As filed with the Securities and Exchange Commission on February __, 1999.

                                                    Registration No. 333-      
                                                                         ------

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

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                            FORM S-8 AND FORM S-3

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                            Palm Desert Art, Inc.
             --------------------------------------------------
             (Exact name of issuer as specified in its charter)


              Delaware                               02- 0429620
   -------------------------------               -------------------
   (State or other jurisdiction of                (I.R.S. Employer
   incorporation or organization)                Identification No.)

74-350 Alessandro Dr., Suite A-2, Palm Desert, CA       92260
-------------------------------------------------    ----------
(Address of Principal Executive Offices)             (Zip Code)


             Palm Desert Art, Inc. 1999 Stock Compensation Plan
             Palm Desert Art Inc. 1998 Stock Compensation Grants
             ---------------------------------------------------
                          (Full title of the plans)

               Hugh G. Pike, President, 74-350 Alessandro Dr.,
                      Suite A-2, Palm Desert, CA 92260
               -----------------------------------------------
                   (Name and address of agent for service)

                               (760) 346-1192
        -------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:  Upon 
grant of shares or exercise of the options granted under the Stock 
Compensation Plan, but in no event prior to the effective date of this 
Registration Statement.

      If the only securities being registered on this Form are being 
offered pursuant to dividend or interest reinvestment plans, please check 
the following box. 

      If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act of 1933, other than securities offered only in connection 
with dividend or interest reinvestment plans, check the following box. [x]

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                              Proposed          Proposed
                                              maximum           maximum
Title of securities to    Amount to be     offering price      aggregate            Amount of
    be registered         registered(1)      per share       offering price    Registration Fee(2)
----------------------    -------------    --------------    --------------    -------------------

<S>                          <C>               <C>              <C>                  <C>
Common Stock 
$.002 par value              616,000           $.625            $385,000             $107.03
--------------------------------------------------------------------------------------------------

<FN>
<F1>  The aggregate amount of securities registered hereunder is 616,000 
      shares of Common Stock: 166,000 shares have previously been issued by 
      the Registrant, and 450,000 shares which may be issued by the 
      Registrant pursuant to the Registrant's 1999 Stock Compensation Plan.  
      Pursuant to Rule 416 promulgated under the Securities Act of 1933, as 
      amended, this Registration Statement covers such additional shares of 
      Common Stock to be offered or issued to prevent dilution as a result 
      of future stock splits, stock dividends or similar transactions.
<F2>  The fee with respect to 616,000 shares has been calculated pursuant 
      to paragraphs (h) and (c) of Rule 457 upon the basis of $.625 per 
      share, the average of the bid and asked price per share of the 
      Registrant's Common Stock on February 16, 1999, a date within five 
      (5) business days prior to the date of filing of this Registration 
      Statement, as reported by the Over The Counter Bulletin Board ("OTC 
      Bulletin Board") of the National Association of Securities Dealers, 
      Inc. ("NASD").
</FN>
</TABLE>

                              EXPLANATORY NOTE

      This Registration Statement contains two parts.  The first part 
contains a prospectus pursuant to Form S-3 (in accordance with Section C of 
the General Instructions to Form S-8) which covers reoffers and resales by 
affiliates and non-affiliates of Palm Desert Art, Inc. the "Registrant") of 
shares of Common Stock of the Registrant which have been previously issued 
by the Registrant.  The second part contains Information Required in the 
Registration Statement pursuant to Part II of Form S-8 and certain items 
from Information Not Required in the Prospectus pursuant to Part II of Form 
S-3.  Pursuant to the introductory Note to Part I of Form S-8, the Plan 
Information specified by Part I is not being filed with the Commission.


PROSPECTUS

                            PALM DESERT ART, INC.
                      74-350 Alessandro Dr., Suite A-2,
                            Palm Desert, CA 92260
                               (760) 346-1192

                       166,000 SHARES OF COMMON STOCK

      This prospectus relates to the offer and sale of up to 166,000 shares 
of our common stock by certain selling stockholders.  These selling 
stockholders are consultants to the Company who have acquired these shares 
as compensation for consulting services previously rendered.  On February 
19, 1999, the closing price of the Common Stock was $.50 per share.  The 
selling stockholders may offer their shares from time to time, in different 
types of transactions, including brokerage and negotiated transactions or 
otherwise, at market prices prevailing at the time of sale or at negotiated 
or other prices. 

      We will receive no proceeds from any of these sales. 

      Our Common Stock is traded on the Over-the Counter (OTC) Bulletin 
Board operated by the National Association of Securities Dealers.  Our 
ticker symbol is "PDAP".  The bid and asked prices of our Common Stock on 
February 16, 1999 was $.50 and  $.6875 per share, respectively.

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

      THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE 
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS.  SEE "RISK FACTORS" 
BEGINNING ON PAGE 5.

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

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE 
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR 
DETERMINED IF THISPROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO 
THE CONTRARY IS A CRIMINAL OFFENSE. 

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

              THE DATE OF THIS PROSPECTUS IS FEBRUARY 16, 1999.

                     WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and 
other information with the Securities and Exchange Commission. You may read 
and copy any reports, statements or other information filed by us at the 
Commission's public reference room at Room 1024, Judiciary Plaza, 450 Fifth 
Street, N.W., Washington, D.C. 20549 and the regional offices of the 
Commission located at Seven World Trade Center, 13th Floor, New York, New 
York 10048, and 500 West Madison Street, Chicago, Illinois 60661. Copies of 
such material can be also obtained from the Public Reference Section of the 
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and its 
public reference rooms in New York, New York and Chicago, Illinois, at 
prescribed rates. Please call the Commission at 1-800-SEC-0330 for further 
information on the public reference rooms. Copies of such information may 
also be inspected at the reading room of the library of the National 
Association of Securities Dealers, Inc., 1735 K Street,  N.W., Washington, 
D.C. 20006. Our filings with the Commission are also available to the 
public from commercial document retrieval services and at the Commission's 
web site at  http://www.sec.gov. 

      We are allowed to "incorporate by reference" the information we file 
with the Commission (File No. 0-17623), which means that we can disclose 
important information to you by referring you to another document we filed 
with the Commission. The information incorporated by reference is an 
important part of this Prospectus, and information that we file later with 
the Commission will automatically update and supersede this information. We 
incorporate by reference the documents listed below 

      (a)   Our Annual Report on Form 10-KSB for the fiscal year ended 
            April 30, 1998;

      (b)   Our Quarterly Report on Form 10-QSB for the quarterly period 
            ended October 31,  1998; 

      (c)   Our Current Report on Form 8-K, filed on August 20, 1999

      (d)   All documents filed by us in the future pursuant to Sections 
            13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the 
            shares are sold by the Selling Shareholders.

      You should read the information relating to us in this Prospectus 
together with the information in the documents incorporated by reference. 
Any statement contained in a document incorporated by reference herein, 
unless otherwise indicated therein, speaks as of the date of the document. 
Statements contained in this Prospectus may modify or replace statements 
contained in the documents incorporated by reference. We will furnish 
without charge to you, upon request, a copy of any or all of the documents 
described above, except for exhibits to such documents, unless such 
exhibits are specifically incorporated by reference into such documents. 
Requests should be addressed to: 

                            PALM DESERT ART, INC.
                      74-350 Alessandro Dr., Suite A-2,
                            Palm Desert, CA 92260
                               (760) 346-1192.

      This prospectus is part of a registration statement we filed with the 
Commission. You should rely only on the information incorporated by 
reference or provided in this prospectus or any supplement. We have not 
authorized anyone else to provide you with different information. The 
selling stockholders will not make an offer of the shares of common stock 
in any state where the offer is not permitted. You should not assume that 
the information in this prospectus or any supplement is accurate as of any 
date other than the date on the front of those documents.

