As filed with the Securities and Exchange Commission on August 8, 1997

                                                  Registration No. 333- _____

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                  Containing a Reoffer Prospectus on Form S-3
                             -----------------------

                            FOCUS ENHANCEMENTS, INC.
             (Exact name of registrant as specified in its charter)



                 Delaware                                       04-3186320
(State or other jurisdiction of incorporation)                (IRS Employer
                                                             Identification
                                                                 Number)

                                 142 North Road
                          Sudbury, Massachusetts 01776
                                 (508) 371-2000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                         1997 Director Stock Option Plan
                Key Officer Non-Qualified Stock Option Agreements
                            (Full title of the plans)

                                Harry G. Mitchell
                             Chief Financial Officer
                            FOCUS Enhancements, Inc.
                                 142 North Road
                          Sudbury, Massachusetts 01776
                                 (508) 371-2000
              (Name, address, including zip code, telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             John A. Piccione, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                              ---------------------

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.
         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, check the following box. |X|

                             -----------------------
<PAGE>
<TABLE>
<CAPTION>



                         CALCULATION OF REGISTRATION FEE
                                                                      Proposed
                                                                       Maximum              Proposed
  Title of Each Class of Securities to         Amount to           Offering Price            Maximum               Amount of
              be Registered                  be Registered            Per Share          Offering Price        Registration Fee
                                          --------------------  --------------------- ---------------------  ---------------------
<S>                                         <C>                        <C>               <C>                      <C>

1997 Director Stock Option Plan
Common Stock, par value $.01 per
share                                         800,000(1)                $1.88              $1,504,000               $455.75
                                              200,000(2)                $2.42              $  484,000               $146.67

Key Officer Non-Qualified Stock
Option Agreements
Common Stock, par value $.01 per              250,000(1)                $1.75              $  437,500               $132.57
share                                         670,000(1)                $1.88              $1,259,600               $381.51

<FN>
(1)      All such shares are issuable upon exercise of outstanding  options with
         fixed exercise prices.  Pursuant to Rule 457(h)(1) under the Securities
         Act of 1933, as amended (the "Act"),  the aggregate  offering price and
         the fee have  been  computed  upon the  basis of the price at which the
         options may be exercised.

(2)      Of the 1,000,000 shares of common stock reserved for issuance under the
         1997 Director Stock Option Plan, options for 200,000 shares have not to
         date been issued,  and the price of $2.42,  which is the average of the
         high and low bid price  reported on the Nasdaq Stock  Market  Small-Cap
         Market  System on August 5, 1997,  is set forth  solely for purposes of
         calculating the filing fee pursuant to Rule 457(c) under the Act.

</FN>
</TABLE>

                                      (ii)

<PAGE>


                                EXPLANATORY NOTE

         This  Registration  Statement has been prepared in accordance  with the
requirements of Form S-8 which relates to the Registrant's  Common Stock offered
pursuant  to the  Company's  1997  Director  Stock  Option  Plan and Key Officer
Non-Qualified Stock Option Agreements. This Registration Statement also includes
a Prospectus prepared in accordance with Part I of Form S-3 which relates to the
reoffer or resale by the Company of certain  shares of the  Registrant's  Common
Stock covered by the Prospectus  prepared in accordance with the requirements of
Form S-8.

                                      (iii)

<PAGE>
                              Subject to Completion
                  Preliminary Prospectus Dated August 8, 1997


PROSPECTUS

                            FOCUS Enhancements, Inc.
                        1,920,000 Shares of Common Stock

         This Prospectus  relates to 1,920,000 shares of Common Stock,  $.01 par
value per share ("Common Stock" or the "Shares"),  of FOCUS  Enhancements,  Inc.
(the "Company",  the  "Registrant" or "FOCUS")  consisting of (i) 920,000 Shares
which may be offered  hereby from time to time by the Key Officers  named herein
(the "Key Officers"),  which Shares are issuable by the Company to such officers
upon  exercise  of options  (the  "Officer  Options")  pursuant  to Key  Officer
Non-Qualified  Stock  Option  Agreements  and  which may be  offered  by the Key
Officers for their own benefit,  and (ii) 1,000,000 Shares which are issuable by
the Company upon exercise of options (the "Director  Options" and, together with
the Officer Options,  the "Options")  pursuant to the 1997 Director Stock Option
Plan  (the  "Director  Plan")  which  may be  offered  from  time to time by the
Director optionees named herein (the "Director Optionees" and, together with the
Key Officers,  the  "Optionees")  for their own benefit.  To the extent that the
Options are exercised,  the Company will receive  proceeds equal to the exercise
price of the Options.

         All Shares to be  registered  hereby  are to be offered by the  selling
stockholders  listed herein (the "Selling  Stockholders"),  and the Company will
receive no proceeds from the resale by the Selling  Stockholders  of the Shares.
The Company has agreed to indemnify certain of the Selling  Stockholders against
certain  liabilities,  including certain liabilities under the Securities Act of
1933, as amended (the "Act"),  or to  contribute to payments  which such Selling
Stockholders may be required to make in respect thereof.

         The  Company's  Common Stock is listed on the National  Association  of
Securities  Dealers  Automated  Quotation  System  ("NASDAQ")  and traded on the
NASDAQ SmallCap  Market under the symbol "FCSE".  The last reported bid price of
the Common  Stock on the NASDAQ  SmallCap  Market on August 5, 1997 was $2.40625
per share.
                             ----------------------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
               COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COM-
                MISSION OR ANY STATE SECURITIES COMMISSION PASSED
                      UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
                             ----------------------

         AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
            DEGREE OF RISK. SEE "RISK FACTORS" AT PAGES 3 THROUGH 6.
                             ----------------------

         It is anticipated that usual and customary  brokerage fees will be paid
by the Selling  Stockholders on the sale of the Common Stock registered  hereby.
The  Company  will  pay the  other  expenses  of this  offering.  See  "PLAN  OF
DISTRIBUTION".  The offer of  1,920,000  shares of Common  Stock by the  Selling
Stockholders as described in this Prospectus is referred to as the "Offering".
                             ----------------------

                 The date of this Prospectus is August 8, 1997.
<PAGE>



         No person has been  authorized to give any  information  or to make any
representations  other than those contained or incorporated by reference in this
Prospectus in connection  with the offer  contained in this  Prospectus  and, if
given or made, such  information or  representations  must not be relied upon as
having  been  authorized  by the  Company  or  the  Selling  Stockholders.  This
Prospectus  does not constitute an offer to sell or  solicitation of an offer to
buy securities in any  jurisdiction to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances,  create an implication that there
has been no change in the  affairs of the  Company  since the date hereof or the
information contained or incorporated by reference herein is correct at any time
subsequent to the date hereof.


                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange  Commission  (the  "Commission").  The  Registration
Statement,  the exhibits and  schedules  forming a part thereof and the reports,
proxy statements and other  information filed by the Company with the Commission
can be  inspected  and  copies  obtained  at  the  public  reference  facilities
maintained by the  Commission at Judiciary  Plaza,  Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549,  and at the following  regional  offices of the
Commission:  Chicago Regional Office,  Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago,  Illinois  60661-2511;  and New York Regional Office, Seven
World  Trade  Center,  Suite  1300,  New York,  New York  10048.  Copies of such
material can be obtained at prescribed rates from the Public  Reference  Section
of the Commission at its principal office at 450 Fifth Street, N.W., Washington,
D.C. 20549.  Such materials may also be accessed  electronically by means of the
Commission's home page at http://www.sec.gov. This prospectus, which constitutes
part of a Registration  Statement filed by the Company with the Commission under
the Act omits certain  information  contained in the  Registration  Statement in
accordance with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statement and the Exhibits relating thereto for further
information with respect to the Company and the Securities  offered hereby.  Any
statements  contained  herein  concerning  provisions  of any  documents are not
necessarily  complete,  and, in each instance,  reference is made to the copy of
such  document  filed as an Exhibit to the  Registration  Statement or otherwise
filed with the  Commission.  Each such statement is qualified in its entirety by
such reference.

         The Company hereby  undertakes to provide without charge to each person
to whom this  Prospectus is delivered,  upon the written or oral request of such
person, a copy of any and all of the information  that has been  incorporated by
reference  in this  Prospectus  (excluding  exhibits  unless such  exhibits  are
specifically incorporated by reference into the information that this Prospectus
incorporates).  Requests  for such  copies  should be made to the Company at its
principal  executive  offices,  142 North Road,  Sudbury,  Massachusetts  01776,
Attention: Harry G. Mitchell, telephone (508) 371-2000.


                                   THE COMPANY

         The  Company's  principal  executive  offices  are located at 142 North
Road, Sudbury, Massachusetts 01776, and the telephone number is (508) 371-2000.

                                      -2-

<PAGE>

                                  RISK FACTORS

         An investment in the Securities  offered hereby  involves a high degree
of risk and should only be purchased  by investors  who can afford to lose their
entire  investment.  The  following  factors,  in  addition  to those  discussed
elsewhere in the  Prospectus,  should be considered  carefully in evaluating the
Company and its business.

         Future  Capital  Needs.  At March 31,  1997,  the  Company  had working
capital of  $1,255,820,  cash and cash  equivalents  of $1,300,717 and was fully
drawn on its $900,000 line of credit (approximately  $800,000 at March 31, 1997)
with its bank  and its $1.5  million  term  note  with an  unaffiliated  lender.
Historically,  the  Company has been  required to meet its short- and  long-term
cash needs  through debt and the sale of Common Stock in private  placements  in
that cash flow from operations has been  insufficient.  During 1996, the Company
received approximately $6,116,000 in net proceeds from the exercise of warrants,
stock options and the sale of Common Stock.  During the three month period ended
March 31, 1997, the Company  received  approximately  $1,997,000 in net proceeds
from the exercise of warrants, stock options and the sale of Common Stock.

         The Company's future capital  requirements will depend on many factors,
including  cash flow from  operations,  continued  progress in its  research and
development programs,  competing technological and market developments,  and the
Company's ability to market its products successfully.  During 1997, the Company
may be required to raise additional  funds through equity or debt financing,  of
which there can be no assurance.  Any equity  financing could result in dilution
to the  Company's  then-existing  stockholders.  Sources of debt  financing  may
result in higher interest expense. Any financing, if available,  may be on terms
unfavorable to the Company. If adequate funds are not available, the Company may
be required to curtail its activities significantly.

