S-8

     As filed with the Securities and Exchange Commission on April 6, 2004

Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

ACTION PERFORMANCE COMPANIES, INC.

(Exact name of Registrant as specified in its charter)

Arizona	86-0704792
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1480 South Hohokam Drive
Tempe, Arizona 85281

(Address of Principal Executive Offices)(Zip Code)

Options to Purchase Common Stock

(Full Title of the Plan)

Fred W. Wagenhals
Chairman of the Board, President, and Chief Executive Officer
1480 South Hohokam Drive, Tempe, Arizona 85281
(602) 337-3700

(Name, Address, and Telephone number, Including Area Code, of Agent for Service)

Copies to:

Robert S. Kant, Esq.
Scott K. Weiss, Esq.
Greenberg Traurig, LLP
2375 E. Camelback Road, Suite 700
Phoenix, Arizona 85016
(602) 445-8000

This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will begin as soon as reasonably practicable after such effective date.

CALCULATION OF REGISTRATION FEE

		Proposed maximum		Proposed maximum
Title of Securities	Amount to be	offering price per		aggregate offering		Amount of
to be Registered	registered(1)	share		price		registration fee(2)
Common Stock, par value $0.01 per share	80,000 Shares	$	26.68	$	2,134,400	$	270

(1) Represents shares of common stock issuable upon exercise of stock options pursuant to stock option agreements. This Registration Statement shall also cover any additional shares of common stock that become issuable under the stock option agreements by reason of any stock dividend, stock split, recapitalization, or any other similar transaction without receipt of consideration which results in an increase in the number of outstanding shares of common stock of Action Performance Companies, Inc.

(2) A filing fee of $22,240 was previously paid in connection with a registration statement (Reg. No. 333-82315) filed during July 1999 by goracing.com, Inc., a wholly owned subsidiary of the Registrant, relating to the registration of $80,000,000 aggregate amount of securities that was withdrawn during January 2000. Pursuant to Rule 457(p), the entire registration fee is being applied against the previously paid filing fee in connection with the filing of this Registration Statement. After the application of this registration fee, the balance remaining is $20,997.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
Exhibit 5
Exhibit 10.72
Exhibit 23.2
Exhibit 23.3

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Action Performance Companies, Inc. (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 latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the latest prospectus filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), that contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed;
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the document referred to in (a) above; and
(c)	The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-11866) filed with the Commission on February 11, 2002.

     All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14, or 15(d) of 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.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     The firm of Greenberg Traurig LLP, Phoenix, Arizona, has acted as counsel for the Registrant in the preparation of this Registration Statement. As of March 31, 2004, shareholders of such firm beneficially owned a total of 14,000 shares of the Registrant’s Common Stock.

Item 6. Indemnification of Directors and Officers

     The Registrant’s Amended and Restated Articles of Incorporation (the “Restated Articles”) require the Registrant to indemnify and advance expenses to any person who incurs liability or expense by reason of such person acting as a director of the Corporation, to the fullest extent allowed by the Arizona Business Corporation Act (the “Business Corporation Act”). This indemnification is mandatory with respect to directors in all circumstances in which indemnification is permitted by the Business Corporation Act, subject to the requirements of the Business Corporation Act. In addition, the Registrant may, in its sole discretion, indemnify and advance expenses, to the fullest extent allowed by the Business Corporation Act, to any person who incurs liability or expense by reason of such person acting as an officer, employee or agent of the Registrant, except where indemnification is mandatory pursuant to the Business Corporation Act, in which case the Registrant is required to indemnify to the fullest extent required by the Business Corporation Act. The effect of these provisions is described below.

Required Indemnification

     The Restated Articles and the Business Corporation Act require the Registrant to indemnify all “Outside Directors,” as defined below, and officers of the Registrant who are not directors against “liability,” as defined below. The Restated Articles and the Business Corporation Act also require the Registrant to indemnify against

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reasonable “expenses,” as defined below, any director who is the prevailing party in the defense of any proceeding to which the director is a party because such person is or was a director of the Registrant. In addition, the Business Corporation Act requires the Registrant to pay expenses to Outside Directors in advance of a final disposition of the proceeding if (1) the director furnishes to the Registrant a written affirmation (an “Affirmation”) of his or her good faith belief that (i) his or her conduct was in good faith, (ii) he or she reasonably believed that the conduct was in the best interests of the Registrant or at least not opposed to the Registrant’s best interests, and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe the conduct was unlawful (the “Standard of Conduct”), and (2) the director provides the Registrant with a written undertaking (an “Undertaking”) to repay the advance if it ultimately is determined that the director did not meet the Standard of Conduct. However, the Business Corporation Act prohibits the Registrant from advancing expenses to an Outside Director if a court determines before payment that the director failed to meet the Standard of Conduct and a court does not otherwise authorize indemnification.

