
sales of assets to Weld and Carlisle). As a result of our change in business
strategy as described above, we believe an increasing percentage of revenues
will be dependent on royalties from sales of CRAGAR products by Weld, Carlisle
and Performance Wheel Outlet, Inc. a California Corporation ("Performance").
There can be no assurance that any of the licensees will be successful in their
sales and marketing efforts.

HIGHLY COMPETITIVE INDUSTRY

     The market for our products is highly competitive. We historically competed
primarily on the basis of product selection (which includes style and vehicle
fit), timely availability of product for delivery, quality, design innovation,
price, payment terms, and service. We anticipate that our licensing partners
will compete on those same terms. We believe that Weld, Carlisle, and
Performance have sufficient financial, operational, and distribution
capabilities to compete effectively within the custom aftermarket wheel
industry. However, there can be no assurance that our licensing partners will be
successful in marketing custom aftermarket wheels under the CRAGAR brand names.
Increased competition could result in price reductions (which may be in the form
of rebates or allowances), reduced margins, and loss of market share, all of
which could have a material adverse effect on our licensing partners, possibly
resulting in the reduction or elimination of royalty payments due to us.

                                        5
<PAGE>
GENERAL ECONOMIC FACTORS

     The automotive aftermarket is directly impacted by certain external
factors, such as the general demand for aftermarket automotive parts, prices for
raw materials used in producing our products, fluctuations in discretionary
consumer spending, and general economic conditions, including employment levels,
business conditions, interest rates, and tax rates. While we believe that
current economic conditions favor stability in the markets in which our products
are sold, various factors, including those listed above, could lead to decreased
sales and increased operating expenses. There can be no assurance that various
factors will not adversely affect our licensing partners' businesses in the
future, causing a decrease in royalty payments due us, or prevent us from
successfully implementing our business strategies.

NO ASSURANCE OF ADDITIONAL SUCCESSFUL ALLIANCES

     In furtherance of our change in business strategy and sale of our licensing
rights in the Wrought Wheel, SOR Wheel and One-Piece Wheel businesses, we
continue to consider alliances with other companies that could complement our
new business strategy, including other complementary automotive aftermarket
product lines where we can capitalize on the CRAGAR brand name. There can be no
assurance that suitable licensing candidates can be identified, or that, if
identified, adequate and acceptable licensing terms will be available to us that
would enable us to consummate such transactions. Furthermore, even if we
complete one or more licensing agreements, there can be no assurance that our
licensing partners will be successful in manufacturing, marketing, selling and
distributing the licensed products.

     Moreover, any additional investment by us in Wrenchead or other companies
may result in a potentially dilutive issuance of equity securities, or the
incurrence of additional debt, which could adversely affect our financial
position. Alliances, whether licensing or direct investments in companies,
involve numerous risks, such as the diversion of the attention of our management
from other business concerns and our entrance into markets in which we have had
no or only limited experience, both of which could have a material adverse
effect on us.

VARIABILITY IN OPERATING RESULTS; SEASONALITY

     Our results of operations have historically been subject to substantial
variations as a result of a number of factors. In particular, our operating
results have varied due to the size and timing of customer orders, delays in new
product enhancements and new product introductions, vendor quality control and
delivery difficulties, market acceptance of new products, product returns,
product rebates and allowances, seasonality in product purchases by distributors
and end users, and pricing trends in the automotive aftermarket industry in
general and in the specific markets in which we participate. Historically, our
net sales have been highest in the first and second quarters of each year.
Significant variability in orders during any period has had an impact on our
cash flow or workflow. We believe that any period-to-period comparisons of our
financial results are not necessarily meaningful and should not be relied upon
as an indication of future performance. We expect that our licensing partners
will be subject to the same variations and industry seasonality as we have
experienced in the past. These variations may cause fluctuations in the sales of
CRAGAR branded products thereby causing fluctuations in the royalties due us.

CHANGING CUSTOMER TRENDS; NEED FOR PRODUCT DEVELOPMENT

     Our success will depend, in part, on the ability of our licensing partners
to correctly and consistently anticipate, gauge, and respond in a timely manner
to changing consumer preferences. There can be no assurance that our licensed
products will continue to enjoy acceptance among consumers or that any of the
future CRAGAR branded products developed and marketed by our licensing partners
will achieve or maintain market acceptance. Any misjudgment by our licensing
partners of the market for a particular product or product extension, or their
failure to correctly anticipate changing consumer preferences, could have a
material adverse effect on their businesses, financial condition, and results of
operations. Any material adverse effect experienced by our licensing partners
may have an adverse effect on us and our financial condition and results of
operations.

                                        6
<PAGE>
REGULATORY COMPLIANCE

     We historically have been subject to various federal and state governmental
regulations related to occupational safety and health, labor, and wage practices
as well as federal, state, and local governmental regulations relating to the
storage, discharge, handling, emission, generation, manufacture, and disposal of
toxic or other hazardous substances used to produce our products. We believe
that we have been and are currently in material compliance with such
regulations. Prior to November 1999, in the ordinary course of our business, we
used metals, oils, and similar materials, which were stored on site. The waste
created by use of these materials was transported off-site on a regular basis by
a state-registered waste hauler. Although we are not aware of any material claim
or investigation with respect to these activities, there can be no assurance
that such a claim may not arise in the future or that the cost of complying with
governmental regulations in the future will not have a material adverse effect
on us.

     We are subject to regulation as a publicly traded company under the
Securities Exchange Act of 1934. In addition, as a consequence of the sale and
licensing of our Wrought Wheel, SOR Wheel and One-Piece businesses, which could
be considered a sale of substantially all of our assets, in exchange for the
receipt of a stream of royalty payments, we could face regulatory issues under
the Investment Company Act of 1940 if the royalty payments are considered
investment securities. If we are considered to be an investment company under
the 1940 Act, we would be required to register under that Act as an investment
company. As a registered investment company, we would be subject to further
regulatory oversight of the Division of Investment Management of the Commission,
and our activities would be subject to substantial and costly regulation under
the 1940 Act. While we do not believe that our activities will subject us to the
1940 Act and accordingly do not intend to register as an investment company
under the Act, there can be no assurance that such registration would not be
required in the future.

RELIANCE ON INTELLECTUAL PROPERTY

     We own the rights to certain trademarks and patents, rely on trade secrets
and proprietary information, technology, and know-how, and seeks to protect this
information through agreements with employees and vendors. There can be no
assurance that our patents will preclude our competitors from designing
competitive products, that proprietary information or confidentiality agreements
with licensees, employees, both current and former, and others will not be
breached, that our patents will not be infringed, that we would have adequate
remedies for any breach or infringement, or that our trade secrets will not
otherwise become known to or independently developed by competitors.

CONTROL BY EXISTING STOCKHOLDERS

     Our directors, officers, and principal stockholders beneficially own
approximately 42.5% of our outstanding common stock. As a result, these persons
have a significant influence on our affairs and management, as well as on all
matters requiring stockholder approval, including electing and removing members
of our Board of Directors, causing us to engage in transactions with affiliated
entities, causing or restricting the sale or merger of our company, and changing
our dividend policy. Such concentration of ownership and control could have the
effect of delaying, deferring, or preventing a change in control of our company
even when such a change of control would be in the best interest of our other
stockholders.

