<PAGE>

     As Filed Electronically with the Securities and Exchange Commission on
                               September 19, 2001

                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           SPEEDWAY MOTORSPORTS, INC.
             (Exact name of Registrant as Specified in Its Charter)

Delaware                                                    51-0363307
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

U.S. Highway 29 North                                       28026
P.O. Box 600                                                (Zip Code)
Concord, North Carolina
(Address of Principal Executive Offices)

                           SPEEDWAY MOTORSPORTS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                     AMENDED AND RESTATED AS OF MAY 3, 2000
                            (Full Title of the Plan)

                               Mr. O. Bruton Smith
                      Chairman and Chief Executive Officer
                           Speedway Motorsports, Inc.
                              U.S. Highway 29 North
                                  P.O. Box 600
                       Concord, North Carolina 28026-0600
                                 (704) 455-3239
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                                   Copies to:

                               Peter J. Shea, Esq.
                      Parker, Poe, Adams & Bernstein L.L.P.
                       401 South Tryon Street, Suite 3000
                         Charlotte, North Carolina 28202
                            Telephone: (704) 372-9000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

===============================================================================================================
     Title of             Amount          Proposed Maximum         Proposed Maximum          Amount of
    Securities            to be               Offering                Aggregate            Registration
       to be            Registered              Price                  Offering                 Fee
    Registered                                Per Share                 Price
---------------------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>                     <C>                      <C>
Common Stock              200,000             $23.06(1)               $4,612,000               $1155
($0.01 par value)
===============================================================================================================
</TABLE>

        (1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average
of the high and low prices of the Registrant's Common Stock reported on the New
York Stock Exchange on September 17, 2001, which prices were $23.63 and $22.48,
respectively.
<PAGE>

        This Registration Statement on Form S-8 relates to the registration of
additional securities relating to an employee benefit plan for which a
registration statement filed on Form S-8 (File No. 333-17687) was filed by the
Company with the Securities and Exchange Commission on December 12, 1996. The
contents of the December 12, 1996 registration statement are incorporated herein
by this reference.

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

        The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities and Exchange Commission Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirement
of Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act").

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

        The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this Registration
Statement, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede this information. Speedway
Motorsports Inc. (the "Company," and sometimes referred to herein as the
"Registrant") incorporates by reference the documents listed below and any
future filings made with the Securities and Exchange Commission under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

        (i)     Our Annual Report on Form 10-K for the fiscal year ended
                December 31, 2000 (File No. 1-13582);

        (ii)    Our Quarterly Report on Form 10-Q for the fiscal quarter ended
                March 31, 2001;

        (iii)   Our Quarterly Report on Form 10-Q for the fiscal quarter ended
                June 30, 2001; and

        (iv)    The description of the Company's Common Stock contained in the
                Company's Registration Statement on Form 8-A, as amended, filed
                with the Commission pursuant to Section 12 of the Exchange Act.

Any statement contained herein or in a document, all or a portion of which is
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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

Item 6. Indemnification of Officers and Directors
        -----------------------------------------

        The Registrant's Bylaws effectively provide that the Registrant shall,
to the full extent permitted by Section 145 of the General Corporation Law of
the State of Delaware, as amended from time to time ("Section 145"), indemnify
all persons whom it may indemnify pursuant thereto. In addition, the
Registrant's Certificate of Incorporation eliminates personal liability of its
directors to the full extent permitted by Section 102(b)(7) of the General
Corporation Law of the State of Delaware, as amended from time to time ("Section
102(b)(7)").

                                      II-1
<PAGE>

        Section 145 permits a corporation to indemnify its directors and
officers against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by a third party if such
directors or officers acted in good faith and in a manner they 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 reason to believe
their conduct was unlawful. In a derivative action, indemnification may be made
only for expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.

        Section 102(b)(7) provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (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) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds, or (iv) for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.

        The Company maintains insurance against liabilities under the Securities
Act for the benefit of its officers and directors.

