<PAGE>

  As filed with the Securities and Exchange Commission on September 18, 1998

                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          THE PETERSEN COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                             36-4099296
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)
 
        6420 Wilshire Boulevard                                   90048
        Los Angeles, California                                (Zip Code)
(Address of Principal Executive Offices)

       THE PETERSEN COMPANIES, INC. EMPLOYEE STOCK DISCOUNT PURCHASE PLAN
                            (Full Title of the Plan)

                                Richard S Willis
              Executive Vice President and Chief Financial Officer
                          The Petersen Companies, Inc.
                            6420 Wilshire Boulevard
                         Los Angeles, California  90048
                    (Name and Address of Agent for Service)

                                 (213) 782-6200
          (Telephone Number, including Area Code of Agent for Service)

                                    Copy to:
                                    ------- 
                                Dennis M. Myers
                                Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois  60601
                                 (312) 861-2000

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
                                                     Proposed         Proposed Maximum     Amount of
Title of Securities to be      Amount to be      Maximum Offering        Aggregate        Registration
       Registered             Registered (1)    Price Per Share (2)    Offering Price          Fee
------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                   <C>                 <C>
Class A Common Stock,         90,557 shares (3)       $27.75             $2,512,957           $742
par value $.01 per share
------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Pursuant to Rule 416 of the Securities Act, this Registration Statement
     also covers such additional shares of Class A Common Stock as may become
     issuable pursuant to anti-dilution provisions of the employee benefit plan
     described herein.
(2)  Estimated pursuant to Rule 457(h) based on the average of the high and low
     prices of the shares reported on the New York Stock Exchange on September
     15, 1998.
(3)  Shares reserved for issuance under The Petersen Companies, Inc. Employee
     Stock Discount Purchase Plan.
--------------------------------------------------------------------------------
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following documents filed by The Petersen Companies, Inc., a Delaware
corporation, (the "Corporation") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:

     (a)  The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-13373).

     (b)  The Corporation's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998 and June 30, 1998.

     (c)  The description of the Corporation's Class A Common Stock, par value
$.01 per share (the "Common Stock") contained in Item 1 of the Corporation's
Registration Statement on Form 8-A, filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on September 15, 1997.

     (d)  All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters 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 reports and 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
incorporated or 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.

                                      -2-
<PAGE>
 
Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any transaction from which the director
derives an improper personal benefit, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends or redemptions of shares or (iv) for any
breach of a director's duty of loyalty to the company or its stockholders.
Article X, Part A, of the Corporation's Restated Certificate of Incorporation
(the "Restated Certificate") includes such a provision.

     The Corporation's Restated Certificate provides that each person who was or
is made a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a Director or officer of the Corporation or,
while a Director or officer of the Corporation, is or was serving at the request
of the Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a Director of officer or in any other capacity while serving as a Director or
officer, will be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights then permitted
prior thereto), against all expense, liability and loss (including attorneys'
fees, judgments, fines, excise exercise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnity in connection
therewith and such indemnification will continue as to an indemnitee who has
ceased to be a Director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators under the
Restated Certificate. This right of indemnification is a contractual right and
includes the obligation of the Corporation to pay the expenses incurred in
defending any such proceeding in advance of its final disposition (an "advance
of expenses"); provided, however, that, if and to the extent that the DGCL
requires, an advance of expenses incurred by indemnitee in his or her capacity
as a Director or officer (and not in any other capacity in which service was or
is rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) will be made only upon delivery to the Corporation of an
undertaking (an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it will ultimately be determined by final judicial
decision from which there is no further right to appeal (a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and

                                      -3-
<PAGE>
 
agents of the Corporation with the same or lesser scope and effect as the
foregoing indemnification of Directors and officers.

     The Restated Certificate authorizes the Corporation purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation or was serving at the
request of the Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss asserted against him or her and incurred by him or
her in any such capacity, whether or not the Corporation would have the power to
indemnify such person against such expenses, liability or loss under the
Delaware General Corporation Law.

