SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                  FORM 8-K
                               CURRENT REPORT


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


                             September 10, 1997
                             ------------------
                     (Date of earliest event reported)


                             BET HOLDINGS, INC.
                             ------------------
           (Exact name of Registrant as specified in its charter)


        Delaware              1-10880                  52-1742995     
     -----------------------------------------------------------------
     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)


                               One BET Plaza
                             1900 W Place, N.E.
                        Washington, D.C. 20018-1211
        (Address of principal executive offices, including zip code)


                               (202) 608-2000
                               --------------
            (Registrant's telephone number, including area code)


       _____________________________________________________________
       (Former name or former address, if changed since last report)


     ITEM 5.        OTHER EVENTS.

               On September 10, 1997 the Board of Directors of BET
     Holdings, Inc. (the "Company" or "BET") received a letter (the
     "Letter") from Robert L. Johnson, BET's Chairman and Chief
     Executive Officer, and Liberty Media Corporation ("Liberty"), a
     major shareholder of BET, to acquire, through a newly formed
     entity owned by them, all of BET's outstanding common stock which
     they do not own at a price per share of $48.00 cash (the
     "Offer").  The Letter states that the Offer will be subject to
     financing on terms and conditions acceptable to them and other
     terms and conditions customary to transactions of this nature.

               On September 16, 1997 the Board of Directors of the
     Company announced that it had appointed an independent committee,
     consisting of Mr. Delano E. Lewis, to review and report to the
     BET Board its evaluation of the Offer.  

               On or about September 11, 1997, purported class actions
     captioned Behrens v. Robert L. Johnson et al., C.A. No. 15921
     N.C., Harbor Finance Partners v. Peter R. Barton et al., C.A. No.
     15923 N.C., Tiger Options, L.L.C. v. Robert L. Johnson et al.,
     C.A. No. 15936, Friedman v. Robert L. Johnson et al., C.A. No.
     15924 N.C., and Ramos v. Robert L. Johnson et al., C.A. No. 15941
     N.C. were filed in the Court of Chancery of the State of Delaware
     in and for New Castle County.  The complaints name as defendants
     BET and members of its Board of Directors.  Three of the
     complaints also name as defendants Liberty and one of those
     complaints also names Tele-Communications Inc. ("TCI") as a
     defendant.  The complaints allege, among other things, that the
     proposed transaction is the product of unfair dealing, that the
     proposed purchase price is grossly inadequate, that the
     individual defendants, as well as defendants TCI and Liberty have
     breached fiduciary duties owing to the holders of the Company's
     Class A Common Stock including in failing to disclose material
     information, and that defendants have further breached their
     fiduciary duties by acting in a manner designed to benefit
     themselves at the expense of the public holders of the Company's
     Class A Common Stock.  The complaints seek preliminary and
     permanent injunctive relief, rescission in the event the
     transaction is consummated and compensatory damages.  The Company
     believes that the claims are meritless and intends to defend them
     vigorously.

               The above summaries of the Offer and the purported
     class actions are qualified in their entirety by reference to the
     complete text of the Letter and the purported class action
     complaints, which are filed herewith as exhibits 99.1 and 99.3,
     respectively.

     ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

     EXHIBIT NUMBER
     --------------
     99.1      Letter to the Board of Directors of BET Holdings, Inc.
               dated September 10, 1997 from Robert L. Johnson and
               Liberty Media Corporation.

     99.2      Press Release dated September 16, 1997 entitled "BET
               HOLDINGS' BOARD APPOINTS COMMITTEE TO REVIEW ROBERT L.
               JOHNSON AND LIBERTY MEDIA OFFER".

     99.3(a)   Behrens v. Robert L. Johnson et al., C.A. No. 15921
               N.C.

     99.3(b)   Harbor Finance Partners v. Peter R. Barton et al., C.A.
               No. 15923 N.C.

     99.3(c)   Tiger Options, L.L.C. v. Robert L. Johnson et al., C.A.
               No. 15936

     99.3(d)   Friedman v. Robert L. Johnson et al., C.A. No. 15924
               N.C.

     99.3(e)   Ramos v. Robert L. Johnson et al., C.A. No. 15941 N.C.



                                 SIGNATURES

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

                                   BET HOLDINGS, INC.

     Date: September 23, 1997      By:   /s/ Debra L. Lee
                                      ----------------------------
                                      Name:  Debra L. Lee
                                      Title: President and Chief
                                             Operating Officer



                               EXHIBIT INDEX

               The following exhibits are attached hereto and
     incorporated by reference:

     99.1      Letter to the Board of Directors of BET Holdings, Inc.
               dated September 10, 1997 from Robert L. Johnson and
               Liberty Media Corporation.

     99.2      Press Release dated September 16, 1997 entitled "BET
               HOLDINGS' BOARD APPOINTS COMMITTEE TO REVIEW ROBERT L.
               JOHNSON AND LIBERTY MEDIA OFFER".

     99.3(a)   Behrens v. Robert L. Johnson et al., C.A. No. 15921
               N.C.

     99.3(b)   Harbor Finance Partners v. Peter R. Barton et al., C.A.
               No. 15923 N.C.

     99.3(c)   Tiger Options, L.L.C. v. Robert L. Johnson et al., C.A.
               No. 15936

     99.3(d)   Friedman v. Robert L. Johnson et al., C.A. No. 15924
               N.C.