Item 8. Exhibits
        --------

Exhibit
Number              Description
------              -----------

4.1                 Speedway Motorsports, Inc. Employee Stock Purchase Plan
                    Amended and Restated as of May 3, 2000

5.1                 Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding
                    the legality of securities registered

23.1                Consent of Deloitte & Touche LLP

23.2                Consent of Parker, Poe, Adams & Bernstein L.L.P. (included
                    in Exhibit 5.1 to this Registration Statement)


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 of 1933;

                        (ii)    To reflect in the prospectus any facts or events
                                arising after the effective date of the
                                Registration Statement (or 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 the
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered), 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 Securities and
                                Exchange Commission pursuant to Rule 424(b) if,
                                in the aggregate, the changes in volume and
                                price represent no more than a 20 percent change
                                in the maximum aggregate offering price set
                                forth in the "Calculation of Registration Fee"
                                table in the effective registration statement;
                                and

                                      II-2
<PAGE>

                        (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
registration statement is on Form S-3, Form S-8, or Form F-3, and 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
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;

                (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)     That, for the purposes of determining any liability under the
                Securities Act, each filing of the Registrant's annual report
                pursuant to Section 13(a) or Section 15(d) of the Exchange Act
                (and, where applicable, each filing of an employee benefit
                plan's annual report pursuant to 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; and

        (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 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.

                                      II-3
<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on this 18th day
of September, 2001.

                              SPEEDWAY MOTORSPORTS, INC.


                              By: /s/ William R. Brooks
                                 ----------------------
                                  William R. Brooks
                              Vice President, Treasurer, Chief Financial Officer
                              and Director (principal accounting officer)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Speedway Motorsports,
Inc., do hereby constitute and appoint Mr. William R. Brooks with full power of
substitution, our true and lawful attorney-in-fact and agent to do any and all
acts and things in our names and in our behalf in our capacities stated below,
which acts and things as he may deem necessary or advisable to enable Speedway
Motorsports, Inc. to comply with the Securities Act, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but not limited to, power
and authority to sign for any and all of us in our names, in the capacities
stated below, any and all amendments (including post-effective amendments)
hereto and any subsequent registration statement filed pursuant to Rule 462(b)
under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission; and we do hereby ratify and confirm all that he shall do or
cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

Signature                         Title                                      Date
<S>                               <C>                                        <C>
     /s/ O. Bruton Smith          Chief Executive Officer                    September 18, 2001
------------------------------    (principal executive officer)
         O. Bruton Smith          Chairman and Director

      /s/ H. A. Wheeler           President, Chief Operating                 September 18, 2001
------------------------------    Officer and Director
          H. A. Wheeler

    /s/ William R. Brooks         Vice President, Treasurer                  September 18, 2001
------------------------------    Chief Financial Officer and Director
        William R. Brooks

     /s/ Edwin R. Clark           Executive Vice President                   September 18, 2001
------------------------------    and Director
         Edwin R. Clark

    /s/ William P. Benton         Director                                   September 18, 2001
------------------------------
        William P. Benton

     /s/ Mark M. Gambill          Director                                   September 18, 2001
------------------------------
         Mark M. Gambill

      /s/ Tom E. Smith            Director                                   September 18, 2001
------------------------------
         Tom E. Smith

      /s/ Jack F. Kemp            Director                                   September 18, 2001
------------------------------
          Jack F. Kemp

</TABLE>

                                      II-4
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.         Description
-----------         -----------

4.1                 Speedway Motorsports, Inc. Employee Stock Purchase Plan
                    Amended and Restated as of May 3, 2000

5.1                 Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding
                    the legality of securities registered

23.1                Consent of Deloitte & Touche LLP

23.2                Consent of Parker, Poe, Adams & Bernstein L.L.P. (included
                    in Exhibit 5.1 to this Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "SPEEDWAY MOTORSPORTS, INC.", "secsgml_size_bytes": 21292}]
{"company-data": {"conformed-name": "SPEEDWAY MOTORSPORTS INC", "cik": "0000934648", "assigned-sic": "7948", "irs-number": "510363307", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69618", "film-number": "1740226"}, "business-address": {"street1": "US HIGHWAY 29 NORTH", "street2": "PO BOX 600", "city": "CONCORD", "state": "NC", "zip": "28026", "phone": "7044553239"}, "mail-address": {"street1": "US HIGHWAY 29 NORTH", "street2": "P O BOX 600", "city": "CONCORD", "state": "NC", "zip": "28026-0600"}}
As Filed Electronically with the Securities and Exchange Commission on
                               September 19, 2001

                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           SPEEDWAY MOTORSPORTS, INC.
             (Exact name of Registrant as Specified in Its Charter)

Delaware                                                    51-0363307
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

