SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SAB CAPITAL ADVISORS LLC (Last) (First) (Middle) 712 FIFTH AVENUE, 42ND FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ACTION PERFORMANCE COMPANIES INC [ ATN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/06/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 par value per share ("Common Stock")	11/06/2003		S		1,060,000	D	$17.84	1,336,200	I(1)(7)	See Footnotes(1)(7)
Common Stock	11/06/2003		S		780,000	D	$17.93	556,200	I(2)(7)	See Footnotes(2)(7)
Common Stock	11/07/2003		S		134,000	D	$18.12	422,200	I(3)(7)	See Footnotes(3)(7)
Common Stock	11/07/2003		S		185,000	D	$17.91	237,200	I(4)(7)	See Footnotes(4)(7)
Common Stock	11/10/2003		S		194,000	D	$17.61	43,200	I(5)(7)	See Footnotes(5)(7)
Common Stock	11/10/2003		S		43,200	D	$17.7	0	I(6)(7)	See Footnotes(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SAB CAPITAL ADVISORS LLC (Last) (First) (Middle) 712 FIFTH AVENUE, 42ND FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAB CAPITAL PARTNERS LP (Last) (First) (Middle) 650 MADISON AVE 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAB CAPITAL PARTNERS II LP (Last) (First) (Middle) 712 FIFTH AVE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAB CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 650 MADISON, 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAB OVERSEAS CAPITAL MANAGEMENT LP (Last) (First) (Middle) 712 FIFTH AVE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BOMMER SCOTT A (Last) (First) (Middle) 712 FIFTH AVE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Common Stock to which this note relates are held directly by SAB Capital Partners, L.P., a Delaware limited partnership ("SAB"), as to 495,890 shares; SAB Capital Partners II, L.P., a Delaware limited partnership ("SAB II"), as to 12,458 shares; and SAB Overseas Fund, Ltd., a Cayman Islands exempted company ("SAB Overseas"), as to 551,652 shares.

2. The shares of Common Stock to which this note relates are held directly by SAB as to 364,573 shares, SAB II as to 9,185 shares and SAB Overseas as to 406,242 shares.

3. The shares of Common Stock to which this note relates are held directly by SAB as to 62,622 shares, SAB II as to 1,577 shares and SAB Overseas as to 69,801 shares.

4. The shares of Common Stock to which this note relates are held directly by SAB as to 86,473 shares, SAB II as to 2,179 shares and SAB Overseas as to 96,348 shares.

5. The shares of Common Stock to which this note relates are held directly by SAB as to 90,681 shares, SAB II as to 2,284 shares and SAB Overseas as to 101,035 shares.

6. The shares of Common Stock to which this note relates are held directly by SAB as to 20,192 shares, SAB II as to 509 shares and SAB Overseas as to 22,499 shares.

7. SAB Capital Advisors, L.L.C., a Delaware limited liability company (the "General Partner"), serves as the general partner of, and has investment discretion over the securities held by, SAB and SAB II. SAB Overseas Capital Management, L.P., a Delaware limited partnership (the "Investment Manager"), serves as investment manager to, and has investment discretion over the securities held by, SAB Overseas. SAB Capital Management, L.L.C. (the "IMGP") serves as the general partner to the Investment Manager. Scott A. Bommer is the managing member of the General Partner and IMGP.

	/s/ Scott A. Bommer, Managing Member of SAB Capital Advisors, L.L.C.	11/10/2003
	/s/ Scott A. Bommer, on behalf of SAB Capital Partners, L.P.	11/10/2003
	/s/ Scott A. Bommer, on behalf of SAB Capital Partners II, L.P.	11/10/2003
	/s/ Scott A. Bommer, Managing Member of SAB Capital Management, L.L.C.	11/10/2003
	/s/ Scott A. Bommer, on behalf of SAB Overseas Capital Management, L.P.	11/10/2003
	/s/ Scott A. Bommer	11/10/2003
	** Signature of Reporting Person	Date
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