         Reliance  on Major  Customers.  In the year ended  December  31,  1996,
approximately  23% and 15% of the Company's  revenues were derived from sales to
Zenith Electronics,  Inc.  ("Zenith") and Ingram Micro D ("Ingram"),  a national
distributor,   respectively.   For  the  three  months  ended  March  31,  1997,
approximately  29% of the  Company's  revenues were derived from sales to Ingram
and approximately 8% were derived from sales to Zenith.  Management expects that
sales to Zenith and Ingram will continue to represent a  significant  percentage
of the Company's  future  revenues.  In October 1996, the Company entered into a
two-year  exclusive  agreement with Zenith,  under which Zenith must purchase at
least  $12,000,000  of  PC-to-TV  conversion  products  in  1997  and  at  least
$30,000,000  of these products in 1998 in order to maintain  exclusivity.  There
can be no assurances, however, that Zenith will purchase the minimum quantities.
Further,  if the  contract  were to be  terminated  by Zenith,  there would be a
material adverse effect to the Company and its business.

          In the year ended  December 31,  1996,  and for the three months ended
March 31, 1997,  approximately  8% and 15%,  respectively,  of the Company's net
sales were derived from sales of the Company's  L-TV product to Apple  Computer,
Inc.  ("Apple").  In August  1994,  the Company  entered  into a two year Master
Purchase  Agreement with Apple under which Apple agreed to bundle and distribute
the Company's L-TV product with Apple's  "Presentation System" product offering.
This agreement expired in August 1996. In the first quarter of 1997, the Company
received  significant  additional  volume  orders from Apple for shipment in the
first and second quarters of 1997. The Company believes that in 1997, Apple will
be a major customer. Although the orders are irrevocable and non-cancelable,  no
assurances  can be given  that  Apple  will take  delivery  on the  products  or
continue to order products from the Company.


                                       -3-

<PAGE>



         History of  Operating  Losses.  The  Company  has  experienced  limited
profitability  since its inception.  Although the Company reported net income of
$328,761 in the year ended December 31, 1995, the Company incurred net losses of
$3,726,606, $4,458,483 and $9,208,431 in the years ended December 31, 1993, 1994
and 1996,  respectively.  There can be no assurance that the Company will return
to profitability in 1997.

         The  Company's   independent  auditors  have  included  an  explanatory
paragraph in their report on the  Company's  financial  statements  for the year
ended December 31, 1996 to the effect that the Company's  ability to continue as
a going  concern is contingent  upon its ability to secure  financing and attain
profitable operations. In addition, the Company's ability to continue as a going
concern must be considered in light of the problems,  expenses and complications
frequently  encountered  by  its  entrance  into  established  markets  and  the
competitive environment in which the Company operates.

         Limited Availability of Capital under Credit Arrangements with Lenders.
The Company  maintains a $900,000 line of credit with Silicon Valley Bank. As of
March 31,  1997,  approximately  $800,000  is owed to the Bank under the line of
credit.  Pursuant to its agreement with the Bank, the line of credit  terminated
in April 1996,  and was extended  until March 7, 1997. At December 31, 1996, the
Company  was in  violation  of certain  debt  covenants  relating to the line of
credit with its commercial bank. In March 1997, the Company received a waiver of
the covenants from the commercial  bank, a revision of the loan covenants and an
agreement to extend the line until March 1998.

         In October 1994, the Company  borrowed  $2,500,000 from an unaffiliated
lender to help finance its  inventory and accounts  receivable  under its Master
Purchase  Agreement with Apple. The Company issued to this  unaffiliated  lender
its term note in the aggregate  principal  amount of  $2,500,000.  The term note
accrues interest at the revolving rate of prime plus 2%, is payable quarterly in
arrears at the end of December, March, June, and September, and was due February
1, 1996. The term note was originally  secured by those specific assets financed
under the agreement with Apple,  including accounts receivable,  finished goods,
inventory, raw materials,  work-in-process and contract rights arising under the
Apple agreement.  The Company utilized the proceeds of this term note to finance
purchase  orders  received  from Apple.  In January  1996,  the  Company  repaid
approximately  $1 million of the  amount  owed under the term note.  On June 28,
1996,  the Company  negotiated  an amendment to the term note with the lender to
extend  the due  date of the  term  note to  March  31,  1997.  Pursuant  to the
amendment,  the Company granted the lender a second security interest in all the
assets of the  Company.  The  Company is  currently  negotiating  an  additional
extension  with the lender,  however,  there can be no assurances  that the term
note will be extended on terms favorable to the Company.

         Market  Acceptance.  The  Company's  sales and  marketing  strategy  is
targeted to sales of its PC-to- TV videographics products to the Windows, Mac OS
markets,  including computer manufacturers,  VGA graphic card developers and VGA
chip developers,  as well as to television  manufacturers.  Although the Company
has to date experienced  success in penetrating  these markets,  there can be no
assurance  that the Company's  marketing  strategy will continue to be effective
and that current customers will continue to buy the Company's  products.  Market
acceptance of the Company's  current and proposed  products will depend upon the
ability of the Company to demonstrate  the advantages of its products over other
PC-to-TV videographics and connectivity products.

         Reliance on Single  Vendor.  In the three  months ended March 31, 1997,
approximately 60% of the components for the Company's  products were secured and
manufactured  on a turnkey basis by a single vendor,  Pagg  Corporation.  In the
event that the vendor were to cease supplying the Company,  management  believes
there are  alternative  vendors for the components  for the Company's  products.
However,  the Company would  experience short term delays in the shipment of its
products.

                                       -4-

<PAGE>


         Adverse Effects of Reduced Apple Macintosh Sales.  Although in the year
ended  December  31,  1996,  the Company  increased  the sales of  Windows-based
products as a percentage of total sales, a substantial  portion of the Company's
sales to date have been derived from  products  designed for use on Mac OS based
personal computers,  and the Company expects that sales of products for use with
Macintosh computers may represent up to 35% (including direct sales to Apple) of
its net sales in 1997. Although sales of Macintosh computers have increased from
year to year, there can be no assurance that the Macintosh operating system will
continue  to be  accepted  as a platform  for  personal  computer  applications.
Management believes that other computer platforms,  such as Windows, have gained
greater  acceptance in the Company's  markets as these platforms have evolved to
support  applications  similar to those offered for the Macintosh.  In addition,
there can be no  assurance  that the  Company  will be able to make  timely  and
successful introductions of products for other platforms.

         Dependence on Timely  Delivery of the FOCUS Scan 300 Chip.  The Company
is currently  completing  development  of an ASIC called the FOCUS Scan 300 Chip
which  the  Company  expects  to  incorporate  into all of its  next  generation
PC-to-TV  videographics   products.  A  significant  portion  of  the  Company's
anticipated  revenues  and gross  margins for 1997 are  dependent  on the timely
completion  and delivery of the FOCUS Scan 300 Chip.  In the event that the Chip
is not  available  before the end of the third  calendar  quarter  of 1997,  the
Company's revenues and profitability for 1997 could be adversely effected.

         Technological  Obsolescence.   The  Windows  and  MAC  OS  markets  are
characterized  by extensive  research and  development  and rapid  technological
change resulting in product life cycles of nine to eighteen months.  Development
by others of new or improved  products,  processes or technologies  may make the
Company's  products  or proposed  products  obsolete  or less  competitive.  The
Company will be required to devote substantial  efforts and financial  resources
to enhance its existing  products and to develop new  products.  There can be no
assurance that the Company will succeed with these efforts.

         Competition.  The Windows and Mac OS markets are extremely competitive.
The Company  currently  competes with other  developers  of PC-to-TV  conversion
products  and  expects to compete in the  future  with  videographic  integrated
circuit  developers.  Many of the  Company's  competitors  have  greater  market
recognition and greater financial, technical, marketing and human resources than
the Company. Although the Company is not currently aware of any announcements by
its  competitors  that  would  have a  material  impact  on the  Company  or its
operations,  there can be no assurance  that the Company will be able to compete
successfully against existing companies or new entrants to the marketplace.

          Component Supply Problems. The Company purchases all of its parts from
outside suppliers and from time to time experiences difficulty in obtaining some
components or  peripheral  devices.  The Company  attempts to reduce the risk of
supply interruption by evaluating and obtaining  alternative sources for various
components or peripheral devices. However, there can be no assurance that supply
shortages  will not occur in the future which could  significantly  increase the
cost,  or delay  shipment  of,  the  Company's  products,  which  in turn  could
adversely affect its results of operations.

          Protection of Proprietary Information.  Although the Company has filed
three patents with respect to its PC-to-TV  videographics  products, the Company
does not currently  have any patents.  The Company  treats its technical data as
confidential  and  relies  on  internal  nondisclosure   safeguards,   including
confidentiality  agreements with employees, and on laws protecting trade secrets
to protect its  proprietary  information.  There can be no assurance  that these
measures  will  adequately   protect  the   confidentiality   of  the  Company's
proprietary  information or that others will not independently  develop products
or technology that are equivalent or superior to those of the Company.  While it
may be necessary or desirable in the future to obtain

                                       -5-

<PAGE>



licenses  relating  to one or more of its  products  or  relating  to current or
future technologies,  there can be no assurance that the Company will be able to
do so on commercially reasonable terms.

         Dependence  upon Key Personnel.  The Company's  success  depends,  to a
significant extent, upon a number of key employees.  The loss of services of one
or more of these  employees,  especially the Company's Chief Executive  Officer,
Thomas L. Massie,  could have a material  adverse  effect on the business of the
Company.  The Company  believes that its future success will also depend in part
upon  its  ability  to  attract,   retain  and  motivate  qualified   personnel.
Competition for such personnel in the computer industry is intense. Although the
Company has not in the past  experienced  difficulty in attracting and retaining
qualified  personnel,  there  can be no  assurance  that  the  Company  will  be
successful in attracting and retaining such personnel in the future.


                                 USE OF PROCEEDS

         The Company will receive no part of the proceeds from the resale by the
Selling  Stockholders  of the Shares.  The gross  proceeds to be received by the
Company from  exercise of all of the Options  (assuming  that all of the Options
are  exercised)  are  approximately  $3,201,000  arising  from the  exercise  of
1,470,000  Options with an exercise price of $1.88 per share and 250,000 Options
with an  exercise  price of $1.75  per  share.  Management  intends  to use such
proceeds  for  general  working  capital  purposes  including   expenditures  in
connection with the development,  sales and marketing of future products for the
Company.


                              SELLING STOCKHOLDERS

         This Prospectus relates to possible sales by Key Officers and Directors
of the  Company of Shares  issued  pursuant to the  exercise of options  granted
under Key Officer  Non-Qualified  Stock Option  Agreements and the 1997 Director
Stock Option Plan.

