As filed with the Securities and Exchange Commission
                      on February 9, 2004.

                              Registration No. 333-______________

=================================================================

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                    _________________________

                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                    _________________________

                        ADAMS GOLF, INC.
     (Exact name of Registrant as specified in its charter)




                Delaware                    75-2320087
     ------------------------------  ------------------------
     (State or other jurisdiction       (I.R.S. Employer
           of Incorporation            Identification No.)

     300 Delaware Avenue, Suite 572
          Wilmington, Delaware                 19801
     ------------------------------  ------------------------
         (Address of Principal              (Zip Code)
          Executive Offices)


                 -------------------------------

                   2002 EQUITY INCENTIVE PLAN
                   (Full title of the plan(s))


                 -------------------------------



                                              Copy to:

             Eric Logan                Joseph A. Hoffman, Esq.
          Adams Golf, Ltd.                ANDREWS KURTH LLP
       2801 East Plano Parkway      1717 Main Street, Suite 3700
         Plano, Texas 75074             Dallas, Texas  75201
           (972) 673-9000                  (214) 659-4593
        (Name and address of
          agent for service)



                         (302) 427-5892
             (Telephone number, including area code,
                      of agent for service)
                    _________________________

                 CALCULATION OF REGISTRATION FEE
===========================================================================

                                                 Proposed
     Title of                    Proposed        Proposed
    Securities     Amount to      Maximum         Maximum       Amount of
       to be          be      Offering Price     Aggregate     Registration
    Registered    Registered     Per Share     Offering Price       Fee
   ------------   ----------  --------------   --------------  ------------
   Common Stock    6,653,481      $0.98 (2)     $6,520,411(2)    $826.14
    $0.001 par     shares(1)
       value

===========================================================================

     (1)  The securities to be registered represent shares of
Common Stock reserved for issuance under the Adams Golf, Inc.
2002 Equity Incentive Plan (the "Plan").  Pursuant to Rule 416,
shares of Common Stock issuable pursuant to the exercise of
options granted under the Plan in order to prevent dilution
resulting from any future stock split, stock dividend or similar
transaction are also being registered hereunder.

     (2)  Estimated pursuant to Rule 457(h) solely for the
purpose of calculating the registration fee.  The maximum
proposed offering price at which unissued options may be
exercised under the Plan (6,653,481 shares of Common Stock) is
$6,520,411 calculated on the basis of the average of the high and
low sale price per share of Common Stock as quoted on the over-the-
counter bulletin board on February 2, 2004, ($0.98), in
accordance with Rule 457(c).

==============================================================


<PAGE>

                             Part I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual
          Information.*

  *  Information required by Part I to be contained in the
     Section 10(a) Prospectus is omitted from the Registration
     Statement in accordance with Rule 428 under the Securities
     Act of 1933, as amended (the "Securities Act"), and the Note
     to Part I of Form S-8.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     Adams Golf, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents
previously filed or to be filed with the Securities and Exchange
Commission (the "Commission"):

     (a)  the Company's Annual Report on Form 10-K for the year
          ended December 31, 2002, filed with the Commission on
          April 1, 2003;

     (b)  the Company's Quarterly Report on Form 10-Q for the
          fiscal quarter ended March 31, 2003 filed with the
          Commission on May 7, 2003, the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended June
          30, 2003 filed with the Commission on August 6, 2003,
          and the Company's Quarterly Report on Form 10-Q for the
          Fiscal Quarter ended September 30, 2003 filed with the
          Commission on November 12, 2003;

     (c)  the description of the Company's common stock, par
          value $0.001 per share (the "Common Stock"), contained
          in the Company's Registration Statement on Form S-1
          (File No. 333-51715), including any amendment or report
          filed for the purpose of updating such description; and

     (d)  all documents filed by the Company with the Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Securities Exchange Act of 1934, as amended, subsequent
          to the date of this Registration Statement shall be
          deemed to be incorporated herein by reference and to be
          a part hereof from the date of filing of such documents
          until such time as there shall have been filed a post-
          effective amendment that indicates that all securities
          offered under the Registration Statement have been sold
          or that deregisters all securities remaining unsold at
          the time of the amendment.

     Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that the statement contained herein or in
any subsequently filed document that also is or is deemed to be
incorporated by reference herein, or in any document forming any
part of the Section 10(a) Prospectus to be delivered to
participants in connection with, modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.



                               -2-

<PAGE>

Item 6.   Indemnification of Directors and Officers.

     Article VII of the Company's Certificate of Incorporation
provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the Delaware General
Corporation Law ("DGCL").

     Section 145 of DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or
agents against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or
proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees and agents, acted
in good faith and in manner they reasonably believe to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful. In a derivative
action (i.e., one by or in the right of the corporation),
indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents
in connection with the defense or settlement of any action or
suit, and only with respect to a matter as to which they shall
have acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such persons have
been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought
shall determine upon application that the defendant directors,
officers, employees or agent are fairly and reasonably entitled
to indemnify for such expenses, despite such adjudication of
liability.

