As filed with the Securities and Exchange Commission on December 2, 1999

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              KENNEDY-WILSON, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                               <C>                                                   <C>
                                            9601 Wilshire Boulevard
            Delaware                                Suite 220                               95-4364537
  (State or Other Jurisdiction         Beverly Hills, California 90210-5205              (I.R.S. Employer
      of Incorporation or          (Address and Zip Code of Principal Executive         Identification No.)
         Organization)                               Offices)
</TABLE>

     Kennedy-Wilson, Inc. 1992 Incentive and Nonstatutory Stock Option Plan

        Kennedy-Wilson, Inc. 1992 Non-Employee Director Stock Option Plan
                            (Full Title of the Plans)

<TABLE>

         <S>                                                       <C>

                       Freeman Lyle                                With copy to: Richard K. Smith, Jr., Esq.
                 Chief Financial Officer                                        White & Case LLP
            9601 Wilshire Boulevard, Suite 220                         633 West Fifth Street, Suite 1900
           Beverly Hills, California 90210-5205                        Los Angeles California 90071-2007
                      (310) 887-6400                                             (213) 620-7700
         (Name, Address, Including Zip Code, and
        Telephone Number, Including Area Code, of
                   Agent for Service)

</TABLE>

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE

<S>                        <C>                  <C>                     <C>                     <C>


                                                Proposed Maximum        Proposed Maximum
  Title Of Securities       Amount To Be       Offering Price Per      Aggregate Offering          Amount Of
   To Be Registered        Registered (1)            Share (2)               Price (2)          Registration Fee
  -------------------      --------------      ------------------      ------------------       ----------------


Common Stock, par
value $.01 per share         944,000 (3)             $7.66                 $7,231,040              $1,908.99

Common Stock, par
value $.01 per share          81,000 (4)             $7.66                 $  620,460              $  163.80


</TABLE>
(1)  Pursuant to Rule 416, the number of shares of Common Stock being registered
     shall be  adjusted  to  include  any  additional  shares  which may  become
     issuable  as  a  result  of  stock  splits,   stock  dividends  or  similar
     transactions  in  accordance  with  the  anti-dilution  provisions  of  the
     Kennedy-Wilson,  Inc. 1992 Incentive and Nonstatutory Stock Option Plan and
     the Kennedy-Wilson, Inc. 1992 Non-Employee Director Stock Option Plan.

(2)  Estimated  solely  for  calculating  the  amount  of the  registration  fee
     pursuant  to Rule  457(h).  The price and fee are  computed  based upon the
     average of the high and low sales prices of the Common Stock as reported on
     the Nasdaq National Market on November 30, 1999.

(3)  Shares underlying options subject to grant under the  Kennedy-Wilson,  Inc.
     1992 Incentive and Nonstatutory Stock Option Plan.

(4)  Shares underlying options subject to grant under the  Kennedy-Wilson,  Inc.
     1992 Non-Employee Director Stock Option Plan.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified in this Part is not required to be filed with the
Securities  and  Exchange  Commission  as part of  this  Registration  Statement
pursuant to the Note to Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
by Kennedy-Wilson, Inc. (the "Registrant") are incorporated herein by reference:

          (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 1998, as amended to the date hereof;

          (b) The Registrant's  Quarterly  Reports on Form 10-Q for the quarters
     ended March 31, 1999,  June 30, 1999 and  September 30, 1999, as amended to
     the date hereof;

          (c) The Registrant's  Current Report on Form 8-K dated March 15, 1999;
     and

          (d) The  description  of  Common  Stock,  par value  $0.01 per  share,
     contained in the Registrant's  Registration  Statement on Form S-1 filed on
     April 22, 1999.