         The  following  table  shows the name of the  Optionees,  the number of
outstanding Shares of Common Stock of the Company  beneficially owned by them as
of May 30,  1997,  and the  number of Shares  available  for  resale  hereunder.
Because  each Key  Officer  and  Optionee  may  sell  all or part of his  Shares
pursuant to this Prospectus, no estimate can be given as to the amount of Shares
that will be held by each Optionee upon termination of this Offering.


                                       -6-

<PAGE>
<TABLE>
<CAPTION>

                                                    Number of Shares                 Number of Shares
      Name of Selling Stockholder                  Beneficially Owned          Available for Sale Hereunder
      ---------------------------                  ------------------          ----------------------------
<S>                                                   <C>                             <C>

Key Officer Non-Qualified Stock
Options

Thomas L. Massie.......................                686,315(1)                       500,000(2)
Brett A. Moyer.........................                  6,885                          250,000(3)
Harry G. Mitchell....................                       0                           170,000(4)

1997 Director Stock Option Plan

John C. Cavalier.......................                119,204(5)                       200,000(6)
U. Haskell Crocker.....................                184,595(7)                       200,000(6)
J. Daniel Shaver.......................                 50,000(8)                       200,000(9)
William B. Coldrick....................                326,809(10)                      100,000(11)
Timothy E. Mahoney.....................                     0                           100,000(11)
Others (12)............................                     0                           200,000

<FN>

(1)  Includes 72,821 shares of Common Stock held by Mr. Massie's wife and children.  Also includes 250,000 shares issuable  pursuant
     to stock options exercisable at May 30, 1997 or within 60 days thereafter.
(2)  Represents  shares of Common Stock issuable  pursuant to options granted pursuant to a Key Officer  Non-Qualified  Stock Option
     Agreement,  exercisable  for Common Stock at $1.88 per share and vesting in  accordance  with the following  schedule:  166,667
     option shares vesting on March 19, 1998;  166,667 option shares vesting on March 19, 1999; and 166,666 option shares vesting on
     March 19, 2000.
(3)  Represents  shares of Common Stock issuable  pursuant to options granted pursuant to a Key Officer  Non-Qualified  Stock Option
     Agreement, exercisable for Common Stock at $1.75 per share and vesting in accordance with the following schedule: 83,333 option
     shares vesting on April 21, 1998; 83,333 option shares vesting on April 21, 1999; and 83,334 option shares vesting on April 21,
     2000.
(4)  Represents  shares of Common Stock issuable  pursuant to options granted pursuant to a Key Officer  Non-Qualified  Stock Option
     Agreement, exercisable for Common Stock at $1.88 per share and vesting in accordance with the following schedule: 56,667 option
     shares vesting on March 19, 1998; 56,667 option shares vesting on March 19, 1999; and 56,666 option shares vesting on March 19,
     2000.
(5)  Includes 6,438 shares of Common Stock held in trust with Mr. Cavalier's wife. Also includes 112,766 shares issuable pursuant to
     stock options exercisable at May 30, 1997 or within 60 days thereafter.
(6)  Represents  shares of Common Stock  issuable  pursuant to an option  granted  pursuant to the 1997 Director  Stock Option Plan,
     exercisable  for Common Stock at $1.88 per share,  vesting in  accordance  with the  following  schedule:  75,000 option shares
     currently  vested;  58,333 option shares vesting on March 19, 1998;  33,333 option shares vesting on March 19, 1999; and 33,334
     option shares vesting on March 19, 2000.
(7)  Includes  58,410  shares of Common Stock held  directly by Mr.  Crocker.  Also  includes  13,419  shares  issuable  pursuant to
     immediately  exercisable  warrants to purchase Common Stock and 112,766 shares issuable pursuant to stock options held directly
     by Mr. Crocker exercisable at May 30, 1997 or within 60 days thereafter.
(8)  Represents 50,000 shares issuable pursuant to stock options currently exercisable.

                                                        -7-

<PAGE>

(9)  Represents  shares of Common Stock  issuable  pursuant to an option  granted  pursuant to the 1997 Director  Stock Option Plan,
     exercisable  for Common Stock at $1.88 per share,  vesting in  accordance  with the  following  schedule:  50,000 option shares
     currently  vested;  58,333 option shares vesting on March 19, 1998;  58,333 option shares vesting on March 19, 1999; and 33,334
     option shares vesting on March 19, 2000.
(10) Includes 41,450 shares of Common Stock held jointly with Mr.  Coldrick's wife. Also includes 5,000 shares issuable  pursuant to
     immediately exercisable warrants, and 280,359 shares of Common Stock issuable pursuant to outstanding stock options exercisable
     at May 30, 1997, or within 60 days thereafter.
(11) Represents  shares of Common Stock  issuable  pursuant to an option  granted  pursuant to the 1997  Director Stock Option Plan,
     exercisable  for Common Stock at $1.88 per share,  vesting in  accordance  with the  following  schedule:  33,333 option shares
     vesting on March 19, 1998; 33,333 option shares vesting on March 19, 1999; and 33,334 option shares vesting on March 19, 2000.
(12) The identity and the stockholdings of the individuals to whom the remaining 200,000 options to purchase Shares may be granted
     is unknown at this time. Pursuant to the terms of the 1997 Director Stock Option Plan, however, options under such plan shall 
     be granted only to members of the Company's Board of Directors.
</FN>
</TABLE>


                              PLAN OF DISTRIBUTION

         Of the 1,920,000 Shares being registered herein for sale by the Selling
Stockholders,  (i)  920,000 are  issuable  upon  exercise of Options  granted to
pursuant  to  Key  Officer  Non-Qualified  Stock  Option  Agreements,  and  (ii)
1,000,000  Shares are issuable upon  exercise of options  granted under the 1997
Director Stock Option Plan. All Shares to be registered hereby are to be offered
by the Optionees, and, other than the exercise price of the Options, the Company
will receive no proceeds from the sale of Shares offered hereby.

         The  Selling  Stockholders  may sell the  Common  Stock  registered  in
connection  with this Offering on the NASDAQ  market system or otherwise.  There
will  be  no  charges  or  commissions  paid  to  the  Company  by  the  Selling
Stockholders  in connection  with the issuance of the Shares.  It is anticipated
that usual and customary brokerage fees will be paid by the Selling Stockholders
upon sale of the Common  Stock  offered  hereby.  The Company will pay the other
expenses  of this  Offering.  The  Shares  may be sold  from time to time by the
Selling Stockholders, or by pledgees, donees, transferees or other successors in
interest.  Such  sales  may  be  made  on  one  or  more  exchanges  or  in  the
over-the-counter  market, or otherwise at prices and at terms then prevailing or
at  prices  related  to  the  then  current  market  price,   or  in  negotiated
transactions.  The  Shares  may be sold by one or more of the  following:  (a) a
block  trade in which the broker so engaged  will  attempt to sell the Shares as
agent but may  position  and  resell a  portion  of the  block as  principal  to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
an  exchange  distribution  in  accordance  with the  rules of  NASDAQ;  and (d)
ordinary brokerage transactions.  In effecting sales, brokers or dealers engaged
by the  Selling  Stockholders  may  arrange  for other  brokers  or  dealers  to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
Selling Stockholders in amounts to be negotiated prior to the sale. Such brokers
or dealers  and any other  participating  brokers or dealers may be deemed to be
"underwriters"  within the meaning of the Act in connection  with such sales. In
addition,  any  securities  covered by this  Prospectus  which  qualify for sale
pursuant to Rule 144 of the Act may be sold under Rule 144 rather than  pursuant
to this Prospectus.


                                  LEGAL MATTERS

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed upon for the Company by Sullivan & Worcester LLP, One Post Office Square,
Boston,  Massachusetts  02109.  John A. Piccione,  Esq., a partner at Sullivan &
Worcester  LLP,  holds  options to purchase  30,000  shares of Common  Stock and
warrants to purchase 20,000 shares of Common Stock.


                                       -8-

<PAGE>



                                     EXPERTS

         The consolidated  financial statements of the Company as of and for the
year ended  December 31, 1996  appearing in the Company's  Annual Report on Form
10-KSB  for the year  ended  December  31,  1996,  have been  audited  by Wolf &
Company,  P.C.  independent  accountants  as set forth in their report  thereon,
which report includes an explanatory  paragraph  regarding the Company's ability
to continue as a going  concern,  included  therein and  incorporated  herein by
reference.  Such financial  statements are  incorporated  herein by reference in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.

         The consolidated  financial  statements of FOCUS as of and for the year
ended  December  31, 1995,  included in the Annual  Report on Form 10-KSB of the
Company for the fiscal year ended  December 31, 1996 referred to below have been
audited by Coopers & Lybrand L.L.P.,  independent  accountants,  as set forth in
their report  dated April 11,  1996,  which  included an  explanatory  paragraph
related to the Company's  ability to continue as a going  concern,  accompanying
such financial statements,  and are incorporated herein by reference in reliance
upon the report of such firm,  which  report is given  upon their  authority  as
experts in accounting and auditing.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  which have been  filed with the  Commission
pursuant to the Exchange Act, are hereby  incorporated  in this  Prospectus  and
specifically made a part hereof by reference: (i) the Company's Annual Report on
Form 10-KSB for the year ended  December 31, 1996;  (ii) the  Company's  Current
Report on Form  8K/A-1  filed on  January  6,  1997  relating  to the  Company's
acquisition of TView, Inc.; (iii) the Company's Current Report on Form 8-K filed
on January 16, 1997 relating to the sale of securities pursuant to Regulation S;
(iv) the Company's Current Report on Form 8-K filed on March 3, 1997 relating to
the sale of securities  pursuant to  Regulation  S; (v) the Company's  Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1997;  (vi) the definitive
Proxy  Statement dated June 20, 1997 provided to stockholders in connection with
the  Annual  Meeting  of  Stockholders  held on July 25,  1997;  and  (vii)  the
description  of  the  Company's  Common  Stock  contained  in  the  Registration
Statement on Form SB-2 File No.  33-60248-B  filed with the  Commission on March
29, 1993,  as amended.  All documents  filed by the Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Prospectus  and prior to the  termination of the Offering of the Shares shall be
deemed to be  incorporated  by reference  into this  Prospectus and to be a part
hereof from the respective dates of filing of such documents.