     The Restated Certificate provides that persons who after the date of the
adoption of the foregoing provision become or remain Directors or officers of
the Corporation or who, while a Director or officer of the Corporation, become
or remain a Director, officer, employee or agent of a subsidiary, shall be
conclusively presumed to have relied on the rights to indemnity, advance of
expenses and other rights contained in the Restated Certificate in entering into
or continuing such service. The rights to indemnification and to the advance of
expenses conferred in the Restated Certificate apply to claims made against an
indemnitee arising out of acts or omissions which occurred or occur both prior
and subsequent to the adoption hereof.

     The Restated Certificate provides that the rights to indemnification and to
the advance of expenses conferred in the Restated Certificate are not exclusive
of any other right which any person may have or hereafter acquire under the
Restated Certificate or under any statute, by-law, agreement, vote of
stockholders or disinterested Directors or otherwise.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     5.1   Opinion of Kirkland & Ellis with respect to the legality of the
           shares of the Common Stock being registered hereby.

     23.1  Consent of Ernst & Young LLP.

     23.2  Consent of Kirkland & Ellis (included in opinion filed as Exhibit
           5.1).

     24.1  Powers of Attorney.

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 of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a

                                      -4-
<PAGE>
 
fundamental change in the information set forth in the Registration Statement;
and (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 the
Registration Statement is on 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 Securities Exchange Act of 1934
that are incorporated by reference in the 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; and
(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 the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 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.

                                      -5-
<PAGE>
 
                                  SIGNATURES


The Registrant.  Pursuant to the requirements of the Securities Act, 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 Los Angeles, State of California, on September 16,
1998.

                                             THE PETERSEN COMPANIES, INC.
 
                                              By: /S/ Richard S Willis
                                                 -------------------------------
                                                      Richard S Willis
                                                      Chief Financial Officer

                              *     *     *     *

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

<TABLE> 
<CAPTION> 
        Signature           Title                                  Date
        ---------           -----                                  ----
<S>                         <C>                              <C> 

            *               Chairman of the Board and        September 16, 1998 
--------------------------  Chief Executive Officer
   James D. Dunning, Jr.    (Principal Executive Officer)


            *               Executive Vice President-Chief   September 16, 1998
--------------------------  Financial Officer and Director
    Richard S Willis        (Principal Financial and
                            Accounting Officer)


            *               Director                         September 16, 1998
--------------------------
    Claeys Bahrenberg


            *               Director                         September 16, 1998
--------------------------
    Laurence H. Bloch


            *               Director                         September 16, 1998
--------------------------
      Avy H. Stein


            *               Director                         September 16, 1998
--------------------------
   Daniel H. Blumenthal
</TABLE> 

                                      -6-
<PAGE>

<TABLE> 
<S>                         <C>                              <C> 
           *                Director                         September 16, 1998
-------------------------
      Chip Block


           *                Director                         September 16, 1998
-------------------------
     John R. Willis


           *                Director                         September 16, 1998
-------------------------
    Stacey J. Lippman


                            Director                     
-------------------------
     David H. Moscow
</TABLE> 


*    The undersigned, by signing his name hereto, does sign and execute this
Registration Statement on behalf of the above-named directors and/or officers of
the Registrant pursuant to a Power of Attorney being filed herewith.

    /S/ Richard S Willis
------------------------------------------
        Richard S Willis, Attorney-in-Fact

                                      -7-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

<TABLE> 
<CAPTION> 
Exhibit                                                                         Sequentially
No.                         Description of Document                             No. Page
-------                     -----------------------                             ------------
<S>       <C>                                                                   <C> 
5.1       Opinion of Kirkland & Ellis with respect to the legality of
          the shares of the Common Stock being registered.