     The Restated Articles and the Business Corporation Act also require the Registrant to indemnify a director who is not an Outside Director against liability, but only if the Registrant is authorized in the specific case after a determination has been made by either (a) a majority of the members of the Board of Directors who are not at the time parties to the proceeding, (b) special legal counsel, or (c) the shareholders of the Registrant (excluding shares owned by or voted under the control of directors who are at the time parties to the proceeding) that the director has met the Standard of Conduct (a “Determination”). In addition, the Business Corporation Act prohibits the Registrant from indemnifying a director who is not an Outside Director in connection with a proceeding by or in the right of the Registrant in which the director is adjudged liable to the Registrant, or in connection with a proceeding in which the director was adjudged liable on the basis that the director improperly received a personal benefit. As permitted by the Business Corporation Act, the Restated Articles also require the Registrant to pay for or reimburse the reasonable expenses of a director who is not an Outside Director in advance of the final disposition of a proceeding if the director furnishes the Registrant with an Affirmation, an Undertaking, and a Determination is made that the facts then known to the persons making the Determination would not preclude indemnification under the Business Corporation Act.

Optional Indemnification

     Except for situations where the Registrant is required to indemnify its officers who are not also directors against liability, as described above, the Restated Articles and the Business Corporation Act permit the Registrant, in its sole discretion, to indemnify against liability and advance expenses to any officer, employee, or agent who is not a director to the same extent as to a director. However, the Business Corporation Act prohibits the Registrant from indemnifying such persons against liability unless a Determination is made that indemnification is permissible because the person has met the Standard of Conduct. The Business Corporation Act permits the Registrant to pay for or reimburse expenses to an officer, employee, or agent who is not a director in advance of a final disposition of the proceeding, but only if the person furnishes to the Registrant an Affirmation and an Undertaking, and a Determination is made that the facts then known to the persons making the Determination would not otherwise preclude indemnification.

Court Ordered Indemnification

     The Restated Articles and the Business Corporation Act permit a director or officer of the Registrant to apply to a court for indemnification, in which case the court may, subject to certain conditions, order the Registrant to indemnify such person for part or all of the person’s liability and expenses.

Definitions

     The Business Corporation Act defines “Outside Director” to mean a director who, when serving as a director, was not an officer, employee or holder of more than 5% of the outstanding shares of any class of stock of the Registrant. “Liability” under the Business Corporation Act means the obligation to pay a judgment, settlement, penalty or fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding and includes obligations and expenses that have not yet been paid by the indemnified person but that have been or may be incurred. The Business Corporation Act defines “expenses” as attorney fees and other costs and expenses reasonably related to a proceeding.

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Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

Exhibit
Number	Exhibit
5	Opinion and consent of Greenberg Traurig, LLP
10.72	Form of Non-Qualified Stock Option Agreement for Chris Leong, April Leong, and Ken Leong
23.1	Consent of Greenberg Traurig, LLP (contained in Exhibit 5)
23.2	Consent of PricewaterhouseCoopers LLP
23.3	Notice Regarding Consent of Arthur Andersen LLP
24	Power of Attorney (included on page II.4 of this Registration Statement)

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 to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

          (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 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 at the termination of the offering.

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

     C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Tempe, State of Arizona, on this 1st day of April, 2004.

ACTION PERFORMANCE COMPANIES, INC.
By:	/s/ Fred W. Wagenhals
	Fred W. Wagenhals, Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Fred W. Wagenhals and R. David Martin and each of them, as his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Position	Date
/s/ Fred W. Wagenhals Fred W. Wagenhals	Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)	April 1, 2004
/s/ R. David Martin R. David Martin	Chief Financial Officer, Secretary, Treasurer, and Director (Principal Financial and Accounting Officer)	April 1, 2004
/s/ Melodee L. Volosin Melodee L. Volosin	Executive Vice President – Sales and Director	April 1, 2004
/s/ Herbert M. Baum Herbert M. Baum	Director	April 1, 2004
/s/ Edward J. Bauman Edward J. Bauman	Director	April 1, 2004
/s/ Roy A. Herberger, Jr. Roy A. Herberger, Jr.	Director	April 1, 2004
/s/ Robert L. Matthews Robert L. Matthews	Director	April 1, 2004
/s/ Lowell L. Robertson Lowell L. Robertson	Director	April 1, 2004

