8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    Form 8-K




                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934




         Date of Report (Date of earliest event reported): March 5, 1998




                       ACTION PERFORMANCE COMPANIES, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)



           ARIZONA                      1-11866                 86-0704792
- ------------------------------    ---------------------    ---------------------
       (State or other            (Commission File No.)    (IRS Employer ID No.)
jurisdiction of incorporation)



                  4707 E. Baseline Road, Phoenix, Arizona 85040
                  ---------------------------------------------
               (Address of principal executive office) (Zip Code)



       Registrant's telephone number, including area code: (602) 337-3700

Item 7.  Financial Statements, Pro Forma Financial Information, and Exhibits.

               (a)  Financial Statements.

                    Not applicable.

               (b)  Pro Forma Financial Information.

                    Not applicable.

               (c)  Exhibits.

                    Exhibit 99.    Press  Release  dated  March  5,  1998  filed
                                   pursuant to Rule 135(c) under the  Securities
                                   Act of 1933, as amended.
                                        2

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

March 9, 1998                      ACTION PERFORMANCE COMPANIES, INC.



                                   By:/s/ Christopher S. Besing
                                      -----------------------------------------
                                      Christopher S. Besing
                                      Vice President and Chief Financial Officer
                                        3

EX-99

                                   Exhibit 99


ACTION
PERFORMANCE COMPANIES, INC.

CONTACTS:         Christopher Besing              Fred Wagenhals
                  Chief Financial Officer         Chairman, President and CEO
                  (602) 337-3703                  (602) 337-3710

                  Eugene G. Heller/Glenn Schoenfeld
                  Silverman Heller Associates
                  (310) 208-2550

FOR IMMEDIATE RELEASE
- ---------------------

                ACTION PERFORMANCE ANNOUNCES PROPOSED $75 MILLION
               PRIVATE PLACEMENT OF CONVERTIBLE SUBORDINATED NOTES

PHOENIX,  Arizona (March 5, 1998) -- Action Performance Companies,  Inc. (Nasdaq
NM: ACTN) today  announced  that,  subject to market and other  conditions,  the
Company intends to raise $75 million  (excluding  proceeds of the over-allotment
option, if any) through a private placement of convertible  subordinated  notes.
The notes  will be sold  within the United  States to  institutional  accredited
investors and qualified  institutional  buyers, and outside the United States to
non-U.S. investors.

         It is  contemplated  that the notes will have a term of seven years and
be convertible into Action  Performance common stock. The Company stated that it
intends to use the net proceeds of the offering for general corporate  purposes,
including possible future acquisitions.

         The securities  offered will not be registered under the Securities Act
of 1933, as amended, or applicable state securities laws, and may not be offered
or sold in the United States absent  registration  under the  Securities  Act of
1933, as amended,  and applicable state securities laws or available  exemptions
from  registration.  This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the notes.

         Action  Performance  Companies,  Inc.  is the  leader  in  the  design,
marketing and  distribution of licensed  motorsports  merchandise.  Its products
include a broad range of motorsports-related  apparel,  souvenirs,  die-cast car
replica collectibles and other memorabilia.  The Company markets and distributes
products  through a variety of channels,  including  the  120,000-member  Racing
Collectables  Club of America  (RCCA),  trackside at racing events,  mass retail
department  stores,  and a nationwide  wholesale network of approximately  5,000
specialty dealers and distributors.

ACTION ANNOUNCES PROPOSED $75 MILLION PRIVATE PLACEMENT/2


         The Company from time to time makes  forward-looking  statements in its
public  disclosures.  Important  risks and  uncertainties  that could  cause the
Company's   results  to  differ   materially   from  those   contained  in  such
forward-looking  statements  are  detailed  in the  Company's  filings  with the
Securities  and Exchange  Commission,  including the Company's  Annual Report on
Form 10-K for the year ended September 30, 1997.