As filed with the Securities and Exchange Commission on  December
          9, 1998
                                            Registration No. 333-          

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                      FORM S-8


                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
               (Exact name of registrant as specified in its charter)

                         Delaware                36-3802328
              (State or other jurisdiction of(IRS Employer Identification
             of incorporation or organization)     Number)

          2001 Butterfield Road, Downers  Grove Illinois 60515, (630)  769-
          0033
             (Address of Principal Executive Offices including Zip Code)

                 Platinum Entertainment, Inc. 1993 Stock Option Plan
          Platinum Entertainment, Inc. Amended and Restated 1995 Directors'
          Stock Option Plan
           Platinum Entertainment, Inc. Amended and Restated 1995 Employee
                             Incentive Compensation Plan
           Platinum Entertainment, Inc. 1997 Employee Stock Purchase Plan
                                (Full title of plans)

                                    STEVEN DEVICK
          2001 Butterfield Road, Downers Grove, Illinois 60515, (630)  769-
          0033
              (Name, address and telephone number of agent for service)


                                     Copies to:
                               MATTHEW S. BROWN, ESQ.
                                Katten Muchin & Zavis
                              525 W. Monroe, Suite 1600
                               Chicago, IL  60661-3693



                           CALCULATION OF REGISTRATION FEE





             Title of     Amount to   Proposed     Proposed    Amount of
          securities to      be        maximum      maximum   registration
          be registered  registered   offering     aggregate      fee
                             (1)      price per    offering
                                      share (2)    price (2)


          Common Stock,   6,144,000 See Footnote  $39,409,043   $11,626
          $.001 par        shares      2 Below
          value
          (including
          preferred
          stock purchase
          rights)




          (1)  Includes an  indeterminate  number  of  shares  of  Platinum
               Entertainment, Inc.  Common Stock  that may  be issuable  by
               reason  of  stock   splits,  stock   dividends  or   similar
               transactions.
          (2)  The amounts  are based  upon the  weighted-average  exercise
               price of approximately $6.37 per share for 2,151,378 shares,
               subject  to  outstanding  options,  and  for  the  remaining
               3,992,662 shares,  the average  of the  high and  low  sales
               prices of  Platinum  Entertainment,  Inc.  Common  Stock  as
               reported on the Nasdaq National  Market on December 4,  1998
               of $6.44 per share, and are  used solely for the purpose  of
               calculating the registration fee pursuant to Rule  457(h)(1)
               and 457(c) under the Securities Act of 1933.





                                       PART I

                       INFORMATION REQUIRED IN THE PROSPECTUS

               The information  called  for  in  Part  I  of  Form  S-8  is
          currently  included  in   the  prospectuses   for  the   Platinum
          Entertainment,  Inc.  1993  Stock   Option  Plan,  the   Platinum
          Entertainment, Inc. Amended  and Restated  1995 Directors'  Stock
          Option  Plan,  the  Platinum  Entertainment,  Inc.  Amended   and
          Restated  1995  Employee  Incentive  Compensation  Plan  and  the
          Platinum Entertainment, Inc.  1997 Employee  Stock Purchase  Plan
          (collectively, the  "Plans"),  and is  not  being filed  with  or
          included in  this  Form S-8  in  accordance with  the  rules  and
          regulations  of  the  Securities  and  Exchange  Commission  (the
          "Commission").


                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
          Item 3.  Incorporation of Documents by Reference.
               The  following  documents  have   been  filed  by   Platinum
          Entertainment, Inc. (the "Company") with the Commission under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          and are incorporated in this Registration Statement by reference:

               1.   The Company's Annual Report  on Form 10-K for the  year
                    ended May 31, 1997, as amended;

               2.   The  Company's  Transition  Report  on  Form  10-K,  as
                    amended, for the  period June 1,  1997 to December  31,
                    1997;

               3.   The Company's Quarterly  Reports on Form  10-Q for  the
                    quarters ended August  31, 1997,  as amended,  November
                    30, 1997, as amended, March 31, 1998, June 30, 1998 and
                    September 30, 1998.

               4.   The  Company's  Current  Reports  on  Form  8-K   dated
                    September 10,  1997, December  22, 1997  and March  13,
                    1998; and

               5.   The description of  the Common Stock  contained in  the
                    Company's Registration  Statement  on  Form  8-A  filed
                    February  21,  1996  pursuant  to  Section  12  of  the
                    Exchange Act  and all  amendments thereto  and  reports
                    filed for the purpose of updating such description.

               In addition, all documents filed by the Company pursuant  to
          Sections  13(a),  13(c),  14  or  15(d)  of  the  Exchange   Act,
          subsequent to the date hereof and prior to the filing of a  post-
          effective  amendment  indicating  that  all  securities   offered
          pursuant  to  this  Registration  Statement  have  been  sold  or
          deregistering all such securities then remaining unsold, shall be
          deemed to  be incorporated  by reference  herein and  to be  part
          hereof from the date of filing of such documents.


                                         I-1<PAGE>






               Any statement contained in a document incorporated or deemed
          to be  incorporated by  reference herein  shall be  deemed to  be
          modified  or  superseded  for   purposes  of  this   Registration
          Statement to the extent that a  statement contained herein or  in
          any subsequently filed document which also is or is deemed to  be
          incorporated by  reference  herein modifies  or  supersedes  such
          statement.

