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

                             FORM 8-A

        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                      Innotrac Corporation
      ------------------------------------------------------
      (Exact name of registrant as specified in its charter)



       Georgia                                  58-1592285
- -----------------------------------------------------------------
(State of incorporation or organization)     (I.R.S. Employer
                                             Identification No.)

  1828 Meca Way, Norcross, Georgia                30093
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(Address of principal executive offices)        (ZIP Code)


Securities to be registered pursuant to Section 12(b) of the Act:


      Title of each class          Name of each exchange on which
      to be so registered          each class is to be registered

               N/A                                N/A
- -------------------------          ------------------------------


If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box.


If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box.  /x/

Securities Act Registration Statement file number to which this
Form relates (if applicable):  333-42373.

Securities to be registered pursuant to Section 12(g) of the Act:

             Common Stock, par value $0.10 per share
- -----------------------------------------------------------------
                         (Title of Class)

Series A Participating Cumulative Preferred Stock Purchase Rights
- -----------------------------------------------------------------
                         (Title of Class)



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ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

          Incorporated herein by reference is the description of
          Common Stock and Series A Participating Cumulative
          Preferred Stock Purchase Rights set forth under the
          heading "Description of Capital Stock" contained in the
          Registrant's Registration Statement on Form S-1
          (Registration No. 333-42373) under the Securities Act
          of 1933, as amended, initially filed on December 16,
          1997, as amended (the  Registration Statement ).

ITEM 2.   EXHIBITS.

    3.1   Amended and Restated Articles of Incorporation of the
          Registrant (incorporated herein by reference to Exhibit
          3.1 to the Registrant's Registration Statement).

    3.2   Amended and Restated Bylaws of the Registrant
          (incorporated herein by reference to Exhibit 3.2 to the
          Registrant's Registration Statement.

    4.1   Form of Common Stock Certificate of the Registrant, par
          value $0.10 per share (incorporated herein by reference
          to Exhibit 4.1 to the Registrant's Registration
          Statement).

    4.2   Rights Agreement between the Registrant and Reliance
          Trust Company as Rights Agent, dated as of December 31,
          1997, together with exhibits, including the Form of
          Board Resolutions Establishing and Designating Preferred
          Stock, Form of Rights Certificate and Summary
          Description of the Shareholder Rights Plan
          (incorporated herein by reference to Exhibit 4.2 to the
          Registrant's Registration Statement).

      Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.


April 3, 1998                      INNOTRAC CORPORATION
                                   --------------------
                                       (Registrant)



                                   By: /s/ John H. Nichols III
                                       John H. Nichols
                                       Vice President and
                                       Chief Financial Officer



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