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


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Delaware General  Corporation Law and the Registrant's  Certificate
of  Incorporation  and ByLaws provide for  indemnification  of the  Registrant's
directors and officers for  liabilities and expenses that they may incur in such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests

                                       -9-

<PAGE>



of the  Registrant,  and with  respect  to any  criminal  action or  proceeding,
actions that the  indemnitee  had no reasonable  cause to believe were unlawful.
Reference  is  made  to  the   Registrant's   Second  Restated   Certificate  of
Incorporation  and  Restated  By-laws  filed  as  Exhibits  3.1(a)  and  3.2(a),
respectively,  to the Registrant's  Registration Statement on Form SB-2 declared
effective  on  May  24,  1993   (Registration   Statement  No.  33-60248-B)  and
incorporated  herein  by  reference.  The  Registrant  maintains  directors  and
officers liability insurance for the benefit of its directors and officers.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in such 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 Shares 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 such Act and will
be governed by the final adjudication of such issue.








                                      -10-

<PAGE>



         No dealer,  salesperson or any other person has been authorized to give
any information or to make any  representations not contained in this Prospectus
and, if given or made, such  information or  representations  must not be relied
upon as having been authorized by the Company or the Selling Stockholders.  This
Prospectus  does not constitute an offer to sell, or a solicitation  of an offer
to sell,  any  securities  other  than  the  registered  securities  to which it
relates,  or an offer to or solicitation of any person in any jurisdiction where
such an offer or  solicitation  would be unlawful.  Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.


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



                                TABLE OF CONTENTS
                                                                   Page
                                                                                
Available Information ...........................................   2       
The Company .....................................................   2
Risk Factors ....................................................   3
Use of Proceeds .................................................   6
Selling Stockholders.............................................   6
Plan of Distribution ............................................   8
Legal Matters....................................................   8
Experts..........................................................   9
Incorporation of Certain Documents                                              
  by Reference ..................................................   9
Indemnification of Directors
  and Officers...................................................   9


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

              
                             
                             
                                1,920,000 Shares
                             
                             
                            FOCUS Enhancements, Inc.
                             
                             
                             
                             
                                  Common Stock
                             
                             
                             
                             
                                                         
                                ________________
                             
                                   PROSPECTUS
                                ________________
                             
                             
                             
                                                          
                             
                             
                                 August __, 1997
                             
                                      -11-

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The documents containing the information  specified in this Item 1 will
be sent or given to the Optionees or others as specified by Rule  428(b)(1).  In
accordance with the rules and regulations of the Commission and the instructions
to Form S-8, such  documents are not being filed with the  Commission  either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The documents containing the information  specified in this Item 2 will
be sent or given to the Optionees as specified by Rule 428(b)(1).  In accordance
with the rules and  regulations of the Commission and the  instructions  to Form
S-8, such  documents are not being filed with the  Commission  either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  which have been  filed with the  Commission
pursuant to the Exchange Act, are hereby  incorporated  in this  Prospectus  and
specifically made a part hereof by reference: (i) the Company's Annual Report on
Form 10-KSB for the year ended  December 31, 1996;  (ii) the  Company's  Current
Report on Form  8K/A-1  filed on  January  6,  1997  relating  to the  Company's
acquisition of TView, Inc.; (iii) the Company's Current Report on Form 8-K filed
on January 16, 1997 relating to the sale of securities pursuant to Regulation S;
(iv) the Company's Current Report on Form 8-K filed on March 3, 1997 relating to
the sale of securities  pursuant to  Regulation  S; (v) the Company's  Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1997;  (vi) the definitive
Proxy  Statement dated June 20, 1997 provided to stockholders in connection with
the  Annual  Meeting  of  Stockholders  held on July 25,  1997;  and  (vii)  the
description  of  the  Company's  Common  Stock  contained  in  the  Registration
Statement on Form SB-2 File No.  33-60248-B  filed with the  Commission on March
29, 1993,  as amended.  All documents  filed by the Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Prospectus  and prior to the  termination of the Offering of the Shares shall be
deemed to be  incorporated  by reference  into this  Prospectus and to be a part
hereof from the respective dates of filing of such documents.

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

Item 4.  Description of Securities.

         The Shares of Common Stock offered hereby are registered  under Section
12 of the Exchange Act.


                                      II-1

<PAGE>



Item 5.  Interests of Named Experts and Counsel.

         John A.  Piccione,  Esq., a partner at Sullivan & Worcester  LLP, holds
options to  purchase  30,000  shares of Common  Stock and  warrants  to purchase
20,000 shares of Common Stock.

Item 6.   Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation  to indemnify,  subject to the  standards  therein  prescribed,  any
person in connection with any action,  suit or proceeding  brought or threatened
by reason of the fact that such person is or was a director,  officer,  employee
or agent of the  corporation  or was  serving  as such with  respect  to another
corporation or other entity at the request of such corporation.

         The Delaware General Corporation Law, the Company's charter and by-laws
provide  for   indemnification  of  the  Company's  directors  and  officer  for
liabilities  and expenses  that they may incur in such  capacities.  In general,
directors  and officers are  indemnified  with respect to actions  taken in good
faith in a manner  reasonably  believed  to be in, or not  opposed  to, the best
interests of the Company, and with respect to any criminal action or proceeding,
actions that the  indemnitee  had no reasonable  cause to believe were unlawful.
Reference is made to the Company's Second Restated Certificate of Incorporation,
as amended and Restated By-laws incorporated herein by reference.

         The  Underwriting  Agreement  executed in connection with the Company's
initial public  offering  provides that the  underwriters  are obligated,  under
certain circumstances,  to indemnify directors, officers and controlling persons
of the Company  against certain  liabilities,  including  liabilities  under the
Securities Act of 1933, as amended (the "Act"). Reference is made to the form of
Underwriting  Agreement  previously  filed  as  Exhibit  1.1  to  the  Company's
Registration Statement on Form SB-2, No. 33-60248-B.

         The Company has obtained directors and officers liability insurance for
the benefit of its directors and certain of its officers.

         Reference  is  made  to the  Underwriting  Agreement  described  above,
pursuant to which the Registrant  agreed to indemnify each  underwriter and each
person,  if any, who controls any underwriter  within the meaning of the Act, or
the Securities Exchange Act of 1934, as amended,  against certain types of civil
liabilities arising in connection with the aforementioned Registration Statement
or the prospectus contained therein.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

         The following  documents have been previously filed as Exhibits and are
incorporated  herein  by  reference  except  those  exhibits  indicated  with an
asterisk which are filed herewith:

    Exhibit No.   Description

         4.1      Specimen  certificate  representing  the  Common  Stock of the
                  Registrant (filed as Exhibit 4.1 to the Company's Registration
                  Statement on Form SB-2 [File No.  33-60248-B] and incorporated
                  herein by reference).

                                      II-2

<PAGE>



         4.2      Second  Restated  Certificate  of  Incorporation,  as amended,
                  (filed as Exhibit 3.1a to the Company's Registration Statement
                  on Form SB-2  [File No.  33-60248-B]  and as an exhibit to the
                  Company's Form 10-QSB dated November 13, 1995 each of which is
                  incorporated herein by reference.
         4.3      Restated  By-laws of Registrant  (filed as Exhibit 3.2a of the
                  Company's  Registration  Statement  on  Form  SB-2  [File  No.
                  33-60248-B] and incorporated herein by reference.
         4.4*     1997 Director Stock Option Plan.
         4.5*     Form of Director Stock Option Agreement.
         4.6*     Key Officer Non-Qualified Stock Option Agreement for Thomas L.
                  Massie.
         4.7*     Key Officer  Non-Qualified Stock Option Agreement for Brett A.
                  Moyer.
         4.8*     Key Officer  Non-Qualified Stock Option Agreement for Harry G.
                  Mitchell.
         5*       Opinion of  Sullivan &  Worcester  LLP  regarding  legality of
                  shares registered hereunder.
         23.1*    Consent  of  Wolf  &   Company,   P.C.,   independent   public
                  accountants.
         23.2*    Consent of Coopers & Lybrand L.L.P.
         23.3*    Consent of KPMG Peat Marwick LLP.
         23.4*    Consent of Sullivan & Worcester LLP (included in Exhibit 5).

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  this
    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)  (Section  230.424(b)  of 17  C.F.R.)  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; and

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

    provided,  however,  that  subparagraphs  (i) and  (ii) do not  apply if the
    information  required to be included in a post-effective  amendment by those
    paragraphs  is  contained in the periodic  reports  filed by the  Registrant
    pursuant to Section 13 or Section 15(d) of the  Securities  and Exchange Act
    of 1934 that are incorporated by reference in this 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 herein,
         and the offering of such  Securities at that time shall be deemed to be
         the initial bona fide offering thereof.


                                      II-3

<PAGE>



    (3)  To remove from registration by means of a post-effective  amendment any
         of the Shares 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 such Act and is, therefore, unenforceable.

(c) The undersigned registrant hereby undertakes that:

    (1) For purposes of  determining  any liability  under the Securities Act of
1933, the information  omitted from the form of prospectus filed as part of this
Registration  Statement  in reliance  upon Rule 430A and  contained in a form of
prospectus  filed by the  Company  pursuant to Rule  424(b)(1)  or (4) or 497(h)
under  the  Securities  Act  shall  be  deemed  to be part of this  Registration
Statement as of the time it was declared effective; and

     (2) For purposes of determining  any liability  under the Securities Act of
1933, each post-effective  amendment that contains a form of prospectus 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.




                                      II-4

<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 Town of Sudbury, Commonwealth of Massachusetts,  on this 8th
day of August, 1997.

                                 FOCUS ENHANCEMENTS, INC.