               The Company hereby undertakes  to provide without charge  to
          each person who has  received a copy any  of the prospectuses  to
          which this Registration  Statement relates, upon  the written  or
          oral request  of  any such  person,  a copy  of  any or  all  the
          documents that have been or may be incorporated by reference into
          this  Registration  Statement,  other   than  exhibits  to   such
          documents (unless  such  exhibits  are  incorporated  therein  by
          reference).  Written or telephone requests for such copies should
          be  directed  to  the  Company's  principal  executive  office:  
          Platinum Entertainment,  Inc.,  2001  Butterfield  Road,  Downers
          Grove, Illinois  60515,  Attention: Douglas  C.  Laux,  Secretary
          (telephone: 630-769-0033).

          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 Nine  of the  Company's Third  Amended and  Restated
          Certificate of  Incorporation  provides that  the  Company  shall
          indemnify its  officers  and  directors  to  the  fullest  extent
          permitted by the Delaware General Corporation Law including those
          circumstances  in  which   indemnification  would  otherwise   be
          discretionary, except that the Company shall not be obligated  to
          indemnify any such person (i) with respect to proceedings, claims
          or actions initiated  or brought voluntarily  by any such  person
          and not  by  way of  defense  or (ii)  for  any amounts  paid  in
          settlement of  an  action  indemnified  against  by  the  Company
          without the  prior written  consent of  the  Company.   With  the
          approval of  its  stockholders,  the  Company  has  entered  into
          indemnity agreements with  each of its  directors and certain  of
          its officers.   These agreements may  require the Company,  among
          other things, to  indemnify such officers  and directors  against
          certain liabilities that may arise by  reason of their status  or
          service as directors or officers, to advance expenses to them  as
          they are  incurred, provided  that they  undertake to  repay  the
          amount advanced if it  is ultimately determined  by a court  that
          they  are  not  entitled   to  indemnification,  and  to   obtain
          directors' and  officers'  liability insurance  if  available  on
          reasonable terms.

               In addition,  Article Ten  of the  Company's Certificate  of
          Incorporation provides that no director  of the Company shall  be
          personally liable to the Company or its stockholders for monetary
          damages for breach of  his or her fiduciary  duty as a  director,


                                         I-2<PAGE>





          except for liability (i) for any breach of the director's duty of
          loyalty to  the Company  or its  stockholders, (ii)  for acts  or
          omissions  not  in  good  faith  or  which  involve   intentional
          misconduct or a knowing violation of law, (iii) under Section 174
          of the General Corporation Law of the State of Delaware, or  (iv)
          for any transaction from which  the director derives an  improper
          personal benefit.

               Reference is made to Section 145 of the General  Corporation
          Law of the State of  Delaware which provides for  indemnification
          of directors and officers in certain circumstances.

               Under a policy of insurance, the  Company is entitled to  be
          reimbursed for  certain  indemnity  payments it  is  required  or
          permitted to make to its directors and officers.

          Item 7.  Exemption from Registration Claimed.
               Not Applicable.

          Item 8.  Exhibits.

               4.1*Third Amended and Restated Certificate of  Incorporation
                   of  the Company,  as  amended,  incorporated  herein  by
                   reference to  Exhibit  3.1 to  the  Company's  Quarterly
                   Report  on  Form  10-Q  for  the  fiscal  quarter  ended
                   November 30, 1997 filed  with the Commission on  January
                   14, 1998 (the _ November 1997 10-Q_).

               4.2*Amended and Restated Bylaws of the Company, as  amended,
                   incorporated  by  reference   to  Exhibit  3.2  to   the
                   November 1997 10-Q.

               4.3*Specimen stock  certificate representing  Common  Stock,
                   incorporated  by  reference   to  Exhibit  4.1  to   the
                   Company's  Registration  Statement   on  Form  S-1,   as
                   amended,    Registration   No. 33-80357    (the    _ IPO
                   Registration Statement_ ).

               4.4*Platinum Entertainment,  Inc.  1993 Stock  Option  Plan,
                   incorporated herein by reference to Exhibit 10.7 to  the
                   IPO Registration Statement.

               4.5*Amended and Restated  Platinum Entertainment, Inc.  1995
                   Employee Incentive  Compensation Plan,  incorporated  by
                   reference  to  Appendix   A  to   the  Company's   proxy
                   statement  dated  September  13,  1996  for  the  annual
                   meeting of stockholders held on October 8, 1996.

               4.6*Platinum Entertainment, Inc.  Amended and Restated  1995
                   Directors' Stock  Option  Plan, incorporated  herein  by
                   reference  to  Appendix   B  to   the  Company's   proxy
                   statement dated December 2, 1997 for the annual  meeting
                   of  stockholders  held   on  December   12,  1997   (the
                   _ December 1997 Proxy Statement_).

               4.7*Platinum  Entertainment,   Inc.  1997   Employee   Stock


                                         I-3<PAGE>





                   Purchase Plan, incorporated  by reference to Appendix  A
                   to the December 1997 Proxy Statement.

               5   Opinion of Katten Muchin & Zavis as to legality of the
                   shares of Common Stock being offered under the Plans.

