<PAGE>
 
      As filed with the Securities and Exchange Commission on June 3, 1997

                                                           Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               BET Holdings, Inc.

             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware

         (State or Other Jurisdiction of Incorporation or Organization)

                                   52-1742995

                      (I.R.S. Employer Identification No.)

         One BET Plaza, 1900 W Place, N.E., Washington D.C. 20018-1211

               (Address of Principal Executive Offices)         (Zip Code)

                               BET Holdings, Inc.
                        1991 Executive Stock Option Plan

                            (Full Title of the Plan)

                               Debra L. Lee, Esq.
                       One BET Plaza, 1900 W Place, N.E.
                          Washington, D.C.  20018-1211

                    (Name and Address of Agent For Service)

                                 (202) 608-2000

          Telephone Number, Including Area Code, of Agent For Service

                                    Copy to:
          Michael P. Rogan, Skadden, Arps, Slate, Meagher & Flom LLP
              1440 New York Avenue, N.W., Washington, D.C.  20005
<TABLE>
<CAPTION>
 
                             CALCULATION OF REGISTRATION FEE

Title of                                    Proposed       Proposed
Securities                    Amount         Maximum        Maximum         Amount of
to be                         to be         Offering       Aggregate     Registration Fee
Registered                  Registered   Price Per Share   Offering            (3)        
                               (4)           (1)(2)       Price (1)(2)
                                               
<S>                         <C>          <C>              <C>            <C> 
Class A Common Stock         2,000,000      $32.125        $64,250,000      $19,469.70
$.02 par value per share

</TABLE>
<PAGE>
 
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) based upon the average of the high and low sales
     prices of the common stock of the registrant as reported on the New York
     Stock Exchange on May 30, 1997, a date within five business days of the
     date on which this registration statement is being filed.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  Calculated pursuant to Section 6(b) of the Securities Act of 1933.

(4)  Plus such additional number of shares of Class A Common Stock as may be
     issuable pursuant to the antidilution provisions of the Registrant's 1991
     Executive Stock Option Plan.  As permitted pursuant to Rule 429 under the
     Securities Act of 1933, the Prospectus covering the securities that are
     registered hereby is a combined prospectus which relates to the shares
     registered pursuant to this Registration Statement and pursuant to
     Registration Statement No. 33-67146.
================================================================================

                                       2
<PAGE>
 
                                EXPLANATORY NOTE


               On June 7, 1993, subject to shareholder approval, the Board
     of Directors of BET Holdings, Inc. (the "Company") amended the Company's
     1991 Executive Stock Option Plan, as amended (the "Plan") to increase the
     number of shares of Class A Common Stock for which options and other
     incentive awards may be granted during the term of the Plan from 1,000,000
     to 2,000,000 (the "First Amendment").  On December 3, 1993, the holders of
     a majority of the combined voting power of the Class A, Class B and Class C
     Common Stock of the Company, voting together as a single class, approved
     the First Amendment at the 1993 Annual Meeting of Shareholders.

               On August 1, 1994, the Board of Directors of the Company amended
     the Plan, effective as of August 1, 1995, subject to shareholder approval,
     to increase the number of shares of Class A Common Stock for which options
     and other incentive awards may be granted during the term of the Plan from
     2,000,000 to 3,000,000 (the "Second Amendment").  On December 1, 1995, the
     holders of a majority of the combined voting power of the Class A, Class B
     and Class C Common Stock of the Company, voting together as a single class,
     approved the Second Amendment at the 1995 Annual Meeting of Shareholders.

               This Registration Statement on Form S-8 relates to 2,000,000
     additional shares of Class A Common Stock issuable pursuant to the
     provisions of the Plan.

               Pursuant to General Instruction E to Form S-8, the Company
     incorporates by reference herein the contents of its Registration Statement
     on Form S-8 (No. 33-67146).


     Item 8.  Exhibits

               5    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 
                    (including consent).

              23.1  Consent of Price Waterhouse LLP

              23.2  Consent of Skadden, Arps, Slate Meagher & Flom LLP 
                    (included in Exhibit 5).


                                       3
<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 District of Columbia on this 3rd day of
     June, 1997.

                                  BET HOLDINGS, INC.

