<PAGE>


As filed with the Securities and Exchange Commission on November 24, 1999.
                                               Registration No. 33-___________
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                       CANTERBURY PARK HOLDING CORPORATION
              (Exact name of registrant as specified in its charter)

             MINNESOTA                                         41-1775532
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)

                               1100 CANTERBURY ROAD
                             SHAKOPEE, MINNESOTA 55379
               (Address of Principal Executive Offices and zip code)

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

                       CANTERBURY PARK HOLDING CORPORATION
                                 1994 STOCK PLAN
                            (Full title of the Plan)

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

                                                     Copy to:
  Randall D. Sampson                                 Richard A. Primuth
  President                                          Lindquist & Vennum P.L.L.P.
  1100 Canterbury Road                               4200 IDS Center
  Shakopee, Minnesota 55379                          Minneapolis, MN 55402
  (612) 445-7223                                     (612) 371-3260
  (Name, address and telephone
  number, including area code,
  of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                  Proposed               Proposed
Title of                                           Maximum                Maximum
Securities                   Amount               Offering               Aggregate                Amount of
to be                         to be                 Price                Offering               Registration
Registered                Registered(2)         Per Share(1)             Price(1)                    Fee
------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                      <C>                    <C>
Common Stock,            350,000 shares          $5.44                    $1,904,000              $529.31
$.01 par value,
to be issued pursuant
to Canterbury Park Holding Corporation
1994 Stock Plan
------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the average of the high
     and low prices of the Company's Common Stock on the Nasdaq SmallCap
     Market on November 19, 1999.
(2)  250,000 shares were registered on Form S-8 (File No. 33-96580) on
     September 6, 1995 and 250,000 shares were registered on Form S-8 (File
     No. 333-34509) on August 28, 1997 and 350,000 shares are being
     registered herewith.

<PAGE>


               INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

          A Registration Statement on Form S-8 (File No. 33-96580) was filed
with the Securities and Exchange Commission on September 6, 1995 covering the
registration of 250,000 shares initially authorized for issuance under the
Company's 1994 Stock Plan (the "Plan"). A filing fee of $215.52 was paid at
the time that Registration Statement was filed. A Registration Statement on
Form S-8 (File No. 333-34509) was filed with the Securities and Exchange
Commission on August 28, 1997 covering the registraton of 250,000 shares
authorized for issuance under the Plan. A filing fee of $274.62 was paid at
the time that Registration Statement was filed. Pursuant to General
Instruction E of Form S-8 and Rule 429, this Registration Statement is being
filed to register an additional 350,000 shares authorized under the Plan. An
amendment to the Plan to increase the reserved and authorized number of
shares under the Plan by 350,000 was authorized by the Company's Board of
Directors on January 19, 1999 and such amendment was approved by the
Company's shareholders on June 3, 1999. This Registration Statement should
also be considered a post-effective amendment to the prior Registration
Statement. The contents of the prior Registration Statement are incorporated
herein by reference.

                                   PART I

          Pursuant to Part I of Form S-8, the information required by Items 1
and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                   PART II

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

          (a)  The Annual Report of the Company on Form 10-KSB for the fiscal
               year ended December 31, 1998.

          (b)  The Definitive Proxy Statement dated May 7, 1999 for the 1999
               Annual Meeting of Shareholders held June 3, 1999.

          (c)  The Quarterly Reports of the Company on Form 10-QSB for the
               quarters ended March 31, 1999, June 30, 1999 and September 30,
               1999.

          (d)  The description of the Company's Common Stock as set forth in
               the Company's Form SB-2 Registration Statement dated July 1,
               1994 (Registration No. 33-81262C), including any amendment or
               report filed for the purpose of updating such description.

          All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the 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 in this
Registration Statement and to be a part hereof from the date of filing of
such documents.


                                       1

<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.

          Article VIII of the Registrant's Restated Articles of Incorporation
provide that the Registrant shall indemnify its directors to the extent
required or permitted by Minnesota Statutes or other provisions of law.

         The Registrant's Bylaws provide that the Registrant shall indemnify
any person made or threatened to be made a party to a proceeding, by reason
of the former or present official capacity of the person, against judgments,
penalties, fines, including without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, provided
the person seeking indemnification meets five criteria set forth in Section
9.02(a) of the Registrant's Bylaws. In addition, the Registrant's Bylaws
provide that the Registrant may purchase and maintain insurance on behalf of
directors, officers and employees serving the Registrant, or any other
company at the request of the Registrant, whether or not the Registrant would
have the power to indemnify such persons against such liability under the
Bylaws.