              23.1 Consent of Independent Auditors, Ernst & Young LLP.

              23.2 Consent of  Katten  Muchin &  Zavis (included  in  their
                   opinion filed as Exhibit 5 herein).

              24   Power of  Attorney (included  on the  signature page  of
                   this Registration Statement).

          __________________
          * Incorporated herein by reference.

          Item 9.  Undertakings.
               1.   The Company hereby undertakes:

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

                       (i) To  include any prospectus  required by  Section
                    10(a)(3) of the Securities Act of 1933;

                      (ii) To  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)   if,  in   the
                    aggregate, the changes in volume and price represent no
                    more than 20  percent change in  the maximum  aggregate
                    offering  price  set  forth  in  the  "Calculation   of
                    Registration Fee" table  in the effective  registration
                    statement;

                     (iii) 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;

               provided, however, that paragraphs (a)(i) and (a)(ii) do not
               apply if the information required to be included in a  post-
               effective amendment  by  those paragraphs  is  contained  in
               periodic reports filed with  or furnished to the  Commission


                                         I-4<PAGE>





               by the Company pursuant  to Section 13  or Section 15(d)  of
               the Exchange Act that are  incorporated by reference in  the
               Registration Statement.

                    (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  that time shall be  deemed to be  the
               initial bona fide offering thereof.

                    (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 Company hereby undertakes that, for the purpose  of
          determining any liability under the Securities Act of 1933,  each
          filing of the Company's annual  report pursuant to Section  13(a)
          or Section  15(d) of  the Exchange  Act 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  Company and  affiliated
          companies pursuant to the  provisions described in Item 6  above,
          or otherwise, the Company has been  informed that in the  opinion
          of the Commission such  indemnification is against public  policy
          as expressed  in the  Securities Act  of  1933 and  is  therefore
          unenforceable.  In  the event  that a  claim for  indemnification
          against such liabilities (other than  the payment by the  Company
          of  expenses  incurred  or  paid   by  a  director,  officer   or
          controlling person of  the Company 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 Company 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 Securities Act of  1933 and will be governed  by
          the final adjudication of such issue.















                                         I-5<PAGE>




                                     SIGNATURES
               Pursuant to the requirements of the Securities Act of  1933,
          the Company 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 Downers Grove, State of Illinois, on this 9th day of December,
          1998.

                                        PLATINUM ENTERTAINMENT, INC.

                                        By: /s/               STEVEN DEVICK     
                                             Steven Devick
                                             Chairman, President and  Chief
          Executive                                         Officer

                                  POWER OF ATTORNEY
               Each person whose signature appears below hereby constitutes
          and appoints Steven Devick and Douglas C. Laux, and each of them,
          his true and lawful attorneys-in-fact and agents, with full power
          of substitution, to sign on his behalf, individually and in  each
          capacity  stated   below,  all   amendments  and   post-effective
          amendments to this Registration Statement on Form S-8 and to file
          the same, with all  exhibits thereto and  any other documents  in
          connection therewith, with the Securities and Exchange Commission
          under  the   Securities  Act   of   1933,  granting   unto   said
          attorneys-in-fact and agents full power  and authority to do  and
          perform each and every act and  thing requisite and necessary  to
          be done in and  about the premises, as  fully and to all  intents
          and purposes  as  each  might  or  could  do  in  person,  hereby
          ratifying and confirming each act that said attorneys-in-fact and
          agents may lawfully do or cause to be done by virtue thereof.

               Pursuant to the requirements of the Securities Act of  1933,
          this Registration  Statement has  been  signed by  the  following
          persons in the capacities indicated on December 9, 1998.

                   Signature                           Title

               /s/ STEVEN DEVICK         Chairman,   President  and  Chief
                                         Executive    Officer   (principal
                                         executive officer)

                 Steven Devick
              /s/ DOUGLAS C. LAUX        Chief Financial Officer
                                         (principal financial officer) and
                                         Director

                Douglas C. Laux
               /s/ DAVID BAUMAN          Director

                 David Bauman
           /s/ MICHAEL P. CULLINANE      Director

             Michael P. Cullinane
            /s/ CRAIG J. DUCHOSSIS       Director



                                         I-6<PAGE>





              Craig J. Duchossois
           /s/ ANDREW J. FILIPOWSKI      Director

             Andrew J. Filipowski
              /s/ CARL D. HARNICK        Director

                Carl D. Harnick
              /s/ GEOFFREY HOLMES        Director

                Geoffrey Holmes

            /s/ PUAL L. HUMENANSKY       Director

              Paul L. Humenansky
             /s/ ROBERT J. MORGADO       Director

               Robert J. Morgado
             /s/ MARK J. SCHWARTZ        Director

               Mark J. Schwartz






































                                         I-7<PAGE>





                                  INDEX TO EXHIBITS



          Exhi                      Description                      Seque
          bits                                                       ntial
                                                                      Page
                                                                      No.


             5  Opinion of Katten Muchin &  Zavis as to legality of
                the shares of Common  Stock being offered under the
                Plans.
          23.1  Consent of Independent Auditors, Ernst & Young LLP.
          23.2  Consent of Katten Muchin & Zavis (included in their
                opinion filed as Exhibit 5 herein).
            24  Power of  Attorney (included on  the signature page
                of this Registration Statement).




































