As filed with the Securities and Exchange Commission on 
January 19, 1996
                            Registration No. 33-



                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


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

                    SHARPER IMAGE CORPORATION
      (Exact name of registrant as specified in its charter)

        Delaware                              94-2493558
(State or other jurisdiction       (IRS Employer Identification No.)
of incorporation or organization)

                         650 Davis Street
                 San Francisco, California 94111
       (Address of principal executive offices) (Zip Code) 


                    SHARPER IMAGE CORPORATION
           1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                        STOCK OPTION PLAN
                    (Full title of the Plans)

                        Richard Thalheimer
                     Chief Executive Officer
                    Sharper Image Corporation
        650 Davis Street, San Francisco, California 94111
              (Name and address of agent for service)
                          (415) 445-6000
   (Telephone number, including area code, of agent for service)


                 CALCULATION OF REGISTRATION FEE

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

                                   Proposed      Proposed
Title of                           Maximum       Maximum
Securities            Amount       Offering      Aggregate    Amount of
  to be                to be        Price        Offering     Registration
Registered         Registered(1) per Share(2)    Price            Fee
----------         ------------- --------------  ---------        ---

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

Options to Purchase   50,000         N/A          N/A            N\A
Common
Stock (1994
Non-Employee
Director Stock
Option Plan)


Common Stock,
$0.01 par value       50,000         $4.875      $  243,750      $   84.05
(1994 Non-Employee
Director
Stock Option Plan)

Options to Purchase  750,000         N\A          N\A            N\A
Common Stock
(Stock Option Plan)

Common Stock,
$0.01 par value      750,000         $4.875      $3,656,250      $1,260.77
(Stock Option Plan)

<PAGE>



(1) This  Registration  Statement shall also cover any additional
shares of  Common  Stock  which  become  issuable  under the 1994
Non-Employee Director Stock Option Plan and the Stock Option Plan
by reason of any stock dividend, stock split, recapitalization or
other  similar  transaction   effected  without  the  receipt  of
consideration  which  results in an increase in the number of the
outstanding shares of Common Stock of Sharper Image Corporation.

(2)  Calculated  solely for purposes of this offering  under Rule
457(h) of the Securities Act of 1933, as amended, on the basis of
the high and low  selling  price  per  share of  Common  Stock of
Sharper Image  Corporation  on January 12, 1996 as reported by
the Nasdaq National Market.


                               2.

<PAGE>



                             PART II

        Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

          Sharper Image  Corporation  (the  "Registrant")  hereby
incorporates  by reference into this  Registration  Statement the
following  documents  previously  filed with the  Securities  and
Exchange Commission (the "Commission"):

          a. The  Registrant's Annual Report on Form 10-K for the  
fiscal year ended  January 31, 1995 filed with the Commission  on 
April 27, 1995;

          b. (1) The Registrant's Quarterly  Report on  Form 10-Q
for the fiscal quarter ended April 30, 1995;

             (2) The Registrant's Quarterly  Report on Form  10-Q
for the fiscal quarter ended July 31, 1995;

             (3) The Registrant's Quarterly  Report on Form  10-Q
for the fiscal quarter ended October 31, 1995;

          c.  The Registrant's Annual Report on Form 11-K for the
period ended December 31, 1994; and

         d. The Registrant's  Registration Statement  No. 0-15827 
on Form 8-A filed  with the  Commission on  May 6, 1987  in which 
there is described the terms, rights and provisions applicable to
the Registrant's outstanding Common Stock.

          All  reports  and   definitive   proxy  or  information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "1934 Act")
after the date of this  Registration  Statement  and prior to the
filing of a  post-effective  amendment  which  indicates that all
securities offered hereby have been sold or which deregisters all
securities   then   remaining   unsold  shall  be  deemed  to  be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.

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

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Not applicable.

<PAGE>

Item 6.  Indemnification of Directors and Officers

          Article VII, Section 6, of the Bylaws of the Registrant
permits  indemnification  of  directors,  officers and  employees
within the  limitations  permitted  by Section 145 of the General
Corporation Law of Delaware.