          The Registrant's Bylaws also authorize the Board of Directors, to
the extent permitted by applicable law, to indemnify any person or entity not
described in the Bylaws pursuant to, and to the extent described in, an
agreement authorized by a majority of the officers then in office.

          Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their
official capacity as an officer, director, employee or agent of the
corporation against judgments, penalties, fines, including without
limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection with
the proceeding if, with respect to the acts or omissions of such person
complained of in the proceeding, such person (i) has not been indemnified by
another organization or employee benefit plan for the same expenses with
respect to the same acts or omissions; (ii) acted in good faith; (iii)
received no improper personal benefit and Minnesota Statutes, Section
302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause
to believe the conduct was unlawful; and (v) in the case of acts or omissions
by persons in their official capacity for the corporation, reasonably
believed that the conduct was in the best interests of the corporation, or in
the case of acts or omissions by persons in their capacity for other
organizations, reasonably believed that the conduct was not opposed to the
best interests of the corporation. In addition, Section 302A.521, subd. 3, of
the Minnesota Statutes requires payment or reimbursement by the corporation,
upon written request, of reasonable expenses (including attorneys' fees)
incurred by a person in advance of the final disposition of a proceeding in
certain instances if a decision as to required indemnification is made by a
disinterested majority of the Board of Directors present at a meeting at
which a disinterested quorum is present, or by a designated committee of the
Board, by special legal counsel, by the shareholders or by a court.


                                       2

<PAGE>


          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been
advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


ITEM 8.   EXHIBITS.

<TABLE>
<CAPTION>

EXHIBIT
<S>       <C>
4.1       Canterbury Park Holding Corporation 1994 Stock Plan, as amended

5.1       Opinion of Lindquist & Vennum P.L.L.P.

23.1      Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2      Consent of Deloitte & Touche LLP, independent public accountants

24.1      Power of Attorney (set forth on the signature page hereof)

</TABLE>

ITEM 9.   UNDERTAKINGS.

          The Company hereby undertakes:

(a)  (1)  File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

          (i)  Include any prospectus required by section 10(a)(3) of the
     Securities Act of 1933;

         (ii)  Reflect in the prospectus any facts or events arising after
     the effective date of the 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 the registration statement. Notwithstanding the foregoing, any
     increase or decrease in volume of securities offered (if the total
     dollar value of securities offered would not exceed that which was
     registered) and any deviation from the low or high end of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Commission pursuant to Rule 424(b) under the Securities Act of
     1933 if, in the aggregate, the changes in volume and price represent no
     more than a 20% change in the maximum aggregate offering price set forth
     in the "Calculation of Registration Fee" table in the effective
     registration statement; and

        (iii)  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.


                                       3
<PAGE>


     (2)  For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.

     (3)  File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b)  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 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.

(h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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 small business issuer of expenses
incurred or paid by a director, officer or controlling person of the small
business issuer 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 small business issuer 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.


                                       4

<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 Minneapolis, State of Minnesota, on
November 24, 1999.

               CANTERBURY PARK HOLDING CORPORATION


               By  /s/ Randall D. Sampson
                   ---------------------------------------------------------
                       Randall D. Sampson, Chief Executive Officer,
                       President and Treasurer (Principal Executive Officer,
                       Principal Financial Officer and Principal Accounting
                       Officer)


                                POWER OF ATTORNEY

          The undersigned officers and directors of Canterbury Park Holding
Corporation hereby constitute and appoint Randall D. Sampson and Curtis A.
Sampson, or either of them, with power to act one without the other, our true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities to sign
any and all amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue
hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on November 24, 1999 and in the capacities indicated.

Signature                                   Title
---------                                   -----

/s/ Curtis A. Sampson                       Chairman of the Board
----------------------------------
Curtis A. Sampson


/s/ Dale H. Schenian                        Vice Chairman of the Board
----------------------------------
Dale H. Schenian


/s/ Randall D. Sampson                      Chief Executive Officer, President
----------------------------------          Treasurer (Principal Executive
Randall D. Sampson                          Officer, Principal Financial Officer
                                            and Principal Accounting Officer)
                                            and Director


                                       5

<PAGE>


/s/ Brian C. Barenscheer                    Director
----------------------------------
Brian C. Barenscheer

/s/ Terence J. McWilliams                   Director
----------------------------------
Terence J. McWilliams

/s/ Gibson Carothers                        Director
----------------------------------
Gibson Carothers

/s/ Carin J. Offerman                       Director
----------------------------------
Carin J. Offerman