     99.3(e)   Ramos v. Robert L. Johnson et al., C.A. No. 15941 N.C.
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

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

                             September 10, 1997
                             ------------------
                     (Date of earliest event reported)

                             BET HOLDINGS, INC.
                             ------------------
           (Exact name of Registrant as specified in its charter)

        Delaware              1-10880                  52-1742995     
     -----------------------------------------------------------------
     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)

                               One BET Plaza
                             1900 W Place, N.E.
                        Washington, D.C. 20018-1211
        (Address of principal executive offices, including zip code)

                               (202) 608-2000
                               --------------
            (Registrant's telephone number, including area code)

       _____________________________________________________________
       (Former name or former address, if changed since last report)

     ITEM 5.        OTHER EVENTS.

               On September 10, 1997 the Board of Directors of BET
     Holdings, Inc. (the "Company" or "BET") received a letter (the
     "Letter") from Robert L. Johnson, BET's Chairman and Chief
     Executive Officer, and Liberty Media Corporation ("Liberty"), a
     major shareholder of BET, to acquire, through a newly formed
     entity owned by them, all of BET's outstanding common stock which
     they do not own at a price per share of $48.00 cash (the
     "Offer").  The Letter states that the Offer will be subject to
     financing on terms and conditions acceptable to them and other
     terms and conditions customary to transactions of this nature.

               On September 16, 1997 the Board of Directors of the
     Company announced that it had appointed an independent committee,
     consisting of Mr. Delano E. Lewis, to review and report to the
     BET Board its evaluation of the Offer.  

               On or about September 11, 1997, purported class actions
     captioned Behrens v. Robert L. Johnson et al., C.A. No. 15921
     N.C., Harbor Finance Partners v. Peter R. Barton et al., C.A. No.
     15923 N.C., Tiger Options, L.L.C. v. Robert L. Johnson et al.,
     C.A. No. 15936, Friedman v. Robert L. Johnson et al., C.A. No.
     15924 N.C., and Ramos v. Robert L. Johnson et al., C.A. No. 15941
     N.C. were filed in the Court of Chancery of the State of Delaware
     in and for New Castle County.  The complaints name as defendants
     BET and members of its Board of Directors.  Three of the
     complaints also name as defendants Liberty and one of those
     complaints also names Tele-Communications Inc. ("TCI") as a
     defendant.  The complaints allege, among other things, that the
     proposed transaction is the product of unfair dealing, that the
     proposed purchase price is grossly inadequate, that the
     individual defendants, as well as defendants TCI and Liberty have
     breached fiduciary duties owing to the holders of the Company's
     Class A Common Stock including in failing to disclose material
     information, and that defendants have further breached their
     fiduciary duties by acting in a manner designed to benefit
     themselves at the expense of the public holders of the Company's
     Class A Common Stock.  The complaints seek preliminary and
     permanent injunctive relief, rescission in the event the
     transaction is consummated and compensatory damages.  The Company
     believes that the claims are meritless and intends to defend them
     vigorously.

               The above summaries of the Offer and the purported
     class actions are qualified in their entirety by reference to the
     complete text of the Letter and the purported class action
     complaints, which are filed herewith as exhibits 99.1 and 99.3,
     respectively.

     ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

     EXHIBIT NUMBER
     --------------
     99.1      Letter to the Board of Directors of BET Holdings, Inc.
               dated September 10, 1997 from Robert L. Johnson and
               Liberty Media Corporation.

     99.2      Press Release dated September 16, 1997 entitled "BET
               HOLDINGS' BOARD APPOINTS COMMITTEE TO REVIEW ROBERT L.
               JOHNSON AND LIBERTY MEDIA OFFER".

     99.3(a)   Behrens v. Robert L. Johnson et al., C.A. No. 15921
               N.C.

     99.3(b)   Harbor Finance Partners v. Peter R. Barton et al., C.A.
               No. 15923 N.C.

     99.3(c)   Tiger Options, L.L.C. v. Robert L. Johnson et al., C.A.
               No. 15936

     99.3(d)   Friedman v. Robert L. Johnson et al., C.A. No. 15924
               N.C.

     99.3(e)   Ramos v. Robert L. Johnson et al., C.A. No. 15941 N.C.

                                 SIGNATURES

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

                                   BET HOLDINGS, INC.

     Date: September 23, 1997      By:   /s/ Debra L. Lee
                                      ----------------------------
                                      Name:  Debra L. Lee
                                      Title: President and Chief
                                             Operating Officer

                               EXHIBIT INDEX

               The following exhibits are attached hereto and
     incorporated by reference:

     99.1      Letter to the Board of Directors of BET Holdings, Inc.
               dated September 10, 1997 from Robert L. Johnson and
               Liberty Media Corporation.

     99.2      Press Release dated September 16, 1997 entitled "BET
               HOLDINGS' BOARD APPOINTS COMMITTEE TO REVIEW ROBERT L.
               JOHNSON AND LIBERTY MEDIA OFFER".

     99.3(a)   Behrens v. Robert L. Johnson et al., C.A. No. 15921
               N.C.

     99.3(b)   Harbor Finance Partners v. Peter R. Barton et al., C.A.
               No. 15923 N.C.

     99.3(c)   Tiger Options, L.L.C. v. Robert L. Johnson et al., C.A.
               No. 15936

     99.3(d)   Friedman v. Robert L. Johnson et al., C.A. No. 15924
               N.C.

     99.3(e)   Ramos v. Robert L. Johnson et al., C.A. No. 15941 N.C.