As filed with the Securities and Exchange Commission on December 18, 1998


                                                    Registration No. ___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

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

                          EUROPEAN MICRO HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   65-0803752
                      (I.R.S. Employer Identification No.)

                        6073 N.W. 167TH STREET, UNIT C-25
                              MIAMI, FLORIDA 33015
                    (Address of Principal Executive Offices)

             EUROPEAN MICRO HOLDINGS, INC. 1998 STOCK INCENTIVE PLAN
         EUROPEAN MICRO HOLDINGS, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                JOHN B. GALLAGHER
                        6073 N.W. 167TH STREET, UNIT C-25
                              MIAMI, FLORIDA 33015
                     (Name and Address of Agent For Service)

                                 (305) 825-2458
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:
                             Clayton E. Parker, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                   Proposed        Proposed
Title Of                           Maximum         Maximum
Securities         Amount          Offering        Aggregate     Amount Of
To Be              To Be           Price Per       Offering      Registration
Registered         Registered      Share (1)(2)    Price (1)(2)  Fee (1)(2)
--------------------------------------------------------------------------------
Common Stock, par  550,000 shares  $11.78          $6,479,000    $1,801.16
value $0.01 per
share
--------------------------------------------------------------------------------

(1) This  Registration  Statement  covers, in  addition to  the number of shares
    of Common Stock stated  above,  options to purchase or acquire the shares of
    Common Stock covered by the Prospectus.

(2) Pursuant  to  Rule  457(h)(1)  of  the   Securities  Exchange  Act  of 1934,
    the proposed  maximum offering price per share,  proposed maximum  aggregate
    offering  price and  amount  of registration fee  were  computed  based upon
    the  average  of the high and low  prices of the  shares of Common  Stock on
    December 16, 1998.


<PAGE>


                                     PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

      The documents  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents have been  previously  filed by European Micro
Holdings,  Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 1998 filed with the Commission on September 28, 1998.

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 1998 filed with the Commission on November 13, 1998.

         (c) The Company's  Current Report on Form 8-K filed with the Commission
on November 10, 1998.

         (d) The Company's  Post-Effective  Amendment No. 1 to the  Registration
Statement on Form S-1 filed with the Commission on November 5, 1998.

         (e) The  Company's  Proxy  Statement  on  Schedule  14A filed  with the
Commission on October 27, 1998.

         (f) The  description  of the  Company's  Common Stock  contained in its
Registration  Statement on Form 8-A filed with the Commission on March 26, 1998,
as amended,  pursuant to the Exchange  Act,  including  any  amendment or report
filed for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the prospectus relating to the European Micro Holdings,  Inc. 1998 Stock
Incentive Plan or the European Micro Holdings, Inc. Employee Stock Purchase Plan
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.


                                       2
<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company has entered into  indemnification  agreements  with each of
its  officers  and  directors.  These  agreements  provide that the Company will
indemnify each director and officer to the fullest extent  permitted by law from
and against any and all claims of any type  arising  from or related to his past
or future acts or  omissions  as a director or officer of the Company and any of
its subsidiaries. In addition, the Company has agreed to advance all expenses of
each  director  and  officer  as they are  incurred  and in advance of the final
disposition of any claim.

         Section 78.751 of the Nevada Revised Statutes (the "NRS") provides,  in
effect, that any person made a party to any action by reason of the fact that he
is or was a  director,  officer,  employee  or agent of the  Company may and, in
certain  cases,  must be indemnified  by the Company  against,  in the case of a
non-derivative  action,  judgments,   fines,  amounts  paid  in  settlement  and
reasonable expenses  (including  attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys'  fees),  if in either  type of action he acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the Company.  This  indemnification  does not apply, in a derivative  action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to the Company, unless upon court order it is determined that, despite
such  adjudication  of liability,  but in view of all the  circumstances  of the
case, he is fairly and reasonably entitled to indemnification for expenses, and,
in a non-derivative  action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was lawful.

         Section  78.037 of the NRS allows the Company to eliminate or limit the
personal  liability  of a director to the Company or to any of its  shareholders
for monetary  damage for a breach of fiduciary  duty as a director,  except for:
(i) acts or omissions  which involve  intentional  misconduct,  fraud or knowing
violation  of law;  or (ii) the payment of  distributions  in  violation  of NRS
78.300.