                                 By:  /s/ Thomas L. Massie
                                      Thomas L. Massie
                                      Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Form S-8 relating to Common  Shares has been signed below by the  following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>


           Signature                                    Title                                  Date
<S>                                       <C>                                                 <C>

/s/ Thomas L. Massie                       Chairman and Chief Executive                        August 8, 1997
Thomas L. Massie                           Officer (Principal Executive
                                           Officer)

/s/ Harry G. Mitchell                      Sr. Vice President, Chief Financial                 August 8, 1997
Harry G. Mitchell                          Officer and Treasurer (Principal
                                           Financial and Accounting Officer)

/s/ John C. Cavalier                       Director                                            August 8, 1997
John C. Cavalier

/s/ William B. Coldrick                    Director                                            August 8, 1997
William B. Coldrick

/s/ U. Haskell Crocker II                  Director                                            August 8, 1997
U. Haskell Crocker II

/s/ Timothy E. Mahoney                     Director                                            August 8, 1997
Timothy E. Mahoney

/s/ J. Daniel Shaver                       Director                                            August 8, 1997
J. Daniel Shaver

</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 61297}]
{"company-data": {"conformed-name": "FOCUS ENHANCEMENTS INC", "cik": "0000884719", "assigned-sic": "3576", "irs-number": "043186320", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33243", "film-number": "97654636"}, "business-address": {"street1": "142 NORTH ROAD", "city": "SUDBURY", "state": "MA", "zip": "01776", "phone": "6179388088"}, "mail-address": {"street1": "142 NORTH ROAD", "city": "SUDBURY", "state": "MA", "zip": "01776"}}
As filed with the Securities and Exchange Commission on August 8, 1997

                                                  Registration No. 333- _____

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                  Containing a Reoffer Prospectus on Form S-3
                             -----------------------

                            FOCUS ENHANCEMENTS, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                                       04-3186320
(State or other jurisdiction of incorporation)                (IRS Employer
                                                             Identification
                                                                 Number)

                                 142 North Road
                          Sudbury, Massachusetts 01776
                                 (508) 371-2000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                         1997 Director Stock Option Plan
                Key Officer Non-Qualified Stock Option Agreements
                            (Full title of the plans)

                                Harry G. Mitchell
                             Chief Financial Officer
                            FOCUS Enhancements, Inc.
                                 142 North Road
                          Sudbury, Massachusetts 01776
                                 (508) 371-2000
              (Name, address, including zip code, telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             John A. Piccione, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                              ---------------------

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.
         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, check the following box. |X|

                             -----------------------
CALCULATION OF REGISTRATION FEE
                                                                      Proposed
                                                                       Maximum              Proposed
  Title of Each Class of Securities to         Amount to           Offering Price            Maximum               Amount of
              be Registered                  be Registered            Per Share          Offering Price        Registration Fee
                                          --------------------  --------------------- ---------------------  ---------------------
1997 Director Stock Option Plan
Common Stock, par value $.01 per
share                                         800,000(1)                $1.88              $1,504,000               $455.75
                                              200,000(2)                $2.42              $  484,000               $146.67

Key Officer Non-Qualified Stock
Option Agreements
Common Stock, par value $.01 per              250,000(1)                $1.75              $  437,500               $132.57
share                                         670,000(1)                $1.88              $1,259,600               $381.51
(1)      All such shares are issuable upon exercise of outstanding  options with
         fixed exercise prices.  Pursuant to Rule 457(h)(1) under the Securities
         Act of 1933, as amended (the "Act"),  the aggregate  offering price and
         the fee have  been  computed  upon the  basis of the price at which the
         options may be exercised.

(2)      Of the 1,000,000 shares of common stock reserved for issuance under the
         1997 Director Stock Option Plan, options for 200,000 shares have not to
         date been issued,  and the price of $2.42,  which is the average of the
         high and low bid price  reported on the Nasdaq Stock  Market  Small-Cap
         Market  System on August 5, 1997,  is set forth  solely for purposes of
         calculating the filing fee pursuant to Rule 457(c) under the Act.
(ii)
EXPLANATORY NOTE

         This  Registration  Statement has been prepared in accordance  with the
requirements of Form S-8 which relates to the Registrant's  Common Stock offered
pursuant  to the  Company's  1997  Director  Stock  Option  Plan and Key Officer
Non-Qualified Stock Option Agreements. This Registration Statement also includes
a Prospectus prepared in accordance with Part I of Form S-3 which relates to the
reoffer or resale by the Company of certain  shares of the  Registrant's  Common
Stock covered by the Prospectus  prepared in accordance with the requirements of
Form S-8.

                                      (iii)
Subject to Completion
                  Preliminary Prospectus Dated August 8, 1997

PROSPECTUS

                            FOCUS Enhancements, Inc.
                        1,920,000 Shares of Common Stock

         This Prospectus  relates to 1,920,000 shares of Common Stock,  $.01 par
value per share ("Common Stock" or the "Shares"),  of FOCUS  Enhancements,  Inc.
(the "Company",  the  "Registrant" or "FOCUS")  consisting of (i) 920,000 Shares
which may be offered  hereby from time to time by the Key Officers  named herein
(the "Key Officers"),  which Shares are issuable by the Company to such officers
upon  exercise  of options  (the  "Officer  Options")  pursuant  to Key  Officer
Non-Qualified  Stock  Option  Agreements  and  which may be  offered  by the Key
Officers for their own benefit,  and (ii) 1,000,000 Shares which are issuable by
the Company upon exercise of options (the "Director  Options" and, together with
the Officer Options,  the "Options")  pursuant to the 1997 Director Stock Option
Plan  (the  "Director  Plan")  which  may be  offered  from  time to time by the
Director optionees named herein (the "Director Optionees" and, together with the
Key Officers,  the  "Optionees")  for their own benefit.  To the extent that the
Options are exercised,  the Company will receive  proceeds equal to the exercise
price of the Options.

         All Shares to be  registered  hereby  are to be offered by the  selling
stockholders  listed herein (the "Selling  Stockholders"),  and the Company will
receive no proceeds from the resale by the Selling  Stockholders  of the Shares.
The Company has agreed to indemnify certain of the Selling  Stockholders against
certain  liabilities,  including certain liabilities under the Securities Act of
1933, as amended (the "Act"),  or to  contribute to payments  which such Selling
Stockholders may be required to make in respect thereof.

         The  Company's  Common Stock is listed on the National  Association  of
Securities  Dealers  Automated  Quotation  System  ("NASDAQ")  and traded on the
NASDAQ SmallCap  Market under the symbol "FCSE".  The last reported bid price of
the Common  Stock on the NASDAQ  SmallCap  Market on August 5, 1997 was $2.40625
per share.
                             ----------------------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
               COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COM-
                MISSION OR ANY STATE SECURITIES COMMISSION PASSED
                      UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
                             ----------------------

         AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
            DEGREE OF RISK. SEE "RISK FACTORS" AT PAGES 3 THROUGH 6.
                             ----------------------

         It is anticipated that usual and customary  brokerage fees will be paid
by the Selling  Stockholders on the sale of the Common Stock registered  hereby.
The  Company  will  pay the  other  expenses  of this  offering.  See  "PLAN  OF
DISTRIBUTION".  The offer of  1,920,000  shares of Common  Stock by the  Selling
Stockholders as described in this Prospectus is referred to as the "Offering".
                             ----------------------

                 The date of this Prospectus is August 8, 1997.
No person has been  authorized to give any  information  or to make any
representations  other than those contained or incorporated by reference in this
Prospectus in connection  with the offer  contained in this  Prospectus  and, if
given or made, such  information or  representations  must not be relied upon as
having  been  authorized  by the  Company  or  the  Selling  Stockholders.  This
Prospectus  does not constitute an offer to sell or  solicitation of an offer to
buy securities in any  jurisdiction to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances,  create an implication that there
has been no change in the  affairs of the  Company  since the date hereof or the
information contained or incorporated by reference herein is correct at any time
subsequent to the date hereof.

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange  Commission  (the  "Commission").  The  Registration
Statement,  the exhibits and  schedules  forming a part thereof and the reports,
proxy statements and other  information filed by the Company with the Commission
can be  inspected  and  copies  obtained  at  the  public  reference  facilities
maintained by the  Commission at Judiciary  Plaza,  Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549,  and at the following  regional  offices of the
Commission:  Chicago Regional Office,  Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago,  Illinois  60661-2511;  and New York Regional Office, Seven
World  Trade  Center,  Suite  1300,  New York,  New York  10048.  Copies of such
material can be obtained at prescribed rates from the Public  Reference  Section
of the Commission at its principal office at 450 Fifth Street, N.W., Washington,
D.C. 20549.  Such materials may also be accessed  electronically by means of the
Commission's home page at http://www.sec.gov. This prospectus, which constitutes
part of a Registration  Statement filed by the Company with the Commission under
the Act omits certain  information  contained in the  Registration  Statement in
accordance with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statement and the Exhibits relating thereto for further
information with respect to the Company and the Securities  offered hereby.  Any
statements  contained  herein  concerning  provisions  of any  documents are not
necessarily  complete,  and, in each instance,  reference is made to the copy of
such  document  filed as an Exhibit to the  Registration  Statement or otherwise
filed with the  Commission.  Each such statement is qualified in its entirety by
such reference.

         The Company hereby  undertakes to provide without charge to each person
to whom this  Prospectus is delivered,  upon the written or oral request of such
person, a copy of any and all of the information  that has been  incorporated by
reference  in this  Prospectus  (excluding  exhibits  unless such  exhibits  are
specifically incorporated by reference into the information that this Prospectus
incorporates).  Requests  for such  copies  should be made to the Company at its
principal  executive  offices,  142 North Road,  Sudbury,  Massachusetts  01776,
Attention: Harry G. Mitchell, telephone (508) 371-2000.

                                   THE COMPANY

         The  Company's  principal  executive  offices  are located at 142 North
Road, Sudbury, Massachusetts 01776, and the telephone number is (508) 371-2000.

                                      -2-
RISK FACTORS

         An investment in the Securities  offered hereby  involves a high degree
of risk and should only be purchased  by investors  who can afford to lose their
entire  investment.  The  following  factors,  in  addition  to those  discussed
elsewhere in the  Prospectus,  should be considered  carefully in evaluating the
Company and its business.

         Future  Capital  Needs.  At March 31,  1997,  the  Company  had working
capital of  $1,255,820,  cash and cash  equivalents  of $1,300,717 and was fully
drawn on its $900,000 line of credit (approximately  $800,000 at March 31, 1997)
with its bank  and its $1.5  million  term  note  with an  unaffiliated  lender.
Historically,  the  Company has been  required to meet its short- and  long-term
cash needs  through debt and the sale of Common Stock in private  placements  in
that cash flow from operations has been  insufficient.  During 1996, the Company
received approximately $6,116,000 in net proceeds from the exercise of warrants,
stock options and the sale of Common Stock.  During the three month period ended
March 31, 1997, the Company  received  approximately  $1,997,000 in net proceeds
from the exercise of warrants, stock options and the sale of Common Stock.

         The Company's future capital  requirements will depend on many factors,
including  cash flow from  operations,  continued  progress in its  research and
development programs,  competing technological and market developments,  and the
Company's ability to market its products successfully.  During 1997, the Company
may be required to raise additional  funds through equity or debt financing,  of
which there can be no assurance.  Any equity  financing could result in dilution
to the  Company's  then-existing  stockholders.  Sources of debt  financing  may
result in higher interest expense. Any financing, if available,  may be on terms
unfavorable to the Company. If adequate funds are not available, the Company may
be required to curtail its activities significantly.