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EXHIBIT INDEX

Exhibit
Number	Exhibit
5	Opinion and consent of Greenberg Traurig, LLP
10.72	Form of Non-Qualified Stock Option Agreement for Chris Leong, April Leong, and Ken Leong
23.1	Consent of Greenberg Traurig, LLP (contained in Exhibit 5)
23.2	Consent of PricewaterhouseCoopers LLP
23.3	Notice Regarding Consent of Arthur Andersen LLP
24	Power of Attorney (included on page II-4 of this Registration Statement)

EX-5

EXHIBIT 5

[LETTERHEAD OF GREENBERG TRAURIG, LLP]

April 2, 2004

Action Performance Companies, Inc.
1480 South Hohokam Drive
Tempe, Arizona 85281

Re: Registration Statement on Form S-8 Action Performance Companies, Inc.

Ladies and Gentlemen:

     As legal counsel to Action Performance Companies, Inc., an Arizona corporation (the “Company”), we have assisted in the preparation of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on or about April 5, 2004 in connection with the registration under the Securities Act of 1933, as amended, of 80,000 shares of the Company’s common stock, par value $0.01 per share, (the “Common Stock”) issuable upon the exercise of certain stock options. The shares of Common Stock issuable upon the exercise of options are referred to as the “Shares.” The facts, as we understand them, are set forth in the Registration Statement.

     With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following:

     A. The Amended and Restated Articles of Incorporation of the Company, as filed with the Arizona Corporation Commission, as amended through the date hereof;

     B. The Bylaws of the Company, as amended through the date hereof;

     C. Unanimous Written Consent of the Board of Directors of the Company reserving the Shares for issuance upon the exercise of options; and

     D. The Registration Statement.

Action Performance Companies, Inc.
April 2, 2004
Page 2

     Subject to the assumptions that (i) the documents and signatures examined by us are genuine and authentic, and (ii) the persons executing the documents examined by us have the legal capacity to execute such documents, and subject to the further limitations and qualifications set forth below, it is our opinion that the Shares, when issued upon the exercise of the options, will be validly issued, fully paid, and nonassessable.

     Please be advised that we are members of the State Bar of Arizona, and our opinion is limited to the legality of matters under the laws of the State of Arizona and federal securities laws. Further, our opinion is based solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.

     We hereby expressly consent to any reference to our firm in the Registration Statement, inclusion of this Opinion as an exhibit to the Registration Statement, and to the filing of this Opinion with any other appropriate governmental agency.

Very truly yours,

/s/ Greenberg Traurig, LLP

EX-10.72

Exhibit 10.72

ACTION PERFORMANCE COMPANIES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT

     THIS NON-QUALIFIED STOCK OPTION AGREEMENT is made as of the Grant Date, as set forth on the attached Exhibit A, by and between Action Performance Companies, Inc., an Arizona corporation (the “Company”), and the person named as the Optionholder (the “Optionholder”) on the attached Exhibit A.

     The Company contemplates that Optionholder will be a key person associated with the Company, and the Company considers it desirable and in its best interest that Optionholder be given a material inducement to be hired by the Company by acquiring a proprietary interest in the Company as an added incentive to advance the interest of the Company by possessing an option to purchase the Company’s common stock, par value $.01 per share (the “Common Stock”). For purposes of this Agreement, the term “Company” includes any parent or subsidiary of the Company as defined in Section 424 of the Internal Revenue Code of 1986, as amended (the “Code”).

     NOW, THEREFORE, it is agreed by and between the parties as follows:

     1. Grant of Option. The Company hereby grants to Optionholder, as of the grant date (the “Grant Date”) specified in the attached Exhibit A, the right, privilege, and option (“Option”) to purchase shares of Common Stock as set forth on the attached Exhibit A (the “Optioned Shares”). The Option is intended to be a Non-Qualified Stock Option.

     2. Option Price. The option price (the “Option Price”) as determined by the Plan Administrator is set forth on the attached Exhibit A, which price has been determined by the Company’s Board of Directors (the “Board”) to be not less than 100% of the fair market value per share of the Common Stock on the Grant Date of this Option.

     3. Vesting of Option.

          (a) Vesting Schedule. The vesting schedule shall be as set forth on Exhibit A hereto.