     In addition to the foregoing documents, all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  de-registers all securities then remaining unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such  documents.  Any  statement  contained  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 a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  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.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article XII of the Registrant's  Certificate of Incorporation provides that
the Registrant  shall, to the fullest extent  permitted by the Delaware  General
Corporation Law, as amended from time to time ("Delaware  Law"),  indemnify each
present and former  director and officer of the  Registrant,  and the estates of
each such  person,  and each  person who is or was serving at the request of the
Registrant as a director or officer of another corporation,  partnership,  joint
venture, trust or other enterprise,  including for certain liabilities under the
Securities Act of 1933, as amended (the  "Securities  Act").  Section 145 of the
Delaware Law  authorizes a corporation  to indemnify such directors and officers
in  terms   sufficiently  broad  to  permit  such   indemnification   (including
reimbursement of expenses incurred) under certain  circumstances for liabilities
under the Securities Act.

     Section 145 of the  Delaware  Law  provides  that in the case of any action
other  than  one by or in  the  right  of the  corporation,  a  corporation  may
indemnify any person who was or is a party,  or is threatened to be made a party
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation in such capacity on behalf of another  corporation or
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with  such  action  if he acted in good  faith  and in a  manner  he  reasonably
believed to be in, or not opposed to, the best interest of the corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.

     Section 145 of the Delaware  Law provides  that in the case of an action by
or in the  right  of a  corporation  to  procure  a  judgment  in its  favor,  a
corporation  may indemnify any person who was or is a party, or is threatened to
be made a party to any action or suit by reason of the fact that such  person is
or was a  director,  officer,  employee or agent of the  corporation,  or is was
serving at the request of the  corporation in such capacity on behalf of another
corporation or enterprise, against expenses (including attorneys' fees) actually
and reasonably  incurred by him in connection  with the defense or settlement of
such  action or suit if he acted under  standards  similar to those set forth in
the preceding  paragraph,  except that no indemnification may be made in respect
of any action or claim as to which such  person  shall have been  adjudged to be
liable to the corporation,  unless a court determines that such person is fairly
and reasonably entitled to indemnification.

     Section  7.1 of Article VII of the  Registrant's  Bylaws and Article XII of
the Registrant's  Certificate of Incorporation provide that the Registrant shall
indemnify,  in the manner and to the fullest  extent  permitted  by Delaware law
(including  Section 145 of the Delaware Law),  present and former  directors and
officers of the Registrant, and the estates of each such person, and each person
who is or was serving at the request of the  Registrant as a director or officer
of another corporation,  partnership,  joint venture, trust or other enterprise,
in proceedings by or in the right of the Registrant or otherwise. Section 7.1 of
Article  VII of the  Registrant's  Bylaws and  Article  XII of the  Registrant's
Certificate  of  Incorporation  also permit the  Registrant  to indemnify to the
fullest extent authorized by Delaware law (including Section 145 of the Delaware
Law) present or former  employees and agents of the registrant,  and each person
who is or was serving at the request of the  Registrant  as an employee or agent
of another corporation,  partnership,  joint venture, trust or other enterprise,
in proceedings by or in the right of the Registrant or otherwise  against losses
incurred by any such person by reason of the fact that such person was acting in
such capacity.

     In addition,  Article XII of the Registrant's  Certificate of Incorporation
and Section 102(7) of the Delaware Law provide that a director of the Registrant
shall not be liable to the Registrant or its  stockholders  for monetary damages
for breach of fiduciary  duty as a director,  except for  liability  (i) for any
breach of the director's duty of loyalty to the Registrant or its  stockholders,
(ii)  for  acts or  omissions  not in good  faith  or that  involve  intentional
misconduct or a knowing  violation of law, (iii) in respect of certain  unlawful
dividend  payments  or  stock  redemptions  or  repurchases,  and  (iv)  for any
transaction from which the director derives an improper  personal  benefit.  The
effect of this provision of the Registrant's  Certificate of Incorporation is to
eliminate  the  rights  of  the   Registrant  and  its   stockholders   (through
stockholders'  derivative suits on behalf of the Registrant) to recover monetary
damages  against  a  director  for  breach  of the  fiduciary  duty of care as a
director  (including  breaches  resulting  from  negligent or grossly  negligent
behavior) except in the situations  described in clauses (i) through (iv) above.
This  provision  does not limit or eliminate the rights of the Registrant or any
stockholder to seek  non-monetary  relief such as an injunction or rescission in
the event of a breach of a director's duty of care.