          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains certain "forward-looking statements" as 
defined in the Private Securities Litigation Reform Act of 1995 and 
information relating to us that are based on the beliefs of our management, 
as well as assumptions made by and information currently available to our 
management. When used in this prospectus, the words "estimate," "project," 
"believe," "anticipate," "intend," "expect" and similar expressions are 
intended to identify forward-looking statements. These forward-looking 
statements reflect our current views with respect to future events and are 
subject to risks and uncertainties that could cause actual results to 
differ materially from those contemplated in these forward-looking 
statements, including those risks discussed under "Risk Factors" on Page 5.  
You are cautioned not to place undue reliance on these forward-looking 
statements, which speak only as of the date on this prospectus. We have no 
obligation to publicly release any revisions to these forward-looking 
statements to reflect events or circumstances after the date of this 
prospectus or to reflect the occurrence of unanticipated events.


                             PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS AND MAY 
NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND 
THETERMS OF OUR SECURITIES, YOU SHOULD CAREFULLY READ THIS DOCUMENT. YOU 
SHOULD ALSO READ THE DOCUMENTS WE HAVE REFERRED YOU TO IN THE SECTION 
ENTITLED "WHERE YOU CAN FIND MORE INFORMATION" ON PAGE 1 FOR INFORMATION ON 
OUR COMPANY AND OUR FINANCIAL STATEMENTS.

OUR BUSINESS

      We are an integrated publisher and retailer of limited-edition 
serigraphs, lithographs and other works of fine art created by 
internationally recognized and innovative, contemporary artists. We have 
obtained the exclusive rights to publish the artworks of several 
contemporary artists who are well-recognized in the art community.  We use 
various publishing techniques ranging from the classic, hand-pulled 
serigraphy to innovative new printing techniques which incorporate hand-
painted details.  We maintain art galleries in Palm Desert and Tarzana, 
California, and in August 1998, we acquired six art framing shops and 
galleries in Upstate New York.

      We intend to continue to obtain the exclusive rights to publish 
contemporary artists while growing our gallery and publishing business and 
reputation through the acquisition of art framing shops and galleries 
nationwide.  Our business plan is to develop a national chain of galleries 
to sell fine artwork and provide high-quality art framing services.  By 
consolidating material handling and frame cutting into regional framing 
centers, we hope to realize substantial cost savings.

      In 1998, we changed the name of the company from Database 
Technologies, Inc. to Palm Desert Art, Inc. and we relocated our principal 
place of business from Bedford, New Hampshire to Palm Desert, California.  

Recent Developments

      In August 1998, we acquired R M & M Framemakers, Inc. (RM&M), a New 
York corporation engaged in the art framing and gallery business.  In 
connection with this transaction, we issued 645,000 shares our Common Stock 
to the former shareholders of RM&M.  We have recently commenced negotiations 
with the former shareholders of RM&M to resell RM&M back to said 
shareholders, and we anticipate that this transaction, if it occurs at all, 
will retroactively take effect prior to the close of the quarter ended 
January 31, 1999.

      Also in August 1998, we also issued 166,000 shares of our Common 
Stock to three consultants as payment for services rendered.  In addition, 
we issued 800,000 shares of our Common Stock to three private investors for 
a price of $.30 per share. The proceeds from this private placement were 
used to pay off company debt.

                                RISK FACTORS

      All prospective investors should carefully consider, among other 
things, the following factors before purchasing any securities offered 
hereby:

Limited Operating History.  We have had only a limited operating history in 
the art publishing business.  In April 1998, we purchased all of the assets 
of Palm Desert Art Publishers, Ltd. LLC, (PDAP) in exchange for 
approximately 80% of the Company's authorized common stock.  At the time of 
the acquisition, PDAP had been in the art publishing business for only one 
year. Accordingly, we are subject to the risks inherent in the development 
of a new business enterprise; including:

      -     the complications, delays and resulting expenses often 
            encountered in marketing artwork and related services;

      -     the uncertainties of developing and marketing such artwork and 
            services; and 

      -     the difficulties in recruiting and retaining qualified 
            personnel. 

Limited Profitability.  Our financial statements for the fiscal year ended 
April 30, 1998 consist of the operations formerly known as Palm Desert Art 
Publishers Ltd., LLC, which recorded net income for its first year of 
operation of  $35,910.   Our financial statements for the six months ended 
October 31, 1998, which have not yet been audited, show net income of 
$148,483.  We may never be able generate revenues or profits sufficient to 
pay our expenses and obligations or to acquire the operations of other 
galleries and art framing shops.  We expect that we will incur losses as we 
increase expenditures for marketing, advertising and acquisitions.

Uncertain Market Acceptance. Since the acquisition of PDAP's assets in 
April 1998, we have focused our efforts on (1) obtaining the exclusive 
rights to publish contemporary artists and (2) growing our gallery and 
publishing business and reputation through the acquisition of art framing 
shops and galleries nationwide.  Although there is an existing market for 
artwork generally, artwork is subject to the individual tastes of the 
consumer which cannot be predicted with any degree of accuracy.  
Accordingly, there is a risk that the art buyers may not appreciate the 
quality of the Company's publications.  Market acceptance of our products 
will depend, in large part, upon our ability to demonstrate to the art 
community that we can produce high-quality artwork and framing services at 
affordable prices. Although we believe that our artwork represents the 
significant talents of various contemporary artists, we cannot guaranty 
that our artwork will ever achieve market acceptance. 

Limited Marketing Organization. Commercialization of our artwork and 
framing services will be substantially dependent on

      -     our ability to develop or acquire the network of galleries and 
            framing shops throughout the country; and 

      -     our ability to put together a successful a marketing and sales 
            team.

We cannot guaranty that we will ever be able to develop or acquire this 
network of galleries or put together a successful sales and marketing team. 

Need for Additional Capital.  We will require substantial additional capital

      -     to complete the several acquisitions that we are contemplating; 

      -     to hire additional personnel; and 

      -     for general working capital purposes.

We may be able to obtain funds for these purposes from a number of sources, 
including, sales of equity and debt instruments, and bank financing. 
However, we currently have no arrangements for any such financing, and we 
cannot guaranty that we will ever be able to obtain any additional 
financing.  Even if we can obtain some financing, we cannot guaranty that 
that it will be on reasonable or favorable terms, or that it will enough to 
meet our immediate and long term needs. 

Need for Qualified Personnel.  In order to meet our business objectives, we 
will need to hire additional marketing and managerial personnel, and we 
will be required to compete for such personnel with companies having 
greater financial and other resources.  Because our future success will be 
dependent, in part, upon our ability to attract and retain qualified 
personnel, our failure to do so could have a material adverse effect upon 
our business. 

Absence of Dividends.  We have not paid any cash dividends and we do not 
anticipate paying any dividends in the foreseeable future.  We expect that 
all future earnings, if any, will be retained to fund development and 
expansion.  Accordingly, we cannot guaranty that the Company will ever pay 
cash dividends.

Dependence on Limited Management.  Our success is substantially dependent 
on the efforts and abilities of its President, Hugh G. Pike, who makes or 
significantly influences most decisions concerning our business and its 
management.   If we were to lose Mr. Pike, our business and further 
prospects would suffer materially.

Control by Current Management.  Management and affiliates of the Company 
currently own or control more than 50% of the outstanding Common Stock.  
These persons are and will continue to be able to exercise control over the 
election of the Company's directors and the appointment of officers.

Dilutive Effect of Stock Options and Stock Grants.  We currently have 
outstanding options to purchase up to 300,000 shares of Common Stock.  In 
addition, the Board of Directors has reserved for issuance 450,000 shares 
of Common Stock which may be granted from time to time pursuant to the 
Company's 1999 Stock Compensation Plan (hereinafter the "Plan").  Issuance 
of shares upon exercise of outstanding options or pursuant to the Plan 
will reduce the percentage of Common Stock held by the public stockholders.