EFFECT OF PREFERRED STOCK ON RIGHTS OF COMMON STOCK

     Our Amended and Restated Certificate of Incorporation authorizes our Board
of Directors to issue "blank check" preferred stock, the relative rights,
powers, preferences, limitations, and restrictions of which may be fixed or
altered from time to time by our Board of Directors. Accordingly, our Board of
Directors is empowered, without stockholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting, or other rights that could
adversely affect the voting power and other rights of the holders of Common
Stock. In the first quarter of 1998, for example, we issued 22,500 shares of
Series A Preferred Stock for approximately $2,250,000 in additional capital.
During the quarter ended September 30, 2000, 11,500 shares of Series A Preferred
Stock and the preferred stock dividends issued on that stock were converted into
456,393 shares of our common stock. During the month ended January 30, 2001, an
additional 11,000 shares of Series A Preferred Stock and the preferred stock
dividends
                                        7
<PAGE>
issued on that stock were converted into 615,585 shares of common stock. As of
the month ended January 30, 2001 there was no longer any Series A Preferred
Stock outstanding.

     Additional series of preferred stock could be issued, under certain
circumstances, as a method of discouraging, delaying, or preventing a change in
control of our company that stockholders might consider to be in our company's
best interests. There can be no assurance that we will not issue additional
shares of preferred stock in the future.

DEPENDENCE ON KEY PERSONNEL

     Our future success depends, in large part, on the efforts of Michael L.
Hartzmark, our Chairman and Chief Executive Officer. The loss of the services of
Dr. Hartzmark could have a material adverse effect on our business. While Dr.
Hartzmark does not have an employment agreement with us, Dr. Hartzmark and his
family beneficially held, as of March 31, 2001, more than 16.6% of our common
stock. The successful implementation of our business strategies will depend, for
the most part, on qualified management and other personnel being hired by our
licensing partners. In addition, the successful implementation of our brand
extension strategy will depend, for the most part, on the qualified management
and other personnel working at Trademarketing Resources, Inc. We have no input
in the hiring decisions being made by our licensing partners. We do not maintain
key man insurance on any of our personnel or consultants.

NO CASH DIVIDENDS

     We have never paid cash dividends or stock dividends on our common stock
and do not anticipate that we will pay cash dividends in the foreseeable future.
It is anticipated that any earnings will be used to finance growth of our
business and to reduce our debt.

ACCOUNTING MATTERS

     The Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin ("SAB") No. 101 "Revenue Recognition" which provides guidance on the
recognition, presentation and disclosure of revenue in financial statements
filed with the SEC. SAB No. 101 is applicable beginning with our fourth quarter
fiscal 2001 consolidated financial statements. Based on our current analysis of
SAB No. 101, we do not believe it will have a material impact on our financial
results.

     The FASB issued Interpretation No. 44, "Accounting for Certain Transactions
Involving Stock Compensation, the Interpretation of APB Opinion No. 25" ("FIN
44"). The Interpretation is intended to clarify certain problems that have
arisen in practice since the issuance of APB No. 25, "Accounting for Stock
Issued to Employees." The effective date of the Interpretation was July 1, 2000.
The provisions of the Interpretation apply prospectively, but they will also
cover certain events occurring after December 15, 1998 and after January 12,
2000. We believe the adoption of FIN 44 has not had a material adverse affect on
our current and historical financial statements.




                                        8
<PAGE>
                              SELLING STOCKHOLDERS

     The following table sets forth (i) the name of each of the selling
stockholders, or their respective legatees, heirs, or legal representatives
(collectively, the "Selling Stockholders"), all of whom are current consultants
to the Company, (ii) the number of shares of Common Stock of the Company
beneficially owned by each Selling Stockholder as of May 1, 2001, and (iii) the
number of shares of Common Stock granted to each Selling Stockholder, and which
he may offer and sell pursuant to this Prospectus. The shares to be offered
hereunder may be sold from time to time subject to vesting and other forfeiture
restrictions.

                                                        NUMBER OF SHARES OF
                                                           COMMON STOCK
                             NUMBER OF                   ACQUIRED PURSUANT
                             SHARES OF                   TO THE RESTRICTED
                              COMMON                    STOCK AGREEMENT AND
                               STOCK                    WHICH MAY BE OFFERED
    NAME                     OWNED (1)      PERCENT        PURSUANT HERETO
-----------------------    ------------    ---------    --------------------
Robert E. Horton              46,546           *               23,273
Michael D. Rachuy             11,636           *                5,818
Dennis Wood                   58,182           *               29,091

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

*  Less than one percent

(1)  Except as indicated, and subject to community property laws when
     applicable, the persons named in the table above have sole voting and
     investment power with respect to all shares of Common Stock shown as
     beneficially owned by them.


                              PLAN OF DISTRIBUTION

     This Prospectus, as appropriately amended or supplemented, may be used from
time to time principally by persons who were granted shares ("Shares") of Common
Stock pursuant to separate Restricted Stock Agreements, or their transferees,
pledgees, donees, legatees, heirs, or legal representatives who wish to offer
and sell such Shares (such persons are herein referred to as the "Selling
Stockholder" or "Selling Stockholders") in transactions in which they and any
person acting on their behalf through whom such Shares are sold may be deemed to
be underwriters within the meaning of the Securities Act. The Company has
granted registration rights to the Selling Stockholders. The Registration
Statement of which this Prospectus forms a part is intended to satisfy these
registration rights. The Company will receive none of the proceeds from any such
sales. The Company will pay substantially all of the expenses incident to this
offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents.

     There presently are no arrangements or understandings, formal or informal,
pertaining to the distribution of the Shares described herein. Upon the Company
being notified by a Selling Stockholder that any material arrangements have been
entered into for the sale of Shares, to the extent required, the Company will
file, during any period in which offers or sales are being made, one or more
supplements to this Prospectus to set forth the names of Selling Stockholders
and any other material information with respect to the plan of distribution not
previously disclosed. In addition, any Shares which qualify for sale pursuant to
Section 4 of, or Rules 144 or 144A under, the Securities Act may be sold under
such provisions rather than pursuant to this Prospectus.

     Selling Stockholders may sell the Shares being offered hereby from time to
time in transactions (which may involve crosses and block transactions) on the
Over The Counter Bulletin Board ("OTCBB") at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices, at fixed prices, or in transactions directly to one or more purchasers,
including pledgees in privately negotiated transactions (including sales
pursuant to pledges). Selling Stockholders may sell some or all of the shares in
transactions

                                        9
<PAGE>
involving broker-dealers, who may act either as agent or as principal.
Broker-dealers participating in such transactions as agent may receive
commissions from Selling Stockholders (and, if they act as agent for the
purchaser of such Shares, from such purchaser), such commissions computed in
appropriate cases in accordance with the applicable rules of the OTCBB, which
commissions may be at negotiated rates where permissible under such rules.

     Participating broker-dealers may agree with Selling Stockholders to sell a
specified number of Shares at a stipulated price per share and, to the extent
such broker-dealer is unable to do so acting as an agent for Selling
Stockholders, to purchase as principal any unsold shares at the price required
to fulfill the broker-dealer's commitment to Selling Stockholders. In addition
or alternatively, Shares may be sold by Selling Stockholders and/or by or
through other broker-dealers in special offerings or secondary distributions
pursuant to and in compliance with the governing rules of the OTCBB, and in
connection therewith commissions in excess of the customary commissions
prescribed by the rules of the OTCBB may be paid to participating
broker-dealers, or, in the case of certain secondary distributions, a discount
or concession from the offering price may be allowed to participating
broker-dealers in excess of the customary commission. Broker-dealers who acquire
Shares as principal may thereafter resell such Shares from time to time in
transactions (which may involve crosses and block transactions and which may
involve sales to or through other broker-dealers, including transactions of the
nature described in the preceding two sentences) on the OTCBB, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
commissions from the purchaser of such Shares.

     Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation Regulation M, which provisions may limit the timing of purchases and
sales of any of the Shares by the Selling Stockholders. All of the foregoing may
affect the marketability of the Shares.

     If the Shares are sold in an underwritten offering, the underwriting and
selling group members (if any) may engage in passive market making transactions
in the Common Stock on the OTCBB immediately prior to the commencement of the
offering in accordance with Regulation M. Passive market making presently
consists of displaying bids on the OTCBB limited by the bid prices of market
makers not connected with such offering and purchases limited by such prices and
effected in response to order flow. Net purchases by a passive market maker on
each day are limited in amount to 30% of the passive market maker's average
daily trading volume in the Common Stock during the period of the two full
consecutive calendar months prior to the determination of the offering price in
connection with a sale pursuant to this Prospectus and must be discontinued when
such limit is reached. Passive market making may stabilize the market price of
the Common Stock at a level above that which might otherwise prevail and, if
commenced, may be discontinued at any time.

     The Company may agree to indemnify each Selling Stockholder as an
underwriter under the Securities Act against certain liabilities, including
liabilities arising under the Securities Act. Each Selling Stockholder may
indemnify any broker-dealer that participates in transactions involving sales of
the Shares against certain liabilities, including liabilities arising under the
Securities Act.

                                  LEGAL MATTERS

     The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Greenberg Traurig, LLP, Phoenix, Arizona.

                                     EXPERTS

     The consolidated financial statements of the Company as of December 31,
2000 incorporated by reference in this prospectus and in the Registration
Statement have been audited by Semple & Cooper LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
auditing and accounting in giving said reports.

                                       10
<PAGE>
                              AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048; and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60604. Copies of such material may
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549, at prescribed
rates. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Common Stock of
the Company is quoted on the Over The Counter Bulletin Board (symbol: CRGR.OB).
The Commission also maintains a Web site that contains reports, proxy and
information statements and other materials that are filed through the
Commission's Electronic Data Gathering, Analysis, and Retrieval system. This Web
side can be accessed at http://www.sec.gov.
































                                       11
<PAGE>
========================================      ==================================


     NO  DEALER,   SALESPERSON,  OR  ANY                240,000 SHARES
OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY   INFORMATION   OR   TO   MAKE   ANY
REPRESENTATIONS    OTHER    THAN   THOSE            CRAGAR INDUSTRIES, INC.
CONTAINED  IN THIS  PROSPECTUS  AND,  IF
GIVEN  OR  MADE,  SUCH   INFORMATION  OR
REPRESENTATIONS  MUST NOT BE RELIED UPON
AS  HAVING   BEEN   AUTHORIZED   BY  THE
COMPANY.   THIS   PROSPECTUS   DOES  NOT
CONSTITUTE   AN   OFFER  TO  SELL  OR  A                 COMMON STOCK
SOLICITATION  OF AN  OFFER  TO  BUY  THE
SECURITIES   BY   ANY   PERSON   IN  ANY
JURISDICTION  IN  WHICH  SUCH  OFFER  OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL.  UNDER NO              ------------------
CIRCUMSTANCES SHALL THE DELIVERY OF THIS
PROSPECTUS  OR ANY SALE MADE PURSUANT TO                  PROSPECTUS
THIS  PROSPECTUS  CREATE ANY IMPLICATION
THAT   INFORMATION   CONTAINED  IN  THIS              ------------------
PROSPECTUS  IS  CORRECT  AS OF ANY  TIME
SUBSEQUENT   TO   THE   DATE   OF   THIS
PROSPECTUS.


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






       TABLE OF CONTENTS


Incorporation of Certain
  Documents by Reference...............3
Risk Factors...........................3
Selling Stockholders...................9
Plan of Distribution...................9
Legal Matters.........................10
Experts...............................10
Available Information.................11




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

                                                          MAY 22, 2001


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

                                       12
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents or information have been filed by the Company
with the Securities and Exchange Commission (the "Commission") and are
incorporated herein by reference:

(a)      The Company's Annual Report on Form 10-KSB for the fiscal year ended
         December 31, 2000, as amended, or the latest prospectus filed pursuant
         to Rule 424(b) under the Securities Act of 1933, as amended, that
         contains audited financial statements for the Company's latest fiscal
         year for which such statements have been filed.

(b)      All other reports filed with the Commission pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 since the end of the
         fiscal year covered by the documents of the Company referred to in (a)
         above.

         All documents and information filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all of the
securities offered under this Registration Statement have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this Registration Statement
as of the date of filing of 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 other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

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 Company's Bylaws provide that the Company shall to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than such law permitted the Company to provide prior to
such amendment), indemnify and hold harmless any person who was or is a party,
or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan (hereinafter an "Indemnitee")
against expenses, liabilities and losses (including attorneys' fees, judgments,
fines, excise taxes or penalties paid in connection with the Employee Retirement
Income Security Act of 1974, as amended, and amounts paid in settlement)
reasonably incurred or suffered by such Indemnitee in connection therewith;
provided, however, that except as provided in the Bylaws with respect to
proceedings to enforce rights to indemnification, the Company shall indemnify
any such Indemnitee in connection with a proceeding (or part thereof) initiated
by such Indemnitee only if such proceeding or part thereof was authorized by the
Board of Directors of this Company.

                                       13
<PAGE>
         The right to indemnification conferred in the Company's Bylaws includes
the right to be paid by the Company the expenses (including attorneys' fees)
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an Indemnitee in his capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such Indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Company of an undertaking, by or
on behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is not
further right to appeal that such Indemnitee is not entitled to be indemnified
for such expenses under this section or otherwise. The rights to indemnification
and to the advancement of expenses conferred in this section of the Bylaws shall
be contract rights and such rights shall continue as to an Indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the Indemnitee's heirs, executors and administrators.

         If a claim under the two preceding paragraphs of this section of the
Bylaws is not paid in full by the Company within 60 days after a written claim
has been received by the Company, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be 20 days,
the Indemnitee may at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Company to recover an advancement of
expenses pursuant to the terms of an undertaking, the Indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the Indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the Indemnitee to enforce a right to an
advancement of expenses) and (ii) in any suit brought by the Company to recover
an advancement of expenses pursuant to the terms of an undertaking, the Company
shall be entitled to recover such expenses upon a final adjudication that the
Indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Company
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the Company
(including its Board of Directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard of
conduct shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such advancement of expenses under this
section of the Bylaws or otherwise shall be on the Company.

         The Delaware General Corporation Law provides that indemnification is
permissible only when the director, officer, employee, or agent acted in good
faith and 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, had no reasonable cause to believe the conduct was unlawful. The
Delaware General Corporation Law also precludes indemnification in respect of
any claim, issue, or matter as to which an officer, director, employee, or agent
shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine that, despite such adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The Company issued a total of 116,364 shares of its Common Stock to the
Selling Stockholders under separate Restricted Stock Agreements dated April 1,
2001. These shares were issued in a private transaction in reliance upon the
exemption from registration under the Securities Act provided by Section 4(2) of
the Securities Act and/or Regulation D promulgated under the Securities Act.


                                       14
<PAGE>
ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION OF EXHIBIT
-------     ------------------------------------------------------------
  5         Legal Opinion of Greenberg Traurig, LLP
  10        Form of Stock Grant Agreement
  23.1      Consent of Semple & Cooper, LLP
  24        Powers of Attorney of Directors and Executive Officers (included on
            the Signature Page of this Registration Statement)
-----------------

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 of 1933;

                    (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.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective 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.