23.1      Consent of Ernst & Young LLP.

23.2      Consent of Kirkland & Ellis (included in opinion filed as Exhibit 5.1).

24.1      Powers of Attorney.
</TABLE> 

                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19951}]
{"company-data": {"conformed-name": "PETERSEN COMPANIES INC", "cik": "0001043412", "assigned-sic": "2721", "irs-number": "364099296", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63669", "film-number": "98711388"}, "business-address": {"street1": "6420 WILSHIRE BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90048", "phone": "2137822000"}, "mail-address": {"street1": "6420 WILSHIRE BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90048"}}
As filed with the Securities and Exchange Commission on September 18, 1998

                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          THE PETERSEN COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                             36-4099296
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)
 
        6420 Wilshire Boulevard                                   90048
        Los Angeles, California                                (Zip Code)
(Address of Principal Executive Offices)

       THE PETERSEN COMPANIES, INC. EMPLOYEE STOCK DISCOUNT PURCHASE PLAN
                            (Full Title of the Plan)

                                Richard S Willis
              Executive Vice President and Chief Financial Officer
                          The Petersen Companies, Inc.
                            6420 Wilshire Boulevard
                         Los Angeles, California  90048
                    (Name and Address of Agent for Service)

                                 (213) 782-6200
          (Telephone Number, including Area Code of Agent for Service)

                                    Copy to:
                                    ------- 
                                Dennis M. Myers
                                Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois  60601
                                 (312) 861-2000
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
                                                     Proposed         Proposed Maximum     Amount of
Title of Securities to be      Amount to be      Maximum Offering        Aggregate        Registration
       Registered             Registered (1)    Price Per Share (2)    Offering Price          Fee
------------------------------------------------------------------------------------------------------
Class A Common Stock,         90,557 shares (3)       $27.75             $2,512,957           $742
par value $.01 per share
------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416 of the Securities Act, this Registration Statement
     also covers such additional shares of Class A Common Stock as may become
     issuable pursuant to anti-dilution provisions of the employee benefit plan
     described herein.
(2)  Estimated pursuant to Rule 457(h) based on the average of the high and low
     prices of the shares reported on the New York Stock Exchange on September
     15, 1998.
(3)  Shares reserved for issuance under The Petersen Companies, Inc. Employee
     Stock Discount Purchase Plan.
--------------------------------------------------------------------------------
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following documents filed by The Petersen Companies, Inc., a Delaware
corporation, (the "Corporation") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:

     (a)  The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-13373).

     (b)  The Corporation's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998 and June 30, 1998.

     (c)  The description of the Corporation's Class A Common Stock, par value
$.01 per share (the "Common Stock") contained in Item 1 of the Corporation's
Registration Statement on Form 8-A, filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on September 15, 1997.

     (d)  All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters 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 reports and 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
incorporated or 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.

                                      -2-
Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any transaction from which the director
derives an improper personal benefit, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends or redemptions of shares or (iv) for any
breach of a director's duty of loyalty to the company or its stockholders.
Article X, Part A, of the Corporation's Restated Certificate of Incorporation
(the "Restated Certificate") includes such a provision.

     The Corporation's Restated Certificate provides that each person who was or
is made a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a Director or officer of the Corporation or,
while a Director or officer of the Corporation, is or was serving at the request
of the Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a Director of officer or in any other capacity while serving as a Director or
officer, will be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights then permitted
prior thereto), against all expense, liability and loss (including attorneys'
fees, judgments, fines, excise exercise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnity in connection
therewith and such indemnification will continue as to an indemnitee who has
ceased to be a Director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators under the
Restated Certificate. This right of indemnification is a contractual right and
includes the obligation of the Corporation to pay the expenses incurred in
defending any such proceeding in advance of its final disposition (an "advance
of expenses"); provided, however, that, if and to the extent that the DGCL
requires, an advance of expenses incurred by indemnitee in his or her capacity
as a Director or officer (and not in any other capacity in which service was or
is rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) will be made only upon delivery to the Corporation of an
undertaking (an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it will ultimately be determined by final judicial
decision from which there is no further right to appeal (a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and

                                      -3-
agents of the Corporation with the same or lesser scope and effect as the
foregoing indemnification of Directors and officers.