                                         I-8<PAGE>





                                                                  EXHIBIT 5


                                KATTEN MUCHIN & ZAVIS
                              525 W. Monroe, Suite 1600
                               Chicago, Illinois 60661            (312)
          902-5200
                                  December 9, 1998

          Platinum Entertainment, Inc.
          2001 Butterfield Road
          Suite 1400
          Downers Grove, Illinois  60515

          Ladies and Gentlemen:

               We have acted as counsel for Platinum Entertainment, Inc., a
          Delaware corporation (the "Company"), in connection with the
          preparation and filing of a Registration Statement on Form S-8
          (the "Registration Statement") for the registration for sale
          under the Securities Act of 1933, as amended, of a total of
          6,144,000 shares of the Company's common stock, $.001 par value
          (the "Common Stock"), which may be issued pursuant to the
          Platinum Entertainment, Inc. 1993 Stock Option Plan, Platinum
          Entertainment, Inc. 1997 Employee Stock Purchase Plan, Platinum
          Entertainment, Inc. Amended and Restated 1995 Directors Stock
          Option Plan and the Platinum Entertainment, Inc. Amended and
          Restated 1995 Employee Incentive Compensation Plan (collectively
          referred to herein as the "Plans").

               In connection with this opinion, we have examined and relied
          upon originals or copies of, certified or otherwise identified to
          our satisfaction, the following:

               1.   The Registration Statement;

               2.   The Third Amended and Restated Certificate of
                    Incorporation of the Company, as amended;

               3.   The Amended By-Laws of the Company, as amended;

               4.   Resolutions duly adopted by the Board of Directors of
                    the Company relating to the adoption and amendment of
                    the Plans;

               5.   The Plans;

               6.   Certificates of public officials, certificates of
                    officers, representatives and agents of the Company,
                    and we have assumed that all of the representations
                    contained therein are accurate and complete; and



                                         I-9<PAGE>






               7.   Such other instruments, documents, statements and
                    records of the Company and others as we have deemed
                    relevant and necessary to examine and rely upon for the
                    purpose of this opinion.

               In connection with this opinion, we have assumed the
          accuracy and completeness of all documents and records that we
          have reviewed, the genuineness of all signatures, the
          authenticity of the documents submitted to us as originals and
          the conformity to authentic original documents of all documents
          submitted to us as certified, conformed or reproduced copies.  We
          have further assumed that all natural persons involved in the
          transactions contemplated by the Registration Statement (the
          "Offering") have sufficient legal capacity to enter into and
          perform their respective obligations and to carry out their roles
          in the Offering.

               Based upon the foregoing, we are of the opinion that the
          6,144,000 shares of Common Stock issuable under the Plans, when
          issued and delivered by the Company in accordance with the terms
          of the Plans, will be validly issued, fully paid and
          nonassessable securities of the Company.

               Our opinion expressed above is limited to the laws of the
          State of Illinois, the laws of the United States of America and
          the General Corporation Law of the State of Delaware, and we do
          not express any opinion herein concerning any other law.  In
          addition, we express no opinion herein concerning any statutes,
          ordinances, administrative decisions, rules or regulations of any
          county, town, municipality or special political subdivision
          (whether created or enabled through legislative action at the
          federal, state or regional level).  This opinion is given as of
          the date hereof and we assume no obligation to advise you of
          changes that may hereafter be brought to our attention.  This
          opinion is solely for the information of the addressee hereof and
          is not to be quoted in whole or in part or otherwise referred to,
          nor is it to be filed with any governmental agency or any other
          person without our prior written consent.  In connection
          therewith, we hereby consent to the use of this opinion for
          filing as Exhibit 5 to the Registration Statement.  No one other
          than the addressee hereof is entitled to rely on this opinion. 
          This opinion is rendered solely for the purposes of the Offering
          and should not be relied upon for any other purpose.

                                        Very truly yours,



                                        /S/ KATTEN MUCHIN & ZAVIS
          Doc #:CH02 (65591-00001) 888263v1;12/2/1998/Time:10:47<PAGE>






                                                             EXHIBIT 23.1

                           Consent of Independent Auditors


          We consent to the incorporation by reference in the Registration
          Statement (Form S-8 No. 33-00000) pertaining to the1993 Stock
          Option Plan, Amended and Restated 1995 Director's Stock Option
          Plan, Amended and Restated 1995 Employee Incentive Compensation
          Plan and the1997 Employee Stock Purchase Plan of Platinum
          Entertainment, Inc. of our reports dated May 20, 1998 (except for
          Note 9, as to which the date is July 31, 1998) and August 29
          ,1997 with respect to the consolidated financial statements and
          schedules of Platinum Entertainment, Inc. incorporated by
          reference in its Annual Report Form 10-K/ A and 10-K for the
          seven months ended December 31, 1997 and the year ended May 31,
          1997, respectively, filed with the Securities and Exchange
          Commission.