     As  permitted   by  Article  XII  of  the   Registrant's   Certificate   of
Incorporation,  the  Registrant  currently  maintains  directors'  and officers'
liability  insurance.  The policy insures directors and officers for liabilities
incurred in connection  with or on behalf of the  Registrant,  except for losses
incurred  on account of certain  specified  liabilities,  including  losses from
matters  which may be deemed  uninsurable  under the law  pursuant to which this
policy shall be construed.

     Prior to incorporating in Delaware in 1992, the predecessor  company of the
Registrant  operated  as  a  California  S  corporation.  At  the  time  of  the
termination  of such  predecessor  company's S corporation  status in 1992,  the
Registrant  agreed to indemnify its former  shareholders for certain federal and
state tax liabilities  incurred by them as a result of a final  determination of
an  adjustment  to  the  tax  returns  of  the  predecessor  company  or  former
shareholders for the 1992 tax year.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     4.1  Certificate of  Incorporation  of the  Registrant,  as amended to date
          (The  Certificate of  Incorporation,  as amended through  December 31,
          1998, was filed as Exhibit 3.1 to the Registrant's  1998 Annual Report
          on Form 10-K. The April 1999 Amendment to the Registrant's Certificate
          of Incorporation  was filed as Exhibit 3.1.2 to the Registrant's  1999
          Registration Statement on Form S-1 (Registration No. 333-74391).  Both
          are incorporated herein by this reference).

     4.2  By-Laws of the  Registrant  (Filed as Exhibit 3.2 to the  Registrant's
          1992  Registration  Statement on Form S-1  (Registration No. 33-46978)
          and incorporated herein by this reference).

     4.3  Form of Stock  Certificate  (Filed as Exhibit 4.1 to the  Registrant's
          1992  Registration  Statement on Form S-1  (Registration No. 33-46978)
          and incorporated herein by this reference).

     5.1  Opinion and consent of White & Case LLP.

     23.1 Consent of Deloitte & Touche LLP.

     24.1 Power of Attorney (Included on the signature page hereto).

     99.1 Kennedy-Wilson,  Inc.  1992  Incentive and  Nonstatutory  Stock Option
          Plan.

     99.2 Amendment  Number  One to  Kennedy-Wilson,  Inc.  1992  Incentive  and
          Nonstatutory Stock Option Plan.

     99.3 Amendment  Number  Two to  Kennedy-Wilson,  Inc.  1992  Incentive  and
          Nonstatutory  Stock  Option  Plan.

     99.4 Amendment  Number Three to  Kennedy-Wilson,  Inc.  1992  Incentive and
          Nonstatutory Stock Option Plan.

     99.5 Kennedy-Wilson, Inc. 1992 Non-Employee Director Stock Option Plan.

     99.6 Form of Stock Option Agreement for Kennedy-Wilson, Inc. 1992 Incentive
          and Nonstatutory Stock Option Plan.

     99.7 Form  of  Stock  Option  Agreement  for   Kennedy-Wilson,   Inc.  1992
          Non-Employee Director Stock Option Plan.

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;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  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 this Registration Statement;

               (iii) to include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
     apply if this  Registration  Statement  is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Exchange  Act that  are  incorporated  by  reference  in this  Registration
     Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this 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 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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of 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 Beverly Hills,  State of California on this 10th day
of November, 1999.

                                      KENNEDY-WILSON, INC.