OTC Bulletin Board; Volatility of Price.  Currently, our Common Stock is 
quoted on the OTC Bulletin Board.   The OTC Bulletin Board offers less 
trading liquidity than Nasdaq.  Quotes for securities traded on the OTC 
Bulletin Board are not as widely available in newspapers as are those for 
Nasdaq.  Therefore, the lack of readily available price information may 
impair the ability of purchasers of the Common Stock to resell the 
securities offered hereby at or near their purchase price or at any price.  
Furthermore, it is unlikely that a lending institution will accept the 
Company's securities as pledged collateral for loans even if a regular 
trading market develops.  The trading price of the Common Stock could be 
subject to wide fluctuations in response to quarterly variations in the 
Company's operating results, announcements by the Company or other parties, 
developments affecting the Company, and other events or factors.  In 
addition, the stock market has experienced extreme price and volume 
fluctuations in recent years.  These fluctuations have had a substantial 
effect on the market price for many companies, often unrelated to the 
operating performance of such companies and may adversely affect the market 
price of the Common Stock. 

No Proceeds from the Offering.  We will not receive any of the proceeds of 
this offering.  All of the proceeds of this offering will be received by 
the Selling Shareholders.

Possible Future Sales of Shares by the Selling Shareholders.  The Selling 
Shareholders could sell any or all of the Common Stock they own upon the 
effectiveness of the registration statement of which this prospectus forms 
a part.  The Selling Shareholders may determine to sell shares of Common 
Stock from time to time for any reason.  Although we cannot predict the 
effect, if any, that sales of shares of Common Stock owned by Selling 
Shareholders would have on the market price prevailing from time to time, 
we expect that sales of substantial amounts of Common Stock, or the 
availability of such shares for sale in the public market, could adversely 
affect prevailing market prices of our Common Stock.

Shares Eligible for Future Sale.  We presently have 5,379,044 shares of 
Common Stock issued and outstanding, of which approximately 500,000 shares 
are eligible for sale in the public market to the extent they are not held 
by "affiliates."   In addition, we are registering for pubic resale 166,000 
shares held by the Selling Shareholders, presently outstanding as well as 
450,000 shares which may be issued from time to time pursuant to the 1999 
Stock Compensation Plan.  The remaining issued and outstanding shares of 
Common Stock are currently "restricted securities" for purposes of the 
Securities Act.  Approximately 3,276,366 shares will become eligible for 
resale in the public market pursuant to Rule 144 in April 1999, and another 
1,445,000 will become eligible for resale in the public market pursuant to 
Rule 144 in August 1999.  Although the Company can make no prediction as to 
the effect, if any, that sales of the shares of Common Stock referred to 
above would have on the market price prevailing from time to time, we 
expect that sales of substantial amounts of Common Stock, or the 
availability of such shares for sale in the public market could adversely 
affect prevailing prices of the Common Stock.

Potential Effect of Penny Stock Rules on Liquidity of Common Stock.  If our 
securities are not listed on the Nasdaq SmallCap market or certain other 
national securities exchanges and the price falls below $5.00, subsequent 
purchases of such securities will be subject to the requirements of the 
penny stock rules unless an exemption is available.  The Commission has 
adopted rules that regulate broker-dealer practices in connection with 
transactions in "penny stocks."  Penny stocks generally are equity 
securities with a price of less than $5.00 (other than securities listed on 
certain national securities exchanges or designated for quotation on the 
Nasdaq system).  The penny stock rules require a broker-dealer to: 

      (i)   deliver a standardized risk disclosure document required by the 
            SEC; 

      (ii)  provide the customer with  (a)  current bid and offer 
                                            quotations for the penny stock, 

                                       (b)  the compensation of the broker-
                                            dealer and its salesperson in 
                                            the transaction, and 

                                       (c)  monthly account statements 
                                            showing the market value of 
                                            each penny stock held in the 
                                            customer's account;

      (iii) make a special written determination that the penny stock is a 
            suitable investment for the purchaser; and 

      (iv)  receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of 
trading activity in the secondary market for a stock that becomes subject 
to the penny stock rules.  If our securities become subject to the penny 
stock rules, stockholders may find it more difficult to sell their 
securities.  If our securities become subject to the existing or proposed 
regulations on penny stocks, the market liquidity for the Company's 
securities would be severely and adversely affected by limits on the 
ability of broker-dealers to sell the Company's securities and the ability 
of Selling Shareholders in this offering to sell their securities in the 
secondary market.


                            SELLING SHAREHOLDERS

      The following table sets forth the name and relationship to the 
Company of each Selling Shareholder and the number of shares of Common 
Stock which each Selling Shareholder (1) owned of record as of January 31, 
1999; (2) is offering hereby for resale pursuant to this Prospectus; and 
(3) the amount of Common Stock to be owned by each Selling Shareholder 
assuming the sale of all shares which may be sold pursuant to this 
Prospectus.

<TABLE>
<CAPTION>
                                                                    Amount of
                                                                     Common        Percentage of
                           Owned as of      Offered for Resale     Stock to be     Common Stock
Name and Relationship      February 15,      Pursuant to this      Owned After      Owned After
    To the Company             1999            Prospectus)            Sales            Sales
---------------------      ------------     ------------------     -----------     -------------

<S>                           <C>                 <C>                   <C>             <C>
Joseph Lussier
acquisition consultant        75,000              75,000                0               0%

David Dow, Esq.
legal advisor                 75,000              75,000                0               0%

Kerry Pope
acquisition consultant        16,000              16,000                0               0%
</TABLE>


                            PLAN OF DISTRIBUTION

      We are registering the shares covered by this prospectus on behalf of 
the Selling Stockholders.  All costs, expenses and fees in connection with 
the registration of these shares will be paid by us.  Brokerage 
commissions, if any, attributable to the sale of these shares will be paid 
by the Selling Stockholders or their donees or pledgees. Sales of these 
shares may be effected from time to time in transactions (which may include 
block transactions) on the NASD's OTC Bulletin Board (or such other 
exchange on which the Securities are listed at the time of sale), in the 
over-the-counter market or otherwise, in negotiated transactions, or a 
combination of such methods of sale, at fixed prices which may be changed, 
at market prices prevailing at the time of sale, or at negotiated or other 
prices. 

      The Selling Stockholders may also sell these shares pursuant to Rule 
144 promulgated under the Securities Act of 1933, as amended, or may pledge 
shares as collateral for margin accounts and such shares could be resold 
pursuant to the terms of such accounts. Pursuant to this prospectus, the 
selling stockholders may also donate a certain de minimus number (as 
allowed by the Securities and Exchange Commission) of their shares of 
Common Stock, and such shares could be resold pursuant to rules set forth 
by the Commission.  The Selling Stockholders have advised us that they have 
not entered into any agreements, understandings or arrangements with any 
underwriters or broker-dealers regarding the sale of their securities. The 
Selling Stockholders may effect such transactions by selling common stock 
directly to purchasers or to or through broker-dealers which may act as 
agents or principals. These broker-dealers may receive compensation in the 
form of discounts, concessions or commissions from each selling stockholder 
and/or the purchasers of the shares for whom the broker-dealers may act as 
agents or to whom they sell as principal, or both (which compensation as to 
a particular broker-dealer might be in excess of customary commissions). 

      The Selling Stockholders and any broker-dealers that act in 
connection with the sale of the shares might be deemed to be "underwriters" 
within the meaning of Section 2(11) of the Securities Act and any 
commission received by them and any profit on the resale of the shares of 
common stock as principal might be deemed to be underwriting discounts and 
commissions under the Securities Act. The selling stockholders may agree to 
indemnify any agent, dealer or broker-dealer that participates in 
transactions involving sales of the shares against certain liabilities, 
including liabilities arising under the Securities Act. Liabilities under 
the federal securities laws cannot be waived. Because the Selling 
Stockholders may be deemed to be "underwriters" within the meaning of 
Section 2(11) of the Securities Act, the Selling Stockholders will be 
subject to prospectus delivery requirements under the Securities Act.  
Furthermore, in the event of a "distribution" of the shares, the Selling 
Stockholder, any selling broker or dealer and any "affiliated purchasers" 
may be subject to Regulation M under the Exchange Act. Such regulation 
would prohibit, with certain exceptions, any such person from bidding for 
or purchasing any security which is the subject of the distribution until 
his, her or its participation in that distribution is completed. In 
addition, Regulation M prohibits any "stabilizing bid" or "stabilizing 
purchase" for the purpose of pegging, fixing or stabilizing the price of 
common stock in connection with this offering. 