          ERNST & YOUNG LLP

          Chicago, Illinois
          December 9, 1998<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30499}]
{"company-data": {"conformed-name": "PLATINUM ENTERTAINMENT INC", "cik": "0000883558", "assigned-sic": "5099", "irs-number": "363802328", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68635", "film-number": "98766654"}, "business-address": {"street1": "2001 BUTTERFIELD RD", "street2": "STE 1400", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515", "phone": "7087690033"}, "mail-address": {"street1": "2001 BUTTERFIELD RD", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515"}}
As filed with the Securities and Exchange Commission on  December
          9, 1998
                                            Registration No. 333-          

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM S-8

                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
               (Exact name of registrant as specified in its charter)

                         Delaware                36-3802328
              (State or other jurisdiction of(IRS Employer Identification
             of incorporation or organization)     Number)

          2001 Butterfield Road, Downers  Grove Illinois 60515, (630)  769-
          0033
             (Address of Principal Executive Offices including Zip Code)

                 Platinum Entertainment, Inc. 1993 Stock Option Plan
          Platinum Entertainment, Inc. Amended and Restated 1995 Directors'
          Stock Option Plan
           Platinum Entertainment, Inc. Amended and Restated 1995 Employee
                             Incentive Compensation Plan
           Platinum Entertainment, Inc. 1997 Employee Stock Purchase Plan
                                (Full title of plans)

                                    STEVEN DEVICK
          2001 Butterfield Road, Downers Grove, Illinois 60515, (630)  769-
          0033
              (Name, address and telephone number of agent for service)

                                     Copies to:
                               MATTHEW S. BROWN, ESQ.
                                Katten Muchin & Zavis
                              525 W. Monroe, Suite 1600
                               Chicago, IL  60661-3693

                           CALCULATION OF REGISTRATION FEE

             Title of     Amount to   Proposed     Proposed    Amount of
          securities to      be        maximum      maximum   registration
          be registered  registered   offering     aggregate      fee
                             (1)      price per    offering
                                      share (2)    price (2)

          Common Stock,   6,144,000 See Footnote  $39,409,043   $11,626
          $.001 par        shares      2 Below
          value
          (including
          preferred
          stock purchase
          rights)

          (1)  Includes an  indeterminate  number  of  shares  of  Platinum
               Entertainment, Inc.  Common Stock  that may  be issuable  by
               reason  of  stock   splits,  stock   dividends  or   similar
               transactions.
          (2)  The amounts  are based  upon the  weighted-average  exercise
               price of approximately $6.37 per share for 2,151,378 shares,
               subject  to  outstanding  options,  and  for  the  remaining
               3,992,662 shares,  the average  of the  high and  low  sales
               prices of  Platinum  Entertainment,  Inc.  Common  Stock  as
               reported on the Nasdaq National  Market on December 4,  1998
               of $6.44 per share, and are  used solely for the purpose  of
               calculating the registration fee pursuant to Rule  457(h)(1)
               and 457(c) under the Securities Act of 1933.

                                       PART I

                       INFORMATION REQUIRED IN THE PROSPECTUS

               The information  called  for  in  Part  I  of  Form  S-8  is
          currently  included  in   the  prospectuses   for  the   Platinum
          Entertainment,  Inc.  1993  Stock   Option  Plan,  the   Platinum
          Entertainment, Inc. Amended  and Restated  1995 Directors'  Stock
          Option  Plan,  the  Platinum  Entertainment,  Inc.  Amended   and
          Restated  1995  Employee  Incentive  Compensation  Plan  and  the
          Platinum Entertainment, Inc.  1997 Employee  Stock Purchase  Plan
          (collectively, the  "Plans"),  and is  not  being filed  with  or
          included in  this  Form S-8  in  accordance with  the  rules  and
          regulations  of  the  Securities  and  Exchange  Commission  (the
          "Commission").

                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
          Item 3.  Incorporation of Documents by Reference.
               The  following  documents  have   been  filed  by   Platinum
          Entertainment, Inc. (the "Company") with the Commission under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          and are incorporated in this Registration Statement by reference:

               1.   The Company's Annual Report  on Form 10-K for the  year
                    ended May 31, 1997, as amended;

               2.   The  Company's  Transition  Report  on  Form  10-K,  as
                    amended, for the  period June 1,  1997 to December  31,
                    1997;

               3.   The Company's Quarterly  Reports on Form  10-Q for  the
                    quarters ended August  31, 1997,  as amended,  November
                    30, 1997, as amended, March 31, 1998, June 30, 1998 and
                    September 30, 1998.

               4.   The  Company's  Current  Reports  on  Form  8-K   dated
                    September 10,  1997, December  22, 1997  and March  13,
                    1998; and

               5.   The description of  the Common Stock  contained in  the
                    Company's Registration  Statement  on  Form  8-A  filed
                    February  21,  1996  pursuant  to  Section  12  of  the
                    Exchange Act  and all  amendments thereto  and  reports
                    filed for the purpose of updating such description.

               In addition, all documents filed by the Company pursuant  to
          Sections  13(a),  13(c),  14  or  15(d)  of  the  Exchange   Act,
          subsequent to the date hereof and prior to the filing of a  post-
          effective  amendment  indicating  that  all  securities   offered
          pursuant  to  this  Registration  Statement  have  been  sold  or
          deregistering all such securities then remaining unsold, shall be
          deemed to  be incorporated  by reference  herein and  to be  part
          hereof from the date of filing of such documents.

