<PAGE>

     As Filed With The Securities And Exchange Commission on March __, 1996

                                                      Registration No. 33-      

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


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

                              --------------------

                           HERITAGE MEDIA CORPORATION 

               (Exact name of issuer as specified in its charter)

               Iowa                                   42-1299303
     (State of incorporation)             (I.R.S. employer identification no.)

         One Galleria Tower                             75240
    13355 Noel Road, Suite 1500                       (Zip code)
            Dallas, Texas 
(Address of principal executive office)

                              --------------------

           DIMAC Corporation's 1994 Stock Option and Stock Award Plan
                            (Full title of the plan)


                   James P. Lehr                       Bruce H. Hallett
      Senior Vice President--Chief Accounting      Crouch & Hallett, L.L.P.
            and Administration Officer               717 N. Harwood Street
            Heritage Media Corporation                    Suite 1400
                One Galleria Tower                   Dallas, Texas  75201
            13355 Noel Road, Suite 1500                 (214) 953-0053
               Dallas, Texas  75240
                  (214) 702-7380

         (Names, addresses and telephone numbers, including area codes,
                             of agents for service)

                              --------------------

APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:  Sales
to the optionees of securities proposed to be registered hereunder will occur
from time to time after the effective date of this Registration Statement.

                              --------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                 PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES        AMOUNT TO BE              OFFERING                AGGREGATE                AMOUNT OF
 TO BE REGISTERED           REGISTERED           PRICE PER SHARE          OFFERING PRICE          REGISTRATION FEE*
-------------------        ------------          ----------------       ----------------          -----------------
     <S>                     <C>                      <C>                      <C>                         <C>
Class A Common Stock,
$0.01 par value            298,232 Shs.               $36.75               $10,960,026                   $3,780
</TABLE>

-------------------------------------------------------------------------------

* Estimated solely for purposes of calculating the registration fee, which has
been computed in accordance with Rule 457, based on the average high and low
prices of the registrant's Common Stock on March 4, 1996, as reported on the
American Stock Exchange.

<PAGE>

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.


     The documents listed (i) through (iii) below are hereby incorporated by 
reference into this Registration Statement.  All documents subsequently filed 
by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 (the "1934 Act") prior to filing of a 
post-effective amendment which indicates that all securities offered 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 filing of such documents.

     (i)  The registrant's latest annual report filed pursuant to Section 13 
or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 
424(b) or (c) under the Securities Act of 1933 (the "1933 Act"), which 
contains, either directly or by incorporation by reference, certified 
financial statements for the registrant's latest fiscal year for which such 
statements have been filed.

     (ii)  All other reports filed pursuant to Section 13(a) and 15(d) of the 
1934 Act since the end of the fiscal year covered by the annual reports or 
the prospectus referred to in (i) above.

     (iii)  The description of the registrant's Common Stock which is 
contained in a registration statement on Form 8-A filed under the 1934 Act, 
including any amendment or report filed for the purpose of updating such 
description.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Sections 851 and 856 of the Iowa Business Corporation Act provide that a 
corporation has the power to indemnify its directors and officers against 
liabilities and expenses incurred by reason of such person serving in the 
capacity of director or officer, if such person has acted in good faith and 
in a manner reasonably believed by the individual to be in or not opposed to 
the best interests of the corporation, and in any criminal proceeding if such 
person had no reasonable cause to believe the individual's conduct was 
unlawful.  The foregoing indemnity provisions notwithstanding, in the case of 
actions brought by or in the right of the corporation, 


                                      -1-

<PAGE>

no indemnification shall be made to such director or officer with respect to 
any matter as to which such individual has been adjudged to be liable to the 
corporation unless, and only to the extent that, the adjudicating court 
determines that indemnification is proper under the circumstances.