              (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 Sections 13(a) or 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 offering
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                       15
<PAGE>


         (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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.






































                                       16
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Scottsdale, State of Arizona on May 22, 2001.


                                                 CRAGAR INDUSTRIES, INC.

                                                 By: /s/ Michael L. Hartzmark
                                                     ------------------------
                                                     Michael L. Hartzmark
                                                     Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Michael L. Hartzmark as his true and
lawful attorney-in-fact and agent, 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 (including post-effective amendments)
to this 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying, and confirming all that said
attorney-in-fact and agent 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, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated:

      SIGNATURE                          TITLE                        DATE
======================       ==================================     ============

/s/ Michael L. Hartzmark     Chief Executive Officer, Treasurer     May 22, 2001
------------------------     and Director (Principal Executive
Michael L. Hartzmark         Officer)

/s/ Richard P. Franke        Chief Financial Officer (Principal     May 22, 2001
------------------------     Financial Officer)
Richard P. Franke

/s/ Michael Miller           President, Secretary, and Director     May 22, 2001
------------------------
Michael Miller

/s/ Marc Dworkin             Director                               May 22, 2001
------------------------
Marc Dworkin

/s/ Donald McIntyre          Director                               May 22, 2001
------------------------
Donald McIntyre

/s/ Mark Schwartz            Director                               May 22, 2001
------------------------
Mark Schwartz

                                       17
[{"type": "S-8", "sequence": "1", "filename": "forms-8_10677.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 60441}]
{"company-data": {"conformed-name": "CRAGAR INDUSTRIES INC /DE", "cik": "0001024125", "assigned-sic": "3714", "irs-number": "860721001", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61414", "film-number": "1645853"}, "business-address": {"street1": "4336 N. 43RD AVE", "city": "PHOENIX", "state": "AZ", "zip": "85031", "phone": "6022471300"}, "mail-address": {"street1": "4636 N. 43RD AVE", "city": "PHOENIX", "state": "AZ", "zip": "85031"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 2001
                                               REGISTRATION NO. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

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

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

                             CRAGAR INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                             86-0721001
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                     7373 NORTH SCOTTSDALE ROAD, SUITE B-274
                            SCOTTSDALE, ARIZONA 85253
               (Address of principal executive offices) (Zip Code)

               CRAGAR INDUSTRIES, INC. RESTRICTED STOCK AGREEMENT
                              (Full Title of Plan)

                              MICHAEL L. HARTZMARK
                             CRAGAR INDUSTRIES, INC.
                           7373 NORTH SCOTTSDALE ROAD
                                   SUITE B-274
                            SCOTTSDALE, ARIZONA 85253
                                (Name and address
                              of agent for service)

                                 (480) 596-6483
                          (Telephone number, including
                        area code, of agent for service)

                                 WITH A COPY TO:

                             MICHAEL L. KAPLAN, ESQ.
                             GREENBERG TRAURIG, LLP
                       2375 EAST CAMELBACK ROAD, SUITE 700
                             PHOENIX, ARIZONA 85016

     This Registration  Statement shall become effective immediately upon filing
with the Securities and Exchange Commission,  and sales of registered securities
will begin as soon as reasonably practicable after such effective date.

================================================================================
CALCULATION OF REGISTRATION FEE
===================== ================ ================== ==================== ==================
                                        Proposed Maximum    Proposed maximum
 Title of Securities    Amount to be     offering price    aggregate offering      Amount of
  to be Registered       Registered        per share              price         registration fee
--------------------- ---------------- ------------------ -------------------- ------------------
Common Stock       240,000 Shares       $2.23(1)        $535,200(1)            $133.80(2)
===================== ================ ================== ==================== ==================
(1)  Estimated as of May 9, 2001, the most recent date on which shares of Cragar
     Industries, Inc. common stock were sold, pursuant to Rule 457(c) under the
     Securities Act of 1933, as amended (the "Securities Act"), solely for the
     purpose of calculating the registration fee.

(2)  Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
     amended.
240,000 SHARES

                             CRAGAR INDUSTRIES, INC.

                                  COMMON STOCK

     Certain stockholders of Cragar Industries, Inc. (the "Company") are using
this Prospectus to offer shares of the Company's common stock (the "Common
Stock") that they received from the Company pursuant to separate Restricted
Stock Agreements.

     The Company expects that sales made pursuant to this Prospectus will be
made:

     o  in broker's transactions;

     o  in transactions directly with market makers; or

     o  in negotiated sales or otherwise.

     The selling stockholders will determine when they will sell their shares,
and in all cases they will sell their shares at the current market price, or at
negotiated prices at the time of the sale. The Company will not receive any of
the proceeds from these sales.

     The brokers and dealers that the selling stockholders utilize in selling
these shares may receive compensation in the form of underwriting discounts,
concessions, or commissions from the sellers or purchasers of the shares. Any
compensation may exceed customary commissions. The selling stockholders and the
brokers and dealers that they utilize may be deemed to be "underwriters" within
the meaning of the securities laws, and any commissions received and any profits
realized by them on the sale of shares may be considered to be underwriting
compensation.

     The shares of Common Stock are listed on the Over The Counter Bulletin
Board under the symbol "CRGR.OB". On May 9, 2001, the last reported sale price
of the Common Stock as reported on the Over The Counter Bulletin Board was $2.25
per share.

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

     PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER
"RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.

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

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                  The date of this Prospectus is May 22, 2001.

                                        2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000 previously filed by the Company with the Commission pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") is hereby
incorporated by reference, except as superseded or modified herein.

     Each document filed subsequent to the date of this Prospectus pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering shall be deemed to be incorporated by reference in this
Prospectus and shall be part hereof from the date of filing of such document.

     The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document described
above. Requests for such copies should be directed to Cragar Industries, Inc.,
7373 North Scottsdale Road, Suite B-274, Scottsdale, Arizona 85253, telephone
(480) 596-6483.

     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 Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is (or is deemed to be)
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or this
Prospectus.

                                  RISK FACTORS

     BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THERE ARE
RISKS, INCLUDING THOSE SET FORTH BELOW. YOU SHOULD CAREFULLY CONSIDER THESE RISK
FACTORS, TOGETHER WITH ALL THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS,
BEFORE YOU DECIDE TO PURCHASE SHARES OF OUR COMMON STOCK.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

     Our future operating results and financial condition are dependent upon,
among other things, our ability to implement our new business strategy.
Potential risks and uncertainties that could affect our profitability are set
forth below.

HISTORY OF PREVIOUS LOSSES; STOCKHOLDERS' DEFICIT; GOING CONCERN OPINION

     We were incorporated in December 1992 and have incurred significant losses
in each of our completed fiscal years through December 31, 1998. For the year
ended December 31, 2000, we reported net earnings of $1,075,029 and for the year
ended December 31, 1999, we reported net earnings of $54,678. As of December 31,
2000, we had an accumulated deficit of $15,597,455 and a total stockholders'
deficit of $569,133. There can be no assurance that we will be profitable in the
future.

     As a result of our total stockholders' deficit and the uncertainty
regarding our ability to meet our anticipated operating and working capital
needs, the independent auditors' report on the Company's 2000 financial
statements has been qualified for a going concern.