          As  permitted  by Section 102 of the  Delaware  General
Corporation  Law, the  Registrant's  Certificate of Incorporation
contains  provisions  eliminating a director's personal liability
for  monetary  damages  to the  Registrant  and its  stockholders
arising from a breach of a director's  fiduciary  duty except for
(i)  liability   under  Section  174  of  the  Delaware   General
Corporation  Law,  (ii)  any  breach  of the  director's  duty of
loyalty  to the  Registrant  or its   stockholders,  (iii) acts or
omissions not  in    good  faith  or  which  involve   intentional 
misconduct  or a  knowing  violation  of  the  law   or  (iv)  any
transaction  from  which the director derived an improper  personal
benefit.

          The   Registrant   has   entered   into    supplemental
indemnification  agreements with directors and certain  officers.
These agreements provide  substantially  broader indemnity rights
than those provided  under the Delaware law and the  Registrant's
Bylaws.

          Under  the  indemnification  agreements,  indemnity  is
provided to such officers or directors  with respect to judgments
and amounts paid in settlement of actions brought against them by
or on behalf of the  Registrant  (except under the  circumstances
noted  above),  while  indemnification,  under  Delaware  law, is
generally permitted only with respect to the expenses incurred in
connection with such actions.  Also,  under Delaware law, amounts
may be paid as indemnity, and litigation expenses may be advanced
during  the  course  of an  action,  if the  individual  claiming
indemnity meets certain specified standards of conduct. Under the
indemnification  agreements,  a determination that a director has
met these standards is not required for such indemnity,  although
the  indemnification  agreement  excludes  indemnity  for conduct
which  is  adjudged  to  be  knowingly  fraudulent,  deliberately
dishonest or to constitute  willful  misconduct.  With respect to
expenses  incurred during the course of an action,  such expenses
would  be paid by the  Registrant,  subject  to the  individual's
agreement  in the  indemnification  agreement  to  reimburse  the
Registrant if it is ultimately  determined that the individual is
not entitled to indemnity as to those  expenses.  With respect to
expenses  incurred,  the  director  would be  entitled  under the
indemnification  agreement  to the same rights as are provided in
the Bylaws discussed above.

          The indemnification agreements are not intended to deny
or otherwise  limit  third-party or derivative  suits against the
Registrant  or its  directors,  but to the extent a director were
entitled to indemnity or contribution  under the  indemnification
agreement,  the financial  burden of a third-party  suit would be
borne by the  Registrant,  and the  Registrant  would not benefit
from derivative recoveries against the directors. Such recoveries
would accrue to the benefit of the Registrant but would be offset
by  the  Registrant's  obligations  to  the  director  under  the
indemnification agreement.

Item 7.  Exemption from Registration Claimed

          Not applicable.

Item 8.  Exhibits

Exhibit       
Number       Exhibit
------       -------

   4         Instruments Defining Rights of Stockholders.
             Reference is made to Registrant's
             Registration Statement No. 0-15827 on Form 8-A which
             is incorporated herein by reference
             pursuant to Item 3(d) of this Registration
             Statement.
   5         Opinion and Consent of Brobeck, Phleger & Harrison LLP.

                                     II-2.
<PAGE>

  23.1       Consent of Deloitte & Touche LLP, Independent
             Auditors.
  23.2       Consent of Brobeck, Phleger & Harrison LLP is contained
             in Exhibit 5.
  24         Power of Attorney.  Reference is made to page II-4
             of this Registration Statement.
  99.1       Sharper Image Corporation 1994 Non-Employee Director
             Stock Option Plan.
  99.2       Form of Notice of Grant of Automatic Stock Option -
             Initial Grant.
  99.3       Form of Notice of Grant of Automatic Stock Option -
             Annual Grant.
  99.4       Form of Stock Option Agreement.
  99.5       Sharper Image Corporation Stock Option Plan.
  99.6       Form of Notice of Grant and Stock Option Agreement
             (incorporated by reference to
             Exhibit No. 28.2 of Registration Statement No.
             33-55614 on Form S-8 filed with the Commission on 
             December 11, 1992).


