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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                   FORM 10-K/A
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[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 or 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
                                           -----------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ to _______


                        Commission File Number 000-21657
                                  SKYMALL, INC.
             (Exact name of Registrant as specified in its charter)

            Nevada                                               86-0651100
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                  1520 East Pima Street, Phoenix, Arizona 85034
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (602) 254-9777
                                                           --------------
        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, .001 par value

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     On June 19,  1998,  the  aggregate  market  value of Common  Stock  held by
non-affiliates  of the Registrant was approximately  $12,739,960.  The aggregate
market  value was based on the closing  price of Common Stock as reported by the
Nasdaq Stock Market's National Market.

     At June 19,  1998,  the  number  of  shares  of  Common  Stock  issued  and
outstanding   was  8,514,600  and  there  were  no  shares  of  Preferred  Stock
outstanding.

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                                EXPLANATORY NOTE

SkyMall,  Inc. (the  "Company") has prepared this Amendment to Form 10-K for the
purpose of filing with the  Securities  and Exchange  Commission  the Consent of
Independent Public Accountants as an exhibit, which is submitted  herewith,  and
no  amendments to the  Form 10-K with the exception of such exhibit are intended
to be effected hereby.


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                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the registrant has duly caused this report on Form 10-K/A
to be signed on its behalf by the undersigned,  thereunto duly authorized,  this
24th day of June, 1998. 

                                             SkyMall, Inc.


                                             By     /s/ Robert M. Worsley
                                                -----------------------------
                                                     Robert M. Worsley
                                                        President


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints ROBERT M. WORSLEY and DARRYL S. BAKER,  and each
of them, his true and lawful  attorneys-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 to this Form 10-K/A Annual
Report, 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 and about the premises,  as fully and 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 his substitute or substitutes,  may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report on Form 10-K has been signed below by the following  persons on behalf of
the registrant and in the capacities and on the dates indicated:

        SIGNATURE                       TITLE                         DATE
--------------------------    ---------------------------        ---------------

                              Chairman of the Board,
/s/Robert M. Worsley          President (Chief Executive
--------------------------    Officer)                            June 24, 1998
Robert M. Worsley
                              
/s/Darryl S. Baker            Controller
--------------------------    (Principal Accounting Officer)      June 24, 1998
Darryl S. Baker

            *                 Director                            June 24, 1998
--------------------------
Alan C. Ashton

            *                 Director                            June 24, 1998
--------------------------
Lyle R. Knight

            *                 Director                            June 24, 1998
--------------------------
Thomas J. Litle IV

            *                 Director                            June 24, 1998
--------------------------
Randy Petersen

* By Power of Attorney

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                                    EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT                                                                         PAGE NUMBER OR
NUMBER                             DESCRIPTION                                  METHOD OF FILING
------------------------------------------------------------------------------------------------
<S>      <C>                                                                    <C>
 3.1a    Articles of Incorporation of Registrant ...............................       **
 3.1b    Certificate of Amendment to Articles of Incorporation .................       **
 3.2     Bylaws of Registrant ..................................................       **
 4.1     Amended Certificate of Designation for Preferred Stock ................       **
 4.2     Form of Common Stock Certificate ......................................       **
 4.3     Form of Representative's Warrant Agreement ............................       **
10.1     Employment Agreement between Robert M. Worsley and  SkyMall, Inc. .....       **
10.2     Form of Airline Customer Services Agreement ...........................       **
10.2a    Schedule of Omitted Material Terms from Material Airline
           Customer Services Agreement .........................................       **
10.2b    Airline Customer Services Agreement between SkyMall, Inc. and
           Continental Airlines, Inc., dated January 1, 1992, as amended .......       **
10.2c    Airline Customer Services Agreement between SkyMall, Inc. and
           United Airlines, Inc., dated May 1, 1992 ............................       **
10.5     Form of Tax Indemnification Agreement .................................       **
10.6     SkyMall, Inc. 1994 Stock Option Plan, as amended ......................       **
10.7     Non-Employee Director Stock Option Plan ...............................       **
10.8a    Lease Agreement between Pasqualetti Properties, Inc. and
           Smitty's Super Valu, Inc. dated June 24, 1960 .......................       **
10.8b    Agreement between Rose Pasqualetti Perkins, Amos Pasqualetti,
           Anthony Pasqualetti, Ben Pasqualetti and Smitty's Super Valu, Inc.
           dated March 2, 1961 .................................................       **
10.8c    Addendum to Lease between Amos Pasqualetti, Ben S. Pasqualetti,
           Rose Pasqualetti Jenkins, Estate of Anthony J. Pasqualetti and
           Smitty's Super Valu, Inc. dated May 11, 1966 ........................       **
10.8d    Sublease between Schwan Brothers Properties and Smitty's Super
           Valu, Inc. dated August 1, 1984 .....................................       **
10.8e    Lease Amending Agreement between Smitty's Super Valu, Inc., Pasquo
           Investments, and Amos Pasqualetti and Victoria McFarland
           dated October 1, 1984 ...............................................       **
10.8f    Addendum to Sublease between Smitty's Super Valu, Inc. and Schwan 
           Brothers Properties dated January 1, 1985 ...........................       **
10.8g    Assignment of Sublease from Pima Partners to SkyMall, Inc. dated
           July 12, 1990 .......................................................       **
11       Statement Re: Computation of per share earnings .......................      N/A
21       Subsidiaries of Registrant... .........................................      N/A
23.1     Consent of Accountants.................................................        *
25.1     Powers of Attorney ....................................................      S-1
27       Financial Data Schedule................................................      ***


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  *      Filed herewith.
 **      Incorporated by reference to Form S-1 Registration  Statement (File No. 333-14539).
***      Incorporated by reference to Form 10-K filed March 25, 1998.
</TABLE>


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