DEPENDENCE ON THIRD PARTIES TO GENERATE ROYALTIES

     As a result of our change in business strategy, our revenues and operating
results will be substantially dependent on the efforts and success of our third
party licensing partners. Because the amount of royalties payable to us are
determined by the net sales of those products by our licensing partners, our
revenues will be subject to the abilities of our licensing partners to generate
substantial net sales and deliver a high-quality product on a timely basis to
our customers. In addition, because the primary fiduciary obligations of our
licensing partners are to their shareholders rather than our shareholders, they
may make decisions or take steps that would result in lower royalty payments
than would otherwise be the case. If any of our three licensing partners does
not meet its obligation under

                                        3
its respective licensing agreement, our primary remedy is to terminate that
license agreement, which may be an effective remedy only if we can identify and
secure other capable licensees of the affected products.

INABILITY TO SUPPORT MANUFACTURING, MARKETING, SALE, AND DISTRIBUTION IF THIRD
PARTY TERMINATES THE LICENSE AGREEMENT

     If any of the three licensing partners terminates its license agreement or
we terminate the license agreement for any reason, we may be forced to incur the
cost of manufacturing, marketing, selling and distributing the licensed products
without the financial resources and distribution capabilities of our licensees.
In the alternative, we would be forced to possibly secure another licensee
capable of manufacturing, marketing, selling, and distributing the licensed
products on behalf of us and paying any royalties based on the net sales of
those products. There can be no assurance that we would be able to meet these
obligations in the event that one or more of the license agreements is
terminated.

DEPENDENCE ON EXTERNAL FINANCING

     During the fiscal quarter ending September 30, 2000, we paid off and
terminated our credit facility with the proceeds from a loan from two investors
totaling $1,200,000 at an interest rate of 2.25% above the prime rate. The loan
is secured by substantially all of our assets and expires in August 2001. During
the first quarter of 2001, the Company entered into a similar agreement with
another investor for a loan totaling $105,000 at an interest rate of 2.25% above
the prime rate. The loan is secured by substantially all of the Company's assets
and expires in April 2002. We anticipate that we will be required to extend the
loans or raise additional funds through equity or debt financing. No assurance
can be given, however, that additional financing will be available on terms
acceptable to us, if at all.

INVESTMENT IN WRENCHEAD MAY NOT BE PROFITABLE

     We have made a substantial investment in Wrenchead, Inc. There can be no
assurance that the investment in Wrenchead will turn out to be profitable.

ROYALTY PAYMENTS WILL DECREASE AS A PERCENTAGE OF SALES AS ROYALTIES INCREASE

     The royalty structure negotiated by us with two of our current licensing
partners provides for a decrease in the applicable percentage of net sales that
determines royalty payments to us as net sales increase above certain levels.
The consequence of this structure is that our ability to realize the benefits of
a substantial increase in sales with respect to any group of our licensed
products sold by those licensing partners will be limited by the negotiated
royalty fee structure as net sales of the licensed products increase.

CHANGE IN BUSINESS STRATEGY MAY DEPRESS THE PRICE OF COMMON STOCK

     The completion of the sale and licensing of our one-piece cast aluminum
wheels and related accessories ("One-Piece Wheel Business"), our wheels with
non-cast wrought aluminum alloy outer rims and related accessories ("Wrought
Wheel Business"), our line of wheels with steel outer rims and related
accessories ("SOR Wheel Business") and any other related licensing arrangement
we may complete in the future represents a significant change in our business
model. In general, the outsourcing of the manufacturing, marketing, sales, and
distribution operations with respect to the licensed products, together with the
sale of the related assets, will result in a substantial decrease in our
revenues and operating and marketing costs. We anticipate that the decrease in
revenues and operating and marketing costs will be replaced by a stream of
royalty payments generated by the net sales of the licensed products by our
licensing partners. As a result, we only have one year of history of financial
results upon which shareholders can rely to make a determination that the new
business strategy will be successful. Given the uncertainty of the consequences
of this change in business strategy, as well as the significant decrease in
revenues expected to occur, there can be no assurance that the change will
result in a profitable stream of royalty payments. As a result of this
uncertainty, the price of our common stock may be adversely affected.

                                        4
EXTENSION OF CRAGAR BRAND NAMES TO OTHER PRODUCTS MAY NOT BE SUCCESSFUL

     Our new business strategy contemplates using the services of Trademarketing
Resources, Inc. ("TRI") to extend the CRAGAR brand names to new products
developed by our licensees as well as to non-wheel related products within the
automotive aftermarket industry. We regard this extension of our brand names to
new products as a key element of a strategy that is designed to increase net
sales of CRAGAR brand products to generate increased royalty revenues. There can
be no assurance, however, that TRI, our licensees, or we will be successful in
developing and marketing any new products under the CRAGAR brand names, or if
any new products are developed, that the net sales of these products will have a
positive impact on our financial results.

NO DUTY TO DISTRIBUTE ROYALTY PAYMENTS TO OUR SHAREHOLDERS

     Any royalty payments made to us pursuant to the licensing agreements
initially will be used by us to increase our working capital and reduce our
debt. We have never paid any cash dividends on our common stock and do not
anticipate doing so in the foreseeable future. As a result, shareholders should
not anticipate that they will receive any distribution of the royalties
generated by our licensing transactions.

DEPENDENCE ON KEY CUSTOMERS; LICENSEES ABILITY TO MARKET AND SELL TO EXISTING
AND NEW CUSTOMERS

     A limited number of customers have historically accounted for a substantial
portion of our revenues in each year. Given our change in business strategy, we
expect that our current licensing partners will account for an even greater
percentage of our revenues in the future. The financial condition and success of
our customers and our ability to obtain orders from new customers have been
critical to our success and will be critical to the success of our licensing
partners. For the year ended December 31, 2000, our 10 largest customers
accounted for approximately 100% of gross sales, since other than sales of
excess inventory, gross sales were attributable to the licensing agreements and
the larger sale of excess inventory to PDK, Inc. For the year ended December 31,
1999, our 10 largest customers accounted for approximately 65.2% of gross sales
(excluding sales in the amount of $1,676,948, recorded as part of the sales of
assets to Weld Racing, Inc., a Missouri Corporation ("Weld") and Carlisle Tire
and Wheel Company, a Delaware Corporation and a wholly owned subsidiary of the
Carlisle Companies, Inc. ("Carlisle")) with J.H. Heafner Company, Inc.
accounting for 22.7% of gross sales, Buckeye Sales, Inc. accounting for 8.2% and
Autosales, Incorporated accounting for 7.9% of gross sales. The sales recorded
as part of the sales of assets to Weld and Carlisle represented 11.9% of the
aggregate gross sales (gross sales including sales recorded as a part of the
sales of assets to Weld and Carlisle). As a result of our change in business
strategy as described above, we believe an increasing percentage of revenues
will be dependent on royalties from sales of CRAGAR products by Weld, Carlisle
and Performance Wheel Outlet, Inc. a California Corporation ("Performance").
There can be no assurance that any of the licensees will be successful in their
sales and marketing efforts.

HIGHLY COMPETITIVE INDUSTRY

     The market for our products is highly competitive. We historically competed
primarily on the basis of product selection (which includes style and vehicle
fit), timely availability of product for delivery, quality, design innovation,
price, payment terms, and service. We anticipate that our licensing partners
will compete on those same terms. We believe that Weld, Carlisle, and
Performance have sufficient financial, operational, and distribution
capabilities to compete effectively within the custom aftermarket wheel
industry. However, there can be no assurance that our licensing partners will be
successful in marketing custom aftermarket wheels under the CRAGAR brand names.
Increased competition could result in price reductions (which may be in the form
of rebates or allowances), reduced margins, and loss of market share, all of
which could have a material adverse effect on our licensing partners, possibly
resulting in the reduction or elimination of royalty payments due to us.