                                 II-3.
<PAGE>



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, as amended ("1933 Act"),  (ii) to reflect
in the prospectus any facts or events arising after the effective
date  of  this   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,  and (iii) to include any
material information with respect to the plan of distribution not
previously  disclosed  in  this  Registration  Statement  or  any
material  change  to  such   information  in  this   Registration
Statement;  provided,  however,  that clauses  (1)(i) and (1)(ii)
shall not apply if the  information  required to be included in a
post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed by the Registrant  pursuant to Section 13
or  Section  15(d)  of the 1934  Act  that  are  incorporated  by
reference  into  this  Registration  Statement;  (2) that for the
purpose of  determining  any  liability  under the 1933 Act, each
such  post-effective  amendment  shall  be  deemed  to  be a  new
registration   statement   relating  to  the  securities  offered
therein,  and the offering of such  securities at that time shall
be deemed to be the initial bona fide offering  thereof;  and (3)
to  remove  from   registration  by  means  of  a  post-effective
amendment any of the  securities  being  registered  which remain
unsold upon the termination of the Registrant's 1994 Non-Employee
Director Stock Option Plan and/or Stock Option Plan.

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

          C. Insofar as indemnification  for liabilities  arising
under the 1933 Act may be  permitted  to  directors,  officers or
controlling  persons of the Registrant  pursuant to the indemnity
provisions summarized in Item 6 or otherwise,  the Registrant has
been  informed  that  in  the  opinion  of  the  Commission  such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by such director,  officer or controlling
person in connection with the securities  being  registered,  the
Registrant will,  unless in the opinion of its counsel the matter
has been settled by controlling  precedent,  submit to a court of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against  public  policy as expressed in
the 1933 Act and will be  governed by the final  adjudication  of
such issue.


                               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 City of San Francisco, State of
California, on this 17th day of January, 1996.


                               SHARPER IMAGE CORPORATION



                               By: RICHARD THALHEIMER
                                   ------------------------
                                   Richard Thalheimer
                                   Chairman of the Board and
                                   Chief Executive Officer


                           EXHIBIT 24


                        POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Sharper Image
Corporation,  a Delaware  corporation,  do hereby  constitute and
appoint  Richard  Thalheimer and Tracy Wan, and each of them, the
lawful attorneys-in-fact and agents with full power and authority
to do any and all  acts and  things  and to  execute  any and all
instruments  which said  attorneys and agents,  and either one of
them,  determine  may be  necessary  or  advisable or required to
enable  said  corporation  to comply with the  Securities  Act of
1933, as amended,  and any  regulations  or  requirements  of the
Securities  and  Exchange  Commission  in  connection  with  this
Registration  Statement.  Without  limiting the generality of the
foregoing  power and authority,  the powers  granted  include the
power and authority to sign the names of the undersigned officers
and  directors  in  the  capacities   indicated   below  to  this
Registration   Statement,   to  any  and  all  amendments,   both
pre-effective  and   post-effective,   and  supplements  to  this
Registration  Statement,  and  to  any  and  all  instruments  or
documents   filed  as  part  of  or  in  conjunction   with  this
Registration  Statement or amendments or supplements thereof, and
each of the  undersigned  hereby  ratifies and confirms  that all
said attorneys and agents,  or either of them,  shall do or cause
to be done by virtue hereof. This Power of Attorney may be signed
in several counterparts.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed
this Power of Attorney as of the date indicated.

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


Signature              Title                   Date
---------              -----                   ----



RICHARD THALHEIMER
------------------    Chairman of the Board   January 17, 1996
Richard Thalheimer     and Chief Executive
                       Officer (Principal
                       Executive Officer)


                                II-5.
<PAGE>



Signature              Title                   Date
---------              -----                   ----


TRACY WAN              Senior Vice President,   January 17, 1996
-------------------    Chief Financial Officer
Tracy Wan              and Secretary (Principal
                       Financial and Accounting
                       Officer



ELYSE ENG THALHEIMER   Director                 January 17, 1996
--------------------
Elyse Eng Thalheimer



ALAN R. THALHEIMER     Director                 January 17, 1996
--------------------
Alan R. Thalheimer



LAWRENCE W. FELDMAN    Director                 January 17, 1996
--------------------
Lawrence W. Feldman



MAURICE W. GREGG       Director                  January 17, 1996
--------------------
Maurice Gregg



J. GARY SHANSBY        Director                  January 17, 1996
-------------------
J. Gary Shansby


                                     II-6.
<PAGE>



















                SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.