                                      By:/s/ William J. McMorrow
                                         ---------------------------------------
                                         William J. McMorrow
                                         Chairman of the Board of Directors and
                                         Chief Executive Officer
                                            (Principal Executive Officer)


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below does hereby constitute and appoint William J. McMorrow and Freeman
A. Lyle with full power of substitution and full power to act without the other,
his true and lawful attorney-in-fact and agent to act for him in his name, place
and stead, in any and all capacities,  to sign any or all amendments  (including
post-effective  amendments) to this  Registration  Statement on Form S-8, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises in order to effectuate the same as fully,  to all intents
and purposes,  as they or he might or could to in person,  hereby  ratifying and
confirming  all that said  attorneys-in-fact  and  agents,  or any of them,  may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

            Signature                                 Title                             Date

<S>                                        <C>                                          <C>

/s/ William J. McMorrow
-----------------------------              Chairman of the Board of                     November 10, 1999
    William J. McMorrow                      Directors and Chief Executive Officer
                                             (Principal Executive Officer)

/s/ Freeman A. Lyle
-----------------------------              Executive Vice President, Chief              November 10, 1999
    Freeman A. Lyle                          Financial Officer and Secretary
                                             (Principal Financial
                                             and Accounting Officer)

/s/ Lewis A. Halpert
-----------------------------              Executive Managing Director                  November 10, 1999
    Lewis A. Halpert                         and Director



-----------------------------              Managing Director and Director               November   , 1999
    Richard A. Mandel



/s/ Barry s. Schlesinger
-----------------------------              Director                                     November 10, 1999
    Barry S. Schlesinger



/s/ Donald B. Prell
-----------------------------              Director                                     November 10, 1999
    Donald B. Prell



-----------------------------              Director                                     November   , 1999
    Kent Y. Mouton



-----------------------------              Director                                     November   , 1999
    Thomas J. Barrack, Jr.

</TABLE>
<PAGE>

                                INDEX TO EXHIBITS


Exhibit                             Description

4.1       Certificate of  Incorporation  of the  Registrant,  as amended to date
          (The  Certificate of  Incorporation,  as amended through  December 31,
          1998, was filed as Exhibit 3.1 to the Registrant's  1998 Annual Report
          on Form 10-K. The April 1999 Amendment to the Registrant's Certificate
          of Incorporation  was filed as Exhibit 3.1.2 to the Registrant's  1999
          Registration Statement on Form S-1 (Registration No. 333-74391).  Both
          are incorporated herein by this reference).

4.2       By-Laws of the  Registrant  (Filed as Exhibit 3.2 to the  Registrant's
          1992  Registration  Statement on Form S-1  (Registration No. 33-46978)
          and incorporated herein by this reference).

4.3       Form of Stock  Certificate  (Filed as Exhibit 4.1 to the  Registrant's
          1992  Registration  Statement on Form S-1  (Registration No. 33-46978)
          and incorporated herein by this reference).

5.1       Opinion and consent of White & Case LLP.

23.1      Consent of Deloitte & Touche LLP.

24.1      Power of Attorney (Included on the signature page hereto).

99.1      Kennedy-Wilson,  Inc.  1992  Incentive and  Nonstatutory  Stock Option
          Plan.

99.2      Amendment  Number  One to  Kennedy-Wilson,  Inc.  1992  Incentive  and
          Nonstatutory Stock Option Plan.

99.3      Amendment  Number  Two to  Kennedy-Wilson,  Inc.  1992  Incentive  and
          Nonstatutory Stock Option Plan.

99.4      Amendment  Number Three to  Kennedy-Wilson,  Inc.  1992  Incentive and
          Nonstatutory Stock Option Plan.

99.5      Kennedy-Wilson, Inc. 1992 Non-Employee Director Stock Option Plan.

99.6      Form of Stock Option Agreement for Kennedy-Wilson, Inc. 1992 Incentive
          and Nonstatutory Stock Option Plan.