         Reliance  on Major  Customers.  In the year ended  December  31,  1996,
approximately  23% and 15% of the Company's  revenues were derived from sales to
Zenith Electronics,  Inc.  ("Zenith") and Ingram Micro D ("Ingram"),  a national
distributor,   respectively.   For  the  three  months  ended  March  31,  1997,
approximately  29% of the  Company's  revenues were derived from sales to Ingram
and approximately 8% were derived from sales to Zenith.  Management expects that
sales to Zenith and Ingram will continue to represent a  significant  percentage
of the Company's  future  revenues.  In October 1996, the Company entered into a
two-year  exclusive  agreement with Zenith,  under which Zenith must purchase at
least  $12,000,000  of  PC-to-TV  conversion  products  in  1997  and  at  least
$30,000,000  of these products in 1998 in order to maintain  exclusivity.  There
can be no assurances, however, that Zenith will purchase the minimum quantities.
Further,  if the  contract  were to be  terminated  by Zenith,  there would be a
material adverse effect to the Company and its business.

          In the year ended  December 31,  1996,  and for the three months ended
March 31, 1997,  approximately  8% and 15%,  respectively,  of the Company's net
sales were derived from sales of the Company's  L-TV product to Apple  Computer,
Inc.  ("Apple").  In August  1994,  the Company  entered  into a two year Master
Purchase  Agreement with Apple under which Apple agreed to bundle and distribute
the Company's L-TV product with Apple's  "Presentation System" product offering.
This agreement expired in August 1996. In the first quarter of 1997, the Company
received  significant  additional  volume  orders from Apple for shipment in the
first and second quarters of 1997. The Company believes that in 1997, Apple will
be a major customer. Although the orders are irrevocable and non-cancelable,  no
assurances  can be given  that  Apple  will take  delivery  on the  products  or
continue to order products from the Company.

                                       -3-
History of  Operating  Losses.  The  Company  has  experienced  limited
profitability  since its inception.  Although the Company reported net income of
$328,761 in the year ended December 31, 1995, the Company incurred net losses of
$3,726,606, $4,458,483 and $9,208,431 in the years ended December 31, 1993, 1994
and 1996,  respectively.  There can be no assurance that the Company will return
to profitability in 1997.

         The  Company's   independent  auditors  have  included  an  explanatory
paragraph in their report on the  Company's  financial  statements  for the year
ended December 31, 1996 to the effect that the Company's  ability to continue as
a going  concern is contingent  upon its ability to secure  financing and attain
profitable operations. In addition, the Company's ability to continue as a going
concern must be considered in light of the problems,  expenses and complications
frequently  encountered  by  its  entrance  into  established  markets  and  the
competitive environment in which the Company operates.

         Limited Availability of Capital under Credit Arrangements with Lenders.
The Company  maintains a $900,000 line of credit with Silicon Valley Bank. As of
March 31,  1997,  approximately  $800,000  is owed to the Bank under the line of
credit.  Pursuant to its agreement with the Bank, the line of credit  terminated
in April 1996,  and was extended  until March 7, 1997. At December 31, 1996, the
Company  was in  violation  of certain  debt  covenants  relating to the line of
credit with its commercial bank. In March 1997, the Company received a waiver of
the covenants from the commercial  bank, a revision of the loan covenants and an
agreement to extend the line until March 1998.

         In October 1994, the Company  borrowed  $2,500,000 from an unaffiliated
lender to help finance its  inventory and accounts  receivable  under its Master
Purchase  Agreement with Apple. The Company issued to this  unaffiliated  lender
its term note in the aggregate  principal  amount of  $2,500,000.  The term note
accrues interest at the revolving rate of prime plus 2%, is payable quarterly in
arrears at the end of December, March, June, and September, and was due February
1, 1996. The term note was originally  secured by those specific assets financed
under the agreement with Apple,  including accounts receivable,  finished goods,
inventory, raw materials,  work-in-process and contract rights arising under the
Apple agreement.  The Company utilized the proceeds of this term note to finance
purchase  orders  received  from Apple.  In January  1996,  the  Company  repaid
approximately  $1 million of the  amount  owed under the term note.  On June 28,
1996,  the Company  negotiated  an amendment to the term note with the lender to
extend  the due  date of the  term  note to  March  31,  1997.  Pursuant  to the
amendment,  the Company granted the lender a second security interest in all the
assets of the  Company.  The  Company is  currently  negotiating  an  additional
extension  with the lender,  however,  there can be no assurances  that the term
note will be extended on terms favorable to the Company.

         Market  Acceptance.  The  Company's  sales and  marketing  strategy  is
targeted to sales of its PC-to- TV videographics products to the Windows, Mac OS
markets,  including computer manufacturers,  VGA graphic card developers and VGA
chip developers,  as well as to television  manufacturers.  Although the Company
has to date experienced  success in penetrating  these markets,  there can be no
assurance  that the Company's  marketing  strategy will continue to be effective
and that current customers will continue to buy the Company's  products.  Market
acceptance of the Company's  current and proposed  products will depend upon the
ability of the Company to demonstrate  the advantages of its products over other
PC-to-TV videographics and connectivity products.

         Reliance on Single  Vendor.  In the three  months ended March 31, 1997,
approximately 60% of the components for the Company's  products were secured and
manufactured  on a turnkey basis by a single vendor,  Pagg  Corporation.  In the
event that the vendor were to cease supplying the Company,  management  believes
there are  alternative  vendors for the components  for the Company's  products.
However,  the Company would  experience short term delays in the shipment of its
products.

                                       -4-
Adverse Effects of Reduced Apple Macintosh Sales.  Although in the year
ended  December  31,  1996,  the Company  increased  the sales of  Windows-based
products as a percentage of total sales, a substantial  portion of the Company's
sales to date have been derived from  products  designed for use on Mac OS based
personal computers,  and the Company expects that sales of products for use with
Macintosh computers may represent up to 35% (including direct sales to Apple) of
its net sales in 1997. Although sales of Macintosh computers have increased from
year to year, there can be no assurance that the Macintosh operating system will
continue  to be  accepted  as a platform  for  personal  computer  applications.
Management believes that other computer platforms,  such as Windows, have gained
greater  acceptance in the Company's  markets as these platforms have evolved to
support  applications  similar to those offered for the Macintosh.  In addition,
there can be no  assurance  that the  Company  will be able to make  timely  and
successful introductions of products for other platforms.

         Dependence on Timely  Delivery of the FOCUS Scan 300 Chip.  The Company
is currently  completing  development  of an ASIC called the FOCUS Scan 300 Chip
which  the  Company  expects  to  incorporate  into all of its  next  generation
PC-to-TV  videographics   products.  A  significant  portion  of  the  Company's
anticipated  revenues  and gross  margins for 1997 are  dependent  on the timely
completion  and delivery of the FOCUS Scan 300 Chip.  In the event that the Chip
is not  available  before the end of the third  calendar  quarter  of 1997,  the
Company's revenues and profitability for 1997 could be adversely effected.

         Technological  Obsolescence.   The  Windows  and  MAC  OS  markets  are
characterized  by extensive  research and  development  and rapid  technological
change resulting in product life cycles of nine to eighteen months.  Development
by others of new or improved  products,  processes or technologies  may make the
Company's  products  or proposed  products  obsolete  or less  competitive.  The
Company will be required to devote substantial  efforts and financial  resources
to enhance its existing  products and to develop new  products.  There can be no
assurance that the Company will succeed with these efforts.

         Competition.  The Windows and Mac OS markets are extremely competitive.
The Company  currently  competes with other  developers  of PC-to-TV  conversion
products  and  expects to compete in the  future  with  videographic  integrated
circuit  developers.  Many of the  Company's  competitors  have  greater  market
recognition and greater financial, technical, marketing and human resources than
the Company. Although the Company is not currently aware of any announcements by
its  competitors  that  would  have a  material  impact  on the  Company  or its
operations,  there can be no assurance  that the Company will be able to compete
successfully against existing companies or new entrants to the marketplace.

          Component Supply Problems. The Company purchases all of its parts from
outside suppliers and from time to time experiences difficulty in obtaining some
components or  peripheral  devices.  The Company  attempts to reduce the risk of
supply interruption by evaluating and obtaining  alternative sources for various
components or peripheral devices. However, there can be no assurance that supply
shortages  will not occur in the future which could  significantly  increase the
cost,  or delay  shipment  of,  the  Company's  products,  which  in turn  could
adversely affect its results of operations.

          Protection of Proprietary Information.  Although the Company has filed
three patents with respect to its PC-to-TV  videographics  products, the Company
does not currently  have any patents.  The Company  treats its technical data as
confidential  and  relies  on  internal  nondisclosure   safeguards,   including
confidentiality  agreements with employees, and on laws protecting trade secrets
to protect its  proprietary  information.  There can be no assurance  that these
measures  will  adequately   protect  the   confidentiality   of  the  Company's
proprietary  information or that others will not independently  develop products
or technology that are equivalent or superior to those of the Company.  While it
may be necessary or desirable in the future to obtain

                                       -5-
licenses  relating  to one or more of its  products  or  relating  to current or
future technologies,  there can be no assurance that the Company will be able to
do so on commercially reasonable terms.

         Dependence  upon Key Personnel.  The Company's  success  depends,  to a
significant extent, upon a number of key employees.  The loss of services of one
or more of these  employees,  especially the Company's Chief Executive  Officer,
Thomas L. Massie,  could have a material  adverse  effect on the business of the
Company.  The Company  believes that its future success will also depend in part
upon  its  ability  to  attract,   retain  and  motivate  qualified   personnel.
Competition for such personnel in the computer industry is intense. Although the
Company has not in the past  experienced  difficulty in attracting and retaining
qualified  personnel,  there  can be no  assurance  that  the  Company  will  be
successful in attracting and retaining such personnel in the future.

                                 USE OF PROCEEDS

         The Company will receive no part of the proceeds from the resale by the
Selling  Stockholders  of the Shares.  The gross  proceeds to be received by the
Company from  exercise of all of the Options  (assuming  that all of the Options
are  exercised)  are  approximately  $3,201,000  arising  from the  exercise  of
1,470,000  Options with an exercise price of $1.88 per share and 250,000 Options
with an  exercise  price of $1.75  per  share.  Management  intends  to use such
proceeds  for  general  working  capital  purposes  including   expenditures  in
connection with the development,  sales and marketing of future products for the
Company.