                                        5
GENERAL ECONOMIC FACTORS

     The automotive aftermarket is directly impacted by certain external
factors, such as the general demand for aftermarket automotive parts, prices for
raw materials used in producing our products, fluctuations in discretionary
consumer spending, and general economic conditions, including employment levels,
business conditions, interest rates, and tax rates. While we believe that
current economic conditions favor stability in the markets in which our products
are sold, various factors, including those listed above, could lead to decreased
sales and increased operating expenses. There can be no assurance that various
factors will not adversely affect our licensing partners' businesses in the
future, causing a decrease in royalty payments due us, or prevent us from
successfully implementing our business strategies.

NO ASSURANCE OF ADDITIONAL SUCCESSFUL ALLIANCES

     In furtherance of our change in business strategy and sale of our licensing
rights in the Wrought Wheel, SOR Wheel and One-Piece Wheel businesses, we
continue to consider alliances with other companies that could complement our
new business strategy, including other complementary automotive aftermarket
product lines where we can capitalize on the CRAGAR brand name. There can be no
assurance that suitable licensing candidates can be identified, or that, if
identified, adequate and acceptable licensing terms will be available to us that
would enable us to consummate such transactions. Furthermore, even if we
complete one or more licensing agreements, there can be no assurance that our
licensing partners will be successful in manufacturing, marketing, selling and
distributing the licensed products.

     Moreover, any additional investment by us in Wrenchead or other companies
may result in a potentially dilutive issuance of equity securities, or the
incurrence of additional debt, which could adversely affect our financial
position. Alliances, whether licensing or direct investments in companies,
involve numerous risks, such as the diversion of the attention of our management
from other business concerns and our entrance into markets in which we have had
no or only limited experience, both of which could have a material adverse
effect on us.

VARIABILITY IN OPERATING RESULTS; SEASONALITY

     Our results of operations have historically been subject to substantial
variations as a result of a number of factors. In particular, our operating
results have varied due to the size and timing of customer orders, delays in new
product enhancements and new product introductions, vendor quality control and
delivery difficulties, market acceptance of new products, product returns,
product rebates and allowances, seasonality in product purchases by distributors
and end users, and pricing trends in the automotive aftermarket industry in
general and in the specific markets in which we participate. Historically, our
net sales have been highest in the first and second quarters of each year.
Significant variability in orders during any period has had an impact on our
cash flow or workflow. We believe that any period-to-period comparisons of our
financial results are not necessarily meaningful and should not be relied upon
as an indication of future performance. We expect that our licensing partners
will be subject to the same variations and industry seasonality as we have
experienced in the past. These variations may cause fluctuations in the sales of
CRAGAR branded products thereby causing fluctuations in the royalties due us.

CHANGING CUSTOMER TRENDS; NEED FOR PRODUCT DEVELOPMENT

     Our success will depend, in part, on the ability of our licensing partners
to correctly and consistently anticipate, gauge, and respond in a timely manner
to changing consumer preferences. There can be no assurance that our licensed
products will continue to enjoy acceptance among consumers or that any of the
future CRAGAR branded products developed and marketed by our licensing partners
will achieve or maintain market acceptance. Any misjudgment by our licensing
partners of the market for a particular product or product extension, or their
failure to correctly anticipate changing consumer preferences, could have a
material adverse effect on their businesses, financial condition, and results of
operations. Any material adverse effect experienced by our licensing partners
may have an adverse effect on us and our financial condition and results of
operations.

                                        6
REGULATORY COMPLIANCE

     We historically have been subject to various federal and state governmental
regulations related to occupational safety and health, labor, and wage practices
as well as federal, state, and local governmental regulations relating to the
storage, discharge, handling, emission, generation, manufacture, and disposal of
toxic or other hazardous substances used to produce our products. We believe
that we have been and are currently in material compliance with such
regulations. Prior to November 1999, in the ordinary course of our business, we
used metals, oils, and similar materials, which were stored on site. The waste
created by use of these materials was transported off-site on a regular basis by
a state-registered waste hauler. Although we are not aware of any material claim
or investigation with respect to these activities, there can be no assurance
that such a claim may not arise in the future or that the cost of complying with
governmental regulations in the future will not have a material adverse effect
on us.

     We are subject to regulation as a publicly traded company under the
Securities Exchange Act of 1934. In addition, as a consequence of the sale and
licensing of our Wrought Wheel, SOR Wheel and One-Piece businesses, which could
be considered a sale of substantially all of our assets, in exchange for the
receipt of a stream of royalty payments, we could face regulatory issues under
the Investment Company Act of 1940 if the royalty payments are considered
investment securities. If we are considered to be an investment company under
the 1940 Act, we would be required to register under that Act as an investment
company. As a registered investment company, we would be subject to further
regulatory oversight of the Division of Investment Management of the Commission,
and our activities would be subject to substantial and costly regulation under
the 1940 Act. While we do not believe that our activities will subject us to the
1940 Act and accordingly do not intend to register as an investment company
under the Act, there can be no assurance that such registration would not be
required in the future.

RELIANCE ON INTELLECTUAL PROPERTY

     We own the rights to certain trademarks and patents, rely on trade secrets
and proprietary information, technology, and know-how, and seeks to protect this
information through agreements with employees and vendors. There can be no
assurance that our patents will preclude our competitors from designing
competitive products, that proprietary information or confidentiality agreements
with licensees, employees, both current and former, and others will not be
breached, that our patents will not be infringed, that we would have adequate
remedies for any breach or infringement, or that our trade secrets will not
otherwise become known to or independently developed by competitors.

CONTROL BY EXISTING STOCKHOLDERS

     Our directors, officers, and principal stockholders beneficially own
approximately 42.5% of our outstanding common stock. As a result, these persons
have a significant influence on our affairs and management, as well as on all
matters requiring stockholder approval, including electing and removing members
of our Board of Directors, causing us to engage in transactions with affiliated
entities, causing or restricting the sale or merger of our company, and changing
our dividend policy. Such concentration of ownership and control could have the
effect of delaying, deferring, or preventing a change in control of our company
even when such a change of control would be in the best interest of our other
stockholders.

EFFECT OF PREFERRED STOCK ON RIGHTS OF COMMON STOCK

     Our Amended and Restated Certificate of Incorporation authorizes our Board
of Directors to issue "blank check" preferred stock, the relative rights,
powers, preferences, limitations, and restrictions of which may be fixed or
altered from time to time by our Board of Directors. Accordingly, our Board of
Directors is empowered, without stockholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting, or other rights that could
adversely affect the voting power and other rights of the holders of Common
Stock. In the first quarter of 1998, for example, we issued 22,500 shares of
Series A Preferred Stock for approximately $2,250,000 in additional capital.
During the quarter ended September 30, 2000, 11,500 shares of Series A Preferred
Stock and the preferred stock dividends issued on that stock were converted into
456,393 shares of our common stock. During the month ended January 30, 2001, an
additional 11,000 shares of Series A Preferred Stock and the preferred stock
dividends
                                        7
issued on that stock were converted into 615,585 shares of common stock. As of
the month ended January 30, 2001 there was no longer any Series A Preferred
Stock outstanding.

     Additional series of preferred stock could be issued, under certain
circumstances, as a method of discouraging, delaying, or preventing a change in
control of our company that stockholders might consider to be in our company's
best interests. There can be no assurance that we will not issue additional
shares of preferred stock in the future.

