============================================================================
     As filed with the Securities and Exchange Commission on April 8, 1997.

                                          Registration No. 33-______________

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

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

                        Phoenix Gold International, Inc.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

            Oregon                                93-1066325
            ------                                ----------
(State or other jurisdiction of                (I.R.S. Employer 
incorporation or organization)                  Identification No.)

                            9300 North Decatur Street
                             Portland, Oregon 97203
                         -----------------------------
               (Address of principal executive offices) (Zip Code)


                   Amended and Restated 1995 Stock Option Plan

                  Matthew W. Chapman Nonstatutory Stock Option

                   Frank G. Magdlen Nonstatutory Stock Option
               --------------------------------------------------
                            (Full title of the plan)

                                 Kurt W. Ruttum
                       Vice President and General Counsel
                        Phoenix Gold International, Inc.
                            9300 North Decatur Street
                             Portland, Oregon 97203
                                 (503) 288-2008
                     -------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------


                               Proposed         Proposed
                                maximum          maximum             Amount
Title of        Amount         offering         aggregate              of
securities      to be          price per        offering           registration
to be           registered      share            price                 fee
registered        (1)           (2)                                   (3)
----------      -----------    ----------       ---------          -------------

Common          210,000        $5.22            $1,096,300            $333
Stock, no       shares
par value

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

(1) This filing registers  200,000 shares of the Company's Common Stock reserved
for issuance under its Amended and Restated 1995 Stock Option Plan, 5,000 shares
of the Company's Common Stock reserved for issuance under the Matthew W. Chapman

<PAGE>

Nonstatutory  Stock  Option  and 5,000  shares  of the  Company's  Common  Stock
reserved for issuance under the Frank G. Magdlen  Nonstatutory Stock Option. The
Company  previously  registered  315,000 shares of the Company's Common Stock on
Form S-8 (Registration  No. 33-98648)  reserved for issuance under the Company's
1995 Stock  Option Plan,  which plan was amended and  restated by the  Company's
Board of  Directors  in July 1996 with such changes  approved  by the  Company's
shareholders in February 1997.

(2) Estimated  solely for purposes of calculating the  registration fee pursuant
to Rule  457(c)  based  upon (a) the  actual  price  for  10,000  shares  of the
Company's  Common  Stock  subject  to  previously  granted  options  (which  are
exercisable  at a price of  $4.63  per  share)  and (b) the  estimated  proposed
maximum  offering price of the remaining  200,000  shares  reserved for issuance
based upon the  average of the high and low prices of the Common  Stock on April
2, 1997 as reported by The Nasdaq Stock Market, Inc. ($5.25 per share).

(3) Based upon the estimated  proposed maximum aggregate  offering price for the
210,000 shares of the Company's Common Stock registered hereunder.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.

         The following documents filed by Phoenix Gold  International,  Inc., an
Oregon corporation (the "Company"),  with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this registration statement:

     (a) The  Company's  annual  report on Form 10-KSB for the fiscal year ended
     September 30, 1996

     (b) The  Company's  quarterly  report on Form 10-QSB for the quarter  ended
     December 31, 1996.

     (c) The  description  of the  Company's  common  stock,  no par value  (the
     "Common Stock"), as set forth in its registration statement on Form SB-2 as
     declared  effective  by the  Commission  on May 3, 1995  (Registration  No.
     33-90588).

         All  documents  filed by the Company  subsequent  to those listed above
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   Act"),   prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Company has adopted  provisions  in its 1995  Restated  Articles of
Incorporation  ("Articles")  and Restated Bylaws that limit the liability of its
directors to the fullest  extent  permitted by the Oregon  Business  Corporation
Act. Under the Company's  Articles and Restated Bylaws,  and as permitted by the
Oregon  Business  Corporation  Act,  no director is liable to the Company or its
shareholders for monetary damages for breaches of certain  fiduciary duties as a
director  of the  Company.  Such  limitation  of  liability  does  not  affect a
director's  liability  for a breach of the  director's  duty of  loyalty  to the
Company  or its  shareholders,  an act or  omission  not in good  faith  or that
involves intentional  misconduct or a knowing violation of the law, any unlawful
distributions,  or a  transaction  from which the director  receives an improper
personal  benefit.  Such  limitation  of  liability  also  does not  affect  the
availability of equitable remedies such as injunctive relief or rescission.