                                LEGAL MATTERS

Certain legal matters relating to the common stock have been passed upon 
for us by Francis D. Parisi, Esq. of Cranston, RI. 

                                   EXPERTS

Our audited financial statements incorporated by reference in this 
prospectus and elsewhere in the registration statement have been audited by 
Berry, Dunn, McNeil & Parker of Manchester, NH, as indicated in their 
report with respect thereto, and are included herein in reliance upon the 
authority of said firm as experts in accounting and auditing in giving said 
reports. 


                                 PROSPECTUS

                       166,000 Shares of Common Stock

NO PERSON (INCLUDING ANY SALESMAN OR BROKER) IS AUTHORIZED TO PROVIDE 
ORALOR WRITTEN INFORMATION ABOUT THIS OFFERING NOT CONTAINED IN THIS 
PROSPECTUS. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS 
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE INDICATED BELOW.

Table of Contents

Where You Can Find More Information                                       2

Cautionary Statement Regarding Forward-Looking Statements                 3

Prospectus Summary                                                        4
  Our Business
  Recent Developments

Risk Factors                                                              5
  Limited Operating History 
  Limited Profitability
  Uncertain Market Acceptance. 
  Limited Marketing Organization 
  Need for Additional Capital 
  Need for Qualified Personnel
  Absence of Dividends
  Dependence on Limited Management 
  Control by Current Management
  Dilutive Effect of Stock Options and Stock Grants
  OTC Bulletin Board; Volatility of Price 
  No Proceeds from the Offering 
  Possible Future Sales of Shares by the Selling Shareholders
  Shares Eligible for Future Sale 
  Potential Effect of Penny Stock Rules on Liquidity of Common Stock

Selling Stockholders                                                      9

Plan of Distribution                                                     10

Legal Matters                                                            11

Experts                                                                  12


                              FEBRUARY 16, 1999


                                   PART II
                                   -------

               INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3:  DOCUMENTS INCORPORATED BY REFERENCE

The information in the following documents which we have filed with the 
Commission (File No. 0- 17623) pursuant to the Exchange Act is incorporated 
by reference in this Registration Statement:

      (a)   Our Annual Report on Form 10-KSB for the fiscal year ended 
            April 30, 1998;

      (b)   Our Quarterly Report on Form 10-QSB for the quarterly period 
            ended October 31,  1998; 

      (c)   Our Current Reports on Form 8-K, filed on August 20, 1999

All documents and reports subsequently filed by us pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this 
Registration Statement and prior to the termination of this offering is 
incorporated by reference into this Registration Statement and will be a 
part of this Registration Statement from the date of the filing of those 
documents or reports. The information relating to us in this Registration 
Statement should be read together with the information in the documents 
incorporated by reference. Any statement contained in a document 
incorporated by reference herein, unless otherwise indicated therein, 
speaks as of the date of the document. Statements contained in this 
Registration Statement may modify or replace statements contained in the 
documents incorporated by reference.

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 is permitted by Delaware law to indemnify any present or 
former director, officer, employee or agent against all expenses and 
liabilities reasonably incurred by him in connection with any legal action 
in which such person is involved by reason of his position with the Company 
unless he is adjudged liable for negligence or misconduct in the 
performance of his duties as a director, officer, employee or agent.

      In addition to such other rights of indemnification as they may have 
as directors or as members of the committee (the "Committee") administering 
the Company's 1999 Stock Compensation Plan (the "Plan"), under the terms of 
the Plan the members of the Committee shall be indemnified by the Company 
against the reasonable expenses, including attorney's fees, actually and 
necessarily incurred in connection with the defense of any action, suit or 
proceeding, or in connection with any appeal therein, to which they or any 
of them may be a party by reason of any action taken or failure to act 
under or in connection with the Plan or any option granted thereunder, and 
against all amounts paid by them in settlement thereof (provided such 
settlement is approved by independent legal counsel selected by the 
Company) or paid by them in satisfaction of a judgment in any such action, 
suit or proceeding, except in relation to matters as to which it shall be 
adjudged in such action, suit or proceeding that such Board member is 
liable for negligence or misconduct in the performance of his duties. 

      Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or persons 
controlling the Company pursuant to the foregoing provisions, the Company 
has been informed that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in 
the Act and is therefore unenforceable.

ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED

      Prior to the effectiveness of the initial filing of this Registration 
Statement, an aggregate 166,000 shares of Common Stock were issued by the 
Company, to an aggregate 3 individuals in transactions not involving a 
public offering, and such offer and sale was therefore exempt pursuant to 
the provision of Section 4(2) under the Act.

ITEM 8:  EXHIBITS

<TABLE>
<CAPTION>
Number      Description
------      -----------

<C>         <S>
3.1         Registrant's Certificate of Incorporation, as amended*

3.2         Registrant's By-Laws**

4.13        Registrant's 1999 Stock Compensation Plan

5.1         Opinion of Francis D. Parisi, Esq.

23.1        Consent of Berry, Dunn, McNeil & Parker

23.2        Consent of Francis D. Parisi, Esq. (included in Exhibit 5.1)

24.1        Power of Attorney (included on signature page)

<FN>
<F*>  Incorporated by reference to the Registrant's Registration Statement 
      Form 10 filed on April 17, 1989 (File No. 0- 17623), and Form 10-KSB 
      for the fiscal year ended April 30, 1998 (File No. 0-17623), as filed 
      with the SEC on August  14, 1998. 

<F**> Incorporated by reference to the Registrant's Registration Statement 
      Form 10 filed on April 17, 1989 (File No. 0- 17623).
</FN>
</TABLE>


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 
                        20 percent 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; PROVIDED, HOWEVER, that paragraphs 
                        (a)(1)(i) and (a)(1)(ii) do not apply if the 
                        information required to be included in a post-
                        effective amendment by those paragraphs is 
                        contained in periodic reports filed by the 
                        registrant pursuant to Section 13 or Section 15(d) 
                        of the Securities Exchange Act of 1934 that are 
                        incorporated by reference 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)   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable. In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense 
of any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

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


                                 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 Form S-3. and has duly caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Town of Palm Desert, State of California, 
on February 16, 1999.


                                       PALM DESERT ART, INC.

                                       By: /s/ Hugh G. Pike
                                          -----------------
                                          Hugh G. Pike, President

      Know all persons by these presents, that each person whose signature 
appears below, constitutes and appoints Hugh G. Pike and, jointly and 
severally, his attorneys-in-fact, each with the power of substitution, for 
him in any and all capacities, to sign any amendment to this Registration 
Statement on Form S-8 and Form S-3 and to file the same with exhibits 
thereto and other documents in connection therewith, with the Securities 
and Exchange Commission, hereby ratifying and confirming all that each of 
said attorneys-in-fact, or his substitute or substitutes, may do or cause 
to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons on 
behalf of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
      Signatures                            Title                            Date
      ----------                            -----                            ----

<S>                        <S>                                         <C>
/s/ Hugh G. Pike           Chairman of the Board and President         February 16, 1999
----------------           (Principal Executive Officer)  
Hugh G. Pike

/s/ William Smitherman     Treasurer (Principal Financial Officer)     February 16, 1999
----------------------
William Smitherman

/s/ Jurg Mullhaupt         Director                                    February 16, 1999
------------------
Jurg Mullhaupt

/s/ Allan S. Wolfe         Director                                    February 16, 1999
------------------
Allan S. Wolfe

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "BODY OF FORM S-8/S-3", "secsgml_size_bytes": 46527}]
{"company-data": {"conformed-name": "PALM DESERT ART INC", "cik": "0000849315", "assigned-sic": "5900", "irs-number": "020429620", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72793", "film-number": "99547660"}, "business-address": {"street1": "38-725 GARAND LANE SUITE J", "street2": "SUITE D-5", "city": "PALM DESERT", "state": "CA", "zip": "92211", "phone": "7603605911"}, "mail-address": {"street1": "38-725 GRAND LANE SUITE J", "street2": "STE D-5", "city": "PALM DESERT", "state": "CA", "zip": "92211"}, "former-company": {"former-conformed-name": "DATABASE TECHNOLOGIES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on February __, 1999.