DEPENDENCE ON KEY PERSONNEL

     Our future success depends, in large part, on the efforts of Michael L.
Hartzmark, our Chairman and Chief Executive Officer. The loss of the services of
Dr. Hartzmark could have a material adverse effect on our business. While Dr.
Hartzmark does not have an employment agreement with us, Dr. Hartzmark and his
family beneficially held, as of March 31, 2001, more than 16.6% of our common
stock. The successful implementation of our business strategies will depend, for
the most part, on qualified management and other personnel being hired by our
licensing partners. In addition, the successful implementation of our brand
extension strategy will depend, for the most part, on the qualified management
and other personnel working at Trademarketing Resources, Inc. We have no input
in the hiring decisions being made by our licensing partners. We do not maintain
key man insurance on any of our personnel or consultants.

NO CASH DIVIDENDS

     We have never paid cash dividends or stock dividends on our common stock
and do not anticipate that we will pay cash dividends in the foreseeable future.
It is anticipated that any earnings will be used to finance growth of our
business and to reduce our debt.

ACCOUNTING MATTERS

     The Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin ("SAB") No. 101 "Revenue Recognition" which provides guidance on the
recognition, presentation and disclosure of revenue in financial statements
filed with the SEC. SAB No. 101 is applicable beginning with our fourth quarter
fiscal 2001 consolidated financial statements. Based on our current analysis of
SAB No. 101, we do not believe it will have a material impact on our financial
results.

     The FASB issued Interpretation No. 44, "Accounting for Certain Transactions
Involving Stock Compensation, the Interpretation of APB Opinion No. 25" ("FIN
44"). The Interpretation is intended to clarify certain problems that have
arisen in practice since the issuance of APB No. 25, "Accounting for Stock
Issued to Employees." The effective date of the Interpretation was July 1, 2000.
The provisions of the Interpretation apply prospectively, but they will also
cover certain events occurring after December 15, 1998 and after January 12,
2000. We believe the adoption of FIN 44 has not had a material adverse affect on
our current and historical financial statements.

                                        8
SELLING STOCKHOLDERS

     The following table sets forth (i) the name of each of the selling
stockholders, or their respective legatees, heirs, or legal representatives
(collectively, the "Selling Stockholders"), all of whom are current consultants
to the Company, (ii) the number of shares of Common Stock of the Company
beneficially owned by each Selling Stockholder as of May 1, 2001, and (iii) the
number of shares of Common Stock granted to each Selling Stockholder, and which
he may offer and sell pursuant to this Prospectus. The shares to be offered
hereunder may be sold from time to time subject to vesting and other forfeiture
restrictions.

                                                        NUMBER OF SHARES OF
                                                           COMMON STOCK
                             NUMBER OF                   ACQUIRED PURSUANT
                             SHARES OF                   TO THE RESTRICTED
                              COMMON                    STOCK AGREEMENT AND
                               STOCK                    WHICH MAY BE OFFERED
    NAME                     OWNED (1)      PERCENT        PURSUANT HERETO
-----------------------    ------------    ---------    --------------------
Robert E. Horton              46,546           *               23,273
Michael D. Rachuy             11,636           *                5,818
Dennis Wood                   58,182           *               29,091

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

*  Less than one percent

(1)  Except as indicated, and subject to community property laws when
     applicable, the persons named in the table above have sole voting and
     investment power with respect to all shares of Common Stock shown as
     beneficially owned by them.

                              PLAN OF DISTRIBUTION

     This Prospectus, as appropriately amended or supplemented, may be used from
time to time principally by persons who were granted shares ("Shares") of Common
Stock pursuant to separate Restricted Stock Agreements, or their transferees,
pledgees, donees, legatees, heirs, or legal representatives who wish to offer
and sell such Shares (such persons are herein referred to as the "Selling
Stockholder" or "Selling Stockholders") in transactions in which they and any
person acting on their behalf through whom such Shares are sold may be deemed to
be underwriters within the meaning of the Securities Act. The Company has
granted registration rights to the Selling Stockholders. The Registration
Statement of which this Prospectus forms a part is intended to satisfy these
registration rights. The Company will receive none of the proceeds from any such
sales. The Company will pay substantially all of the expenses incident to this
offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents.

     There presently are no arrangements or understandings, formal or informal,
pertaining to the distribution of the Shares described herein. Upon the Company
being notified by a Selling Stockholder that any material arrangements have been
entered into for the sale of Shares, to the extent required, the Company will
file, during any period in which offers or sales are being made, one or more
supplements to this Prospectus to set forth the names of Selling Stockholders
and any other material information with respect to the plan of distribution not
previously disclosed. In addition, any Shares which qualify for sale pursuant to
Section 4 of, or Rules 144 or 144A under, the Securities Act may be sold under
such provisions rather than pursuant to this Prospectus.

     Selling Stockholders may sell the Shares being offered hereby from time to
time in transactions (which may involve crosses and block transactions) on the
Over The Counter Bulletin Board ("OTCBB") at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices, at fixed prices, or in transactions directly to one or more purchasers,
including pledgees in privately negotiated transactions (including sales
pursuant to pledges). Selling Stockholders may sell some or all of the shares in
transactions

                                        9
involving broker-dealers, who may act either as agent or as principal.
Broker-dealers participating in such transactions as agent may receive
commissions from Selling Stockholders (and, if they act as agent for the
purchaser of such Shares, from such purchaser), such commissions computed in
appropriate cases in accordance with the applicable rules of the OTCBB, which
commissions may be at negotiated rates where permissible under such rules.

     Participating broker-dealers may agree with Selling Stockholders to sell a
specified number of Shares at a stipulated price per share and, to the extent
such broker-dealer is unable to do so acting as an agent for Selling
Stockholders, to purchase as principal any unsold shares at the price required
to fulfill the broker-dealer's commitment to Selling Stockholders. In addition
or alternatively, Shares may be sold by Selling Stockholders and/or by or
through other broker-dealers in special offerings or secondary distributions
pursuant to and in compliance with the governing rules of the OTCBB, and in
connection therewith commissions in excess of the customary commissions
prescribed by the rules of the OTCBB may be paid to participating
broker-dealers, or, in the case of certain secondary distributions, a discount
or concession from the offering price may be allowed to participating
broker-dealers in excess of the customary commission. Broker-dealers who acquire
Shares as principal may thereafter resell such Shares from time to time in
transactions (which may involve crosses and block transactions and which may
involve sales to or through other broker-dealers, including transactions of the
nature described in the preceding two sentences) on the OTCBB, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
commissions from the purchaser of such Shares.

     Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation Regulation M, which provisions may limit the timing of purchases and
sales of any of the Shares by the Selling Stockholders. All of the foregoing may
affect the marketability of the Shares.

     If the Shares are sold in an underwritten offering, the underwriting and
selling group members (if any) may engage in passive market making transactions
in the Common Stock on the OTCBB immediately prior to the commencement of the
offering in accordance with Regulation M. Passive market making presently
consists of displaying bids on the OTCBB limited by the bid prices of market
makers not connected with such offering and purchases limited by such prices and
effected in response to order flow. Net purchases by a passive market maker on
each day are limited in amount to 30% of the passive market maker's average
daily trading volume in the Common Stock during the period of the two full
consecutive calendar months prior to the determination of the offering price in
connection with a sale pursuant to this Prospectus and must be discontinued when
such limit is reached. Passive market making may stabilize the market price of
the Common Stock at a level above that which might otherwise prevail and, if
commenced, may be discontinued at any time.

     The Company may agree to indemnify each Selling Stockholder as an
underwriter under the Securities Act against certain liabilities, including
liabilities arising under the Securities Act. Each Selling Stockholder may
indemnify any broker-dealer that participates in transactions involving sales of
the Shares against certain liabilities, including liabilities arising under the
Securities Act.

