<PAGE>
 
         As filed with the Securities and Exchange Commission on May 20, 1997

                                                Registration No. 333-___________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                _______________


                                    Form S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                _______________


                              HOLLYWOOD PARK, INC.
               (Exact name of issuer as specified in its charter)


            Delaware                                       95-3667491
  (State or other jurisdiction                          (I.R.S. employer
of incorporation or organization)                    identification number)


                           1050 South Prairie Avenue
                              Inglewood, CA 90301
                                 (310) 419-1500


                             1996 STOCK OPTION PLAN
                   CERTAIN ADDITIONAL STOCK OPTION AGREEMENTS
                            (Full title of the Plan)


        G. Michael Finnigan                               Copy to:
        Hollywood Park, Inc.                           Al Segel, Esq.
     1050 South Prairie Avenue                       Ashok Mukhey, Esq.
        Inglewood, CA 90301                         Irell & Manella LLP
          (310) 419-1500                    1800 Avenue of the Stars, Suite 900
                                                   Los Angeles, CA 90067
 (Name, address including zip code                    (310) 277-1010
  and telephone number, including 
    area code, of registrants'
       agent for service)

<TABLE>
<CAPTION>
                             CALCULATION OF REGISTRATION FEE
=======================================================================================================

 
                                                      Proposed           Proposed
                                   Amount to be        Maximum           Maximum
            Title of                Registered     Offering Price       Aggregate         Amount of
  Securities to be Registered         Shares        Per Share         Offering Price   Registration Fee
-------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>                 <C>              <C>
Common Stock, $.10 par value          80,000         $11.50              $   920,000       $ 279
Common Stock, $.10 par value         840,000         $14.4375(1)         $12,127,500       $3675
                                     =======                             ===========       =====
                                     920,000                              13,047,500        3954
=======================================================================================================
</TABLE>
(1) The offering price is to be computed pursuant to Rule 457(h) and Rule
457(c).  As such, the offering price is the average of the bid and the asked
price as of May 16, 1997.
<PAGE>
 
                                EXPLANATORY NOTE

     This registration statement relates to 900,000 shares of the Registrant's
Common Stock issuable upon exercise of options granted pursuant the Registrant's
1996 Stock Option Plan (the "1996 Plan") and 20,000 shares of the Registrant's
Common Stock issuable upon exercise of options granted to certain directors of
the Registrant who are ineligible to receive option grants under the 1996 Plan.
The 1996 Plan, Forms of Stock Option Agreements under the 1996 Plan and certain
additional Stock Option Agreements for grants of options not made under the 1996
Plan have been filed as exhibits to this Form S-8.


                                      -2-
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION
 
     Information required by Item I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by the Registrant under the
Exchange Act with the Commission are incorporated herein by reference:  (1) the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1996; and (2) the description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
June 29, 1994.

     In addition, 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
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     None.


                                      -3-
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation 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 DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

     As permitted by Section 102(b)(7) of the DGCL, the Registrant's Certificate
of Incorporation, as amended, includes a provision that limits a director's
personal liability to the Registrant or its stockholders for monetary damages
for breaches of his or her fiduciary duty as a director.  Article XIII of the
Registrant's Certificate of Incorporation, as amended, provides that no director
of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent permitted by the DGCL.

     As permitted by Section 145 of the DGCL, the Registrant's Bylaws provide
that, to the fullest extent permitted by the DGCL, directors, officers and
certain other persons who are made, or are threatened to be made, parties to, or
are involved in, any action, suit or proceeding will be indemnified by the
Registrant with respect thereto.

     The Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

                                      -4-
<PAGE>
 
ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER         DESCRIPTION
------         -----------

4.1          Specimen of Common Stock Certificate (1)
4.2(a)       1996 Stock Option Plan (2)
4.2(b)       Form of Non-Qualified Stock Option Agreement under the 1996 Plan
4.3          Form of Non-Qualified Stock Option Agreement for options not
             granted under the 1996 Plan
5.1          Legal Opinion of Irell & Manella LLP
23.1         Consent of Irell & Manella LLP (included in legal opinion filed as
             Exhibit 5.1)
23.2         Consent of Arthur Andersen LLP

_______________

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, as filed with the Securities and Exchange Commission (File No.
     33-63840).