         Article VI of the Company's Articles of Incorporation provides that the
Company shall indemnify any person (and the heirs,  executors or  administrators
of such person) who was or is a party or is threatened to be made a party to, or
is involved in any threatened,  pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that such  person is or was a director  or  officer of the  Company or is or was
serving  at the  request  of the  Company  as a  director  or officer of another
corporation,  partnership,  joint  venture,  trust or other  enterprise,  to the
fullest extent permitted by Nevada Law. Each such  indemnified  party shall have
the right to be paid by the Company for any expenses incurred in connection with
any such  proceeding in advance of its final  disposition  to the fullest extent
authorized by Nevada Law.  Article VI of the Company  Articles of  Incorporation
also provides that the Company may, by action of its Board of Directors, provide
indemnification  to such of the  employees  and  agents of the  Company  to such
extent  and to such  effect  as the Board of  Directors  shall  determine  to be
appropriate and authorized by Nevada Law.

         The Company  maintains an insurance  policy that  provides  protection,
within the maximum  liability  limits of the policy and subject to a  deductible
amount for each claim, to the Company under its indemnification  obligations and
to the  directors  and officers of the Company  with respect to certain  matters
that are not covered by the Company's indemnification obligations.

         Pursuant to an Underwriting Agreement, Tarpon Scurry Investments,  Inc.
has agreed to indemnify the directors,  officers and controlling  persons of the
Company  against  certain civil  liabilities  that may be incurred in connection
with the Company's  initial  public  offering  which closed on or about June 12,
1998, including certain liabilities under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.




                                       3
<PAGE>



ITEM 8.  EXHIBITS.

         Exhibit No.   Description                 Location
         -----------   -----------                 --------

         4.1           European Micro Holdings,    Incorporated by reference to
                       Inc. 1998 Stock Incentive   Exhibit 4.01 to the Company's
                       Plan                        Registration Statement (the
                                                   "Registration Statement") on
                                                   Form S-1 filed with the
                                                   Securities and Exchange
                                                   Commission on January 16, 
                                                   1998

         4.2           European Micro Holdings,    Incorporated by reference to
                       Inc. 1998 Employee Stock    Exhibit 4.02 to the Company's
                       Purchase Plan               Registration Statement

         5.1           Opinion of Kirkpatrick &    Provided herewith
                       Lockhart LLP re: legality

         23.1          Consent of Kirkpatrick &    Provided herewith (contained 
                       Lockhart LLP                in Exhibit 5.1)

         23.2          Consent of KPMG             Provided herewith

         24.1          Power of Attorney           Provided herewith

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned registrant will:

         (1)  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
                    Act;

              (ii)  Reflect in the  prospectus any facts or events arising after
                    the  effective  date of the  Registration  Statement (or the
                    most  recent   post-effective   amendment   thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement;

              (iii) Include any additional or changed 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  Registration  Statement  is on Form S-3 or Form S-8,
              and 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)  For purposes of  determining  any  liability  under the Securities
         Act,  treat  each  post-effective   amendment  as  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)  File a post-effective amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.

(b)      The  undersigned registrant  hereby undertakes  that, for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit


                                       4
<PAGE>


plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(c)      The  undersigned  registrant  hereby  undertakes  to  deliver  or cause
to be delivered  with the  prospectus,  to each person to whom the prospectus is
sent  or  given,  the  latest  annual  report,   to  security  holders  that  is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Articles 3 of Regulation S-X is not set forth in the prospectus, to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

(d)      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.



                                       5
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Miami,  State of  Florida  on this 18th day of
December 1998.

                              EUROPEAN MICRO HOLDINGS, INC.

                              By:   /S/ JOHN B. GALLAGHER
                                    -------------------------------------
                                    Printed Name:  John B. Gallagher
                                    Title:  Co-President

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and  appoints  John  B.  Gallagher  his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

<TABLE>
<CAPTION>

<S>                                 <C>    

Date: December 18, 1998             By:   /S/ John B. Gallagher               
                                       ---------------------------------------
                                          Printed Name:  John B. Gallagher
                                          Title:  Co-President and Co-Chairman of the Board
                                          (Principal Executive Officer)

Date: December 18, 1998             By:   /S/ Harry D. Shields                
                                       ---------------------------------------
                                          Printed Name: Harry D. Shields
                                          Title:  Co-President and Co-Chairman of the Board
                                          (Principal Executive Officer)