<PAGE>

         The  Company's  Articles  permit and its  Restated  Bylaws  require the
Company to indemnify its officers and directors to the fullest extent  permitted
by law. The Company has entered into  agreements  to indemnify its directors and
executive  officers to provide the maximum  indemnification  permitted by Oregon
law. These  agreements,  among other  provisions,  provide  indemnification  for
certain  expenses  (including  attorney fees),  judgments,  fines and settlement
amounts incurred in any action or proceeding,  including any action by or in the
right of the Company.  The Company has obtained insurance covering its directors
and executive officers against certain liabilities,  including liabilities under
federal and state securities laws.  Insofar as  indemnification  for liabilities
arising under the  Securities  Act may be permitted to  directors,  officers and
controlling  persons of the Company  pursuant to the foregoing  provisions,  the
Company  has  been  advised  that,  in  the  opinion  of  the  Commission,  such
indemnification is against public policy and is, therefore, unenforceable.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits.

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-B is located on page II-4 of this registration statement.

Item 9.  Undertakings.

A.  The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective amendment to this registration statement to:

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

          (ii) reflect in the prospectus any facts or events which, individually
          or together,  represent a fundamental  change in the  information  set
          forth in the registration statement; and

          (iii) include any  additional or changed  material  information on the
           plan of distribution;

     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 undersigned
     registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in this registration statement.

     (2) For  determining  liability  under the  Securities  Act,  to treat each
     post-effective  amendment as a new registration statement of the securities
     offered, and the offering of such securities at that time to be the initial
     bona fide offering.

     (3) To file a post-effective  amendment to remove from  registration any of
     the securities offered that remain unsold at the end of the offering.

                         [Signatures on following page]


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Portland, Oregon, on April 7, 1997.

                                       PHOENIX GOLD INTERNATIONAL, INC.

                                       By: /s/ Keith A. Peterson
                                          ----------------------------------
                                          Keith A. Peterson
                                          Chairman, President and 
                                          Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby  constitutes and appoints Keith A. Peterson and Timothy G. Johnson,
and each of them,  his true and lawful  attorney-in-fact  and  agent,  with full
power of  substitution  for him in any and all  capacities,  to sign any and all
amendments or post-effective  amendments to this registration statement,  and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto such
attorney  and agent full power and  authority  to do any and all acts and things
necessary or advisable in connection with such matters, and hereby ratifying and
confirming all that the attorney and agent,  or his  substitute or  substitutes,
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date(s) indicated:

NAME AND POSITION:                                     DATE:


/s/ Keith A. Peterson                                  April 7, 1997 
-------------------------------  
Keith A. Peterson
Chairman, President, Chief Executive Officer
and Director (Principal Executive Officer)


/s/ Timothy G. Johnson                                 April 7, 1997
-------------------------------
Timothy G. Johnson
Executive Vice President,  Chief Operating
Officer and Director


/s/ Joseph K. O'Brien                                  April 7, 1997
--------------------------------
Joseph K. O'Brien
Chief Financial Officer (Principal Financial
and Accounting Officer)


/s/ Frank G. Magdlen                                   April 7, 1997
--------------------------------
Frank G. Magdlen
Director


/s/ Matthew W. Chapman                                 April 7, 1997
--------------------------------
Matthew W. Chapman
Director


<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT     EXHIBIT                                                        PAGE
NUMBER

4.1         Registrant's 1995 Restated Articles of Incorporation 
            and Articles of Amendment (Incorporated by reference
            to Exhibit 3(i) of the Company's Registration Statement
            on Form SB-2 as declared effective on May 3, 1995
            (Registration No.33-90588)

4.2         Registrant's Restated Bylaws (Incorporated by
            reference to Exhibit 3(ii) of the Company's
            Registration Statement on Form SB-2 as declared
            effective on May 3, 1995 (Registration No. 33-90588)

5           Opinion of Tonkon, Torp, Galen, Marmaduke & Booth              7

23.1        Consent of Deloitte & Touche LLP, Independent Auditors         8

23.2        Consent of Tonkon, Torp, Galen, Marmaduke & Booth              
            (included in Exhibit 5)

24          Power of Attorney (See Page II-4)                              

99.1        Amended and Restated 1995 Stock Option Plan                    9
            dated January 27, 1995

99.2        Matthew W. Chapman Nonstatutory Stock Option Agreement         17

99.3        Frank G. Magdlen Nonstatutory Stock Option Agreement           20
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 14072}]
{"company-data": {"conformed-name": "PHOENIX GOLD INTERNATIONAL INC", "cik": "0000943032", "assigned-sic": "3651", "irs-number": "931066325", "state-of-incorporation": "OR", "fiscal-year-end": "0924"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24751", "film-number": "97576502"}, "business-address": {"street1": "9300 NORTH DECATUR ST", "city": "PORTLAND", "state": "OR", "zip": "97203", "phone": "5032882008"}, "mail-address": {"street1": "9300 N DECATUR STREET", "city": "PORTLAND", "state": "OR", "zip": "97203"}}
============================================================================
     As filed with the Securities and Exchange Commission on April 8, 1997.