(2)  Incorporated by reference to the Registrant's Exhibit D of the Notice of
     Annual Meeting to Stockholders and Proxy Statement relating to the Annual
     Meeting of Stockholders of Hollywood Park, Inc. held on October 30, 1996.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1)  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;

               (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;

              (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)(1)(i) and (a)(1)(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 by the Registrant pursuant to Section 13 or Section
               15(d) of the Exchange Act that are incorporated by reference in
               this Registration Statement.

                                      -5-
<PAGE>
 
          (2)  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.

          (3)  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.

     (b)  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 Exchange Act that is incorporated by reference in
          this 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.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions 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 Securities 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 of whether such indemnification
          by it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.  

                                      -6-
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
hereby 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 Los Angeles, State of California, on the 10th day of
April 1997.


                         HOLLYWOOD PARK, INC.

 
                         By: /s/ G. Michael Finnigan
                             ----------------------------------------------
                              G. Michael Finnigan
                              President, Sports and Entertainment,
                              Executive Vice President, Treasurer
                              and Chief Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R.D. Hubbard and G. Michael Finnigan, and each of
them, his attorneys-in-fact and agents, each with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

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

/s/ R.D. Hubbard          Chairman of the Board, Chief       April 10, 1997
------------------------
R.D. Hubbard              Executive Officer and Director
                          (Principal Executive Officer)
 
/s/ Harry Ornest          Vice Chairman of the Board         April 10, 1997
------------------------
Harry Ornest              and Director
 
/s/ Donald M. Robbins     President and Secretary            April 10, 1997
------------------------
Donald M. Robbins

</TABLE> 


                                      -7-
<PAGE>
 
<TABLE>
<CAPTION>
 
       SIGNATURE                       TITLE                      DATE
       ---------                       -----                      ----
<S>                       <C>                                <C>

 
/s/ G. Michael Finnigan   Executive Vice President and       April 10, 1997
-----------------------
G. Michael Finnigan       Chief Financial Officer
                          (Principal Financial and
                          Accounting Officer)
 
/s/ J.R. Johnson          Director                           April 10, 1997
-----------------------
J.R. Johnson
 
/s/ Robert T. Manfuso     Director                           April 10, 1997
-----------------------
Robert T. Manfuso
 
/s/ Lynn P. Reitnouer     Director                           April 10, 1997
-----------------------
Lynn P. Reitnouer
 
/s/ Herman Sarkowsky      Director                           April 10, 1997
-----------------------
Herman Sarkowsky
 
/s/ Warren B. Williamson  Director                           April 10, 1997
-----------------------
Warren B. Williamson
</TABLE>

                                      -8-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


EXHIBIT
NUMBER         DESCRIPTION
------         -----------

4.1          Specimen of Common Stock Certificate (1)
4.2(a)       1996 Stock Option Plan (2)
4.2(b)       Form of Non-Qualified Stock Option Agreement under the 1996 Plan
4.3          Form of Non-Qualified Stock Option Agreement for options not
             granted under the 1996 Plan
5.1          Legal Opinion of Irell & Manella LLP
23.1         Consent of Irell & Manella LLP (included in legal opinion filed as
             Exhibit 5.1)
23.2         Consent of Arthur Andersen LLP

_______________

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, as filed with the Securities and Exchange Commission (File No.
     33-63840).

