ACTION PERFORMANCE COMPANIES INC
10-C, 1996-05-31
MISC DURABLE GOODS
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Form 10-C


Securities and Exchange Commission
Washington, DC  20549

Report by issuer  of  securities  quoted on The  Nasdaq  Stock  Market sm, filed
pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934 and Rule
13a-17 or 15d-17 thereunder.



General Instructions


A.  Form  10-C  shall  be used  for  reports  under  section  13 or 15(d) of the
Securities  Exchange  Act of 1934  filed  pursuant  to  Rule  13a-17  or  15d-17
thereunder.


B. Four  copies of each  report on this form shall be filed with the  Securities
and  Exchange  commission,   Attn:  Document  Control,  450  Fifth  Street,  NW,
Washington,  DC 20549. At least one of the copies filed shall be manually signed
by an officer of the issuer.  Unsigned  copies shall be conformed.  In addition,
one copy shall be furnished to The Nasdaq Stock Market,  Market Data  Integrity,
80  Merritt  Boulevard,  Trumbull,  Connecticut  06611 and to the  Nasdaq  Stock
Market, Nasdaq Regulatory Filing, 1735 K Street, NW, Washington, DC 20006-1500.


C. Each report shall be filed by an issuer upon being notified that any class of
its  securities is to be quoted on the Nasdaq  interdealer  quotation  system no
later  than 10 days  after the first  date on which any  aggregate  increase  or
decrease in the amount of  securities  of such class  outstanding  exceeds  five
percent of the amount of the class outstanding as last reported.  A report shall
also be  required  from any issuer  quoted on the system of any  corporate  name
change not later than 10 days after the change.


D. The  General  Rules and  Regulations  under the Act contain  certain  general
requirements  applicable  to reports  on any form.  These  general  requirements
should be carefully read and observed in the  preparation  and filing of reports
on this form.


E. The  Commission  does not furnish  blank  forms for its filing  requirements.
However,  copies of this  form may be  duplicated  in  reporting  the  requested
information.


F. Nothing  required by this form shall be  construed,  however,  to relieve any
issuer of any  obligations  to file any other report  required under this Act or
rules promulgated  thereunder with respect to changes set forth in instruction C
above.
<PAGE>
Form 10-C


Securities and Exchange Commission
Washington, DC  20549

Report by issuer  of  securities  quoted on The  Nasdaq  Stock  Market sm, filed
pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934 and Rule
13a-17 or 15d-17 thereunder.


EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER:
                                        Action Performance Companies, Inc.
                              --------------------------------------------------

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:
                                   2401 West First Street, Tempe, Arizona  85281
                              --------------------------------------------------

ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE):
                                                 (602) 894-0100
                              --------------------------------------------------
I.  Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1. Title of Security     Common Stock,  par value $.01 per share
                    ------------------------------------------------------------

2. Number of shares outstanding  before the change     5,744,236
                                                  ------------------------------

3. Number of shares  outstanding  after the change     11,488,472  
                                                   -----------------------------

4.  Effective  date of change      May 28,  1996 
                              --------------------------------------------------

5.  Method of change
                      Two-for-one  stock  split  effected  as a stock  dividend.
                     -----------------------------------------------------------

Specify  method  (such as merger,  acquisition,  exchange,  distribution,  stock
split, reverse split, acquisition of stock for treasury, etc.)   See above. 
                                                               -----------------

Give a brief description of transaction      See above.
                                        ----------------------------------------
II.  Change in Name of Issuer

1.  Name prior to change    Not applicable.
                         -------------------------------------------------------

2.  Name after change    Not applicable.
                      ----------------------------------------------------------

3.  Effective date of charter amendment changing name    Not applicable.
                                                      --------------------------

4.  Date of shareholder approval of change, if required    Not applicable.
                                                        ------------------------
<TABLE>
<CAPTION>
<S>                        <C>                                                                                      
May 31, 1996               /s/ Christopher S. Besing, Vice President and Chief Financial Officer
- ------------------------------------------------------------------------------------------------
DATE                                OFFICER'S SIGNATURE AND TITLE
</TABLE>


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