                              SELLING STOCKHOLDERS

         This Prospectus relates to possible sales by Key Officers and Directors
of the  Company of Shares  issued  pursuant to the  exercise of options  granted
under Key Officer  Non-Qualified  Stock Option  Agreements and the 1997 Director
Stock Option Plan.

         The  following  table  shows the name of the  Optionees,  the number of
outstanding Shares of Common Stock of the Company  beneficially owned by them as
of May 30,  1997,  and the  number of Shares  available  for  resale  hereunder.
Because  each Key  Officer  and  Optionee  may  sell  all or part of his  Shares
pursuant to this Prospectus, no estimate can be given as to the amount of Shares
that will be held by each Optionee upon termination of this Offering.

                                       -6-
Number of Shares                 Number of Shares
      Name of Selling Stockholder                  Beneficially Owned          Available for Sale Hereunder
      ---------------------------                  ------------------          ----------------------------
Key Officer Non-Qualified Stock
Options

Thomas L. Massie.......................                686,315(1)                       500,000(2)
Brett A. Moyer.........................                  6,885                          250,000(3)
Harry G. Mitchell....................                       0                           170,000(4)

1997 Director Stock Option Plan

John C. Cavalier.......................                119,204(5)                       200,000(6)
U. Haskell Crocker.....................                184,595(7)                       200,000(6)
J. Daniel Shaver.......................                 50,000(8)                       200,000(9)
William B. Coldrick....................                326,809(10)                      100,000(11)
Timothy E. Mahoney.....................                     0                           100,000(11)
Others (12)............................                     0                           200,000
(1)  Includes 72,821 shares of Common Stock held by Mr. Massie's wife and children.  Also includes 250,000 shares issuable  pursuant
     to stock options exercisable at May 30, 1997 or within 60 days thereafter.
(2)  Represents  shares of Common Stock issuable  pursuant to options granted pursuant to a Key Officer  Non-Qualified  Stock Option
     Agreement,  exercisable  for Common Stock at $1.88 per share and vesting in  accordance  with the following  schedule:  166,667
     option shares vesting on March 19, 1998;  166,667 option shares vesting on March 19, 1999; and 166,666 option shares vesting on
     March 19, 2000.
(3)  Represents  shares of Common Stock issuable  pursuant to options granted pursuant to a Key Officer  Non-Qualified  Stock Option
     Agreement, exercisable for Common Stock at $1.75 per share and vesting in accordance with the following schedule: 83,333 option
     shares vesting on April 21, 1998; 83,333 option shares vesting on April 21, 1999; and 83,334 option shares vesting on April 21,
     2000.
(4)  Represents  shares of Common Stock issuable  pursuant to options granted pursuant to a Key Officer  Non-Qualified  Stock Option
     Agreement, exercisable for Common Stock at $1.88 per share and vesting in accordance with the following schedule: 56,667 option
     shares vesting on March 19, 1998; 56,667 option shares vesting on March 19, 1999; and 56,666 option shares vesting on March 19,
     2000.
(5)  Includes 6,438 shares of Common Stock held in trust with Mr. Cavalier's wife. Also includes 112,766 shares issuable pursuant to
     stock options exercisable at May 30, 1997 or within 60 days thereafter.
(6)  Represents  shares of Common Stock  issuable  pursuant to an option  granted  pursuant to the 1997 Director  Stock Option Plan,
     exercisable  for Common Stock at $1.88 per share,  vesting in  accordance  with the  following  schedule:  75,000 option shares
     currently  vested;  58,333 option shares vesting on March 19, 1998;  33,333 option shares vesting on March 19, 1999; and 33,334
     option shares vesting on March 19, 2000.
(7)  Includes  58,410  shares of Common Stock held  directly by Mr.  Crocker.  Also  includes  13,419  shares  issuable  pursuant to
     immediately  exercisable  warrants to purchase Common Stock and 112,766 shares issuable pursuant to stock options held directly
     by Mr. Crocker exercisable at May 30, 1997 or within 60 days thereafter.
(8)  Represents 50,000 shares issuable pursuant to stock options currently exercisable.

                                                        -7-
(9)  Represents  shares of Common Stock  issuable  pursuant to an option  granted  pursuant to the 1997 Director  Stock Option Plan,
     exercisable  for Common Stock at $1.88 per share,  vesting in  accordance  with the  following  schedule:  50,000 option shares
     currently  vested;  58,333 option shares vesting on March 19, 1998;  58,333 option shares vesting on March 19, 1999; and 33,334
     option shares vesting on March 19, 2000.
(10) Includes 41,450 shares of Common Stock held jointly with Mr.  Coldrick's wife. Also includes 5,000 shares issuable  pursuant to
     immediately exercisable warrants, and 280,359 shares of Common Stock issuable pursuant to outstanding stock options exercisable
     at May 30, 1997, or within 60 days thereafter.
(11) Represents  shares of Common Stock  issuable  pursuant to an option  granted  pursuant to the 1997  Director Stock Option Plan,
     exercisable  for Common Stock at $1.88 per share,  vesting in  accordance  with the  following  schedule:  33,333 option shares
     vesting on March 19, 1998; 33,333 option shares vesting on March 19, 1999; and 33,334 option shares vesting on March 19, 2000.
(12) The identity and the stockholdings of the individuals to whom the remaining 200,000 options to purchase Shares may be granted
     is unknown at this time. Pursuant to the terms of the 1997 Director Stock Option Plan, however, options under such plan shall 
     be granted only to members of the Company's Board of Directors.
PLAN OF DISTRIBUTION

         Of the 1,920,000 Shares being registered herein for sale by the Selling
Stockholders,  (i)  920,000 are  issuable  upon  exercise of Options  granted to
pursuant  to  Key  Officer  Non-Qualified  Stock  Option  Agreements,  and  (ii)
1,000,000  Shares are issuable upon  exercise of options  granted under the 1997
Director Stock Option Plan. All Shares to be registered hereby are to be offered
by the Optionees, and, other than the exercise price of the Options, the Company
will receive no proceeds from the sale of Shares offered hereby.

         The  Selling  Stockholders  may sell the  Common  Stock  registered  in
connection  with this Offering on the NASDAQ  market system or otherwise.  There
will  be  no  charges  or  commissions  paid  to  the  Company  by  the  Selling
Stockholders  in connection  with the issuance of the Shares.  It is anticipated
that usual and customary brokerage fees will be paid by the Selling Stockholders
upon sale of the Common  Stock  offered  hereby.  The Company will pay the other
expenses  of this  Offering.  The  Shares  may be sold  from time to time by the
Selling Stockholders, or by pledgees, donees, transferees or other successors in
interest.  Such  sales  may  be  made  on  one  or  more  exchanges  or  in  the
over-the-counter  market, or otherwise at prices and at terms then prevailing or
at  prices  related  to  the  then  current  market  price,   or  in  negotiated
transactions.  The  Shares  may be sold by one or more of the  following:  (a) a
block  trade in which the broker so engaged  will  attempt to sell the Shares as
agent but may  position  and  resell a  portion  of the  block as  principal  to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
an  exchange  distribution  in  accordance  with the  rules of  NASDAQ;  and (d)
ordinary brokerage transactions.  In effecting sales, brokers or dealers engaged
by the  Selling  Stockholders  may  arrange  for other  brokers  or  dealers  to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
Selling Stockholders in amounts to be negotiated prior to the sale. Such brokers
or dealers  and any other  participating  brokers or dealers may be deemed to be
"underwriters"  within the meaning of the Act in connection  with such sales. In
addition,  any  securities  covered by this  Prospectus  which  qualify for sale
pursuant to Rule 144 of the Act may be sold under Rule 144 rather than  pursuant
to this Prospectus.

                                  LEGAL MATTERS

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed upon for the Company by Sullivan & Worcester LLP, One Post Office Square,
Boston,  Massachusetts  02109.  John A. Piccione,  Esq., a partner at Sullivan &
Worcester  LLP,  holds  options to purchase  30,000  shares of Common  Stock and
warrants to purchase 20,000 shares of Common Stock.

                                       -8-
EXPERTS

         The consolidated  financial statements of the Company as of and for the
year ended  December 31, 1996  appearing in the Company's  Annual Report on Form
10-KSB  for the year  ended  December  31,  1996,  have been  audited  by Wolf &
Company,  P.C.  independent  accountants  as set forth in their report  thereon,
which report includes an explanatory  paragraph  regarding the Company's ability
to continue as a going  concern,  included  therein and  incorporated  herein by
reference.  Such financial  statements are  incorporated  herein by reference in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.

         The consolidated  financial  statements of FOCUS as of and for the year
ended  December  31, 1995,  included in the Annual  Report on Form 10-KSB of the
Company for the fiscal year ended  December 31, 1996 referred to below have been
audited by Coopers & Lybrand L.L.P.,  independent  accountants,  as set forth in
their report  dated April 11,  1996,  which  included an  explanatory  paragraph
related to the Company's  ability to continue as a going  concern,  accompanying
such financial statements,  and are incorporated herein by reference in reliance
upon the report of such firm,  which  report is given  upon their  authority  as
experts in accounting and auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  which have been  filed with the  Commission
pursuant to the Exchange Act, are hereby  incorporated  in this  Prospectus  and
specifically made a part hereof by reference: (i) the Company's Annual Report on
Form 10-KSB for the year ended  December 31, 1996;  (ii) the  Company's  Current
Report on Form  8K/A-1  filed on  January  6,  1997  relating  to the  Company's
acquisition of TView, Inc.; (iii) the Company's Current Report on Form 8-K filed
on January 16, 1997 relating to the sale of securities pursuant to Regulation S;
(iv) the Company's Current Report on Form 8-K filed on March 3, 1997 relating to
the sale of securities  pursuant to  Regulation  S; (v) the Company's  Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1997;  (vi) the definitive
Proxy  Statement dated June 20, 1997 provided to stockholders in connection with
the  Annual  Meeting  of  Stockholders  held on July 25,  1997;  and  (vii)  the
description  of  the  Company's  Common  Stock  contained  in  the  Registration
Statement on Form SB-2 File No.  33-60248-B  filed with the  Commission on March
29, 1993,  as amended.  All documents  filed by the Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Prospectus  and prior to the  termination of the Offering of the Shares shall be
deemed to be  incorporated  by reference  into this  Prospectus and to be a part
hereof from the respective dates of filing of such documents.