(2)  Incorporated by reference to the Registrant's Exhibit D of the Notice of
     Annual Meeting to Stockholders and Proxy Statement relating to the Annual
     Meeting of Stockholders of Hollywood Park, Inc. held on October 30, 1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18941}]
{"company-data": {"conformed-name": "HOLLYWOOD PARK INC/NEW/", "cik": "0000356213", "assigned-sic": "7948", "irs-number": "953667491", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27501", "film-number": "97612151"}, "business-address": {"street1": "P O BOX 369", "city": "INGLEWOOD", "state": "CA", "zip": "90301", "phone": "3104191500"}, "mail-address": {"street1": "P O BOX 369", "city": "INGLEWOOD", "state": "CA", "zip": "90306"}}
As filed with the Securities and Exchange Commission on May 20, 1997

                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                _______________

                                    Form S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                _______________

                              HOLLYWOOD PARK, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                       95-3667491
  (State or other jurisdiction                          (I.R.S. employer
of incorporation or organization)                    identification number)

                           1050 South Prairie Avenue
                              Inglewood, CA 90301
                                 (310) 419-1500

                             1996 STOCK OPTION PLAN
                   CERTAIN ADDITIONAL STOCK OPTION AGREEMENTS
                            (Full title of the Plan)

        G. Michael Finnigan                               Copy to:
        Hollywood Park, Inc.                           Al Segel, Esq.
     1050 South Prairie Avenue                       Ashok Mukhey, Esq.
        Inglewood, CA 90301                         Irell & Manella LLP
          (310) 419-1500                    1800 Avenue of the Stars, Suite 900
                                                   Los Angeles, CA 90067
 (Name, address including zip code                    (310) 277-1010
  and telephone number, including 
    area code, of registrants'
       agent for service)
CALCULATION OF REGISTRATION FEE
=======================================================================================================

 
                                                      Proposed           Proposed
                                   Amount to be        Maximum           Maximum
            Title of                Registered     Offering Price       Aggregate         Amount of
  Securities to be Registered         Shares        Per Share         Offering Price   Registration Fee
-------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value          80,000         $11.50              $   920,000       $ 279
Common Stock, $.10 par value         840,000         $14.4375(1)         $12,127,500       $3675
                                     =======                             ===========       =====
                                     920,000                              13,047,500        3954
=======================================================================================================
(1) The offering price is to be computed pursuant to Rule 457(h) and Rule
457(c).  As such, the offering price is the average of the bid and the asked
price as of May 16, 1997.
EXPLANATORY NOTE

     This registration statement relates to 900,000 shares of the Registrant's
Common Stock issuable upon exercise of options granted pursuant the Registrant's
1996 Stock Option Plan (the "1996 Plan") and 20,000 shares of the Registrant's
Common Stock issuable upon exercise of options granted to certain directors of
the Registrant who are ineligible to receive option grants under the 1996 Plan.
The 1996 Plan, Forms of Stock Option Agreements under the 1996 Plan and certain
additional Stock Option Agreements for grants of options not made under the 1996
Plan have been filed as exhibits to this Form S-8.

                                      -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION
 
     Information required by Item I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by the Registrant under the
Exchange Act with the Commission are incorporated herein by reference:  (1) the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1996; and (2) the description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
June 29, 1994.

     In addition, 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
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     None.

                                      -3-
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation 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 DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

     As permitted by Section 102(b)(7) of the DGCL, the Registrant's Certificate
of Incorporation, as amended, includes a provision that limits a director's
personal liability to the Registrant or its stockholders for monetary damages
for breaches of his or her fiduciary duty as a director.  Article XIII of the
Registrant's Certificate of Incorporation, as amended, provides that no director
of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent permitted by the DGCL.

     As permitted by Section 145 of the DGCL, the Registrant's Bylaws provide
that, to the fullest extent permitted by the DGCL, directors, officers and
certain other persons who are made, or are threatened to be made, parties to, or
are involved in, any action, suit or proceeding will be indemnified by the
Registrant with respect thereto.