                                                    Registration No. 333-      
                                                                         ------

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

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                            FORM S-8 AND FORM S-3

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                            Palm Desert Art, Inc.
             --------------------------------------------------
             (Exact name of issuer as specified in its charter)

              Delaware                               02- 0429620
   -------------------------------               -------------------
   (State or other jurisdiction of                (I.R.S. Employer
   incorporation or organization)                Identification No.)

74-350 Alessandro Dr., Suite A-2, Palm Desert, CA       92260
-------------------------------------------------    ----------
(Address of Principal Executive Offices)             (Zip Code)

             Palm Desert Art, Inc. 1999 Stock Compensation Plan
             Palm Desert Art Inc. 1998 Stock Compensation Grants
             ---------------------------------------------------
                          (Full title of the plans)

               Hugh G. Pike, President, 74-350 Alessandro Dr.,
                      Suite A-2, Palm Desert, CA 92260
               -----------------------------------------------
                   (Name and address of agent for service)

                               (760) 346-1192
        -------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:  Upon 
grant of shares or exercise of the options granted under the Stock 
Compensation Plan, but in no event prior to the effective date of this 
Registration Statement.

      If the only securities being registered on this Form are being 
offered pursuant to dividend or interest reinvestment plans, please check 
the following box. 

      If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act of 1933, other than securities offered only in connection 
with dividend or interest reinvestment plans, check the following box. [x]

                       CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                              maximum           maximum
Title of securities to    Amount to be     offering price      aggregate            Amount of
    be registered         registered(1)      per share       offering price    Registration Fee(2)
----------------------    -------------    --------------    --------------    -------------------
Common Stock 
$.002 par value              616,000           $.625            $385,000             $107.03
--------------------------------------------------------------------------------------------------
The aggregate amount of securities registered hereunder is 616,000 
      shares of Common Stock: 166,000 shares have previously been issued by 
      the Registrant, and 450,000 shares which may be issued by the 
      Registrant pursuant to the Registrant's 1999 Stock Compensation Plan.  
      Pursuant to Rule 416 promulgated under the Securities Act of 1933, as 
      amended, this Registration Statement covers such additional shares of 
      Common Stock to be offered or issued to prevent dilution as a result 
      of future stock splits, stock dividends or similar transactions.
The fee with respect to 616,000 shares has been calculated pursuant 
      to paragraphs (h) and (c) of Rule 457 upon the basis of $.625 per 
      share, the average of the bid and asked price per share of the 
      Registrant's Common Stock on February 16, 1999, a date within five 
      (5) business days prior to the date of filing of this Registration 
      Statement, as reported by the Over The Counter Bulletin Board ("OTC 
      Bulletin Board") of the National Association of Securities Dealers, 
      Inc. ("NASD").
EXPLANATORY NOTE

      This Registration Statement contains two parts.  The first part 
contains a prospectus pursuant to Form S-3 (in accordance with Section C of 
the General Instructions to Form S-8) which covers reoffers and resales by 
affiliates and non-affiliates of Palm Desert Art, Inc. the "Registrant") of 
shares of Common Stock of the Registrant which have been previously issued 
by the Registrant.  The second part contains Information Required in the 
Registration Statement pursuant to Part II of Form S-8 and certain items 
from Information Not Required in the Prospectus pursuant to Part II of Form 
S-3.  Pursuant to the introductory Note to Part I of Form S-8, the Plan 
Information specified by Part I is not being filed with the Commission.

PROSPECTUS

                            PALM DESERT ART, INC.
                      74-350 Alessandro Dr., Suite A-2,
                            Palm Desert, CA 92260
                               (760) 346-1192

                       166,000 SHARES OF COMMON STOCK

      This prospectus relates to the offer and sale of up to 166,000 shares 
of our common stock by certain selling stockholders.  These selling 
stockholders are consultants to the Company who have acquired these shares 
as compensation for consulting services previously rendered.  On February 
19, 1999, the closing price of the Common Stock was $.50 per share.  The 
selling stockholders may offer their shares from time to time, in different 
types of transactions, including brokerage and negotiated transactions or 
otherwise, at market prices prevailing at the time of sale or at negotiated 
or other prices. 

      We will receive no proceeds from any of these sales. 

      Our Common Stock is traded on the Over-the Counter (OTC) Bulletin 
Board operated by the National Association of Securities Dealers.  Our 
ticker symbol is "PDAP".  The bid and asked prices of our Common Stock on 
February 16, 1999 was $.50 and  $.6875 per share, respectively.

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

      THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE 
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS.  SEE "RISK FACTORS" 
BEGINNING ON PAGE 5.

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

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE 
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR 
DETERMINED IF THISPROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO 
THE CONTRARY IS A CRIMINAL OFFENSE. 

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

              THE DATE OF THIS PROSPECTUS IS FEBRUARY 16, 1999.

                     WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and 
other information with the Securities and Exchange Commission. You may read 
and copy any reports, statements or other information filed by us at the 
Commission's public reference room at Room 1024, Judiciary Plaza, 450 Fifth 
Street, N.W., Washington, D.C. 20549 and the regional offices of the 
Commission located at Seven World Trade Center, 13th Floor, New York, New 
York 10048, and 500 West Madison Street, Chicago, Illinois 60661. Copies of 
such material can be also obtained from the Public Reference Section of the 
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and its 
public reference rooms in New York, New York and Chicago, Illinois, at 
prescribed rates. Please call the Commission at 1-800-SEC-0330 for further 
information on the public reference rooms. Copies of such information may 
also be inspected at the reading room of the library of the National 
Association of Securities Dealers, Inc., 1735 K Street,  N.W., Washington, 
D.C. 20006. Our filings with the Commission are also available to the 
public from commercial document retrieval services and at the Commission's 
web site at  http://www.sec.gov. 

      We are allowed to "incorporate by reference" the information we file 
with the Commission (File No. 0-17623), which means that we can disclose 
important information to you by referring you to another document we filed 
with the Commission. The information incorporated by reference is an 
important part of this Prospectus, and information that we file later with 
the Commission will automatically update and supersede this information. We 
incorporate by reference the documents listed below 

      (a)   Our Annual Report on Form 10-KSB for the fiscal year ended 
            April 30, 1998;

      (b)   Our Quarterly Report on Form 10-QSB for the quarterly period 
            ended October 31,  1998; 

      (c)   Our Current Report on Form 8-K, filed on August 20, 1999

      (d)   All documents filed by us in the future pursuant to Sections 
            13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the 
            shares are sold by the Selling Shareholders.

      You should read the information relating to us in this Prospectus 
together with the information in the documents incorporated by reference. 
Any statement contained in a document incorporated by reference herein, 
unless otherwise indicated therein, speaks as of the date of the document. 
Statements contained in this Prospectus may modify or replace statements 
contained in the documents incorporated by reference. We will furnish 
without charge to you, upon request, a copy of any or all of the documents 
described above, except for exhibits to such documents, unless such 
exhibits are specifically incorporated by reference into such documents. 
Requests should be addressed to: 

                            PALM DESERT ART, INC.
                      74-350 Alessandro Dr., Suite A-2,
                            Palm Desert, CA 92260
                               (760) 346-1192.

