UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~May~~June 202, 2005

ACTION PERFORMANCE COMPANIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Arizona	0-21630	86-0704792
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1480 South Hohokam Drive, Tempe, Arizona		85281
(Address of Principal Executive Office)		(Zip Code)

(602) 337-3700


1480 South Hohokam Drive, Tempe, Arizona		85281

(Address of Principal Executive Office)		(Zip Code)

(602) 337-3700 (Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

		o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
		o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
		o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
		o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 51.0201. ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers;~~Agreement ~~Election~~Item of9.01. ~~Directors;~~Financial ~~Appointment~~Statements ofand ~~Principal~~Exhibits ~~Officers~~ SIGNATURES EX-10.1 EX-10.2 EX-10.3

Item 51.0201. ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers; Election of Directors; Appointment of Principal Officers~~Agreement

OnIn connection ~~May 20~~with the hiring of David Riddiford, ~~2005~~our Chief Financial Officer, and the promotion of Melodee Volosin to Chief Operating Officer, the Company agreed in principal that it would provide to each Mr. ~~Edward~~ ~~Bauman,~~Riddiford 80and Ms. Volosin a change of control severance agreement, with the terms and conditions to be negotiated and finalized at a ~~long-time~~later ~~Action~~date. ~~director~~Effective June 2, ~~resigned~~2005, ~~from~~we entered into Change of Control Severance Agreements with David Riddiford and Melodee Volosin. The Change of Control Severance Agreements provide for the ~~Board~~payment of severance benefits to these ~~Directors,~~officers ~~but~~upon ~~will~~certain ~~retain~~termination events following a change of control (as defined in the agreements). ~~title~~We also entered into a First Amendment to Employment Agreement with Fred Wagenhals, which provides for payment of ~~Director~~his ~~Emeritus~~severance benefits in a lump sum (as opposed to installments, as provided in his original agreement) upon certain termination events following a change of control (as defined in the Employment Agreement). The purpose of these changes to Mr. ~~Bauman~~ Wagenhals' Employment Agreement was ato ~~member~~conform ofthe payment provisions to be consistent with the ~~Audit~~provisions contained in ~~Committee~~the Change of Control and Severance Agreements entered into with David Riddiford and Melodee Volosin.

The description of the Change of Control Severance Agreements and First Amendment to Employment Agreement is not complete and is qualified in its entirety by the full text of such documents, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated by reference herein.

~~Table~~Item of9.01. ~~Contents~~Financial Statements and Exhibits

SIGNATURES

	(c)	Exhibits

	10.1	Change of Control Agreement Severance Agreement between David R. Riddiford and Action Performance Companies, Inc.

	10.2	Change of Control Agreement Severance Agreement between Melodee L. Volosin and Action Performance Companies, Inc.

	10.3	First Amendment to Employment Agreement between Fred W. Wagenhals and Action Performance Companies, Inc.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly~~2 ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

Dated: May 23, 2005
	ACTION PERFORMANCE COMPANIES, INC.
	/s/	David M. Riddiford
	By:	David M. Riddiford
		Chief Financial Officer, Secretary and Treasurer

3SIGNATURES

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 hereunto duly authorized.

Dated: June 6, 2005


		ACTION PERFORMANCE COMPANIES, INC.

		/s/		David M. Riddiford

		By:		David M. Riddiford
				Chief Financial Officer, Secretary and Treasurer

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