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



                                  EGAMES, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)



               PENNSYLVANIA                          23-2694937
 ---------------------------------------   --------------------------------
 (State of incorporation or organization)  (IRS Employer Identification No.)


       2000 Cabot Boulevard, Suite 110, Langhorne, PA       19047-1833
       ----------------------------------------------       ----------
          (Address of principal executive offices)          (Zip Code)



If this form relates to the               If this form relates to the
registration of a class of securities     registration of a class of securities
pursuant to Section 12(b) of the          and is to become effective pursuant
Exchange Act and is effective upon        to Section 12(g) of the Exchante Act
filing pursuant to General Instruction    pursuant to General Instruction A(d)
A(c) please check the following box.[ ]   please check the following box. [X ]


Securities to be registered pursuant to Section 12(b) of the Act: None


 Title of each class              Name of each exchange on which each class is
 to be so registered              to be registered
 -------------------              ----------------
        None                            None


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


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





ITEM 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED.

On June 1, 1999, the Board of Directors of eGames, Inc. (the "Company") declared
a  dividend  of  one  preferred  stock  purchase  right  (a  'Right')  for  each
outstanding share of common stock, without par value (the "Common Stock") of the
Company,  payable to holders of record as of the close of  business  on June 21,
1999 (the "Record Date").

Prior to the Distribution Date (as defined below),  the Rights will be evidenced
by the  certificates  for and will be transferred with the Common Stock, and the
registered  holders  of the  Common  Stock  will be deemed to be the  registered
holders of the Rights.  After the Distribution  Date, the Rights Agent will mail
separate certificates  evidencing the Rights to each record holder of the Common
Stock as of the close of business on the  Distribution  Date, and thereafter the
Rights will be transferable  separately from the Common Stock. The "Distribution
Date"  means  the  earlier  of (i) the  10th day (or  such  later  day as may be
designated by a majority of the Continuing  Directors (as hereinafter  defined))
after the date (the "Stock Acquisition  Date") of the first public  announcement
that a person (other than the Company or any of its subsidiaries or any employee
benefit plan of the Company or any such  subsidiary or certain holders of voting
stock of the  Company  at the time of the  dividend  declaration)  has  acquired
beneficial ownership of 15% or more of the outstanding shares of voting stock of
the Company (an  "Acquiring  Person")  and (ii) the 10th  business  day (or such
later day as may be designated by a majority of the Continuing  Directors) after
the date of the  commencement  of a tender or exchange offer by any person which
would, if consummated, result in such person becoming an Acquiring Person.

Prior to the  Distribution  Date, the Rights will not be exercisable.  After the
Distribution  Date,  each Right will be  exercisable  to purchase,  for $35 (the
'Purchase  Price'),  one  one-hundredth  of a share of Series A Preferred Stock,
without par value (the "Series A Preferred Stock").

If any person  becomes  an  Acquiring  Person,  each Right  (other  than  Rights
beneficially owned by the Acquiring Person and certain affiliated  persons) will
entitle the holder to purchase,  for the Purchase  Price,  a number of shares of
Common Stock having a market  value equal to two times the Purchase  Price.  If,
after any person has become an Acquiring Person,  (1) the Company is involved in
a merger or other business combination in which the Company is not the surviving
corporation  or its Common Stock is exchanged for other  securities or assets or
(2) the  Company  and/or  one or more of its  subsidiaries  sells  or  otherwise
transfers  assets or earning  power  aggregating  more than 50% of the assets or
earning power of the Company and its  subsidiaries,  taken as a whole, then each
Right will entitle the holder to purchase,  for the Purchase  Price, a number of
shares of common stock of the other party to such business  combination  or sale
(or in certain  circumstances,  an affiliate) having a market value equal to two
times the Purchase Price.

At any time  after any person has become an  Acquiring  Person  (but  before any
person becomes the beneficial owner of 50% or more of the outstanding  shares of
Common Stock),  a majority of the Continuing  Directors may exchange all or part
of the Rights (other than Rights  beneficially  owned by an Acquiring Person and
certain  affiliated  persons) for shares of Common Stock at an exchange ratio of
one share of Common Stock per Right.