                                         I-1
Any statement contained in a document incorporated or deemed
          to be  incorporated by  reference herein  shall be  deemed to  be
          modified  or  superseded  for   purposes  of  this   Registration
          Statement to the extent that a  statement contained herein or  in
          any subsequently filed document which also is or is deemed to  be
          incorporated by  reference  herein modifies  or  supersedes  such
          statement.

               The Company hereby undertakes  to provide without charge  to
          each person who has  received a copy any  of the prospectuses  to
          which this Registration  Statement relates, upon  the written  or
          oral request  of  any such  person,  a copy  of  any or  all  the
          documents that have been or may be incorporated by reference into
          this  Registration  Statement,  other   than  exhibits  to   such
          documents (unless  such  exhibits  are  incorporated  therein  by
          reference).  Written or telephone requests for such copies should
          be  directed  to  the  Company's  principal  executive  office:  
          Platinum Entertainment,  Inc.,  2001  Butterfield  Road,  Downers
          Grove, Illinois  60515,  Attention: Douglas  C.  Laux,  Secretary
          (telephone: 630-769-0033).

          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 Nine  of the  Company's Third  Amended and  Restated
          Certificate of  Incorporation  provides that  the  Company  shall
          indemnify its  officers  and  directors  to  the  fullest  extent
          permitted by the Delaware General Corporation Law including those
          circumstances  in  which   indemnification  would  otherwise   be
          discretionary, except that the Company shall not be obligated  to
          indemnify any such person (i) with respect to proceedings, claims
          or actions initiated  or brought voluntarily  by any such  person
          and not  by  way of  defense  or (ii)  for  any amounts  paid  in
          settlement of  an  action  indemnified  against  by  the  Company
          without the  prior written  consent of  the  Company.   With  the
          approval of  its  stockholders,  the  Company  has  entered  into
          indemnity agreements with  each of its  directors and certain  of
          its officers.   These agreements may  require the Company,  among
          other things, to  indemnify such officers  and directors  against
          certain liabilities that may arise by  reason of their status  or
          service as directors or officers, to advance expenses to them  as
          they are  incurred, provided  that they  undertake to  repay  the
          amount advanced if it  is ultimately determined  by a court  that
          they  are  not  entitled   to  indemnification,  and  to   obtain
          directors' and  officers'  liability insurance  if  available  on
          reasonable terms.

               In addition,  Article Ten  of the  Company's Certificate  of
          Incorporation provides that no director  of the Company shall  be
          personally liable to the Company or its stockholders for monetary
          damages for breach of  his or her fiduciary  duty as a  director,

                                         I-2
except for liability (i) for any breach of the director's duty of
          loyalty to  the Company  or its  stockholders, (ii)  for acts  or
          omissions  not  in  good  faith  or  which  involve   intentional
          misconduct or a knowing violation of law, (iii) under Section 174
          of the General Corporation Law of the State of Delaware, or  (iv)
          for any transaction from which  the director derives an  improper
          personal benefit.

               Reference is made to Section 145 of the General  Corporation
          Law of the State of  Delaware which provides for  indemnification
          of directors and officers in certain circumstances.

               Under a policy of insurance, the  Company is entitled to  be
          reimbursed for  certain  indemnity  payments it  is  required  or
          permitted to make to its directors and officers.

          Item 7.  Exemption from Registration Claimed.
               Not Applicable.

          Item 8.  Exhibits.

               4.1*Third Amended and Restated Certificate of  Incorporation
                   of  the Company,  as  amended,  incorporated  herein  by
                   reference to  Exhibit  3.1 to  the  Company's  Quarterly
                   Report  on  Form  10-Q  for  the  fiscal  quarter  ended
                   November 30, 1997 filed  with the Commission on  January
                   14, 1998 (the _ November 1997 10-Q_).

               4.2*Amended and Restated Bylaws of the Company, as  amended,
                   incorporated  by  reference   to  Exhibit  3.2  to   the
                   November 1997 10-Q.

               4.3*Specimen stock  certificate representing  Common  Stock,
                   incorporated  by  reference   to  Exhibit  4.1  to   the
                   Company's  Registration  Statement   on  Form  S-1,   as
                   amended,    Registration   No. 33-80357    (the    _ IPO
                   Registration Statement_ ).

               4.4*Platinum Entertainment,  Inc.  1993 Stock  Option  Plan,
                   incorporated herein by reference to Exhibit 10.7 to  the
                   IPO Registration Statement.

               4.5*Amended and Restated  Platinum Entertainment, Inc.  1995
                   Employee Incentive  Compensation Plan,  incorporated  by
                   reference  to  Appendix   A  to   the  Company's   proxy
                   statement  dated  September  13,  1996  for  the  annual
                   meeting of stockholders held on October 8, 1996.

               4.6*Platinum Entertainment, Inc.  Amended and Restated  1995
                   Directors' Stock  Option  Plan, incorporated  herein  by
                   reference  to  Appendix   B  to   the  Company's   proxy
                   statement dated December 2, 1997 for the annual  meeting
                   of  stockholders  held   on  December   12,  1997   (the
                   _ December 1997 Proxy Statement_).