          (b) Acceleration. The Board may, by resolution adopted after the Grant Date in its sole and absolute discretion, allow the Option to be exercised on an accelerated basis.

     4. Exercise of Option. The Option issued hereunder shall be exercisable by written notice to the Company, addressed to the Company at its principal place of business, in accordance with the terms of this Option Agreement. Such notice shall state the election to exercise the Option and the number of shares with respect to which it is being exercised, and shall be signed by the Optionholder. Such notice shall be accompanied by payment in full of the exercise price for the number of shares being purchased. Payment may be made in cash or by check or, if then permitted by the Board, by tendering duly endorsed certificates representing shares of Common Stock then owned by the Optionholder and held for the requisite period necessary to avoid a charge to the Company’s earnings and valued at fair market value on the date of exercise. Upon the exercise of the Option, the Company shall deliver, or cause to be delivered, to the Optionholder a certificate or certificates representing the shares of Common Stock purchased upon such exercise as soon as practicable after payment for those shares has been received by the Company. If the Option is exercised pursuant to Section 10 hereof by any person other than the Optionholder, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All shares that are purchased and paid for in full upon the exercise of the Option shall be fully paid and non-assessable.

     5. Stock Lock-up. The Optionholder hereby agrees that, at the request of the Company, the Optionholder (or in the case of the Optionholder’s death, his or her successors) shall agree not to sell or otherwise transfer any acquired Optioned Shares during any stock lock-up period agreed to by the Company and any underwriter associated with a public offering of Common Stock.

     6. Termination of Option. The Option, to the extent not previously exercised, shall terminate upon the first to occur of the date that is (a) three months after termination of the Optionholder’s service with the Company or any parent or subsidiary of the Company, unless due to death or Disability (as defined in Section

22(e)(3) of the Code); (b) one year after termination of service due to death or Disability; or (c) ten years after the Grant Date. Notwithstanding the foregoing (i) if the Optionholder’s service is terminated by the Company in its good faith judgment, for (A) commission of a crime by the Optionholder or for reasons involving moral turpitude; (B) an act by the Optionholder which tends to bring the Company into disrepute; or (C) negligent, fraudulent, or willful misconduct by the Optionholder, or (ii) if after the service of the Optionholder is terminated, the Optionholder commits acts detrimental to the Company’s interests, then the Option shall thereafter be void for all purposes.

     7. No Privilege of Stock Ownership. The holder of the Option granted hereunder shall not have any of the rights of a shareholder with respect to the Optioned Shares until such Optionholder shall have exercised the Option, paid the Option Price, and received a stock certificate for the purchased shares of Common Stock.

     8. Liability of the Company. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to this Agreement shall relieve the Company of any liability with respect to the nonissuance or sale of the Common Stock as to which such approval shall not have been obtained. The Company, however, shall use its best efforts to obtain all such approvals.

     9. No Employment or Service Contract. Nothing in this Agreement shall confer upon the Optionholder any right to continue in the service of the Company (or any parent or subsidiary corporation of the Company employing or retaining Optionholder) for any period of time or to interfere with or otherwise restrict in any way the rights of the Company (or any parent or subsidiary corporation of the Company employing or retaining Optionholder) or the Optionholder, which rights are hereby expressly reserved by each, to terminate the service of Optionholder at any time for any reason whatsoever, with or without cause.

     10. Assignability. Unless the Optionholder has received written consent of the Board, neither this Option nor any rights or privileges conferred hereby shall be assignable or transferable by the Optionholder other than by will or by the laws of descent and distribution, and this Option shall be exercisable only by Optionholder during the Optionholder’s lifetime. Upon the death of Optionholder, the rights of the successors to Optionholder shall be limited as set forth in this Agreement.

     11. Binding Affect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns.

     12. Compliance With Laws and Regulations; Securities Matters.

          (a) The exercise of this Option and the issuance of the Common Stock upon such exercise shall be subject to compliance by the Company and the Optionholder with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange or trading market on which the shares of the Common Stock may be listed at the time of such exercise and issuance. In connection with the exercise of this Option, Optionholder shall execute and deliver to the Company such representations in writing as may be requested by the Company in order for it to comply with applicable requirements of federal and state securities laws.

          (b) The Option granted hereunder may be exercised by the Optionholder only if (i) the shares of Common Stock which are to be issued upon such exercise are registered under the Securities Act of 1933, as amended (the “1933 Act”) and any and all other applicable securities laws, or (ii) the Company, upon advice of counsel, determines that the issuance of the shares of Common Stock upon the exercise of the Option is exempt from registration requirements.