                             EXHIBITS

                                TO

                             FORM S-8

                              UNDER

                      SECURITIES ACT OF 1933


                    SHARPER IMAGE CORPORATION




<PAGE>



                          EXHIBIT INDEX


Exhibit
Number         Exhibit
------         -------

  4            Instruments Defining Rights of Stockholders.
               Reference is made to Registrant's Registration
               Statement No. 0-15827 on Form 8-A which is
               incorporated herein by reference pursuant to Item
               3(d) of this Registration Statement.
  5            Opinion and Consent of Brobeck, Phleger &
               Harrison LLP.
  23.1         Consent of Deloitte & Touche LLP, Independent
               Auditors.
  23.2         Consent of Brobeck, Phleger & Harrison LLP is
               contained in Exhibit 5.
  24           Power of Attorney.  Reference is made to page II-5
               of this Registration Statement.
  99.1         Sharper Image Corporation 1994 Non-Employee
               Director Stock Option Plan.
  99.2         Form of Notice of Grant of Automatic Stock Option
               - Initial Grant.
  99.3         Form of Notice of Grant of Automatic Stock Option
               - Annual Grant.
  99.4         Form of Stock Option Agreement.
  99.5         Sharper Image Corporation Stock Option Plan.
  99.6         Form of Notice of Grant and Stock Option Agreement
               (incorporated by reference to Exhibit No. 28.2
               of Registration Statement No. 33-55614 on Form S-8 
               filed with the Commission on December 11, 1992).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20190}]
{"company-data": {"conformed-name": "SHARPER IMAGE CORP", "cik": "0000811696", "assigned-sic": "5940", "irs-number": "942493558", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00327", "film-number": "96505691"}, "business-address": {"street1": "650 DAVIS ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4154456000"}, "mail-address": {"street2": "650 DAVIS STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111"}}
As filed with the Securities and Exchange Commission on 
January 19, 1996
                            Registration No. 33-

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

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

                    SHARPER IMAGE CORPORATION
      (Exact name of registrant as specified in its charter)

        Delaware                              94-2493558
(State or other jurisdiction       (IRS Employer Identification No.)
of incorporation or organization)

                         650 Davis Street
                 San Francisco, California 94111
       (Address of principal executive offices) (Zip Code) 

                    SHARPER IMAGE CORPORATION
           1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                        STOCK OPTION PLAN
                    (Full title of the Plans)

                        Richard Thalheimer
                     Chief Executive Officer
                    Sharper Image Corporation
        650 Davis Street, San Francisco, California 94111
              (Name and address of agent for service)
                          (415) 445-6000
   (Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

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

                                   Proposed      Proposed
Title of                           Maximum       Maximum
Securities            Amount       Offering      Aggregate    Amount of
  to be                to be        Price        Offering     Registration
Registered         Registered(1) per Share(2)    Price            Fee
----------         ------------- --------------  ---------        ---

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

Options to Purchase   50,000         N/A          N/A            N\A
Common
Stock (1994
Non-Employee
Director Stock
Option Plan)

Common Stock,
$0.01 par value       50,000         $4.875      $  243,750      $   84.05
(1994 Non-Employee
Director
Stock Option Plan)

Options to Purchase  750,000         N\A          N\A            N\A
Common Stock
(Stock Option Plan)

Common Stock,
$0.01 par value      750,000         $4.875      $3,656,250      $1,260.77
(Stock Option Plan)
(1) This  Registration  Statement shall also cover any additional
shares of  Common  Stock  which  become  issuable  under the 1994
Non-Employee Director Stock Option Plan and the Stock Option Plan
by reason of any stock dividend, stock split, recapitalization or
other  similar  transaction   effected  without  the  receipt  of
consideration  which  results in an increase in the number of the
outstanding shares of Common Stock of Sharper Image Corporation.