99.7      Form  of  Stock  Option  Agreement  for   Kennedy-Wilson,   Inc.  1992
          Non-Employee Director Stock Option Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25335}]
{"company-data": {"conformed-name": "KENNEDY WILSON INC", "cik": "0000885720", "assigned-sic": "6531", "irs-number": "954364537", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92027", "film-number": "99768293"}, "business-address": {"street1": "9601 WILSHIRE SUITE 220", "city": "BEVERLY HILLS", "state": "CA", "zip": "90210", "phone": "3103148400"}, "mail-address": {"street1": "9601 WILSHIRE BLVD", "street2": "SUITE 220", "city": "BEVERLY HILLS", "state": "CA", "zip": "90210"}}
As filed with the Securities and Exchange Commission on December 2, 1999

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              KENNEDY-WILSON, INC.
             (Exact Name of Registrant as Specified in Its Charter)
9601 Wilshire Boulevard
            Delaware                                Suite 220                               95-4364537
  (State or Other Jurisdiction         Beverly Hills, California 90210-5205              (I.R.S. Employer
      of Incorporation or          (Address and Zip Code of Principal Executive         Identification No.)
         Organization)                               Offices)
Kennedy-Wilson, Inc. 1992 Incentive and Nonstatutory Stock Option Plan

        Kennedy-Wilson, Inc. 1992 Non-Employee Director Stock Option Plan
                            (Full Title of the Plans)
Freeman Lyle                                With copy to: Richard K. Smith, Jr., Esq.
                 Chief Financial Officer                                        White & Case LLP
            9601 Wilshire Boulevard, Suite 220                         633 West Fifth Street, Suite 1900
           Beverly Hills, California 90210-5205                        Los Angeles California 90071-2007
                      (310) 887-6400                                             (213) 620-7700
         (Name, Address, Including Zip Code, and
        Telephone Number, Including Area Code, of
                   Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum        Proposed Maximum
  Title Of Securities       Amount To Be       Offering Price Per      Aggregate Offering          Amount Of
   To Be Registered        Registered (1)            Share (2)               Price (2)          Registration Fee
  -------------------      --------------      ------------------      ------------------       ----------------

Common Stock, par
value $.01 per share         944,000 (3)             $7.66                 $7,231,040              $1,908.99

Common Stock, par
value $.01 per share          81,000 (4)             $7.66                 $  620,460              $  163.80
(1)  Pursuant to Rule 416, the number of shares of Common Stock being registered
     shall be  adjusted  to  include  any  additional  shares  which may  become
     issuable  as  a  result  of  stock  splits,   stock  dividends  or  similar
     transactions  in  accordance  with  the  anti-dilution  provisions  of  the
     Kennedy-Wilson,  Inc. 1992 Incentive and Nonstatutory Stock Option Plan and
     the Kennedy-Wilson, Inc. 1992 Non-Employee Director Stock Option Plan.

(2)  Estimated  solely  for  calculating  the  amount  of the  registration  fee
     pursuant  to Rule  457(h).  The price and fee are  computed  based upon the
     average of the high and low sales prices of the Common Stock as reported on
     the Nasdaq National Market on November 30, 1999.

(3)  Shares underlying options subject to grant under the  Kennedy-Wilson,  Inc.
     1992 Incentive and Nonstatutory Stock Option Plan.

(4)  Shares underlying options subject to grant under the  Kennedy-Wilson,  Inc.
     1992 Non-Employee Director Stock Option Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified in this Part is not required to be filed with the
Securities  and  Exchange  Commission  as part of  this  Registration  Statement
pursuant to the Note to Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
by Kennedy-Wilson, Inc. (the "Registrant") are incorporated herein by reference:

          (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 1998, as amended to the date hereof;

          (b) The Registrant's  Quarterly  Reports on Form 10-Q for the quarters
     ended March 31, 1999,  June 30, 1999 and  September 30, 1999, as amended to
     the date hereof;

          (c) The Registrant's  Current Report on Form 8-K dated March 15, 1999;
     and

          (d) The  description  of  Common  Stock,  par value  $0.01 per  share,
     contained in the Registrant's  Registration  Statement on Form S-1 filed on
     April 22, 1999.

