SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934


                For the quarterly period ended December 31, 1997

                         Commission file number 0-21630


                       ACTION PERFORMANCE COMPANIES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         ARIZONA                                         86-0704792
------------------------                    ------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              4707 E. Baseline Road
                                Phoenix, AZ 85040
                                 (602) 337-3700
    ------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                        of principal executive offices)




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
                                      ---   ---

As of  February  10,  1998,  there  were  outstanding  16,034,044  shares of the
registrant's Common Stock, par value $.01 per share.
<PAGE>
           PART II - OTHER INFORMATION

           ITEM 6.  Exhibits and Reports on Form 8-K

                     (a)    Exhibits

                            10.51  Asset Purchase Agreement dated as of December
                                   19,   1997   between    Action    Performance
                                   Companies, Inc. and Revell-Monogram, Inc. (1)
                            11.1   Computation of Basic Earnings Per Share*
                            11.2   Computation of Diluted Earnings Per Share*
                            27     Financial Data Schedule*
                            27.2   Restated Financial Data Schedule
                            27.3   Restated Financial Data Schedule

                     ---------------
                            *      Previously filed

                     (1)    Incorporated   by   reference   to   the   Company's
                            Registration Statement on Form S-3 (Registration No.
                            333-45991),   as  filed  with  the   Securities  and
                            Exchange Commission on February 10, 1998.

                     (b)    Reports on Form 8-K

                            Not applicable
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<PAGE>
                                   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, thereunto duly authorized.

                       ACTION PERFORMANCE COMPANIES, INC.

<TABLE>
<CAPTION>
Signature                               Capacity                                       Date
---------                               --------                                       ----

<S>                               <C>                                                <C> 
/s/ Fred W. Wagenhals             Chairman of the Board, President, and              May 22, 1998
-------------------------         Chief Executive Officer
Fred W. Wagenhals                 (Principal Executive Officer)
                               
                               
/s/ Christopher S. Besing         Vice President, Chief Financial Officer,           May 22, 1998
-------------------------         Treasurer, and Director
Christopher S. Besing             (Principal Financial and Accounting Officer)
</TABLE>
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