Date: December 18, 1998             By:   /S/ Jay Nash                        
                                       ---------------------------------------
                                          Printed Name:  Jay Nash
                                          Title:  Chief Financial Officer, Controller, Treasurer and
                                          Secretary (Principal Financial Officer and Controller)


Date: December 18, 1998             By:   /S/ Barrett Sutton                        
                                       -------------------------------------
                                          Printed Name: Barrett Sutton
                                          Title:  Director

Date: December 18, 1998             By:   /S/ Kyle Saxon                      
                                       -------------------------------------
                                         Printed Name: Kyle Saxon
                                         Title:  Director

Date: December 18, 1998             By:   /S/ Laurence Gilbert                
                                       -------------------------------------
                                          Printed Name: Laurence Gilbert
                                          Title:  Director

Date: December 18, 1998             By:   /S/ Bernadette Spofforth                  
                                       -------------------------------------
                                          Printed Name:  Bernadette Spofforth
                                          Title:  Director

</TABLE>


                                       6
<PAGE>



                                        EXHIBIT LIST
                                        ------------


      Exhibit No.   Description                      Location
      -----------   -----------                      --------

         4.1        European Micro Holdings, Inc.    Incorporated by reference
                    1998 Stock Incentive Plan        to Exhibit 4.01 to the
                                                     Company's Registration
                                                     Statement (the
                                                     "Registration Statement")
                                                     on Form S-1 filed with the
                                                     Securities and Exchange
                                                     Commission on January 16,
                                                     1998

         4.2        European Micro Holdings, Inc.    Incorporated by reference
                    1998 Employee Stock Purchase     to Exhibit 4.02 to the
                    Plan                             Company's Registration
                                                     Statement

         5.1        Opinion of Kirkpatrick &         Provided herewith
                    Lockhart LLP re: legality

         23.1       Consent of Kirkpatrick &         Provided herewith
                    Lockhart LLP                     (contained in Exhibit 5.1)

         23.2       Consent of KPMG                  Provided herewith

         24.1       Power of Attorney                Provided herewith




                                       7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24780}]
{"company-data": {"conformed-name": "EUROPEAN MICRO HOLDINGS INC", "cik": "0001052914", "assigned-sic": "5045", "irs-number": "650803752", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69215", "film-number": "98772090"}, "business-address": {"street1": "6073 NW 167TH ST", "street2": "UNIT C-25", "city": "MIAMI", "state": "FL", "zip": "33015", "phone": "3058252458"}, "mail-address": {"street1": "6073 NW 167TH ST", "street2": "UNIT C-25", "city": "MIAMI", "state": "FL", "zip": "33015"}}
As filed with the Securities and Exchange Commission on December 18, 1998

                                                    Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

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

                          EUROPEAN MICRO HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   65-0803752
                      (I.R.S. Employer Identification No.)

                        6073 N.W. 167TH STREET, UNIT C-25
                              MIAMI, FLORIDA 33015
                    (Address of Principal Executive Offices)

             EUROPEAN MICRO HOLDINGS, INC. 1998 STOCK INCENTIVE PLAN
         EUROPEAN MICRO HOLDINGS, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                JOHN B. GALLAGHER
                        6073 N.W. 167TH STREET, UNIT C-25
                              MIAMI, FLORIDA 33015
                     (Name and Address of Agent For Service)

                                 (305) 825-2458
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:
                             Clayton E. Parker, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                   Proposed        Proposed
Title Of                           Maximum         Maximum
Securities         Amount          Offering        Aggregate     Amount Of
To Be              To Be           Price Per       Offering      Registration
Registered         Registered      Share (1)(2)    Price (1)(2)  Fee (1)(2)
--------------------------------------------------------------------------------
Common Stock, par  550,000 shares  $11.78          $6,479,000    $1,801.16
value $0.01 per
share
--------------------------------------------------------------------------------

(1) This  Registration  Statement  covers, in  addition to  the number of shares
    of Common Stock stated  above,  options to purchase or acquire the shares of
    Common Stock covered by the Prospectus.

(2) Pursuant  to  Rule  457(h)(1)  of  the   Securities  Exchange  Act  of 1934,
    the proposed  maximum offering price per share,  proposed maximum  aggregate
    offering  price and  amount  of registration fee  were  computed  based upon
    the  average  of the high and low  prices of the  shares of Common  Stock on
    December 16, 1998.
PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

      The documents  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents have been  previously  filed by European Micro
Holdings,  Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 1998 filed with the Commission on September 28, 1998.