     In addition to the foregoing documents, all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  de-registers all securities then remaining unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such  documents.  Any  statement  contained  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 a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  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.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article XII of the Registrant's  Certificate of Incorporation provides that
the Registrant  shall, to the fullest extent  permitted by the Delaware  General
Corporation Law, as amended from time to time ("Delaware  Law"),  indemnify each
present and former  director and officer of the  Registrant,  and the estates of
each such  person,  and each  person who is or was serving at the request of the
Registrant as a director or officer of another corporation,  partnership,  joint
venture, trust or other enterprise,  including for certain liabilities under the
Securities Act of 1933, as amended (the  "Securities  Act").  Section 145 of the
Delaware Law  authorizes a corporation  to indemnify such directors and officers
in  terms   sufficiently  broad  to  permit  such   indemnification   (including
reimbursement of expenses incurred) under certain  circumstances for liabilities
under the Securities Act.

     Section 145 of the  Delaware  Law  provides  that in the case of any action
other  than  one by or in  the  right  of the  corporation,  a  corporation  may
indemnify any person who was or is a party,  or is threatened to be made a party
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation in such capacity on behalf of another  corporation or
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with  such  action  if he acted in good  faith  and in a  manner  he  reasonably
believed to be in, or not opposed to, the best interest of the corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.

     Section 145 of the Delaware  Law provides  that in the case of an action by
or in the  right  of a  corporation  to  procure  a  judgment  in its  favor,  a
corporation  may indemnify any person who was or is a party, or is threatened to
be made a party to any action or suit by reason of the fact that such  person is
or was a  director,  officer,  employee or agent of the  corporation,  or is was
serving at the request of the  corporation in such capacity on behalf of another
corporation or enterprise, against expenses (including attorneys' fees) actually
and reasonably  incurred by him in connection  with the defense or settlement of
such  action or suit if he acted under  standards  similar to those set forth in
the preceding  paragraph,  except that no indemnification may be made in respect
of any action or claim as to which such  person  shall have been  adjudged to be
liable to the corporation,  unless a court determines that such person is fairly
and reasonably entitled to indemnification.

     Section  7.1 of Article VII of the  Registrant's  Bylaws and Article XII of
the Registrant's  Certificate of Incorporation provide that the Registrant shall
indemnify,  in the manner and to the fullest  extent  permitted  by Delaware law
(including  Section 145 of the Delaware Law),  present and former  directors and
officers of the Registrant, and the estates of each such person, and each person
who is or was serving at the request of the  Registrant as a director or officer
of another corporation,  partnership,  joint venture, trust or other enterprise,
in proceedings by or in the right of the Registrant or otherwise. Section 7.1 of
Article  VII of the  Registrant's  Bylaws and  Article  XII of the  Registrant's
Certificate  of  Incorporation  also permit the  Registrant  to indemnify to the
fullest extent authorized by Delaware law (including Section 145 of the Delaware
Law) present or former  employees and agents of the registrant,  and each person
who is or was serving at the request of the  Registrant  as an employee or agent
of another corporation,  partnership,  joint venture, trust or other enterprise,
in proceedings by or in the right of the Registrant or otherwise  against losses
incurred by any such person by reason of the fact that such person was acting in
such capacity.

     In addition,  Article XII of the Registrant's  Certificate of Incorporation
and Section 102(7) of the Delaware Law provide that a director of the Registrant
shall not be liable to the Registrant or its  stockholders  for monetary damages
for breach of fiduciary  duty as a director,  except for  liability  (i) for any
breach of the director's duty of loyalty to the Registrant or its  stockholders,
(ii)  for  acts or  omissions  not in good  faith  or that  involve  intentional
misconduct or a knowing  violation of law, (iii) in respect of certain  unlawful
dividend  payments  or  stock  redemptions  or  repurchases,  and  (iv)  for any
transaction from which the director derives an improper  personal  benefit.  The
effect of this provision of the Registrant's  Certificate of Incorporation is to
eliminate  the  rights  of  the   Registrant  and  its   stockholders   (through
stockholders'  derivative suits on behalf of the Registrant) to recover monetary
damages  against  a  director  for  breach  of the  fiduciary  duty of care as a
director  (including  breaches  resulting  from  negligent or grossly  negligent
behavior) except in the situations  described in clauses (i) through (iv) above.
This  provision  does not limit or eliminate the rights of the Registrant or any
stockholder to seek  non-monetary  relief such as an injunction or rescission in
the event of a breach of a director's duty of care.