     The Restated Certificate authorizes the Corporation purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation or was serving at the
request of the Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss asserted against him or her and incurred by him or
her in any such capacity, whether or not the Corporation would have the power to
indemnify such person against such expenses, liability or loss under the
Delaware General Corporation Law.

     The Restated Certificate provides that persons who after the date of the
adoption of the foregoing provision become or remain Directors or officers of
the Corporation or who, while a Director or officer of the Corporation, become
or remain a Director, officer, employee or agent of a subsidiary, shall be
conclusively presumed to have relied on the rights to indemnity, advance of
expenses and other rights contained in the Restated Certificate in entering into
or continuing such service. The rights to indemnification and to the advance of
expenses conferred in the Restated Certificate apply to claims made against an
indemnitee arising out of acts or omissions which occurred or occur both prior
and subsequent to the adoption hereof.

     The Restated Certificate provides that the rights to indemnification and to
the advance of expenses conferred in the Restated Certificate are not exclusive
of any other right which any person may have or hereafter acquire under the
Restated Certificate or under any statute, by-law, agreement, vote of
stockholders or disinterested Directors or otherwise.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     5.1   Opinion of Kirkland & Ellis with respect to the legality of the
           shares of the Common Stock being registered hereby.

     23.1  Consent of Ernst & Young LLP.

     23.2  Consent of Kirkland & Ellis (included in opinion filed as Exhibit
           5.1).

     24.1  Powers of Attorney.

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 of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a

                                      -4-
fundamental change in the information set forth in the Registration Statement;
and (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 the
Registration Statement is on 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 Securities Exchange Act of 1934
that are incorporated by reference in the 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; and
(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 the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 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.

                                      -5-
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act, 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 Los Angeles, State of California, on September 16,
1998.

                                             THE PETERSEN COMPANIES, INC.
 
                                              By: /S/ Richard S Willis
                                                 -------------------------------
                                                      Richard S Willis
                                                      Chief Financial Officer

                              *     *     *     *

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the date indicated.
Signature           Title                                  Date
        ---------           -----                                  ----
*               Chairman of the Board and        September 16, 1998 
--------------------------  Chief Executive Officer
   James D. Dunning, Jr.    (Principal Executive Officer)

            *               Executive Vice President-Chief   September 16, 1998
--------------------------  Financial Officer and Director
    Richard S Willis        (Principal Financial and
                            Accounting Officer)

            *               Director                         September 16, 1998
--------------------------
    Claeys Bahrenberg

            *               Director                         September 16, 1998
--------------------------
    Laurence H. Bloch

            *               Director                         September 16, 1998
--------------------------
      Avy H. Stein

            *               Director                         September 16, 1998
--------------------------
   Daniel H. Blumenthal
-6-
*                Director                         September 16, 1998
-------------------------
      Chip Block

           *                Director                         September 16, 1998
-------------------------
     John R. Willis

           *                Director                         September 16, 1998
-------------------------
    Stacey J. Lippman

                            Director                     
-------------------------
     David H. Moscow
*    The undersigned, by signing his name hereto, does sign and execute this
Registration Statement on behalf of the above-named directors and/or officers of
the Registrant pursuant to a Power of Attorney being filed herewith.

    /S/ Richard S Willis
------------------------------------------
        Richard S Willis, Attorney-in-Fact

                                      -7-
EXHIBIT INDEX
                                 -------------
Exhibit                                                                         Sequentially
No.                         Description of Document                             No. Page
-------                     -----------------------                             ------------
5.1       Opinion of Kirkland & Ellis with respect to the legality of
          the shares of the Common Stock being registered.

23.1      Consent of Ernst & Young LLP.

23.2      Consent of Kirkland & Ellis (included in opinion filed as Exhibit 5.1).

24.1      Powers of Attorney.
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