          (c) The Company is under no obligation to register, under the 1933 Act or any other applicable securities laws, any of the shares of Common Stock to be issued to the Optionholder upon the exercise of the Option or to take any action which would make available any exemption from registration. If the shares to be issued to the Optionholder upon the exercise of the Option have not been registered under the 1933 Act and all other applicable securities laws, those shares will be “restricted securities” within the meaning of Rule 144 under the 1933 Act and must be held indefinitely without any transfer, sale, or other disposition unless (a) the shares are

2

subsequently registered under the 1933 Act and all other applicable securities laws, or (b) the Optionholder obtains an opinion of counsel which is satisfactory to counsel for the Company that the shares may be sold in reliance on an exemption from registration requirements. In the event that the shares to be issued upon exercise of the Option are “restricted securities,” the certificates representing shares of Common Stock issued upon exercise of an Option shall be endorsed with a legend reading substantially as follows:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE “RESTRICTED SECURITIES” AS DEFINED BY RULE 144 UNDER THAT ACT. THE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR, IN LIEU THEREOF, AN OPINION OF COUNSEL FOR THIS COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THAT ACT.

     13. Withholding Taxes; Other Deductions. The Company shall have the right to deduct from any settlement of the Option, including the delivery or vesting of shares (a) an amount sufficient to cover withholding as required by law for any federal, state, or local taxes, and (b) any amounts due from the Optionholder to the Company or to any subsidiary or parent of the Company or to take such other action as may be necessary to satisfy any such withholding or other obligations, including withholding from any other cash amounts due or to become due from the Company to the Optionholder an amount equal to such taxes or obligations.

     14. Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company in care of the Company’s Secretary at its principal corporate offices. Any notice required to be given or delivered to Optionholder shall be addressed to the address indicated on Exhibit A. All notices shall be deemed to have been given or delivered upon personal delivery or upon deposit in the U.S. mail, postage prepaid, and properly addressed to the party to be notified.

     15. Board Decisions. All decisions of the Board with respect to any question or issue arising under this Agreement shall be conclusive and binding on all persons having an interest in this Option.

     IN WITNESS WHEREOF the parties hereto have executed this Agreement or caused it to be executed as of the Grant Date.

Action Performance Companies, Inc.

By:

Its:

Optionholder

Printed Name:

Social Security Number:

3

EXHIBIT A

Name of Optionholder:
Address of Optionholder:
Grant Date:
Option Price per Share:	$         per share
Number of Non-qualified Optioned Shares:
Vesting Schedule:

A-1

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 3, 2003 relating to the financial statements and financial statement schedule, which appears in Action Performance Companies, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2003.

/s/ PricewaterhouseCoopers LLP

Phoenix, Arizona,
April 1, 2004

EX-23.3

EXHIBIT 23.3

NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

     Section 11(a) of the Securities Act of 1933, as amended (the “Securities Act”), provides that if any part of a registration statement at the time such part becomes effective contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report, or valuation, which purports to have been prepared or certified by the accountant.

     On March 18, 2002, Action Performance Companies, Inc. (the “Company”) dismissed Arthur Andersen LLP (“Andersen”) as its independent auditor and on March 22, 2002 appointed PricewaterhouseCoopers LLP as the Company’s new independent public auditor. After reasonable efforts, the Company has been unable to obtain Andersen’s written consent to the incorporation by reference in this registration statement of Andersen’s report dated December 19, 2001 appearing in the Company’s Form 10-K for the fiscal year ended September 30, 2001, and to all references to Andersen included in this registration statement.

     Under these circumstances, Rule 437a of the Securities Act permits the Company to file this Form S-8 without a written consent from Andersen. Accordingly, Andersen will not be liable to those persons purchasing the shares registered under this registration statement, under Section 11(a) of the Securities Act because Andersen has not consented to the incorporation by reference in this registration statement of its report dated December 19, 2001 appearing in the Company’s Form 10-K for the fiscal year ended September 30, 2001. The Company believes, however, that other persons who are liable under Section 11(a) of the Securities Act, including the Company’s officers and directors, may still rely on Anderson’s audit reports as being made by an expert under the due diligence defense provision of Section 11(b) of the Securities Act. The law in this area remains unsettled, however, and no assurances can be given that a court will find such reliance to be justified.