                                  By: /s/ Debra L. Lee
                                     ------------------------
                                     Debra L. Lee
                                     President and Chief Operating
                                       Officer
<PAGE>
 
               Pursuant to the requirements of the Securities Act of 1933, this
     registration statement has been signed by the following persons in the
     capacities and on the dates indicated.

           Name                      Title                    Date
           ----                      -----                    ----

/s/ Robert L. Johnson                                   June 3, 1997       
--------------------------   Chairman, Chief            ------------------  
  Robert L. Johnson          Executive Officer and    
                             Director                                     

/s/ William T. Gordon                                   June 3, 1997       
--------------------------   Executive Vice             ------------------  
  William T. Gordon,         President, Finance,        
   III                       Chief Financial            
                             Officer and Treasurer      
                                                        
/s/ Sheila Crump Johnson                                June 3, 1997        
--------------------------   Director                   ------------------  
  Sheila Crump Johnson                                  
                                                        

/s/ Delano E. Lewis                                     June 3, 1997        
--------------------------   Director                   ------------------  
  Delano E. Lewis                                       
                                                        

/s/ John C. Malone, Ph.D.                               June 3, 1997        
--------------------------   Director                   ------------------  
  John C. Malone,                                       
   Ph.D.                                                
                                                        
/s/ Denzel Washington                                   June 3, 1997        
--------------------------   Director                   ------------------  
  Denzel Washington                                     
                                                        

/s/ Herbert P. Wilkins, Sr.                             June 3, 1997        
--------------------------   Director                   ------------------  
  Herbert P. Wilkins,                                   
    Sr.
 



                                       5
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
     Exhibit                                Description           
     Number                                                       
     -------                                                      
     <C>                       <S>                                
         5                     Opinion of Skadden, Arps, Slate,   
                               Meagher & Flom (including consent).
                                                                  
      23.1                     Consent of Price Waterhouse LLP
                                                                  
      23.2                     Consent of Skadden, Arps, Slate,   
                               Meagher & Flom (included in Exhibit 5).


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 9696}]
{"company-data": {"conformed-name": "BET HOLDINGS INC", "cik": "0000879306", "assigned-sic": "4833", "irs-number": "521742995", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28387", "film-number": "97618573"}, "business-address": {"street1": "ONE BET PLAZA", "street2": "1900 W PL NE", "city": "WASHINGTON", "state": "DC", "zip": "20018-1211", "phone": "2026082000"}, "mail-address": {"street1": "ONE BET PLAZA", "street2": "1900 W PLACE NE", "city": "WASHINGTON", "state": "DC", "zip": "20018"}}
As filed with the Securities and Exchange Commission on June 3, 1997

                                                           Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               BET Holdings, Inc.

             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware

         (State or Other Jurisdiction of Incorporation or Organization)

                                   52-1742995

                      (I.R.S. Employer Identification No.)

         One BET Plaza, 1900 W Place, N.E., Washington D.C. 20018-1211

               (Address of Principal Executive Offices)         (Zip Code)

                               BET Holdings, Inc.
                        1991 Executive Stock Option Plan

                            (Full Title of the Plan)

                               Debra L. Lee, Esq.
                       One BET Plaza, 1900 W Place, N.E.
                          Washington, D.C.  20018-1211

                    (Name and Address of Agent For Service)

                                 (202) 608-2000

          Telephone Number, Including Area Code, of Agent For Service

                                    Copy to:
          Michael P. Rogan, Skadden, Arps, Slate, Meagher & Flom LLP
              1440 New York Avenue, N.W., Washington, D.C.  20005
CALCULATION OF REGISTRATION FEE

Title of                                    Proposed       Proposed
Securities                    Amount         Maximum        Maximum         Amount of
to be                         to be         Offering       Aggregate     Registration Fee
Registered                  Registered   Price Per Share   Offering            (3)        
                               (4)           (1)(2)       Price (1)(2)
Class A Common Stock         2,000,000      $32.125        $64,250,000      $19,469.70
$.02 par value per share
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) based upon the average of the high and low sales
     prices of the common stock of the registrant as reported on the New York
     Stock Exchange on May 30, 1997, a date within five business days of the
     date on which this registration statement is being filed.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  Calculated pursuant to Section 6(b) of the Securities Act of 1933.