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 1998 filed with the Commission on November 13, 1998.

         (c) The Company's  Current Report on Form 8-K filed with the Commission
on November 10, 1998.

         (d) The Company's  Post-Effective  Amendment No. 1 to the  Registration
Statement on Form S-1 filed with the Commission on November 5, 1998.

         (e) The  Company's  Proxy  Statement  on  Schedule  14A filed  with the
Commission on October 27, 1998.

         (f) The  description  of the  Company's  Common Stock  contained in its
Registration  Statement on Form 8-A filed with the Commission on March 26, 1998,
as amended,  pursuant to the Exchange  Act,  including  any  amendment or report
filed for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the prospectus relating to the European Micro Holdings,  Inc. 1998 Stock
Incentive Plan or the European Micro Holdings, Inc. Employee Stock Purchase Plan
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company has entered into  indemnification  agreements  with each of
its  officers  and  directors.  These  agreements  provide that the Company will
indemnify each director and officer to the fullest extent  permitted by law from
and against any and all claims of any type  arising  from or related to his past
or future acts or  omissions  as a director or officer of the Company and any of
its subsidiaries. In addition, the Company has agreed to advance all expenses of
each  director  and  officer  as they are  incurred  and in advance of the final
disposition of any claim.

         Section 78.751 of the Nevada Revised Statutes (the "NRS") provides,  in
effect, that any person made a party to any action by reason of the fact that he
is or was a  director,  officer,  employee  or agent of the  Company may and, in
certain  cases,  must be indemnified  by the Company  against,  in the case of a
non-derivative  action,  judgments,   fines,  amounts  paid  in  settlement  and
reasonable expenses  (including  attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys'  fees),  if in either  type of action he acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the Company.  This  indemnification  does not apply, in a derivative  action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to the Company, unless upon court order it is determined that, despite
such  adjudication  of liability,  but in view of all the  circumstances  of the
case, he is fairly and reasonably entitled to indemnification for expenses, and,
in a non-derivative  action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was lawful.

         Section  78.037 of the NRS allows the Company to eliminate or limit the
personal  liability  of a director to the Company or to any of its  shareholders
for monetary  damage for a breach of fiduciary  duty as a director,  except for:
(i) acts or omissions  which involve  intentional  misconduct,  fraud or knowing
violation  of law;  or (ii) the payment of  distributions  in  violation  of NRS
78.300.

         Article VI of the Company's Articles of Incorporation provides that the
Company shall indemnify any person (and the heirs,  executors or  administrators
of such person) who was or is a party or is threatened to be made a party to, or
is involved in any threatened,  pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that such  person is or was a director  or  officer of the  Company or is or was
serving  at the  request  of the  Company  as a  director  or officer of another
corporation,  partnership,  joint  venture,  trust or other  enterprise,  to the
fullest extent permitted by Nevada Law. Each such  indemnified  party shall have
the right to be paid by the Company for any expenses incurred in connection with
any such  proceeding in advance of its final  disposition  to the fullest extent
authorized by Nevada Law.  Article VI of the Company  Articles of  Incorporation
also provides that the Company may, by action of its Board of Directors, provide
indemnification  to such of the  employees  and  agents of the  Company  to such
extent  and to such  effect  as the Board of  Directors  shall  determine  to be
appropriate and authorized by Nevada Law.

         The Company  maintains an insurance  policy that  provides  protection,
within the maximum  liability  limits of the policy and subject to a  deductible
amount for each claim, to the Company under its indemnification  obligations and
to the  directors  and officers of the Company  with respect to certain  matters
that are not covered by the Company's indemnification obligations.

         Pursuant to an Underwriting Agreement, Tarpon Scurry Investments,  Inc.
has agreed to indemnify the directors,  officers and controlling  persons of the
Company  against  certain civil  liabilities  that may be incurred in connection
with the Company's  initial  public  offering  which closed on or about June 12,
1998, including certain liabilities under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       3
ITEM 8.  EXHIBITS.