     Article XIII, Section 1 of the registrant's Amended and Restated 
Articles of Incorporation and Article III, Section 13, Subsection 1 of the 
registrant's By-laws provide that no director shall be liable to the 
registrant or its shareholders for monetary damages for breach of fiduciary 
duty as a director, provided that the liability of a director is not 
eliminated or limited (i) for any breach of the director's duty of loyalty to 
the registrant or its shareholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or knowing violation of law, 
(iii) any transaction from which such director derived an improper personal 
benefit, and (iv) under Section 833 of the Iowa Business Corporation Act.

     Article XIII, Section 2 of the registrant's Amended and Restated 
Articles of Incorporation and Article III, Section 13, Subsection 1 of the 
registrant's By-laws provide, in general, that the registrant shall indemnify 
its directors and officers under the circumstances defined in Sections 851 
and 856 of the Iowa Business Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

      4(a)     DIMAC Corporation's 1994 Stock Option and Stock Award Plan and
               related forms of stock option agreements (filed herewith).

      5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).

     23(a)     Consent of KPMG Peat Marwick LLP (filed herewith)

     23(b)     Consent of Crouch & Hallett, L.L.P. (included as part of
               Exhibit 5).

ITEM 9.  UNDERTAKINGS.

               (1)  The undersigned registrant hereby undertakes:

                    (a)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this 


                                      -2-

<PAGE>

               registration statement to include any material information 
               with respect to the plan of distribution not previously 
               disclosed in the registration statement or any material change 
               to such information in the registration statement; and

                    (b)  That, for the purpose of determining any liability
               under the Securities Act of 1933, 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 the time shall be deemed to be the initial
               bona fide offering thereof; and

                    (c)  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.

               (2)  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, each 
filing of the registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each 
filing of an employee benefit plan's annual report pursuant to Section 15(d) 
of the Securities Exchange Act of 1934) that is incorporated by reference in 
the 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.

               (3)  Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the certificate of 
incorporation or bylaws of the registrant 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 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 Act and 
will be governed by the final adjudication of such issue.


                                      -3-

<PAGE>

                                  SIGNATURES


               Pursuant to the requirements of the Securities Act of 1933, as 
amended, 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 Dallas and the State 
of Texas, on the ______ day of March, 1996.

                                        HERITAGE MEDIA CORPORATION

                                        By ___________________________________
                                             James P. Lehr, Senior Vice
                                             President--Chief Accounting and
                                             Administration Officer


               Pursuant to the requirements of the Securities Act of 1933, as 
amended, this registration statement has been signed below by the following 
persons in the capacities and on March ______, 1996.

<TABLE>
<CAPTION>
SIGNATURE                                 TITLE
---------                                 -----
<S>                                          <C>


__________________________                Chairman of the Board
James M. Hoak, Jr.                        and Director


__________________________                President and Director
David N. Walthall                         (Principal Executive Officer)


__________________________                Executive Vice President - Chief
Douglas N. Woodrum                        Financial Officer (Principal 
                                          Financial Officer)

__________________________                Senior Vice President--Chief
James P. Lehr                             Accounting and Administration
                                          Officer (Principal Accounting 
                                          Officer)


__________________________                Director
James S. Cownie


                                     II-1

<PAGE>

__________________________                Director
Joseph M. Grant


__________________________                Director
Clark A. Johnson


__________________________                Director
Alan R. Kahn


</TABLE>




























                                    II-2

<PAGE>

                                   INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                 Sequentially
    Exhibit                                                                        Numbered
    Number                       Description of Exhibits                             Page
    ------                       -----------------------                         -----------
<S>            <C>                                                               <C>
      4(a)     DIMAC Corporation's 1994 Stock Option and Stock Award Plan and
               related forms of stock option agreements (filed herewith).

      5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).

     23(a)     Consent of KPMG Peat Marwick LLP (filed herewith).