               4.7*Platinum  Entertainment,   Inc.  1997   Employee   Stock

                                         I-3
Purchase Plan, incorporated  by reference to Appendix  A
                   to the December 1997 Proxy Statement.

               5   Opinion of Katten Muchin & Zavis as to legality of the
                   shares of Common Stock being offered under the Plans.

              23.1 Consent of Independent Auditors, Ernst & Young LLP.

              23.2 Consent of  Katten  Muchin &  Zavis (included  in  their
                   opinion filed as Exhibit 5 herein).

              24   Power of  Attorney (included  on the  signature page  of
                   this Registration Statement).

          __________________
          * Incorporated herein by reference.

          Item 9.  Undertakings.
               1.   The Company hereby undertakes:

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

                       (i) To  include any prospectus  required by  Section
                    10(a)(3) of the Securities Act of 1933;

                      (ii) To  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)   if,  in   the
                    aggregate, the changes in volume and price represent no
                    more than 20  percent change in  the maximum  aggregate
                    offering  price  set  forth  in  the  "Calculation   of
                    Registration Fee" table  in the effective  registration
                    statement;

                     (iii) 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;

               provided, however, that paragraphs (a)(i) and (a)(ii) do not
               apply if the information required to be included in a  post-
               effective amendment  by  those paragraphs  is  contained  in
               periodic reports filed with  or furnished to the  Commission

                                         I-4
by the Company pursuant  to Section 13  or Section 15(d)  of
               the Exchange Act that are  incorporated by reference in  the
               Registration Statement.

                    (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  that time shall be  deemed to be  the
               initial bona fide offering thereof.

                    (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 Company hereby undertakes that, for the purpose  of
          determining any liability under the Securities Act of 1933,  each
          filing of the Company's annual  report pursuant to Section  13(a)
          or Section  15(d) of  the Exchange  Act 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  Company and  affiliated
          companies pursuant to the  provisions described in Item 6  above,
          or otherwise, the Company has been  informed that in the  opinion
          of the Commission such  indemnification is against public  policy
          as expressed  in the  Securities Act  of  1933 and  is  therefore
          unenforceable.  In  the event  that a  claim for  indemnification
          against such liabilities (other than  the payment by the  Company
          of  expenses  incurred  or  paid   by  a  director,  officer   or
          controlling person of  the Company 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 Company 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 Securities Act of  1933 and will be governed  by
          the final adjudication of such issue.

                                         I-5
SIGNATURES
               Pursuant to the requirements of the Securities Act of  1933,
          the Company 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 Downers Grove, State of Illinois, on this 9th day of December,
          1998.

                                        PLATINUM ENTERTAINMENT, INC.

                                        By: /s/               STEVEN DEVICK     
                                             Steven Devick
                                             Chairman, President and  Chief
          Executive                                         Officer

                                  POWER OF ATTORNEY
               Each person whose signature appears below hereby constitutes
          and appoints Steven Devick and Douglas C. Laux, and each of them,
          his true and lawful attorneys-in-fact and agents, with full power
          of substitution, to sign on his behalf, individually and in  each
          capacity  stated   below,  all   amendments  and   post-effective
          amendments to this Registration Statement on Form S-8 and to file
          the same, with all  exhibits thereto and  any other documents  in
          connection therewith, with the Securities and Exchange Commission
          under  the   Securities  Act   of   1933,  granting   unto   said
          attorneys-in-fact and agents full power  and authority to do  and
          perform each and every act and  thing requisite and necessary  to
          be done in and  about the premises, as  fully and to all  intents
          and purposes  as  each  might  or  could  do  in  person,  hereby
          ratifying and confirming each act that said attorneys-in-fact and
          agents may lawfully do or cause to be done by virtue thereof.

               Pursuant to the requirements of the Securities Act of  1933,
          this Registration  Statement has  been  signed by  the  following
          persons in the capacities indicated on December 9, 1998.

                   Signature                           Title

               /s/ STEVEN DEVICK         Chairman,   President  and  Chief
                                         Executive    Officer   (principal
                                         executive officer)

                 Steven Devick
              /s/ DOUGLAS C. LAUX        Chief Financial Officer
                                         (principal financial officer) and
                                         Director

                Douglas C. Laux
               /s/ DAVID BAUMAN          Director

                 David Bauman
           /s/ MICHAEL P. CULLINANE      Director

             Michael P. Cullinane
            /s/ CRAIG J. DUCHOSSIS       Director

                                         I-6
Craig J. Duchossois
           /s/ ANDREW J. FILIPOWSKI      Director

             Andrew J. Filipowski
              /s/ CARL D. HARNICK        Director

                Carl D. Harnick
              /s/ GEOFFREY HOLMES        Director

                Geoffrey Holmes

            /s/ PUAL L. HUMENANSKY       Director

              Paul L. Humenansky
             /s/ ROBERT J. MORGADO       Director

               Robert J. Morgado
             /s/ MARK J. SCHWARTZ        Director

               Mark J. Schwartz

                                         I-7
INDEX TO EXHIBITS

          Exhi                      Description                      Seque
          bits                                                       ntial
                                                                      Page
                                                                      No.