     As  permitted   by  Article  XII  of  the   Registrant's   Certificate   of
Incorporation,  the  Registrant  currently  maintains  directors'  and officers'
liability  insurance.  The policy insures directors and officers for liabilities
incurred in connection  with or on behalf of the  Registrant,  except for losses
incurred  on account of certain  specified  liabilities,  including  losses from
matters  which may be deemed  uninsurable  under the law  pursuant to which this
policy shall be construed.

     Prior to incorporating in Delaware in 1992, the predecessor  company of the
Registrant  operated  as  a  California  S  corporation.  At  the  time  of  the
termination  of such  predecessor  company's S corporation  status in 1992,  the
Registrant  agreed to indemnify its former  shareholders for certain federal and
state tax liabilities  incurred by them as a result of a final  determination of
an  adjustment  to  the  tax  returns  of  the  predecessor  company  or  former
shareholders for the 1992 tax year.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     4.1  Certificate of  Incorporation  of the  Registrant,  as amended to date
          (The  Certificate of  Incorporation,  as amended through  December 31,
          1998, was filed as Exhibit 3.1 to the Registrant's  1998 Annual Report
          on Form 10-K. The April 1999 Amendment to the Registrant's Certificate
          of Incorporation  was filed as Exhibit 3.1.2 to the Registrant's  1999
          Registration Statement on Form S-1 (Registration No. 333-74391).  Both
          are incorporated herein by this reference).

     4.2  By-Laws of the  Registrant  (Filed as Exhibit 3.2 to the  Registrant's
          1992  Registration  Statement on Form S-1  (Registration No. 33-46978)
          and incorporated herein by this reference).

     4.3  Form of Stock  Certificate  (Filed as Exhibit 4.1 to the  Registrant's
          1992  Registration  Statement on Form S-1  (Registration No. 33-46978)
          and incorporated herein by this reference).

     5.1  Opinion and consent of White & Case LLP.

     23.1 Consent of Deloitte & Touche LLP.

     24.1 Power of Attorney (Included on the signature page hereto).

     99.1 Kennedy-Wilson,  Inc.  1992  Incentive and  Nonstatutory  Stock Option
          Plan.

     99.2 Amendment  Number  One to  Kennedy-Wilson,  Inc.  1992  Incentive  and
          Nonstatutory Stock Option Plan.

     99.3 Amendment  Number  Two to  Kennedy-Wilson,  Inc.  1992  Incentive  and
          Nonstatutory  Stock  Option  Plan.

     99.4 Amendment  Number Three to  Kennedy-Wilson,  Inc.  1992  Incentive and
          Nonstatutory Stock Option Plan.

     99.5 Kennedy-Wilson, Inc. 1992 Non-Employee Director Stock Option Plan.

     99.6 Form of Stock Option Agreement for Kennedy-Wilson, Inc. 1992 Incentive
          and Nonstatutory Stock Option Plan.

     99.7 Form  of  Stock  Option  Agreement  for   Kennedy-Wilson,   Inc.  1992
          Non-Employee Director Stock Option Plan.

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;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  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 this Registration Statement;

               (iii) to include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
     apply if this  Registration  Statement  is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Exchange  Act that  are  incorporated  by  reference  in this  Registration
     Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this 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 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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of 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 Beverly Hills,  State of California on this 10th day
of November, 1999.

                                      KENNEDY-WILSON, INC.