     The Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

                                      -4-
ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER         DESCRIPTION
------         -----------

4.1          Specimen of Common Stock Certificate (1)
4.2(a)       1996 Stock Option Plan (2)
4.2(b)       Form of Non-Qualified Stock Option Agreement under the 1996 Plan
4.3          Form of Non-Qualified Stock Option Agreement for options not
             granted under the 1996 Plan
5.1          Legal Opinion of Irell & Manella LLP
23.1         Consent of Irell & Manella LLP (included in legal opinion filed as
             Exhibit 5.1)
23.2         Consent of Arthur Andersen LLP

_______________

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, as filed with the Securities and Exchange Commission (File No.
     33-63840).

(2)  Incorporated by reference to the Registrant's Exhibit D of the Notice of
     Annual Meeting to Stockholders and Proxy Statement relating to the Annual
     Meeting of Stockholders of Hollywood Park, Inc. held on October 30, 1996.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1)  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;

               (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;

              (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)(1)(i) and (a)(1)(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 by the Registrant pursuant to Section 13 or Section
               15(d) of the Exchange Act that are incorporated by reference in
               this Registration Statement.

                                      -5-
(2)  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.

          (3)  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.

     (b)  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 Exchange Act that is incorporated by reference in
          this 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.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions 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 Securities 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 of whether such indemnification
          by it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.  

                                      -6-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
hereby 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 Los Angeles, State of California, on the 10th day of
April 1997.

                         HOLLYWOOD PARK, INC.

 
                         By: /s/ G. Michael Finnigan
                             ----------------------------------------------
                              G. Michael Finnigan
                              President, Sports and Entertainment,
                              Executive Vice President, Treasurer
                              and Chief Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R.D. Hubbard and G. Michael Finnigan, and each of
them, his attorneys-in-fact and agents, each with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE                       TITLE                      DATE
       ---------                       -----                      ----
/s/ R.D. Hubbard          Chairman of the Board, Chief       April 10, 1997
------------------------
R.D. Hubbard              Executive Officer and Director
                          (Principal Executive Officer)
 
/s/ Harry Ornest          Vice Chairman of the Board         April 10, 1997
------------------------
Harry Ornest              and Director
 
/s/ Donald M. Robbins     President and Secretary            April 10, 1997
------------------------
Donald M. Robbins
-7-
SIGNATURE                       TITLE                      DATE
       ---------                       -----                      ----
/s/ G. Michael Finnigan   Executive Vice President and       April 10, 1997
-----------------------
G. Michael Finnigan       Chief Financial Officer
                          (Principal Financial and
                          Accounting Officer)
 
/s/ J.R. Johnson          Director                           April 10, 1997
-----------------------
J.R. Johnson
 
/s/ Robert T. Manfuso     Director                           April 10, 1997
-----------------------
Robert T. Manfuso
 
/s/ Lynn P. Reitnouer     Director                           April 10, 1997
-----------------------
Lynn P. Reitnouer
 
/s/ Herman Sarkowsky      Director                           April 10, 1997
-----------------------
Herman Sarkowsky
 
/s/ Warren B. Williamson  Director                           April 10, 1997
-----------------------
Warren B. Williamson
-8-
EXHIBIT INDEX
                                 -------------

EXHIBIT
NUMBER         DESCRIPTION
------         -----------

4.1          Specimen of Common Stock Certificate (1)
4.2(a)       1996 Stock Option Plan (2)
4.2(b)       Form of Non-Qualified Stock Option Agreement under the 1996 Plan
4.3          Form of Non-Qualified Stock Option Agreement for options not
             granted under the 1996 Plan
5.1          Legal Opinion of Irell & Manella LLP
23.1         Consent of Irell & Manella LLP (included in legal opinion filed as
             Exhibit 5.1)
23.2         Consent of Arthur Andersen LLP

_______________

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, as filed with the Securities and Exchange Commission (File No.
     33-63840).

(2)  Incorporated by reference to the Registrant's Exhibit D of the Notice of
     Annual Meeting to Stockholders and Proxy Statement relating to the Annual
     Meeting of Stockholders of Hollywood Park, Inc. held on October 30, 1996.