     23(b)     Consent of Crouch & Hallett, L.L.P. (included as part of
               Exhibit 5).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13938}]
{"company-data": {"conformed-name": "HERITAGE MEDIA CORP", "cik": "0000821020", "assigned-sic": "7310", "irs-number": "421299303", "state-of-incorporation": "IA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01721", "film-number": "96534965"}, "business-address": {"street1": "13355 NOEL RD STE 1500", "street2": "ONE GALLERIA TWR", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2147027380"}, "mail-address": {"street1": "ONE GALLERIA TWR", "street2": "13355 NOEL RD STE 1500", "city": "DALLAS", "state": "TX", "zip": "75240"}}
As Filed With The Securities And Exchange Commission on March __, 1996

                                                      Registration No. 33-      

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

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

                              --------------------

                           HERITAGE MEDIA CORPORATION 

               (Exact name of issuer as specified in its charter)

               Iowa                                   42-1299303
     (State of incorporation)             (I.R.S. employer identification no.)

         One Galleria Tower                             75240
    13355 Noel Road, Suite 1500                       (Zip code)
            Dallas, Texas 
(Address of principal executive office)

                              --------------------

           DIMAC Corporation's 1994 Stock Option and Stock Award Plan
                            (Full title of the plan)

                   James P. Lehr                       Bruce H. Hallett
      Senior Vice President--Chief Accounting      Crouch & Hallett, L.L.P.
            and Administration Officer               717 N. Harwood Street
            Heritage Media Corporation                    Suite 1400
                One Galleria Tower                   Dallas, Texas  75201
            13355 Noel Road, Suite 1500                 (214) 953-0053
               Dallas, Texas  75240
                  (214) 702-7380

         (Names, addresses and telephone numbers, including area codes,
                             of agents for service)

                              --------------------

APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:  Sales
to the optionees of securities proposed to be registered hereunder will occur
from time to time after the effective date of this Registration Statement.

                              --------------------

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES        AMOUNT TO BE              OFFERING                AGGREGATE                AMOUNT OF
 TO BE REGISTERED           REGISTERED           PRICE PER SHARE          OFFERING PRICE          REGISTRATION FEE*
-------------------        ------------          ----------------       ----------------          -----------------
Class A Common Stock,
$0.01 par value            298,232 Shs.               $36.75               $10,960,026                   $3,780
-------------------------------------------------------------------------------

* Estimated solely for purposes of calculating the registration fee, which has
been computed in accordance with Rule 457, based on the average high and low
prices of the registrant's Common Stock on March 4, 1996, as reported on the
American Stock Exchange.
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed (i) through (iii) below are hereby incorporated by 
reference into this Registration Statement.  All documents subsequently filed 
by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 (the "1934 Act") prior to filing of a 
post-effective amendment which indicates that all securities offered 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 filing of such documents.

     (i)  The registrant's latest annual report filed pursuant to Section 13 
or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 
424(b) or (c) under the Securities Act of 1933 (the "1933 Act"), which 
contains, either directly or by incorporation by reference, certified 
financial statements for the registrant's latest fiscal year for which such 
statements have been filed.

     (ii)  All other reports filed pursuant to Section 13(a) and 15(d) of the 
1934 Act since the end of the fiscal year covered by the annual reports or 
the prospectus referred to in (i) above.

     (iii)  The description of the registrant's Common Stock which is 
contained in a registration statement on Form 8-A filed under the 1934 Act, 
including any amendment or report filed for the purpose of updating such 
description.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Sections 851 and 856 of the Iowa Business Corporation Act provide that a 
corporation has the power to indemnify its directors and officers against 
liabilities and expenses incurred by reason of such person serving in the 
capacity of director or officer, if such person has acted in good faith and 
in a manner reasonably believed by the individual to be in or not opposed to 
the best interests of the corporation, and in any criminal proceeding if such 
person had no reasonable cause to believe the individual's conduct was 
unlawful.  The foregoing indemnity provisions notwithstanding, in the case of 
actions brought by or in the right of the corporation, 

                                      -1-
no indemnification shall be made to such director or officer with respect to 
any matter as to which such individual has been adjudged to be liable to the 
corporation unless, and only to the extent that, the adjudicating court 
determines that indemnification is proper under the circumstances.