                                      By:/s/ William J. McMorrow
                                         ---------------------------------------
                                         William J. McMorrow
                                         Chairman of the Board of Directors and
                                         Chief Executive Officer
                                            (Principal Executive Officer)

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below does hereby constitute and appoint William J. McMorrow and Freeman
A. Lyle with full power of substitution and full power to act without the other,
his true and lawful attorney-in-fact and agent to act for him in his name, place
and stead, in any and all capacities,  to sign any or all amendments  (including
post-effective  amendments) to this  Registration  Statement on Form S-8, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises in order to effectuate the same as fully,  to all intents
and purposes,  as they or he might or could to in person,  hereby  ratifying and
confirming  all that said  attorneys-in-fact  and  agents,  or any of them,  may
lawfully do or cause to be done by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                 Title                             Date
/s/ William J. McMorrow
-----------------------------              Chairman of the Board of                     November 10, 1999
    William J. McMorrow                      Directors and Chief Executive Officer
                                             (Principal Executive Officer)

/s/ Freeman A. Lyle
-----------------------------              Executive Vice President, Chief              November 10, 1999
    Freeman A. Lyle                          Financial Officer and Secretary
                                             (Principal Financial
                                             and Accounting Officer)

/s/ Lewis A. Halpert
-----------------------------              Executive Managing Director                  November 10, 1999
    Lewis A. Halpert                         and Director

-----------------------------              Managing Director and Director               November   , 1999
    Richard A. Mandel

/s/ Barry s. Schlesinger
-----------------------------              Director                                     November 10, 1999
    Barry S. Schlesinger

/s/ Donald B. Prell
-----------------------------              Director                                     November 10, 1999
    Donald B. Prell

-----------------------------              Director                                     November   , 1999
    Kent Y. Mouton

-----------------------------              Director                                     November   , 1999
    Thomas J. Barrack, Jr.
INDEX TO EXHIBITS

Exhibit                             Description

4.1       Certificate of  Incorporation  of the  Registrant,  as amended to date
          (The  Certificate of  Incorporation,  as amended through  December 31,
          1998, was filed as Exhibit 3.1 to the Registrant's  1998 Annual Report
          on Form 10-K. The April 1999 Amendment to the Registrant's Certificate
          of Incorporation  was filed as Exhibit 3.1.2 to the Registrant's  1999
          Registration Statement on Form S-1 (Registration No. 333-74391).  Both
          are incorporated herein by this reference).

4.2       By-Laws of the  Registrant  (Filed as Exhibit 3.2 to the  Registrant's
          1992  Registration  Statement on Form S-1  (Registration No. 33-46978)
          and incorporated herein by this reference).

4.3       Form of Stock  Certificate  (Filed as Exhibit 4.1 to the  Registrant's
          1992  Registration  Statement on Form S-1  (Registration No. 33-46978)
          and incorporated herein by this reference).

5.1       Opinion and consent of White & Case LLP.

23.1      Consent of Deloitte & Touche LLP.

24.1      Power of Attorney (Included on the signature page hereto).

99.1      Kennedy-Wilson,  Inc.  1992  Incentive and  Nonstatutory  Stock Option
          Plan.

99.2      Amendment  Number  One to  Kennedy-Wilson,  Inc.  1992  Incentive  and
          Nonstatutory Stock Option Plan.

99.3      Amendment  Number  Two to  Kennedy-Wilson,  Inc.  1992  Incentive  and
          Nonstatutory Stock Option Plan.

99.4      Amendment  Number Three to  Kennedy-Wilson,  Inc.  1992  Incentive and
          Nonstatutory Stock Option Plan.

99.5      Kennedy-Wilson, Inc. 1992 Non-Employee Director Stock Option Plan.

99.6      Form of Stock Option Agreement for Kennedy-Wilson, Inc. 1992 Incentive
          and Nonstatutory Stock Option Plan.

99.7      Form  of  Stock  Option  Agreement  for   Kennedy-Wilson,   Inc.  1992
          Non-Employee Director Stock Option Plan.