                                          Registration No. 33-______________

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

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

                        Phoenix Gold International, Inc.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

            Oregon                                93-1066325
            ------                                ----------
(State or other jurisdiction of                (I.R.S. Employer 
incorporation or organization)                  Identification No.)

                            9300 North Decatur Street
                             Portland, Oregon 97203
                         -----------------------------
               (Address of principal executive offices) (Zip Code)

                   Amended and Restated 1995 Stock Option Plan

                  Matthew W. Chapman Nonstatutory Stock Option

                   Frank G. Magdlen Nonstatutory Stock Option
               --------------------------------------------------
                            (Full title of the plan)

                                 Kurt W. Ruttum
                       Vice President and General Counsel
                        Phoenix Gold International, Inc.
                            9300 North Decatur Street
                             Portland, Oregon 97203
                                 (503) 288-2008
                     -------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

                               Proposed         Proposed
                                maximum          maximum             Amount
Title of        Amount         offering         aggregate              of
securities      to be          price per        offering           registration
to be           registered      share            price                 fee
registered        (1)           (2)                                   (3)
----------      -----------    ----------       ---------          -------------

Common          210,000        $5.22            $1,096,300            $333
Stock, no       shares
par value

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

(1) This filing registers  200,000 shares of the Company's Common Stock reserved
for issuance under its Amended and Restated 1995 Stock Option Plan, 5,000 shares
of the Company's Common Stock reserved for issuance under the Matthew W. Chapman
Nonstatutory  Stock  Option  and 5,000  shares  of the  Company's  Common  Stock
reserved for issuance under the Frank G. Magdlen  Nonstatutory Stock Option. The
Company  previously  registered  315,000 shares of the Company's Common Stock on
Form S-8 (Registration  No. 33-98648)  reserved for issuance under the Company's
1995 Stock  Option Plan,  which plan was amended and  restated by the  Company's
Board of  Directors  in July 1996 with such changes  approved  by the  Company's
shareholders in February 1997.

(2) Estimated  solely for purposes of calculating the  registration fee pursuant
to Rule  457(c)  based  upon (a) the  actual  price  for  10,000  shares  of the
Company's  Common  Stock  subject  to  previously  granted  options  (which  are
exercisable  at a price of  $4.63  per  share)  and (b) the  estimated  proposed
maximum  offering price of the remaining  200,000  shares  reserved for issuance
based upon the  average of the high and low prices of the Common  Stock on April
2, 1997 as reported by The Nasdaq Stock Market, Inc. ($5.25 per share).

(3) Based upon the estimated  proposed maximum aggregate  offering price for the
210,000 shares of the Company's Common Stock registered hereunder.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.

         The following documents filed by Phoenix Gold  International,  Inc., an
Oregon corporation (the "Company"),  with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this registration statement:

     (a) The  Company's  annual  report on Form 10-KSB for the fiscal year ended
     September 30, 1996

     (b) The  Company's  quarterly  report on Form 10-QSB for the quarter  ended
     December 31, 1996.

     (c) The  description  of the  Company's  common  stock,  no par value  (the
     "Common Stock"), as set forth in its registration statement on Form SB-2 as
     declared  effective  by the  Commission  on May 3, 1995  (Registration  No.
     33-90588).