     Article XIII, Section 1 of the registrant's Amended and Restated 
Articles of Incorporation and Article III, Section 13, Subsection 1 of the 
registrant's By-laws provide that no director shall be liable to the 
registrant or its shareholders for monetary damages for breach of fiduciary 
duty as a director, provided that the liability of a director is not 
eliminated or limited (i) for any breach of the director's duty of loyalty to 
the registrant or its shareholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or knowing violation of law, 
(iii) any transaction from which such director derived an improper personal 
benefit, and (iv) under Section 833 of the Iowa Business Corporation Act.

     Article XIII, Section 2 of the registrant's Amended and Restated 
Articles of Incorporation and Article III, Section 13, Subsection 1 of the 
registrant's By-laws provide, in general, that the registrant shall indemnify 
its directors and officers under the circumstances defined in Sections 851 
and 856 of the Iowa Business Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

      4(a)     DIMAC Corporation's 1994 Stock Option and Stock Award Plan and
               related forms of stock option agreements (filed herewith).

      5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).

     23(a)     Consent of KPMG Peat Marwick LLP (filed herewith)

     23(b)     Consent of Crouch & Hallett, L.L.P. (included as part of
               Exhibit 5).

ITEM 9.  UNDERTAKINGS.

               (1)  The undersigned registrant hereby undertakes:

                    (a)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this 

                                      -2-
registration statement to include any material information 
               with respect to the plan of distribution not previously 
               disclosed in the registration statement or any material change 
               to such information in the registration statement; and

                    (b)  That, for the purpose of determining any liability
               under the Securities Act of 1933, 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 the time shall be deemed to be the initial
               bona fide offering thereof; and

                    (c)  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.

               (2)  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, each 
filing of the registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each 
filing of an employee benefit plan's annual report pursuant to Section 15(d) 
of the Securities Exchange Act of 1934) that is incorporated by reference in 
the 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.

               (3)  Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the certificate of 
incorporation or bylaws of the registrant 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 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 Act and 
will be governed by the final adjudication of such issue.

                                      -3-
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as 
amended, 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 Dallas and the State 
of Texas, on the ______ day of March, 1996.

                                        HERITAGE MEDIA CORPORATION

                                        By ___________________________________
                                             James P. Lehr, Senior Vice
                                             President--Chief Accounting and
                                             Administration Officer

               Pursuant to the requirements of the Securities Act of 1933, as 
amended, this registration statement has been signed below by the following 
persons in the capacities and on March ______, 1996.
SIGNATURE                                 TITLE
---------                                 -----
__________________________                Chairman of the Board
James M. Hoak, Jr.                        and Director

__________________________                President and Director
David N. Walthall                         (Principal Executive Officer)

__________________________                Executive Vice President - Chief
Douglas N. Woodrum                        Financial Officer (Principal 
                                          Financial Officer)

__________________________                Senior Vice President--Chief
James P. Lehr                             Accounting and Administration
                                          Officer (Principal Accounting 
                                          Officer)

__________________________                Director
James S. Cownie

                                     II-1
__________________________                Director
Joseph M. Grant

__________________________                Director
Clark A. Johnson

__________________________                Director
Alan R. Kahn
II-2
INDEX TO EXHIBITS
Sequentially
    Exhibit                                                                        Numbered
    Number                       Description of Exhibits                             Page
    ------                       -----------------------                         -----------
4(a)     DIMAC Corporation's 1994 Stock Option and Stock Award Plan and
               related forms of stock option agreements (filed herewith).

      5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).

     23(a)     Consent of KPMG Peat Marwick LLP (filed herewith).

     23(b)     Consent of Crouch & Hallett, L.L.P. (included as part of
               Exhibit 5).