The Board of Directors may redeem all of the Rights at a price of $.01 per Right
at any time  prior to the  close of  business  on the 10th day  after  the Stock
Acquisition  Date (or such later date as may be  designated by a majority of the
Continuing  Directors).  For a period  of 18  months  following  a  change  in a
majority of the Company's  Board of Directors  resulting from a proxy or consent
solicitation or other takeover bid, only a majority of the Continuing  Directors
can amend the Rights  Agreement  (as  hereinafter  defined) or redeem the Rights
outstanding under the Rights Agreement. After any person has become an Acquiring
Person,  the Rights may be redeemed  only with the approval of a majority of the
Continuing Directors.

"Continuing  Director"  means any  member of the  Board of  Directors  who was a
member of the Board prior to the adoption of the Rights Agreement and any person
who is  subsequently  elected  to the  Board if such  person is  recommended  or
approved by a majority of the Continuing Directors.  Continuing Directors do not
include an Acquiring Person, an affiliate or associate of an Acquiring Person or
any representative or nominee of the foregoing.

The Rights will expire on June 1, 2009, unless earlier exchanged or redeemed.

Prior to the  Distribution  Date,  the  Rights  Agreement  may be amended in any
respect. After the Distribution Date, the Rights Agreement may be amended in any
respect that does not adversely  affect Rights holders (other than any Acquiring
Person and certain affiliated persons). After any person has become an Acquiring
Person, the Rights Agreement may be amended only with the approval of a majority
of the Continuing Directors.

Rights  holders have no rights as  shareholders  of the Company,  including  the
right to vote and to receive dividends.

The  Rights  Agreement  includes  antidilution  provisions  designed  to prevent
efforts to diminish the effectiveness of the Rights.

Each  outstanding  share of Common  Stock on the Record  Date will  receive  one
Right.  Shares of Common  Stock  issued  after the Record  Date and prior to the
Distribution  Date will be issued  with a Right  attached  so that all shares of
Common  Stock  outstanding  prior to the  Distribution  Date  will  have  Rights
attached. The Company has reserved 98,184 shares of Series A Preferred Stock for
issuance upon exercise of the Rights.

The Rights have certain anti-takeover  effects. The Rights may cause substantial
dilution to a person that attempts to acquire the Company without a condition to
such an offer that a  substantial  number of the Rights be  acquired or that the
Rights be redeemed or declared invalid. The Rights should not interfere with any
merger or other business  combination  approved by the Board of Directors (under
some circumstances,  with the concurrence of the Continuing Directors) since the
Company may redeem the Rights as described above.

While the dividend of the Rights will not be taxable to  shareholders  or to the
Company,  shareholders  or the Company may,  depending  upon the  circumstances,
recognize taxable income in the event that the Rights become  exercisable as set
forth above.

The terms and conditions of the Rights are set forth in a Rights Agreement dated
as of June 1, 1999  between the Company and  StockTrans,  Inc.,  as Rights Agent
(the "Rights  Agreement").  A copy of the Rights  Agreement is filed herewith as
Exhibit 4. This summary  description of the Rights Agreement does not purport to
be  complete  and is  qualified  in its  entirety  by  reference  to the  Rights
Agreement, which is incorporated herein by reference.






ITEM 2.  EXHIBITS.

Exhibit
Number    Exhibit
- ------    -------

  4       Rights Agreement dated as of June 1, 1999 between eGames, Inc. and
          StockTrans, Inc. (as Rights Agent) (incorporated herein by reference
          to Exhibit 99(b) of the Registrant's Current Report on Form 8-K dated
          June 10, 1999)



                                    SIGNATURE

         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.

                                  EGAMES, INC.


                                        By:  /s/ Gerald W. Klein
                                             ---------------------------------
                                             Gerald W. Klein, President and
                                             Chief Executive Officer

Dated: June 21, 1999






                                INDEX TO EXHIBITS

EXHIBIT
NUMBER    EXHIBIT
- ------    -------
  4       Rights Agreement dated as of June 1, 1999 between eGames, Inc. and
          StockTrans, Inc. as Rights Agent (incorporated herein by reference to
          Exhibit 99(b) of the Registrant's Current Report on Form 8-K Dated
          June 10, 1999)