                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18693}]
{"company-data": {"conformed-name": "CANTERBURY PARK HOLDING CORP", "cik": "0000926761", "assigned-sic": "7948", "irs-number": "411775532", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91591", "film-number": "99763742"}, "business-address": {"street1": "1100 CANTERBURY DR", "city": "SHAKOPEE", "state": "MN", "zip": "55379", "phone": "6124457223"}}
As filed with the Securities and Exchange Commission on November 24, 1999.
                                               Registration No. 33-___________
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                       CANTERBURY PARK HOLDING CORPORATION
              (Exact name of registrant as specified in its charter)

             MINNESOTA                                         41-1775532
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)

                               1100 CANTERBURY ROAD
                             SHAKOPEE, MINNESOTA 55379
               (Address of Principal Executive Offices and zip code)

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

                       CANTERBURY PARK HOLDING CORPORATION
                                 1994 STOCK PLAN
                            (Full title of the Plan)

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

                                                     Copy to:
  Randall D. Sampson                                 Richard A. Primuth
  President                                          Lindquist & Vennum P.L.L.P.
  1100 Canterbury Road                               4200 IDS Center
  Shakopee, Minnesota 55379                          Minneapolis, MN 55402
  (612) 445-7223                                     (612) 371-3260
  (Name, address and telephone
  number, including area code,
  of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                                                  Proposed               Proposed
Title of                                           Maximum                Maximum
Securities                   Amount               Offering               Aggregate                Amount of
to be                         to be                 Price                Offering               Registration
Registered                Registered(2)         Per Share(1)             Price(1)                    Fee
------------------------------------------------------------------------------------------------------------
Common Stock,            350,000 shares          $5.44                    $1,904,000              $529.31
$.01 par value,
to be issued pursuant
to Canterbury Park Holding Corporation
1994 Stock Plan
------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the average of the high
     and low prices of the Company's Common Stock on the Nasdaq SmallCap
     Market on November 19, 1999.
(2)  250,000 shares were registered on Form S-8 (File No. 33-96580) on
     September 6, 1995 and 250,000 shares were registered on Form S-8 (File
     No. 333-34509) on August 28, 1997 and 350,000 shares are being
     registered herewith.
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

          A Registration Statement on Form S-8 (File No. 33-96580) was filed
with the Securities and Exchange Commission on September 6, 1995 covering the
registration of 250,000 shares initially authorized for issuance under the
Company's 1994 Stock Plan (the "Plan"). A filing fee of $215.52 was paid at
the time that Registration Statement was filed. A Registration Statement on
Form S-8 (File No. 333-34509) was filed with the Securities and Exchange
Commission on August 28, 1997 covering the registraton of 250,000 shares
authorized for issuance under the Plan. A filing fee of $274.62 was paid at
the time that Registration Statement was filed. Pursuant to General
Instruction E of Form S-8 and Rule 429, this Registration Statement is being
filed to register an additional 350,000 shares authorized under the Plan. An
amendment to the Plan to increase the reserved and authorized number of
shares under the Plan by 350,000 was authorized by the Company's Board of
Directors on January 19, 1999 and such amendment was approved by the
Company's shareholders on June 3, 1999. This Registration Statement should
also be considered a post-effective amendment to the prior Registration
Statement. The contents of the prior Registration Statement are incorporated
herein by reference.

                                   PART I

          Pursuant to Part I of Form S-8, the information required by Items 1
and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                   PART II

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

          (a)  The Annual Report of the Company on Form 10-KSB for the fiscal
               year ended December 31, 1998.

          (b)  The Definitive Proxy Statement dated May 7, 1999 for the 1999
               Annual Meeting of Shareholders held June 3, 1999.

          (c)  The Quarterly Reports of the Company on Form 10-QSB for the
               quarters ended March 31, 1999, June 30, 1999 and September 30,
               1999.

          (d)  The description of the Company's Common Stock as set forth in
               the Company's Form SB-2 Registration Statement dated July 1,
               1994 (Registration No. 33-81262C), including any amendment or
               report filed for the purpose of updating such description.

          All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the 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 in this
Registration Statement and to be a part hereof from the date of filing of
such documents.

                                       1
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 VIII of the Registrant's Restated Articles of Incorporation
provide that the Registrant shall indemnify its directors to the extent
required or permitted by Minnesota Statutes or other provisions of law.

         The Registrant's Bylaws provide that the Registrant shall indemnify
any person made or threatened to be made a party to a proceeding, by reason
of the former or present official capacity of the person, against judgments,
penalties, fines, including without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, provided
the person seeking indemnification meets five criteria set forth in Section
9.02(a) of the Registrant's Bylaws. In addition, the Registrant's Bylaws
provide that the Registrant may purchase and maintain insurance on behalf of
directors, officers and employees serving the Registrant, or any other
company at the request of the Registrant, whether or not the Registrant would
have the power to indemnify such persons against such liability under the
Bylaws.