(2)  Calculated  solely for purposes of this offering  under Rule
457(h) of the Securities Act of 1933, as amended, on the basis of
the high and low  selling  price  per  share of  Common  Stock of
Sharper Image  Corporation  on January 12, 1996 as reported by
the Nasdaq National Market.

                               2.
PART II

        Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

          Sharper Image  Corporation  (the  "Registrant")  hereby
incorporates  by reference into this  Registration  Statement the
following  documents  previously  filed with the  Securities  and
Exchange Commission (the "Commission"):

          a. The  Registrant's Annual Report on Form 10-K for the  
fiscal year ended  January 31, 1995 filed with the Commission  on 
April 27, 1995;

          b. (1) The Registrant's Quarterly  Report on  Form 10-Q
for the fiscal quarter ended April 30, 1995;

             (2) The Registrant's Quarterly  Report on Form  10-Q
for the fiscal quarter ended July 31, 1995;

             (3) The Registrant's Quarterly  Report on Form  10-Q
for the fiscal quarter ended October 31, 1995;

          c.  The Registrant's Annual Report on Form 11-K for the
period ended December 31, 1994; and

         d. The Registrant's  Registration Statement  No. 0-15827 
on Form 8-A filed  with the  Commission on  May 6, 1987  in which 
there is described the terms, rights and provisions applicable to
the Registrant's outstanding Common Stock.

          All  reports  and   definitive   proxy  or  information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "1934 Act")
after the date of this  Registration  Statement  and prior to the
filing of a  post-effective  amendment  which  indicates that all
securities offered hereby have been sold or which deregisters all
securities   then   remaining   unsold  shall  be  deemed  to  be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.

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

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Not applicable.
Item 6.  Indemnification of Directors and Officers

          Article VII, Section 6, of the Bylaws of the Registrant
permits  indemnification  of  directors,  officers and  employees
within the  limitations  permitted  by Section 145 of the General
Corporation Law of Delaware.

          As  permitted  by Section 102 of the  Delaware  General
Corporation  Law, the  Registrant's  Certificate of Incorporation
contains  provisions  eliminating a director's personal liability
for  monetary  damages  to the  Registrant  and its  stockholders
arising from a breach of a director's  fiduciary  duty except for
(i)  liability   under  Section  174  of  the  Delaware   General
Corporation  Law,  (ii)  any  breach  of the  director's  duty of
loyalty  to the  Registrant  or its   stockholders,  (iii) acts or
omissions not  in    good  faith  or  which  involve   intentional 
misconduct  or a  knowing  violation  of  the  law   or  (iv)  any
transaction  from  which the director derived an improper  personal
benefit.

          The   Registrant   has   entered   into    supplemental
indemnification  agreements with directors and certain  officers.
These agreements provide  substantially  broader indemnity rights
than those provided  under the Delaware law and the  Registrant's
Bylaws.

          Under  the  indemnification  agreements,  indemnity  is
provided to such officers or directors  with respect to judgments
and amounts paid in settlement of actions brought against them by
or on behalf of the  Registrant  (except under the  circumstances
noted  above),  while  indemnification,  under  Delaware  law, is
generally permitted only with respect to the expenses incurred in
connection with such actions.  Also,  under Delaware law, amounts
may be paid as indemnity, and litigation expenses may be advanced
during  the  course  of an  action,  if the  individual  claiming
indemnity meets certain specified standards of conduct. Under the
indemnification  agreements,  a determination that a director has
met these standards is not required for such indemnity,  although
the  indemnification  agreement  excludes  indemnity  for conduct
which  is  adjudged  to  be  knowingly  fraudulent,  deliberately
dishonest or to constitute  willful  misconduct.  With respect to
expenses  incurred during the course of an action,  such expenses
would  be paid by the  Registrant,  subject  to the  individual's
agreement  in the  indemnification  agreement  to  reimburse  the
Registrant if it is ultimately  determined that the individual is
not entitled to indemnity as to those  expenses.  With respect to
expenses  incurred,  the  director  would be  entitled  under the
indemnification  agreement  to the same rights as are provided in
the Bylaws discussed above.