         All  documents  filed by the Company  subsequent  to those listed above
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   Act"),   prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Company has adopted  provisions  in its 1995  Restated  Articles of
Incorporation  ("Articles")  and Restated Bylaws that limit the liability of its
directors to the fullest  extent  permitted by the Oregon  Business  Corporation
Act. Under the Company's  Articles and Restated Bylaws,  and as permitted by the
Oregon  Business  Corporation  Act,  no director is liable to the Company or its
shareholders for monetary damages for breaches of certain  fiduciary duties as a
director  of the  Company.  Such  limitation  of  liability  does  not  affect a
director's  liability  for a breach of the  director's  duty of  loyalty  to the
Company  or its  shareholders,  an act or  omission  not in good  faith  or that
involves intentional  misconduct or a knowing violation of the law, any unlawful
distributions,  or a  transaction  from which the director  receives an improper
personal  benefit.  Such  limitation  of  liability  also  does not  affect  the
availability of equitable remedies such as injunctive relief or rescission.
The  Company's  Articles  permit and its  Restated  Bylaws  require the
Company to indemnify its officers and directors to the fullest extent  permitted
by law. The Company has entered into  agreements  to indemnify its directors and
executive  officers to provide the maximum  indemnification  permitted by Oregon
law. These  agreements,  among other  provisions,  provide  indemnification  for
certain  expenses  (including  attorney fees),  judgments,  fines and settlement
amounts incurred in any action or proceeding,  including any action by or in the
right of the Company.  The Company has obtained insurance covering its directors
and executive officers against certain liabilities,  including liabilities under
federal and state securities laws.  Insofar as  indemnification  for liabilities
arising under the  Securities  Act may be permitted to  directors,  officers and
controlling  persons of the Company  pursuant to the foregoing  provisions,  the
Company  has  been  advised  that,  in  the  opinion  of  the  Commission,  such
indemnification is against public policy and is, therefore, unenforceable.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits.

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-B is located on page II-4 of this registration statement.

Item 9.  Undertakings.

A.  The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective amendment to this registration statement to:

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

          (ii) reflect in the prospectus any facts or events which, individually
          or together,  represent a fundamental  change in the  information  set
          forth in the registration statement; and

          (iii) include any  additional or changed  material  information on the
           plan of distribution;

     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 undersigned
     registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in this registration statement.

     (2) For  determining  liability  under the  Securities  Act,  to treat each
     post-effective  amendment as a new registration statement of the securities
     offered, and the offering of such securities at that time to be the initial
     bona fide offering.

     (3) To file a post-effective  amendment to remove from  registration any of
     the securities offered that remain unsold at the end of the offering.

                         [Signatures on following page]
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Portland, Oregon, on April 7, 1997.

                                       PHOENIX GOLD INTERNATIONAL, INC.

                                       By: /s/ Keith A. Peterson
                                          ----------------------------------
                                          Keith A. Peterson
                                          Chairman, President and 
                                          Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby  constitutes and appoints Keith A. Peterson and Timothy G. Johnson,
and each of them,  his true and lawful  attorney-in-fact  and  agent,  with full
power of  substitution  for him in any and all  capacities,  to sign any and all
amendments or post-effective  amendments to this registration statement,  and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto such
attorney  and agent full power and  authority  to do any and all acts and things
necessary or advisable in connection with such matters, and hereby ratifying and
confirming all that the attorney and agent,  or his  substitute or  substitutes,
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date(s) indicated:

NAME AND POSITION:                                     DATE:

/s/ Keith A. Peterson                                  April 7, 1997 
-------------------------------  
Keith A. Peterson
Chairman, President, Chief Executive Officer
and Director (Principal Executive Officer)

/s/ Timothy G. Johnson                                 April 7, 1997
-------------------------------
Timothy G. Johnson
Executive Vice President,  Chief Operating
Officer and Director

/s/ Joseph K. O'Brien                                  April 7, 1997
--------------------------------
Joseph K. O'Brien
Chief Financial Officer (Principal Financial
and Accounting Officer)

/s/ Frank G. Magdlen                                   April 7, 1997
--------------------------------
Frank G. Magdlen
Director

/s/ Matthew W. Chapman                                 April 7, 1997
--------------------------------
Matthew W. Chapman
Director
INDEX TO EXHIBITS

EXHIBIT     EXHIBIT                                                        PAGE
NUMBER

4.1         Registrant's 1995 Restated Articles of Incorporation 
            and Articles of Amendment (Incorporated by reference
            to Exhibit 3(i) of the Company's Registration Statement
            on Form SB-2 as declared effective on May 3, 1995
            (Registration No.33-90588)

4.2         Registrant's Restated Bylaws (Incorporated by
            reference to Exhibit 3(ii) of the Company's
            Registration Statement on Form SB-2 as declared
            effective on May 3, 1995 (Registration No. 33-90588)

5           Opinion of Tonkon, Torp, Galen, Marmaduke & Booth              7

23.1        Consent of Deloitte & Touche LLP, Independent Auditors         8

23.2        Consent of Tonkon, Torp, Galen, Marmaduke & Booth              
            (included in Exhibit 5)

24          Power of Attorney (See Page II-4)                              

99.1        Amended and Restated 1995 Stock Option Plan                    9
            dated January 27, 1995

99.2        Matthew W. Chapman Nonstatutory Stock Option Agreement         17

99.3        Frank G. Magdlen Nonstatutory Stock Option Agreement           20