      This prospectus is part of a registration statement we filed with the 
Commission. You should rely only on the information incorporated by 
reference or provided in this prospectus or any supplement. We have not 
authorized anyone else to provide you with different information. The 
selling stockholders will not make an offer of the shares of common stock 
in any state where the offer is not permitted. You should not assume that 
the information in this prospectus or any supplement is accurate as of any 
date other than the date on the front of those documents.

          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains certain "forward-looking statements" as 
defined in the Private Securities Litigation Reform Act of 1995 and 
information relating to us that are based on the beliefs of our management, 
as well as assumptions made by and information currently available to our 
management. When used in this prospectus, the words "estimate," "project," 
"believe," "anticipate," "intend," "expect" and similar expressions are 
intended to identify forward-looking statements. These forward-looking 
statements reflect our current views with respect to future events and are 
subject to risks and uncertainties that could cause actual results to 
differ materially from those contemplated in these forward-looking 
statements, including those risks discussed under "Risk Factors" on Page 5.  
You are cautioned not to place undue reliance on these forward-looking 
statements, which speak only as of the date on this prospectus. We have no 
obligation to publicly release any revisions to these forward-looking 
statements to reflect events or circumstances after the date of this 
prospectus or to reflect the occurrence of unanticipated events.

                             PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS AND MAY 
NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND 
THETERMS OF OUR SECURITIES, YOU SHOULD CAREFULLY READ THIS DOCUMENT. YOU 
SHOULD ALSO READ THE DOCUMENTS WE HAVE REFERRED YOU TO IN THE SECTION 
ENTITLED "WHERE YOU CAN FIND MORE INFORMATION" ON PAGE 1 FOR INFORMATION ON 
OUR COMPANY AND OUR FINANCIAL STATEMENTS.

OUR BUSINESS

      We are an integrated publisher and retailer of limited-edition 
serigraphs, lithographs and other works of fine art created by 
internationally recognized and innovative, contemporary artists. We have 
obtained the exclusive rights to publish the artworks of several 
contemporary artists who are well-recognized in the art community.  We use 
various publishing techniques ranging from the classic, hand-pulled 
serigraphy to innovative new printing techniques which incorporate hand-
painted details.  We maintain art galleries in Palm Desert and Tarzana, 
California, and in August 1998, we acquired six art framing shops and 
galleries in Upstate New York.

      We intend to continue to obtain the exclusive rights to publish 
contemporary artists while growing our gallery and publishing business and 
reputation through the acquisition of art framing shops and galleries 
nationwide.  Our business plan is to develop a national chain of galleries 
to sell fine artwork and provide high-quality art framing services.  By 
consolidating material handling and frame cutting into regional framing 
centers, we hope to realize substantial cost savings.

      In 1998, we changed the name of the company from Database 
Technologies, Inc. to Palm Desert Art, Inc. and we relocated our principal 
place of business from Bedford, New Hampshire to Palm Desert, California.  

Recent Developments

      In August 1998, we acquired R M & M Framemakers, Inc. (RM&M), a New 
York corporation engaged in the art framing and gallery business.  In 
connection with this transaction, we issued 645,000 shares our Common Stock 
to the former shareholders of RM&M.  We have recently commenced negotiations 
with the former shareholders of RM&M to resell RM&M back to said 
shareholders, and we anticipate that this transaction, if it occurs at all, 
will retroactively take effect prior to the close of the quarter ended 
January 31, 1999.

      Also in August 1998, we also issued 166,000 shares of our Common 
Stock to three consultants as payment for services rendered.  In addition, 
we issued 800,000 shares of our Common Stock to three private investors for 
a price of $.30 per share. The proceeds from this private placement were 
used to pay off company debt.

                                RISK FACTORS

      All prospective investors should carefully consider, among other 
things, the following factors before purchasing any securities offered 
hereby:

Limited Operating History.  We have had only a limited operating history in 
the art publishing business.  In April 1998, we purchased all of the assets 
of Palm Desert Art Publishers, Ltd. LLC, (PDAP) in exchange for 
approximately 80% of the Company's authorized common stock.  At the time of 
the acquisition, PDAP had been in the art publishing business for only one 
year. Accordingly, we are subject to the risks inherent in the development 
of a new business enterprise; including:

      -     the complications, delays and resulting expenses often 
            encountered in marketing artwork and related services;

      -     the uncertainties of developing and marketing such artwork and 
            services; and 

      -     the difficulties in recruiting and retaining qualified 
            personnel. 

Limited Profitability.  Our financial statements for the fiscal year ended 
April 30, 1998 consist of the operations formerly known as Palm Desert Art 
Publishers Ltd., LLC, which recorded net income for its first year of 
operation of  $35,910.   Our financial statements for the six months ended 
October 31, 1998, which have not yet been audited, show net income of 
$148,483.  We may never be able generate revenues or profits sufficient to 
pay our expenses and obligations or to acquire the operations of other 
galleries and art framing shops.  We expect that we will incur losses as we 
increase expenditures for marketing, advertising and acquisitions.

Uncertain Market Acceptance. Since the acquisition of PDAP's assets in 
April 1998, we have focused our efforts on (1) obtaining the exclusive 
rights to publish contemporary artists and (2) growing our gallery and 
publishing business and reputation through the acquisition of art framing 
shops and galleries nationwide.  Although there is an existing market for 
artwork generally, artwork is subject to the individual tastes of the 
consumer which cannot be predicted with any degree of accuracy.  
Accordingly, there is a risk that the art buyers may not appreciate the 
quality of the Company's publications.  Market acceptance of our products 
will depend, in large part, upon our ability to demonstrate to the art 
community that we can produce high-quality artwork and framing services at 
affordable prices. Although we believe that our artwork represents the 
significant talents of various contemporary artists, we cannot guaranty 
that our artwork will ever achieve market acceptance. 

Limited Marketing Organization. Commercialization of our artwork and 
framing services will be substantially dependent on

      -     our ability to develop or acquire the network of galleries and 
            framing shops throughout the country; and 

      -     our ability to put together a successful a marketing and sales 
            team.

We cannot guaranty that we will ever be able to develop or acquire this 
network of galleries or put together a successful sales and marketing team. 

Need for Additional Capital.  We will require substantial additional capital

      -     to complete the several acquisitions that we are contemplating; 

      -     to hire additional personnel; and 

      -     for general working capital purposes.

We may be able to obtain funds for these purposes from a number of sources, 
including, sales of equity and debt instruments, and bank financing. 
However, we currently have no arrangements for any such financing, and we 
cannot guaranty that we will ever be able to obtain any additional 
financing.  Even if we can obtain some financing, we cannot guaranty that 
that it will be on reasonable or favorable terms, or that it will enough to 
meet our immediate and long term needs. 

Need for Qualified Personnel.  In order to meet our business objectives, we 
will need to hire additional marketing and managerial personnel, and we 
will be required to compete for such personnel with companies having 
greater financial and other resources.  Because our future success will be 
dependent, in part, upon our ability to attract and retain qualified 
personnel, our failure to do so could have a material adverse effect upon 
our business. 

Absence of Dividends.  We have not paid any cash dividends and we do not 
anticipate paying any dividends in the foreseeable future.  We expect that 
all future earnings, if any, will be retained to fund development and 
expansion.  Accordingly, we cannot guaranty that the Company will ever pay 
cash dividends.

Dependence on Limited Management.  Our success is substantially dependent 
on the efforts and abilities of its President, Hugh G. Pike, who makes or 
significantly influences most decisions concerning our business and its 
management.   If we were to lose Mr. Pike, our business and further 
prospects would suffer materially.

Control by Current Management.  Management and affiliates of the Company 
currently own or control more than 50% of the outstanding Common Stock.  
These persons are and will continue to be able to exercise control over the 
election of the Company's directors and the appointment of officers.

Dilutive Effect of Stock Options and Stock Grants.  We currently have 
outstanding options to purchase up to 300,000 shares of Common Stock.  In 
addition, the Board of Directors has reserved for issuance 450,000 shares 
of Common Stock which may be granted from time to time pursuant to the 
Company's 1999 Stock Compensation Plan (hereinafter the "Plan").  Issuance 
of shares upon exercise of outstanding options or pursuant to the Plan 
will reduce the percentage of Common Stock held by the public stockholders.