                                  LEGAL MATTERS

     The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Greenberg Traurig, LLP, Phoenix, Arizona.

                                     EXPERTS

     The consolidated financial statements of the Company as of December 31,
2000 incorporated by reference in this prospectus and in the Registration
Statement have been audited by Semple & Cooper LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
auditing and accounting in giving said reports.

                                       10
AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048; and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60604. Copies of such material may
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549, at prescribed
rates. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Common Stock of
the Company is quoted on the Over The Counter Bulletin Board (symbol: CRGR.OB).
The Commission also maintains a Web site that contains reports, proxy and
information statements and other materials that are filed through the
Commission's Electronic Data Gathering, Analysis, and Retrieval system. This Web
side can be accessed at http://www.sec.gov.

                                       11
========================================      ==================================

     NO  DEALER,   SALESPERSON,  OR  ANY                240,000 SHARES
OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY   INFORMATION   OR   TO   MAKE   ANY
REPRESENTATIONS    OTHER    THAN   THOSE            CRAGAR INDUSTRIES, INC.
CONTAINED  IN THIS  PROSPECTUS  AND,  IF
GIVEN  OR  MADE,  SUCH   INFORMATION  OR
REPRESENTATIONS  MUST NOT BE RELIED UPON
AS  HAVING   BEEN   AUTHORIZED   BY  THE
COMPANY.   THIS   PROSPECTUS   DOES  NOT
CONSTITUTE   AN   OFFER  TO  SELL  OR  A                 COMMON STOCK
SOLICITATION  OF AN  OFFER  TO  BUY  THE
SECURITIES   BY   ANY   PERSON   IN  ANY
JURISDICTION  IN  WHICH  SUCH  OFFER  OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL.  UNDER NO              ------------------
CIRCUMSTANCES SHALL THE DELIVERY OF THIS
PROSPECTUS  OR ANY SALE MADE PURSUANT TO                  PROSPECTUS
THIS  PROSPECTUS  CREATE ANY IMPLICATION
THAT   INFORMATION   CONTAINED  IN  THIS              ------------------
PROSPECTUS  IS  CORRECT  AS OF ANY  TIME
SUBSEQUENT   TO   THE   DATE   OF   THIS
PROSPECTUS.

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

       TABLE OF CONTENTS

Incorporation of Certain
  Documents by Reference...............3
Risk Factors...........................3
Selling Stockholders...................9
Plan of Distribution...................9
Legal Matters.........................10
Experts...............................10
Available Information.................11

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

                                                          MAY 22, 2001

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

                                       12
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents or information have been filed by the Company
with the Securities and Exchange Commission (the "Commission") and are
incorporated herein by reference:

(a)      The Company's Annual Report on Form 10-KSB for the fiscal year ended
         December 31, 2000, as amended, or the latest prospectus filed pursuant
         to Rule 424(b) under the Securities Act of 1933, as amended, that
         contains audited financial statements for the Company's latest fiscal
         year for which such statements have been filed.

(b)      All other reports filed with the Commission pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 since the end of the
         fiscal year covered by the documents of the Company referred to in (a)
         above.

         All documents and information filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all of the
securities offered under this Registration Statement have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this Registration Statement
as of the date of filing of 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 other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

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 Company's Bylaws provide that the Company shall to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than such law permitted the Company to provide prior to
such amendment), indemnify and hold harmless any person who was or is a party,
or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan (hereinafter an "Indemnitee")
against expenses, liabilities and losses (including attorneys' fees, judgments,
fines, excise taxes or penalties paid in connection with the Employee Retirement
Income Security Act of 1974, as amended, and amounts paid in settlement)
reasonably incurred or suffered by such Indemnitee in connection therewith;
provided, however, that except as provided in the Bylaws with respect to
proceedings to enforce rights to indemnification, the Company shall indemnify
any such Indemnitee in connection with a proceeding (or part thereof) initiated
by such Indemnitee only if such proceeding or part thereof was authorized by the
Board of Directors of this Company.

                                       13
The right to indemnification conferred in the Company's Bylaws includes
the right to be paid by the Company the expenses (including attorneys' fees)
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an Indemnitee in his capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such Indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Company of an undertaking, by or
on behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is not
further right to appeal that such Indemnitee is not entitled to be indemnified
for such expenses under this section or otherwise. The rights to indemnification
and to the advancement of expenses conferred in this section of the Bylaws shall
be contract rights and such rights shall continue as to an Indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the Indemnitee's heirs, executors and administrators.

         If a claim under the two preceding paragraphs of this section of the
Bylaws is not paid in full by the Company within 60 days after a written claim
has been received by the Company, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be 20 days,
the Indemnitee may at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Company to recover an advancement of
expenses pursuant to the terms of an undertaking, the Indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the Indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the Indemnitee to enforce a right to an
advancement of expenses) and (ii) in any suit brought by the Company to recover
an advancement of expenses pursuant to the terms of an undertaking, the Company
shall be entitled to recover such expenses upon a final adjudication that the
Indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Company
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the Company
(including its Board of Directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard of
conduct shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such advancement of expenses under this
section of the Bylaws or otherwise shall be on the Company.

         The Delaware General Corporation Law provides that indemnification is
permissible only when the director, officer, employee, or agent acted in good
faith and 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, had no reasonable cause to believe the conduct was unlawful. The
Delaware General Corporation Law also precludes indemnification in respect of
any claim, issue, or matter as to which an officer, director, employee, or agent
shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine that, despite such adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The Company issued a total of 116,364 shares of its Common Stock to the
Selling Stockholders under separate Restricted Stock Agreements dated April 1,
2001. These shares were issued in a private transaction in reliance upon the
exemption from registration under the Securities Act provided by Section 4(2) of
the Securities Act and/or Regulation D promulgated under the Securities Act.

                                       14
ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION OF EXHIBIT
-------     ------------------------------------------------------------
  5         Legal Opinion of Greenberg Traurig, LLP
  10        Form of Stock Grant Agreement
  23.1      Consent of Semple & Cooper, LLP
  24        Powers of Attorney of Directors and Executive Officers (included on
            the Signature Page of this Registration Statement)
-----------------

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 of 1933;

                    (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.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective 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.

              (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 Sections 13(a) or 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 offering
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                       15
(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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                                       16
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Scottsdale, State of Arizona on May 22, 2001.

                                                 CRAGAR INDUSTRIES, INC.

                                                 By: /s/ Michael L. Hartzmark
                                                     ------------------------
                                                     Michael L. Hartzmark
                                                     Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Michael L. Hartzmark as his true and
lawful attorney-in-fact and agent, 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 (including post-effective amendments)
to this 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying, and confirming all that said
attorney-in-fact and agent 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, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated:

      SIGNATURE                          TITLE                        DATE
======================       ==================================     ============

/s/ Michael L. Hartzmark     Chief Executive Officer, Treasurer     May 22, 2001
------------------------     and Director (Principal Executive
Michael L. Hartzmark         Officer)

/s/ Richard P. Franke        Chief Financial Officer (Principal     May 22, 2001
------------------------     Financial Officer)
Richard P. Franke

/s/ Michael Miller           President, Secretary, and Director     May 22, 2001
------------------------
Michael Miller

/s/ Marc Dworkin             Director                               May 22, 2001
------------------------
Marc Dworkin

/s/ Donald McIntyre          Director                               May 22, 2001
------------------------
Donald McIntyre

/s/ Mark Schwartz            Director                               May 22, 2001
------------------------
Mark Schwartz

                                       17