<PAGE>

    As Filed With The Securities And Exchange Commission on January 12, 1995

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

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

                 ACTMEDIA STOCK APPRECIATION RIGHTS PLAN OF 1990

                            (Full title of the plan)


               Wayne Kern                              Susan Henderson
         Senior Vice President                    Crouch & Hallett, L.L.P.
      Heritage Media Corporation                    717 N. Harwood Street
          One Galleria Tower                             Suite 1400
      13355 Noel Road, Suite 1500                    Dallas, Texas 75201
          Dallas, Texas  75240                           (214)953-0053
            (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 PLAN:  Sales
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           105,901 Shs.    $26.13             $2,767,194          $954.21
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
* Estimated solely for purposes of calculating the registration fee, which has been computed in accordance with Rule 457(h).
</TABLE>

<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) for 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)     Actmedia Stock Appreciation Rights Plan of 1990 (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 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

                                       -2-

<PAGE>

          (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 12th day of
January, 1995.


                                        HERITAGE MEDIA CORPORATION


                                        By /s/ Douglas N. Woodrum
                                           ----------------------------------
                                           Douglas N. Woodrum, Vice President
                                            and Treasurer

     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 indicated on January 12, 1995.

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



/s/ James M. Hoak, Jr.
- ------------------------------               Chairman of the Board
James M. Hoak, Jr.                           and Director


/s/ David N. Walthall
- ------------------------------               President and Director
David N. Walthall                            (Principal Executive Officer)


/s/ Douglas N. Woodrum
- ------------------------------               Vice President and Treasurer
Douglas N. Woodrum                           (Principal Financial Officer)


/s/ James P. Lehr
- ------------------------------               Vice President and Controller
James P. Lehr                                (Principal Accounting Officer)



- ------------------------------               Director
James S. Cownie



                                      II-1


<PAGE>

/s/ Joseph M. Grant
- ------------------------------               Director
Joseph M. Grant



- ------------------------------               Director
Clark A. Johnson


/s/ Alan R. Kahn
- ------------------------------               Director
Alan R. Kahn


                                      II-2

<PAGE>

                                INDEX TO EXHIBITS

Exhibits                                                              Page
- --------                                                              -----


  4(a)    Actmedia Stock Appreciation Rights Plan of 1990
           (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).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12858}]
{"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": "033-57251", "film-number": "95501229"}, "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 January 12, 1995

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

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

                 ACTMEDIA STOCK APPRECIATION RIGHTS PLAN OF 1990

                            (Full title of the plan)

               Wayne Kern                              Susan Henderson
         Senior Vice President                    Crouch & Hallett, L.L.P.
      Heritage Media Corporation                    717 N. Harwood Street
          One Galleria Tower                             Suite 1400
      13355 Noel Road, Suite 1500                    Dallas, Texas 75201
          Dallas, Texas  75240                           (214)953-0053
            (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 PLAN:  Sales
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           105,901 Shs.    $26.13             $2,767,194          $954.21
- ---------------------------------------------------------------------------------------------------------------------------
* Estimated solely for purposes of calculating the registration fee, which has been computed in accordance with Rule 457(h).
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) for 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)     Actmedia Stock Appreciation Rights Plan of 1990 (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 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

                                       -2-
(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 12th day of
January, 1995.

                                        HERITAGE MEDIA CORPORATION

                                        By /s/ Douglas N. Woodrum
                                           ----------------------------------
                                           Douglas N. Woodrum, Vice President
                                            and Treasurer

     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 indicated on January 12, 1995.

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

/s/ James M. Hoak, Jr.
- ------------------------------               Chairman of the Board
James M. Hoak, Jr.                           and Director

/s/ David N. Walthall
- ------------------------------               President and Director
David N. Walthall                            (Principal Executive Officer)

/s/ Douglas N. Woodrum
- ------------------------------               Vice President and Treasurer
Douglas N. Woodrum                           (Principal Financial Officer)

/s/ James P. Lehr
- ------------------------------               Vice President and Controller
James P. Lehr                                (Principal Accounting Officer)

- ------------------------------               Director
James S. Cownie

                                      II-1
/s/ Joseph M. Grant
- ------------------------------               Director
Joseph M. Grant

- ------------------------------               Director
Clark A. Johnson

/s/ Alan R. Kahn
- ------------------------------               Director
Alan R. Kahn

                                      II-2
INDEX TO EXHIBITS

Exhibits                                                              Page
- --------                                                              -----

  4(a)    Actmedia Stock Appreciation Rights Plan of 1990
           (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).