OTC Bulletin Board; Volatility of Price.  Currently, our Common Stock is 
quoted on the OTC Bulletin Board.   The OTC Bulletin Board offers less 
trading liquidity than Nasdaq.  Quotes for securities traded on the OTC 
Bulletin Board are not as widely available in newspapers as are those for 
Nasdaq.  Therefore, the lack of readily available price information may 
impair the ability of purchasers of the Common Stock to resell the 
securities offered hereby at or near their purchase price or at any price.  
Furthermore, it is unlikely that a lending institution will accept the 
Company's securities as pledged collateral for loans even if a regular 
trading market develops.  The trading price of the Common Stock could be 
subject to wide fluctuations in response to quarterly variations in the 
Company's operating results, announcements by the Company or other parties, 
developments affecting the Company, and other events or factors.  In 
addition, the stock market has experienced extreme price and volume 
fluctuations in recent years.  These fluctuations have had a substantial 
effect on the market price for many companies, often unrelated to the 
operating performance of such companies and may adversely affect the market 
price of the Common Stock. 

No Proceeds from the Offering.  We will not receive any of the proceeds of 
this offering.  All of the proceeds of this offering will be received by 
the Selling Shareholders.

Possible Future Sales of Shares by the Selling Shareholders.  The Selling 
Shareholders could sell any or all of the Common Stock they own upon the 
effectiveness of the registration statement of which this prospectus forms 
a part.  The Selling Shareholders may determine to sell shares of Common 
Stock from time to time for any reason.  Although we cannot predict the 
effect, if any, that sales of shares of Common Stock owned by Selling 
Shareholders would have on the market price prevailing from time to time, 
we expect that sales of substantial amounts of Common Stock, or the 
availability of such shares for sale in the public market, could adversely 
affect prevailing market prices of our Common Stock.

Shares Eligible for Future Sale.  We presently have 5,379,044 shares of 
Common Stock issued and outstanding, of which approximately 500,000 shares 
are eligible for sale in the public market to the extent they are not held 
by "affiliates."   In addition, we are registering for pubic resale 166,000 
shares held by the Selling Shareholders, presently outstanding as well as 
450,000 shares which may be issued from time to time pursuant to the 1999 
Stock Compensation Plan.  The remaining issued and outstanding shares of 
Common Stock are currently "restricted securities" for purposes of the 
Securities Act.  Approximately 3,276,366 shares will become eligible for 
resale in the public market pursuant to Rule 144 in April 1999, and another 
1,445,000 will become eligible for resale in the public market pursuant to 
Rule 144 in August 1999.  Although the Company can make no prediction as to 
the effect, if any, that sales of the shares of Common Stock referred to 
above would have on the market price prevailing from time to time, we 
expect that sales of substantial amounts of Common Stock, or the 
availability of such shares for sale in the public market could adversely 
affect prevailing prices of the Common Stock.

Potential Effect of Penny Stock Rules on Liquidity of Common Stock.  If our 
securities are not listed on the Nasdaq SmallCap market or certain other 
national securities exchanges and the price falls below $5.00, subsequent 
purchases of such securities will be subject to the requirements of the 
penny stock rules unless an exemption is available.  The Commission has 
adopted rules that regulate broker-dealer practices in connection with 
transactions in "penny stocks."  Penny stocks generally are equity 
securities with a price of less than $5.00 (other than securities listed on 
certain national securities exchanges or designated for quotation on the 
Nasdaq system).  The penny stock rules require a broker-dealer to: 

      (i)   deliver a standardized risk disclosure document required by the 
            SEC; 

      (ii)  provide the customer with  (a)  current bid and offer 
                                            quotations for the penny stock, 

                                       (b)  the compensation of the broker-
                                            dealer and its salesperson in 
                                            the transaction, and 

                                       (c)  monthly account statements 
                                            showing the market value of 
                                            each penny stock held in the 
                                            customer's account;

      (iii) make a special written determination that the penny stock is a 
            suitable investment for the purchaser; and 

      (iv)  receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of 
trading activity in the secondary market for a stock that becomes subject 
to the penny stock rules.  If our securities become subject to the penny 
stock rules, stockholders may find it more difficult to sell their 
securities.  If our securities become subject to the existing or proposed 
regulations on penny stocks, the market liquidity for the Company's 
securities would be severely and adversely affected by limits on the 
ability of broker-dealers to sell the Company's securities and the ability 
of Selling Shareholders in this offering to sell their securities in the 
secondary market.

                            SELLING SHAREHOLDERS

      The following table sets forth the name and relationship to the 
Company of each Selling Shareholder and the number of shares of Common 
Stock which each Selling Shareholder (1) owned of record as of January 31, 
1999; (2) is offering hereby for resale pursuant to this Prospectus; and 
(3) the amount of Common Stock to be owned by each Selling Shareholder 
assuming the sale of all shares which may be sold pursuant to this 
Prospectus.
Amount of
                                                                     Common        Percentage of
                           Owned as of      Offered for Resale     Stock to be     Common Stock
Name and Relationship      February 15,      Pursuant to this      Owned After      Owned After
    To the Company             1999            Prospectus)            Sales            Sales
---------------------      ------------     ------------------     -----------     -------------
Joseph Lussier
acquisition consultant        75,000              75,000                0               0%

David Dow, Esq.
legal advisor                 75,000              75,000                0               0%

Kerry Pope
acquisition consultant        16,000              16,000                0               0%
PLAN OF DISTRIBUTION

      We are registering the shares covered by this prospectus on behalf of 
the Selling Stockholders.  All costs, expenses and fees in connection with 
the registration of these shares will be paid by us.  Brokerage 
commissions, if any, attributable to the sale of these shares will be paid 
by the Selling Stockholders or their donees or pledgees. Sales of these 
shares may be effected from time to time in transactions (which may include 
block transactions) on the NASD's OTC Bulletin Board (or such other 
exchange on which the Securities are listed at the time of sale), in the 
over-the-counter market or otherwise, in negotiated transactions, or a 
combination of such methods of sale, at fixed prices which may be changed, 
at market prices prevailing at the time of sale, or at negotiated or other 
prices. 

      The Selling Stockholders may also sell these shares pursuant to Rule 
144 promulgated under the Securities Act of 1933, as amended, or may pledge 
shares as collateral for margin accounts and such shares could be resold 
pursuant to the terms of such accounts. Pursuant to this prospectus, the 
selling stockholders may also donate a certain de minimus number (as 
allowed by the Securities and Exchange Commission) of their shares of 
Common Stock, and such shares could be resold pursuant to rules set forth 
by the Commission.  The Selling Stockholders have advised us that they have 
not entered into any agreements, understandings or arrangements with any 
underwriters or broker-dealers regarding the sale of their securities. The 
Selling Stockholders may effect such transactions by selling common stock 
directly to purchasers or to or through broker-dealers which may act as 
agents or principals. These broker-dealers may receive compensation in the 
form of discounts, concessions or commissions from each selling stockholder 
and/or the purchasers of the shares for whom the broker-dealers may act as 
agents or to whom they sell as principal, or both (which compensation as to 
a particular broker-dealer might be in excess of customary commissions). 