          The indemnification agreements are not intended to deny
or otherwise  limit  third-party or derivative  suits against the
Registrant  or its  directors,  but to the extent a director were
entitled to indemnity or contribution  under the  indemnification
agreement,  the financial  burden of a third-party  suit would be
borne by the  Registrant,  and the  Registrant  would not benefit
from derivative recoveries against the directors. Such recoveries
would accrue to the benefit of the Registrant but would be offset
by  the  Registrant's  obligations  to  the  director  under  the
indemnification agreement.

Item 7.  Exemption from Registration Claimed

          Not applicable.

Item 8.  Exhibits

Exhibit       
Number       Exhibit
------       -------

   4         Instruments Defining Rights of Stockholders.
             Reference is made to Registrant's
             Registration Statement No. 0-15827 on Form 8-A which
             is incorporated herein by reference
             pursuant to Item 3(d) of this Registration
             Statement.
   5         Opinion and Consent of Brobeck, Phleger & Harrison LLP.

                                     II-2.
23.1       Consent of Deloitte & Touche LLP, Independent
             Auditors.
  23.2       Consent of Brobeck, Phleger & Harrison LLP is contained
             in Exhibit 5.
  24         Power of Attorney.  Reference is made to page II-4
             of this Registration Statement.
  99.1       Sharper Image Corporation 1994 Non-Employee Director
             Stock Option Plan.
  99.2       Form of Notice of Grant of Automatic Stock Option -
             Initial Grant.
  99.3       Form of Notice of Grant of Automatic Stock Option -
             Annual Grant.
  99.4       Form of Stock Option Agreement.
  99.5       Sharper Image Corporation Stock Option Plan.
  99.6       Form of Notice of Grant and Stock Option Agreement
             (incorporated by reference to
             Exhibit No. 28.2 of Registration Statement No.
             33-55614 on Form S-8 filed with the Commission on 
             December 11, 1992).

                                 II-3.
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, as amended ("1933 Act"),  (ii) to reflect
in the prospectus any facts or events arising after the effective
date  of  this   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,  and (iii) to include any
material information with respect to the plan of distribution not
previously  disclosed  in  this  Registration  Statement  or  any
material  change  to  such   information  in  this   Registration
Statement;  provided,  however,  that clauses  (1)(i) and (1)(ii)
shall not apply if the  information  required to be included in a
post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed by the Registrant  pursuant to Section 13
or  Section  15(d)  of the 1934  Act  that  are  incorporated  by
reference  into  this  Registration  Statement;  (2) that for the
purpose of  determining  any  liability  under the 1933 Act, each
such  post-effective  amendment  shall  be  deemed  to  be a  new
registration   statement   relating  to  the  securities  offered
therein,  and the offering of such  securities at that time shall
be deemed to be the initial bona fide offering  thereof;  and (3)
to  remove  from   registration  by  means  of  a  post-effective
amendment any of the  securities  being  registered  which remain
unsold upon the termination of the Registrant's 1994 Non-Employee
Director Stock Option Plan and/or Stock Option Plan.

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

          C. Insofar as indemnification  for liabilities  arising
under the 1933 Act may be  permitted  to  directors,  officers or
controlling  persons of the Registrant  pursuant to the indemnity
provisions summarized in Item 6 or otherwise,  the Registrant has
been  informed  that  in  the  opinion  of  the  Commission  such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by such director,  officer or controlling
person in connection with the securities  being  registered,  the
Registrant will,  unless in the opinion of its counsel the matter
has been settled by controlling  precedent,  submit to a court of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against  public  policy as expressed in
the 1933 Act and will be  governed by the final  adjudication  of
such issue.

                               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 City of San Francisco, State of
California, on this 17th day of January, 1996.