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

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Delaware General  Corporation Law and the Registrant's  Certificate
of  Incorporation  and ByLaws provide for  indemnification  of the  Registrant's
directors and officers for  liabilities and expenses that they may incur in such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests

                                       -9-
of the  Registrant,  and with  respect  to any  criminal  action or  proceeding,
actions that the  indemnitee  had no reasonable  cause to believe were unlawful.
Reference  is  made  to  the   Registrant's   Second  Restated   Certificate  of
Incorporation  and  Restated  By-laws  filed  as  Exhibits  3.1(a)  and  3.2(a),
respectively,  to the Registrant's  Registration Statement on Form SB-2 declared
effective  on  May  24,  1993   (Registration   Statement  No.  33-60248-B)  and
incorporated  herein  by  reference.  The  Registrant  maintains  directors  and
officers liability insurance for the benefit of its directors and officers.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in such 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 Shares 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 such Act and will
be governed by the final adjudication of such issue.

                                      -10-
No dealer,  salesperson or any other person has been authorized to give
any information or to make any  representations not contained in this Prospectus
and, if given or made, such  information or  representations  must not be relied
upon as having been authorized by the Company or the Selling Stockholders.  This
Prospectus  does not constitute an offer to sell, or a solicitation  of an offer
to sell,  any  securities  other  than  the  registered  securities  to which it
relates,  or an offer to or solicitation of any person in any jurisdiction where
such an offer or  solicitation  would be unlawful.  Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

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

                                TABLE OF CONTENTS
                                                                   Page
                                                                                
Available Information ...........................................   2       
The Company .....................................................   2
Risk Factors ....................................................   3
Use of Proceeds .................................................   6
Selling Stockholders.............................................   6
Plan of Distribution ............................................   8
Legal Matters....................................................   8
Experts..........................................................   9
Incorporation of Certain Documents                                              
  by Reference ..................................................   9
Indemnification of Directors
  and Officers...................................................   9

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

              
                             
                             
                                1,920,000 Shares
                             
                             
                            FOCUS Enhancements, Inc.
                             
                             
                             
                             
                                  Common Stock
                             
                             
                             
                             
                                                         
                                ________________
                             
                                   PROSPECTUS
                                ________________
                             
                             
                             
                                                          
                             
                             
                                 August __, 1997
                             
                                      -11-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The documents containing the information  specified in this Item 1 will
be sent or given to the Optionees or others as specified by Rule  428(b)(1).  In
accordance with the rules and regulations of the Commission and the instructions
to Form S-8, such  documents are not being filed with the  Commission  either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The documents containing the information  specified in this Item 2 will
be sent or given to the Optionees as specified by Rule 428(b)(1).  In accordance
with the rules and  regulations of the Commission and the  instructions  to Form
S-8, such  documents are not being filed with the  Commission  either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  which have been  filed with the  Commission
pursuant to the Exchange Act, are hereby  incorporated  in this  Prospectus  and
specifically made a part hereof by reference: (i) the Company's Annual Report on
Form 10-KSB for the year ended  December 31, 1996;  (ii) the  Company's  Current
Report on Form  8K/A-1  filed on  January  6,  1997  relating  to the  Company's
acquisition of TView, Inc.; (iii) the Company's Current Report on Form 8-K filed
on January 16, 1997 relating to the sale of securities pursuant to Regulation S;
(iv) the Company's Current Report on Form 8-K filed on March 3, 1997 relating to
the sale of securities  pursuant to  Regulation  S; (v) the Company's  Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1997;  (vi) the definitive
Proxy  Statement dated June 20, 1997 provided to stockholders in connection with
the  Annual  Meeting  of  Stockholders  held on July 25,  1997;  and  (vii)  the
description  of  the  Company's  Common  Stock  contained  in  the  Registration
Statement on Form SB-2 File No.  33-60248-B  filed with the  Commission on March
29, 1993,  as amended.  All documents  filed by the Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Prospectus  and prior to the  termination of the Offering of the Shares shall be
deemed to be  incorporated  by reference  into this  Prospectus and to be a part
hereof from the respective dates of filing of such documents.

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

Item 4.  Description of Securities.

         The Shares of Common Stock offered hereby are registered  under Section
12 of the Exchange Act.

                                      II-1
Item 5.  Interests of Named Experts and Counsel.

         John A.  Piccione,  Esq., a partner at Sullivan & Worcester  LLP, holds
options to  purchase  30,000  shares of Common  Stock and  warrants  to purchase
20,000 shares of Common Stock.

Item 6.   Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation  to indemnify,  subject to the  standards  therein  prescribed,  any
person in connection with any action,  suit or proceeding  brought or threatened
by reason of the fact that such person is or was a director,  officer,  employee
or agent of the  corporation  or was  serving  as such with  respect  to another
corporation or other entity at the request of such corporation.

         The Delaware General Corporation Law, the Company's charter and by-laws
provide  for   indemnification  of  the  Company's  directors  and  officer  for
liabilities  and expenses  that they may incur in such  capacities.  In general,
directors  and officers are  indemnified  with respect to actions  taken in good
faith in a manner  reasonably  believed  to be in, or not  opposed  to, the best
interests of the Company, and with respect to any criminal action or proceeding,
actions that the  indemnitee  had no reasonable  cause to believe were unlawful.
Reference is made to the Company's Second Restated Certificate of Incorporation,
as amended and Restated By-laws incorporated herein by reference.

         The  Underwriting  Agreement  executed in connection with the Company's
initial public  offering  provides that the  underwriters  are obligated,  under
certain circumstances,  to indemnify directors, officers and controlling persons
of the Company  against certain  liabilities,  including  liabilities  under the
Securities Act of 1933, as amended (the "Act"). Reference is made to the form of
Underwriting  Agreement  previously  filed  as  Exhibit  1.1  to  the  Company's
Registration Statement on Form SB-2, No. 33-60248-B.

         The Company has obtained directors and officers liability insurance for
the benefit of its directors and certain of its officers.

         Reference  is  made  to the  Underwriting  Agreement  described  above,
pursuant to which the Registrant  agreed to indemnify each  underwriter and each
person,  if any, who controls any underwriter  within the meaning of the Act, or
the Securities Exchange Act of 1934, as amended,  against certain types of civil
liabilities arising in connection with the aforementioned Registration Statement
or the prospectus contained therein.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

         The following  documents have been previously filed as Exhibits and are
incorporated  herein  by  reference  except  those  exhibits  indicated  with an
asterisk which are filed herewith:

    Exhibit No.   Description

         4.1      Specimen  certificate  representing  the  Common  Stock of the
                  Registrant (filed as Exhibit 4.1 to the Company's Registration
                  Statement on Form SB-2 [File No.  33-60248-B] and incorporated
                  herein by reference).

                                      II-2
4.2      Second  Restated  Certificate  of  Incorporation,  as amended,
                  (filed as Exhibit 3.1a to the Company's Registration Statement
                  on Form SB-2  [File No.  33-60248-B]  and as an exhibit to the
                  Company's Form 10-QSB dated November 13, 1995 each of which is
                  incorporated herein by reference.
         4.3      Restated  By-laws of Registrant  (filed as Exhibit 3.2a of the
                  Company's  Registration  Statement  on  Form  SB-2  [File  No.
                  33-60248-B] and incorporated herein by reference.
         4.4*     1997 Director Stock Option Plan.
         4.5*     Form of Director Stock Option Agreement.
         4.6*     Key Officer Non-Qualified Stock Option Agreement for Thomas L.
                  Massie.
         4.7*     Key Officer  Non-Qualified Stock Option Agreement for Brett A.
                  Moyer.
         4.8*     Key Officer  Non-Qualified Stock Option Agreement for Harry G.
                  Mitchell.
         5*       Opinion of  Sullivan &  Worcester  LLP  regarding  legality of
                  shares registered hereunder.
         23.1*    Consent  of  Wolf  &   Company,   P.C.,   independent   public
                  accountants.
         23.2*    Consent of Coopers & Lybrand L.L.P.
         23.3*    Consent of KPMG Peat Marwick LLP.
         23.4*    Consent of Sullivan & Worcester LLP (included in Exhibit 5).

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  this
    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)  (Section  230.424(b)  of 17  C.F.R.)  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; and

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

    provided,  however,  that  subparagraphs  (i) and  (ii) do not  apply if the
    information  required to be included in a post-effective  amendment by those
    paragraphs  is  contained in the periodic  reports  filed by the  Registrant
    pursuant to Section 13 or Section 15(d) of the  Securities  and Exchange Act
    of 1934 that are incorporated by reference in this 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 herein,
         and the offering of such  Securities at that time shall be deemed to be
         the initial bona fide offering thereof.

                                      II-3
(3)  To remove from registration by means of a post-effective  amendment any
         of the Shares 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 such Act and is, therefore, unenforceable.

(c) The undersigned registrant hereby undertakes that:

    (1) For purposes of  determining  any liability  under the Securities Act of
1933, the information  omitted from the form of prospectus filed as part of this
Registration  Statement  in reliance  upon Rule 430A and  contained in a form of
prospectus  filed by the  Company  pursuant to Rule  424(b)(1)  or (4) or 497(h)
under  the  Securities  Act  shall  be  deemed  to be part of this  Registration
Statement as of the time it was declared effective; and

     (2) For purposes of determining  any liability  under the Securities Act of
1933, each post-effective  amendment that contains a form of prospectus 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.

                                      II-4
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 Town of Sudbury, Commonwealth of Massachusetts,  on this 8th
day of August, 1997.

                                 FOCUS ENHANCEMENTS, INC.

                                 By:  /s/ Thomas L. Massie
                                      Thomas L. Massie
                                      Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Form S-8 relating to Common  Shares has been signed below by the  following
persons in the capacities and on the dates indicated.
Signature                                    Title                                  Date
/s/ Thomas L. Massie                       Chairman and Chief Executive                        August 8, 1997
Thomas L. Massie                           Officer (Principal Executive
                                           Officer)

/s/ Harry G. Mitchell                      Sr. Vice President, Chief Financial                 August 8, 1997
Harry G. Mitchell                          Officer and Treasurer (Principal
                                           Financial and Accounting Officer)

/s/ John C. Cavalier                       Director                                            August 8, 1997
John C. Cavalier

/s/ William B. Coldrick                    Director                                            August 8, 1997
William B. Coldrick

/s/ U. Haskell Crocker II                  Director                                            August 8, 1997
U. Haskell Crocker II

/s/ Timothy E. Mahoney                     Director                                            August 8, 1997
Timothy E. Mahoney

/s/ J. Daniel Shaver                       Director                                            August 8, 1997
J. Daniel Shaver
II-5