         Exhibit No.   Description                 Location
         -----------   -----------                 --------

         4.1           European Micro Holdings,    Incorporated by reference to
                       Inc. 1998 Stock Incentive   Exhibit 4.01 to the Company's
                       Plan                        Registration Statement (the
                                                   "Registration Statement") on
                                                   Form S-1 filed with the
                                                   Securities and Exchange
                                                   Commission on January 16, 
                                                   1998

         4.2           European Micro Holdings,    Incorporated by reference to
                       Inc. 1998 Employee Stock    Exhibit 4.02 to the Company's
                       Purchase Plan               Registration Statement

         5.1           Opinion of Kirkpatrick &    Provided herewith
                       Lockhart LLP re: legality

         23.1          Consent of Kirkpatrick &    Provided herewith (contained 
                       Lockhart LLP                in Exhibit 5.1)

         23.2          Consent of KPMG             Provided herewith

         24.1          Power of Attorney           Provided herewith

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned registrant will:

         (1)  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
                    Act;

              (ii)  Reflect in the  prospectus any facts or events arising after
                    the  effective  date of the  Registration  Statement (or the
                    most  recent   post-effective   amendment   thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement;

              (iii) Include any additional or changed 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  Registration  Statement  is on Form S-3 or Form S-8,
              and 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)  For purposes of  determining  any  liability  under the Securities
         Act,  treat  each  post-effective   amendment  as  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)  File a post-effective amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.

(b)      The  undersigned registrant  hereby undertakes  that, for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit

                                       4
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(c)      The  undersigned  registrant  hereby  undertakes  to  deliver  or cause
to be delivered  with the  prospectus,  to each person to whom the prospectus is
sent  or  given,  the  latest  annual  report,   to  security  holders  that  is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Articles 3 of Regulation S-X is not set forth in the prospectus, to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

(d)      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.

                                       5
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Miami,  State of  Florida  on this 18th day of
December 1998.

                              EUROPEAN MICRO HOLDINGS, INC.

                              By:   /S/ JOHN B. GALLAGHER
                                    -------------------------------------
                                    Printed Name:  John B. Gallagher
                                    Title:  Co-President

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and  appoints  John  B.  Gallagher  his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.
Date: December 18, 1998             By:   /S/ John B. Gallagher               
                                       ---------------------------------------
                                          Printed Name:  John B. Gallagher
                                          Title:  Co-President and Co-Chairman of the Board
                                          (Principal Executive Officer)

Date: December 18, 1998             By:   /S/ Harry D. Shields                
                                       ---------------------------------------
                                          Printed Name: Harry D. Shields
                                          Title:  Co-President and Co-Chairman of the Board
                                          (Principal Executive Officer)

Date: December 18, 1998             By:   /S/ Jay Nash                        
                                       ---------------------------------------
                                          Printed Name:  Jay Nash
                                          Title:  Chief Financial Officer, Controller, Treasurer and
                                          Secretary (Principal Financial Officer and Controller)

Date: December 18, 1998             By:   /S/ Barrett Sutton                        
                                       -------------------------------------
                                          Printed Name: Barrett Sutton
                                          Title:  Director

Date: December 18, 1998             By:   /S/ Kyle Saxon                      
                                       -------------------------------------
                                         Printed Name: Kyle Saxon
                                         Title:  Director

Date: December 18, 1998             By:   /S/ Laurence Gilbert                
                                       -------------------------------------
                                          Printed Name: Laurence Gilbert
                                          Title:  Director

Date: December 18, 1998             By:   /S/ Bernadette Spofforth                  
                                       -------------------------------------
                                          Printed Name:  Bernadette Spofforth
                                          Title:  Director
6
EXHIBIT LIST
                                        ------------

      Exhibit No.   Description                      Location
      -----------   -----------                      --------

         4.1        European Micro Holdings, Inc.    Incorporated by reference
                    1998 Stock Incentive Plan        to Exhibit 4.01 to the
                                                     Company's Registration
                                                     Statement (the
                                                     "Registration Statement")
                                                     on Form S-1 filed with the
                                                     Securities and Exchange
                                                     Commission on January 16,
                                                     1998

         4.2        European Micro Holdings, Inc.    Incorporated by reference
                    1998 Employee Stock Purchase     to Exhibit 4.02 to the
                    Plan                             Company's Registration
                                                     Statement

         5.1        Opinion of Kirkpatrick &         Provided herewith
                    Lockhart LLP re: legality

         23.1       Consent of Kirkpatrick &         Provided herewith
                    Lockhart LLP                     (contained in Exhibit 5.1)

         23.2       Consent of KPMG                  Provided herewith

         24.1       Power of Attorney                Provided herewith

                                       7