                               SHARPER IMAGE CORPORATION

                               By: RICHARD THALHEIMER
                                   ------------------------
                                   Richard Thalheimer
                                   Chairman of the Board and
                                   Chief Executive Officer

                           EXHIBIT 24

                        POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Sharper Image
Corporation,  a Delaware  corporation,  do hereby  constitute and
appoint  Richard  Thalheimer and Tracy Wan, and each of them, the
lawful attorneys-in-fact and agents with full power and authority
to do any and all  acts and  things  and to  execute  any and all
instruments  which said  attorneys and agents,  and either one of
them,  determine  may be  necessary  or  advisable or required to
enable  said  corporation  to comply with the  Securities  Act of
1933, as amended,  and any  regulations  or  requirements  of the
Securities  and  Exchange  Commission  in  connection  with  this
Registration  Statement.  Without  limiting the generality of the
foregoing  power and authority,  the powers  granted  include the
power and authority to sign the names of the undersigned officers
and  directors  in  the  capacities   indicated   below  to  this
Registration   Statement,   to  any  and  all  amendments,   both
pre-effective  and   post-effective,   and  supplements  to  this
Registration  Statement,  and  to  any  and  all  instruments  or
documents   filed  as  part  of  or  in  conjunction   with  this
Registration  Statement or amendments or supplements thereof, and
each of the  undersigned  hereby  ratifies and confirms  that all
said attorneys and agents,  or either of them,  shall do or cause
to be done by virtue hereof. This Power of Attorney may be signed
in several counterparts.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed
this Power of Attorney as of the date indicated.

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

Signature              Title                   Date
---------              -----                   ----

RICHARD THALHEIMER
------------------    Chairman of the Board   January 17, 1996
Richard Thalheimer     and Chief Executive
                       Officer (Principal
                       Executive Officer)

                                II-5.
Signature              Title                   Date
---------              -----                   ----

TRACY WAN              Senior Vice President,   January 17, 1996
-------------------    Chief Financial Officer
Tracy Wan              and Secretary (Principal
                       Financial and Accounting
                       Officer

ELYSE ENG THALHEIMER   Director                 January 17, 1996
--------------------
Elyse Eng Thalheimer

ALAN R. THALHEIMER     Director                 January 17, 1996
--------------------
Alan R. Thalheimer

LAWRENCE W. FELDMAN    Director                 January 17, 1996
--------------------
Lawrence W. Feldman

MAURICE W. GREGG       Director                  January 17, 1996
--------------------
Maurice Gregg

J. GARY SHANSBY        Director                  January 17, 1996
-------------------
J. Gary Shansby

                                     II-6.
SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.

                             EXHIBITS

                                TO

                             FORM S-8

                              UNDER

                      SECURITIES ACT OF 1933

                    SHARPER IMAGE CORPORATION
EXHIBIT INDEX

Exhibit
Number         Exhibit
------         -------

  4            Instruments Defining Rights of Stockholders.
               Reference is made to Registrant's Registration
               Statement No. 0-15827 on Form 8-A which is
               incorporated herein by reference pursuant to Item
               3(d) of this Registration Statement.
  5            Opinion and Consent of Brobeck, Phleger &
               Harrison LLP.
  23.1         Consent of Deloitte & Touche LLP, Independent
               Auditors.
  23.2         Consent of Brobeck, Phleger & Harrison LLP is
               contained in Exhibit 5.
  24           Power of Attorney.  Reference is made to page II-5
               of this Registration Statement.
  99.1         Sharper Image Corporation 1994 Non-Employee
               Director Stock Option Plan.
  99.2         Form of Notice of Grant of Automatic Stock Option
               - Initial Grant.
  99.3         Form of Notice of Grant of Automatic Stock Option
               - Annual Grant.
  99.4         Form of Stock Option Agreement.
  99.5         Sharper Image Corporation Stock Option Plan.
  99.6         Form of Notice of Grant and Stock Option Agreement
               (incorporated by reference to Exhibit No. 28.2
               of Registration Statement No. 33-55614 on Form S-8 
               filed with the Commission on December 11, 1992).