     Section 102(b)(7) of the DGCL permits a corporation
organized under Delaware law to eliminate or limit the personal
liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director
subject to certain limitations. Article IX of the Certificate of
Incorporation includes the following provision:

          "A director of this corporation shall not be personally
     liable to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, except
     for liability (i) for any breach of the directors' duty of
     loyalty to the corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii)
     under Section 174 of the DGCL or (iv) for any transaction
     from which the director derived an improper personal
     benefit.  If the DGCL is hereafter amended to authorize
     corporate action further eliminating or limiting the
     personal liability of directors, then the liability of a
     director of the corporation shall be eliminated or limited
     to the fullest extent permitted by the DGCL, as so amended.
     Any repeal or modification of the foregoing provisions of
     this Article IX by the stockholders of the corporation shall
     not adversely affect any right or protection of a director
     of the corporation existing at the time of such repeal or
     modification."

     Article XI of the Company's Bylaws further provides for the
indemnification of, and advancement of expenses to, its officers
and directors in certain circumstances.

     We maintain liability insurance for our directors and
officers covering, subject to certain exceptions, any actual or
alleged negligent act, error, omission, misstatement, misleading
statement, neglect or breach of duty by such directors or
officers, individually or collectively, in the discharge of their
duties in their capacity as directors or officers of our company.

Item 7.   Exemption from Registration Claimed.

     Not applicable.



                               -3-

<PAGE>

Item 8.   Exhibits.

     (a)  Exhibits.

      Exhibit  Description
     --------  -----------------------------------------------
       4.1     Adams Golf 2002 Equity Incentive Plan (the
               "Plan") (incorporated by reference to Exhibit
               10.6 of the Registrant's Current Report on Form
               8-K/A filed with the Commission on December 26,
               2001).

       4.2     Form of Stock Option Agreement under 2002 Equity
               Incentive Plan of Adams Golf, Inc. (filed
               herewith).

       5.1     Opinion of Andrews & Kurth LLP (filed herewith)

      23.1     Consent of Andrews & Kurth LLP (included in
               their opinion filed as Exhibit 5.1) (filed
               herewith)

      23.2     Consent of KPMG LLP (filed herewith)



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:  (i) to include any prospectus
     required by Section 10(a)(3) of the Securities Act of 1933;
     (ii) to reflect in the prospectus any facts or events
     arising after the effective date of the registration
     statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the
     registration statement; and (iii) 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; provided, however, that clauses (i) and (ii) do
     not apply if the information required to be included in a
     post-effective amendment by those clauses is contained in
     periodic reports filed by the Registrant pursuant to Section
     13 or 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference 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.

          (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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in 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 and 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 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 Act and will be governed by the final adjudication of such
issue.

                    [Signature Page Follows]



                               -4-

<PAGE>

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all 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 Plano in the State of Texas, on
February 9, 2004.

                              ADAMS GOLF, INC.


                              By:  /s/ B.H. (Barney) Adams
                                   ---------------------------
                                   B.H. (Barney) Adams
                                   Chairman of the Board

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on February 9,
2004.

            Signature                          Title
------------------------------  ------------------------------------

By: /s/ B.H. (Barney) Adams     Chairman of the Board
    --------------------------
    B. H. (Barney) Adams


By: /s/ Oliver G. Brewer III    Chief Executive Officer, President
    --------------------------   and Director
    Oliver G. Brewer III


By: /s/ Eric Logan              Chief Financial Officer (Principal
    --------------------------   Accounting Officer)
    Eric Logan


By: /s/ Mark R. Mulvoy          Director
    --------------------------
    Mark R. Mulvoy


By: /s/ Paul F. Brown           Director
    --------------------------
    Paul F. Brown


By: /s/ Stephen R. Patchin      Director
    --------------------------
    Stephen R. Patchin



                               -5-

<PAGE>



                          EXHIBIT INDEX

      Exhibit  Description
      -------  -----------------------------------------------
        4.1    Adams Golf 2002 Equity Incentive Plan (the
               "Plan") (incorporated by reference to Exhibit
               10.6 of the Registrant's Current Report on Form
               8-K/A filed with the Commission on December 26,
               2001).

        4.2    Form of Stock Option Agreement under 2002 Equity
               Incentive Plan of Adams Golf, Inc. (filed
               herewith).

        5.1    Opinion of Andrews & Kurth LLP (filed herewith)

       23.1    Consent of Andrews & Kurth LLP (included in
               their opinion filed as Exhibit 5.1) (filed
               herewith)

       23.2    Consent of KPMG LLP (filed herewith)