             5  Opinion of Katten Muchin &  Zavis as to legality of
                the shares of Common  Stock being offered under the
                Plans.
          23.1  Consent of Independent Auditors, Ernst & Young LLP.
          23.2  Consent of Katten Muchin & Zavis (included in their
                opinion filed as Exhibit 5 herein).
            24  Power of  Attorney (included on  the signature page
                of this Registration Statement).

                                         I-8
EXHIBIT 5

                                KATTEN MUCHIN & ZAVIS
                              525 W. Monroe, Suite 1600
                               Chicago, Illinois 60661            (312)
          902-5200
                                  December 9, 1998

          Platinum Entertainment, Inc.
          2001 Butterfield Road
          Suite 1400
          Downers Grove, Illinois  60515

          Ladies and Gentlemen:

               We have acted as counsel for Platinum Entertainment, Inc., a
          Delaware corporation (the "Company"), in connection with the
          preparation and filing of a Registration Statement on Form S-8
          (the "Registration Statement") for the registration for sale
          under the Securities Act of 1933, as amended, of a total of
          6,144,000 shares of the Company's common stock, $.001 par value
          (the "Common Stock"), which may be issued pursuant to the
          Platinum Entertainment, Inc. 1993 Stock Option Plan, Platinum
          Entertainment, Inc. 1997 Employee Stock Purchase Plan, Platinum
          Entertainment, Inc. Amended and Restated 1995 Directors Stock
          Option Plan and the Platinum Entertainment, Inc. Amended and
          Restated 1995 Employee Incentive Compensation Plan (collectively
          referred to herein as the "Plans").

               In connection with this opinion, we have examined and relied
          upon originals or copies of, certified or otherwise identified to
          our satisfaction, the following:

               1.   The Registration Statement;

               2.   The Third Amended and Restated Certificate of
                    Incorporation of the Company, as amended;

               3.   The Amended By-Laws of the Company, as amended;

               4.   Resolutions duly adopted by the Board of Directors of
                    the Company relating to the adoption and amendment of
                    the Plans;

               5.   The Plans;

               6.   Certificates of public officials, certificates of
                    officers, representatives and agents of the Company,
                    and we have assumed that all of the representations
                    contained therein are accurate and complete; and

                                         I-9
7.   Such other instruments, documents, statements and
                    records of the Company and others as we have deemed
                    relevant and necessary to examine and rely upon for the
                    purpose of this opinion.

               In connection with this opinion, we have assumed the
          accuracy and completeness of all documents and records that we
          have reviewed, the genuineness of all signatures, the
          authenticity of the documents submitted to us as originals and
          the conformity to authentic original documents of all documents
          submitted to us as certified, conformed or reproduced copies.  We
          have further assumed that all natural persons involved in the
          transactions contemplated by the Registration Statement (the
          "Offering") have sufficient legal capacity to enter into and
          perform their respective obligations and to carry out their roles
          in the Offering.

               Based upon the foregoing, we are of the opinion that the
          6,144,000 shares of Common Stock issuable under the Plans, when
          issued and delivered by the Company in accordance with the terms
          of the Plans, will be validly issued, fully paid and
          nonassessable securities of the Company.

               Our opinion expressed above is limited to the laws of the
          State of Illinois, the laws of the United States of America and
          the General Corporation Law of the State of Delaware, and we do
          not express any opinion herein concerning any other law.  In
          addition, we express no opinion herein concerning any statutes,
          ordinances, administrative decisions, rules or regulations of any
          county, town, municipality or special political subdivision
          (whether created or enabled through legislative action at the
          federal, state or regional level).  This opinion is given as of
          the date hereof and we assume no obligation to advise you of
          changes that may hereafter be brought to our attention.  This
          opinion is solely for the information of the addressee hereof and
          is not to be quoted in whole or in part or otherwise referred to,
          nor is it to be filed with any governmental agency or any other
          person without our prior written consent.  In connection
          therewith, we hereby consent to the use of this opinion for
          filing as Exhibit 5 to the Registration Statement.  No one other
          than the addressee hereof is entitled to rely on this opinion. 
          This opinion is rendered solely for the purposes of the Offering
          and should not be relied upon for any other purpose.

                                        Very truly yours,

                                        /S/ KATTEN MUCHIN & ZAVIS
          Doc #:CH02 (65591-00001) 888263v1;12/2/1998/Time:10:47
EXHIBIT 23.1

                           Consent of Independent Auditors

          We consent to the incorporation by reference in the Registration
          Statement (Form S-8 No. 33-00000) pertaining to the1993 Stock
          Option Plan, Amended and Restated 1995 Director's Stock Option
          Plan, Amended and Restated 1995 Employee Incentive Compensation
          Plan and the1997 Employee Stock Purchase Plan of Platinum
          Entertainment, Inc. of our reports dated May 20, 1998 (except for
          Note 9, as to which the date is July 31, 1998) and August 29
          ,1997 with respect to the consolidated financial statements and
          schedules of Platinum Entertainment, Inc. incorporated by
          reference in its Annual Report Form 10-K/ A and 10-K for the
          seven months ended December 31, 1997 and the year ended May 31,
          1997, respectively, filed with the Securities and Exchange
          Commission.

          ERNST & YOUNG LLP

          Chicago, Illinois
          December 9, 1998