          The Registrant's Bylaws also authorize the Board of Directors, to
the extent permitted by applicable law, to indemnify any person or entity not
described in the Bylaws pursuant to, and to the extent described in, an
agreement authorized by a majority of the officers then in office.

          Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their
official capacity as an officer, director, employee or agent of the
corporation against judgments, penalties, fines, including without
limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection with
the proceeding if, with respect to the acts or omissions of such person
complained of in the proceeding, such person (i) has not been indemnified by
another organization or employee benefit plan for the same expenses with
respect to the same acts or omissions; (ii) acted in good faith; (iii)
received no improper personal benefit and Minnesota Statutes, Section
302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause
to believe the conduct was unlawful; and (v) in the case of acts or omissions
by persons in their official capacity for the corporation, reasonably
believed that the conduct was in the best interests of the corporation, or in
the case of acts or omissions by persons in their capacity for other
organizations, reasonably believed that the conduct was not opposed to the
best interests of the corporation. In addition, Section 302A.521, subd. 3, of
the Minnesota Statutes requires payment or reimbursement by the corporation,
upon written request, of reasonable expenses (including attorneys' fees)
incurred by a person in advance of the final disposition of a proceeding in
certain instances if a decision as to required indemnification is made by a
disinterested majority of the Board of Directors present at a meeting at
which a disinterested quorum is present, or by a designated committee of the
Board, by special legal counsel, by the shareholders or by a court.

                                       2
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been
advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.
EXHIBIT
4.1       Canterbury Park Holding Corporation 1994 Stock Plan, as amended

5.1       Opinion of Lindquist & Vennum P.L.L.P.

23.1      Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2      Consent of Deloitte & Touche LLP, independent public accountants

24.1      Power of Attorney (set forth on the signature page hereof)
ITEM 9.   UNDERTAKINGS.

          The Company hereby undertakes:

(a)  (1)  File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

          (i)  Include any prospectus required by section 10(a)(3) of the
     Securities Act of 1933;

         (ii)  Reflect in the prospectus any facts or events arising after
     the effective date of the 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 the registration statement. Notwithstanding the foregoing, any
     increase or decrease in volume of securities offered (if the total
     dollar value of securities offered would not exceed that which was
     registered) and any deviation from the low or high end of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Commission pursuant to Rule 424(b) under the Securities Act of
     1933 if, in the aggregate, the changes in volume and price represent no
     more than a 20% change in the maximum aggregate offering price set forth
     in the "Calculation of Registration Fee" table in the effective
     registration statement; and

        (iii)  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.

                                       3
(2)  For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.

     (3)  File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b)  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 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.

(h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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 small business issuer of expenses
incurred or paid by a director, officer or controlling person of the small
business issuer 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 small business issuer 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.

                                       4
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 Minneapolis, State of Minnesota, on
November 24, 1999.

               CANTERBURY PARK HOLDING CORPORATION

               By  /s/ Randall D. Sampson
                   ---------------------------------------------------------
                       Randall D. Sampson, Chief Executive Officer,
                       President and Treasurer (Principal Executive Officer,
                       Principal Financial Officer and Principal Accounting
                       Officer)

                                POWER OF ATTORNEY

          The undersigned officers and directors of Canterbury Park Holding
Corporation hereby constitute and appoint Randall D. Sampson and Curtis A.
Sampson, or either of them, with power to act one without the other, our true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities to sign
any and all amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue
hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on November 24, 1999 and in the capacities indicated.

Signature                                   Title
---------                                   -----

/s/ Curtis A. Sampson                       Chairman of the Board
----------------------------------
Curtis A. Sampson

/s/ Dale H. Schenian                        Vice Chairman of the Board
----------------------------------
Dale H. Schenian

/s/ Randall D. Sampson                      Chief Executive Officer, President
----------------------------------          Treasurer (Principal Executive
Randall D. Sampson                          Officer, Principal Financial Officer
                                            and Principal Accounting Officer)
                                            and Director

                                       5
/s/ Brian C. Barenscheer                    Director
----------------------------------
Brian C. Barenscheer

/s/ Terence J. McWilliams                   Director
----------------------------------
Terence J. McWilliams

/s/ Gibson Carothers                        Director
----------------------------------
Gibson Carothers

/s/ Carin J. Offerman                       Director
----------------------------------
Carin J. Offerman

                                       6