(4)  Plus such additional number of shares of Class A Common Stock as may be
     issuable pursuant to the antidilution provisions of the Registrant's 1991
     Executive Stock Option Plan.  As permitted pursuant to Rule 429 under the
     Securities Act of 1933, the Prospectus covering the securities that are
     registered hereby is a combined prospectus which relates to the shares
     registered pursuant to this Registration Statement and pursuant to
     Registration Statement No. 33-67146.
================================================================================

                                       2
EXPLANATORY NOTE

               On June 7, 1993, subject to shareholder approval, the Board
     of Directors of BET Holdings, Inc. (the "Company") amended the Company's
     1991 Executive Stock Option Plan, as amended (the "Plan") to increase the
     number of shares of Class A Common Stock for which options and other
     incentive awards may be granted during the term of the Plan from 1,000,000
     to 2,000,000 (the "First Amendment").  On December 3, 1993, the holders of
     a majority of the combined voting power of the Class A, Class B and Class C
     Common Stock of the Company, voting together as a single class, approved
     the First Amendment at the 1993 Annual Meeting of Shareholders.

               On August 1, 1994, the Board of Directors of the Company amended
     the Plan, effective as of August 1, 1995, subject to shareholder approval,
     to increase the number of shares of Class A Common Stock for which options
     and other incentive awards may be granted during the term of the Plan from
     2,000,000 to 3,000,000 (the "Second Amendment").  On December 1, 1995, the
     holders of a majority of the combined voting power of the Class A, Class B
     and Class C Common Stock of the Company, voting together as a single class,
     approved the Second Amendment at the 1995 Annual Meeting of Shareholders.

               This Registration Statement on Form S-8 relates to 2,000,000
     additional shares of Class A Common Stock issuable pursuant to the
     provisions of the Plan.

               Pursuant to General Instruction E to Form S-8, the Company
     incorporates by reference herein the contents of its Registration Statement
     on Form S-8 (No. 33-67146).

     Item 8.  Exhibits

               5    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 
                    (including consent).

              23.1  Consent of Price Waterhouse LLP

              23.2  Consent of Skadden, Arps, Slate Meagher & Flom LLP 
                    (included in Exhibit 5).

                                       3
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 District of Columbia on this 3rd day of
     June, 1997.

                                  BET HOLDINGS, INC.

                                  By: /s/ Debra L. Lee
                                     ------------------------
                                     Debra L. Lee
                                     President and Chief Operating
                                       Officer
Pursuant to the requirements of the Securities Act of 1933, this
     registration statement has been signed by the following persons in the
     capacities and on the dates indicated.

           Name                      Title                    Date
           ----                      -----                    ----

/s/ Robert L. Johnson                                   June 3, 1997       
--------------------------   Chairman, Chief            ------------------  
  Robert L. Johnson          Executive Officer and    
                             Director                                     

/s/ William T. Gordon                                   June 3, 1997       
--------------------------   Executive Vice             ------------------  
  William T. Gordon,         President, Finance,        
   III                       Chief Financial            
                             Officer and Treasurer      
                                                        
/s/ Sheila Crump Johnson                                June 3, 1997        
--------------------------   Director                   ------------------  
  Sheila Crump Johnson                                  
                                                        

/s/ Delano E. Lewis                                     June 3, 1997        
--------------------------   Director                   ------------------  
  Delano E. Lewis                                       
                                                        

/s/ John C. Malone, Ph.D.                               June 3, 1997        
--------------------------   Director                   ------------------  
  John C. Malone,                                       
   Ph.D.                                                
                                                        
/s/ Denzel Washington                                   June 3, 1997        
--------------------------   Director                   ------------------  
  Denzel Washington                                     
                                                        

/s/ Herbert P. Wilkins, Sr.                             June 3, 1997        
--------------------------   Director                   ------------------  
  Herbert P. Wilkins,                                   
    Sr.
 

                                       5
EXHIBIT INDEX
Exhibit                                Description           
     Number                                                       
     -------
5                     Opinion of Skadden, Arps, Slate,   
                               Meagher & Flom (including consent).
                                                                  
      23.1                     Consent of Price Waterhouse LLP
                                                                  
      23.2                     Consent of Skadden, Arps, Slate,   
                               Meagher & Flom (included in Exhibit 5).