      The Selling Stockholders and any broker-dealers that act in 
connection with the sale of the shares might be deemed to be "underwriters" 
within the meaning of Section 2(11) of the Securities Act and any 
commission received by them and any profit on the resale of the shares of 
common stock as principal might be deemed to be underwriting discounts and 
commissions under the Securities Act. The selling stockholders may agree to 
indemnify any agent, dealer or broker-dealer that participates in 
transactions involving sales of the shares against certain liabilities, 
including liabilities arising under the Securities Act. Liabilities under 
the federal securities laws cannot be waived. Because the Selling 
Stockholders may be deemed to be "underwriters" within the meaning of 
Section 2(11) of the Securities Act, the Selling Stockholders will be 
subject to prospectus delivery requirements under the Securities Act.  
Furthermore, in the event of a "distribution" of the shares, the Selling 
Stockholder, any selling broker or dealer and any "affiliated purchasers" 
may be subject to Regulation M under the Exchange Act. Such regulation 
would prohibit, with certain exceptions, any such person from bidding for 
or purchasing any security which is the subject of the distribution until 
his, her or its participation in that distribution is completed. In 
addition, Regulation M prohibits any "stabilizing bid" or "stabilizing 
purchase" for the purpose of pegging, fixing or stabilizing the price of 
common stock in connection with this offering. 

                                LEGAL MATTERS

Certain legal matters relating to the common stock have been passed upon 
for us by Francis D. Parisi, Esq. of Cranston, RI. 

                                   EXPERTS

Our audited financial statements incorporated by reference in this 
prospectus and elsewhere in the registration statement have been audited by 
Berry, Dunn, McNeil & Parker of Manchester, NH, as indicated in their 
report with respect thereto, and are included herein in reliance upon the 
authority of said firm as experts in accounting and auditing in giving said 
reports. 

                                 PROSPECTUS

                       166,000 Shares of Common Stock

NO PERSON (INCLUDING ANY SALESMAN OR BROKER) IS AUTHORIZED TO PROVIDE 
ORALOR WRITTEN INFORMATION ABOUT THIS OFFERING NOT CONTAINED IN THIS 
PROSPECTUS. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS 
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE INDICATED BELOW.

Table of Contents

Where You Can Find More Information                                       2

Cautionary Statement Regarding Forward-Looking Statements                 3

Prospectus Summary                                                        4
  Our Business
  Recent Developments

Risk Factors                                                              5
  Limited Operating History 
  Limited Profitability
  Uncertain Market Acceptance. 
  Limited Marketing Organization 
  Need for Additional Capital 
  Need for Qualified Personnel
  Absence of Dividends
  Dependence on Limited Management 
  Control by Current Management
  Dilutive Effect of Stock Options and Stock Grants
  OTC Bulletin Board; Volatility of Price 
  No Proceeds from the Offering 
  Possible Future Sales of Shares by the Selling Shareholders
  Shares Eligible for Future Sale 
  Potential Effect of Penny Stock Rules on Liquidity of Common Stock

Selling Stockholders                                                      9

Plan of Distribution                                                     10

Legal Matters                                                            11

Experts                                                                  12

                              FEBRUARY 16, 1999

                                   PART II
                                   -------

               INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3:  DOCUMENTS INCORPORATED BY REFERENCE

The information in the following documents which we have filed with the 
Commission (File No. 0- 17623) pursuant to the Exchange Act is incorporated 
by reference in this Registration Statement:

      (a)   Our Annual Report on Form 10-KSB for the fiscal year ended 
            April 30, 1998;

      (b)   Our Quarterly Report on Form 10-QSB for the quarterly period 
            ended October 31,  1998; 

      (c)   Our Current Reports on Form 8-K, filed on August 20, 1999

All documents and reports subsequently filed by us pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this 
Registration Statement and prior to the termination of this offering is 
incorporated by reference into this Registration Statement and will be a 
part of this Registration Statement from the date of the filing of those 
documents or reports. The information relating to us in this Registration 
Statement should be read together with the information in the documents 
incorporated by reference. Any statement contained in a document 
incorporated by reference herein, unless otherwise indicated therein, 
speaks as of the date of the document. Statements contained in this 
Registration Statement may modify or replace statements contained in the 
documents incorporated by reference.

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 is permitted by Delaware law to indemnify any present or 
former director, officer, employee or agent against all expenses and 
liabilities reasonably incurred by him in connection with any legal action 
in which such person is involved by reason of his position with the Company 
unless he is adjudged liable for negligence or misconduct in the 
performance of his duties as a director, officer, employee or agent.

      In addition to such other rights of indemnification as they may have 
as directors or as members of the committee (the "Committee") administering 
the Company's 1999 Stock Compensation Plan (the "Plan"), under the terms of 
the Plan the members of the Committee shall be indemnified by the Company 
against the reasonable expenses, including attorney's fees, actually and 
necessarily incurred in connection with the defense of any action, suit or 
proceeding, or in connection with any appeal therein, to which they or any 
of them may be a party by reason of any action taken or failure to act 
under or in connection with the Plan or any option granted thereunder, and 
against all amounts paid by them in settlement thereof (provided such 
settlement is approved by independent legal counsel selected by the 
Company) or paid by them in satisfaction of a judgment in any such action, 
suit or proceeding, except in relation to matters as to which it shall be 
adjudged in such action, suit or proceeding that such Board member is 
liable for negligence or misconduct in the performance of his duties. 

      Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or persons 
controlling the Company pursuant to the foregoing provisions, the Company 
has been informed that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in 
the Act and is therefore unenforceable.

ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED

      Prior to the effectiveness of the initial filing of this Registration 
Statement, an aggregate 166,000 shares of Common Stock were issued by the 
Company, to an aggregate 3 individuals in transactions not involving a 
public offering, and such offer and sale was therefore exempt pursuant to 
the provision of Section 4(2) under the Act.

ITEM 8:  EXHIBITS
Number      Description
------      -----------
3.1         Registrant's Certificate of Incorporation, as amended*

3.2         Registrant's By-Laws**

4.13        Registrant's 1999 Stock Compensation Plan

5.1         Opinion of Francis D. Parisi, Esq.

23.1        Consent of Berry, Dunn, McNeil & Parker

23.2        Consent of Francis D. Parisi, Esq. (included in Exhibit 5.1)

24.1        Power of Attorney (included on signature page)
Incorporated by reference to the Registrant's Registration Statement 
      Form 10 filed on April 17, 1989 (File No. 0- 17623), and Form 10-KSB 
      for the fiscal year ended April 30, 1998 (File No. 0-17623), as filed 
      with the SEC on August  14, 1998.
Incorporated by reference to the Registrant's Registration Statement 
      Form 10 filed on April 17, 1989 (File No. 0- 17623).
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 
                        20 percent 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; PROVIDED, HOWEVER, that paragraphs 
                        (a)(1)(i) and (a)(1)(ii) do not apply if the 
                        information required to be included in a post-
                        effective amendment by those paragraphs is 
                        contained in periodic reports filed by the 
                        registrant pursuant to Section 13 or Section 15(d) 
                        of the Securities Exchange Act of 1934 that are 
                        incorporated by reference 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)   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable. In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense 
of any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

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

                                 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 Form S-3. and has duly caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Town of Palm Desert, State of California, 
on February 16, 1999.

                                       PALM DESERT ART, INC.

                                       By: /s/ Hugh G. Pike
                                          -----------------
                                          Hugh G. Pike, President

      Know all persons by these presents, that each person whose signature 
appears below, constitutes and appoints Hugh G. Pike and, jointly and 
severally, his attorneys-in-fact, each with the power of substitution, for 
him in any and all capacities, to sign any amendment to this Registration 
Statement on Form S-8 and Form S-3 and to file the same with exhibits 
thereto and other documents in connection therewith, with the Securities 
and Exchange Commission, hereby ratifying and confirming all that each of 
said attorneys-in-fact, or his substitute or substitutes, may do or cause 
to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons on 
behalf of the Registrant and in the capacities and on the dates indicated.
Signatures                            Title                            Date
      ----------                            -----                            ----
/s/ Hugh G. Pike           Chairman of the Board and President         February 16, 1999
----------------           (Principal Executive Officer)  
Hugh G. Pike

/s/ William Smitherman     Treasurer (Principal Financial Officer)     February 16, 1999
----------------------
William Smitherman

/s/ Jurg Mullhaupt         Director                                    February 16, 1999
------------------
Jurg Mullhaupt

/s/ Allan S. Wolfe         Director                                    February 16, 1999
------------------
Allan S. Wolfe