U.S. Highway 29 North                                       28026
P.O. Box 600                                                (Zip Code)
Concord, North Carolina
(Address of Principal Executive Offices)

                           SPEEDWAY MOTORSPORTS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                     AMENDED AND RESTATED AS OF MAY 3, 2000
                            (Full Title of the Plan)

                               Mr. O. Bruton Smith
                      Chairman and Chief Executive Officer
                           Speedway Motorsports, Inc.
                              U.S. Highway 29 North
                                  P.O. Box 600
                       Concord, North Carolina 28026-0600
                                 (704) 455-3239
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                                   Copies to:

                               Peter J. Shea, Esq.
                      Parker, Poe, Adams & Bernstein L.L.P.
                       401 South Tryon Street, Suite 3000
                         Charlotte, North Carolina 28202
                            Telephone: (704) 372-9000

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
     Title of             Amount          Proposed Maximum         Proposed Maximum          Amount of
    Securities            to be               Offering                Aggregate            Registration
       to be            Registered              Price                  Offering                 Fee
    Registered                                Per Share                 Price
---------------------------------------------------------------------------------------------------------------
Common Stock              200,000             $23.06(1)               $4,612,000               $1155
($0.01 par value)
===============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average
of the high and low prices of the Registrant's Common Stock reported on the New
York Stock Exchange on September 17, 2001, which prices were $23.63 and $22.48,
respectively.
This Registration Statement on Form S-8 relates to the registration of
additional securities relating to an employee benefit plan for which a
registration statement filed on Form S-8 (File No. 333-17687) was filed by the
Company with the Securities and Exchange Commission on December 12, 1996. The
contents of the December 12, 1996 registration statement are incorporated herein
by this reference.

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

        The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities and Exchange Commission Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirement
of Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act").

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

        The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this Registration
Statement, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede this information. Speedway
Motorsports Inc. (the "Company," and sometimes referred to herein as the
"Registrant") incorporates by reference the documents listed below and any
future filings made with the Securities and Exchange Commission under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

        (i)     Our Annual Report on Form 10-K for the fiscal year ended
                December 31, 2000 (File No. 1-13582);

        (ii)    Our Quarterly Report on Form 10-Q for the fiscal quarter ended
                March 31, 2001;

        (iii)   Our Quarterly Report on Form 10-Q for the fiscal quarter ended
                June 30, 2001; and

        (iv)    The description of the Company's Common Stock contained in the
                Company's Registration Statement on Form 8-A, as amended, filed
                with the Commission pursuant to Section 12 of the Exchange Act.

Any statement contained herein or in a document, all or a portion of which is
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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

Item 6. Indemnification of Officers and Directors
        -----------------------------------------

        The Registrant's Bylaws effectively provide that the Registrant shall,
to the full extent permitted by Section 145 of the General Corporation Law of
the State of Delaware, as amended from time to time ("Section 145"), indemnify
all persons whom it may indemnify pursuant thereto. In addition, the
Registrant's Certificate of Incorporation eliminates personal liability of its
directors to the full extent permitted by Section 102(b)(7) of the General
Corporation Law of the State of Delaware, as amended from time to time ("Section
102(b)(7)").

                                      II-1
Section 145 permits a corporation to indemnify its directors and
officers against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by a third party if such
directors or officers acted in good faith and in a manner they 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 reason to believe
their conduct was unlawful. In a derivative action, indemnification may be made
only for expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.

        Section 102(b)(7) provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (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) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds, or (iv) for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.

        The Company maintains insurance against liabilities under the Securities
Act for the benefit of its officers and directors.

Item 8. Exhibits
        --------

Exhibit
Number              Description
------              -----------

4.1                 Speedway Motorsports, Inc. Employee Stock Purchase Plan
                    Amended and Restated as of May 3, 2000

5.1                 Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding
                    the legality of securities registered

23.1                Consent of Deloitte & Touche LLP

23.2                Consent of Parker, Poe, Adams & Bernstein L.L.P. (included
                    in Exhibit 5.1 to this Registration Statement)

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 of 1933;

                        (ii)    To reflect in the prospectus any facts or events
                                arising after the effective date of the
                                Registration Statement (or 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 the
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered), 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 Securities and
                                Exchange Commission pursuant to Rule 424(b) if,
                                in the aggregate, the changes in volume and
                                price represent no more than a 20 percent change
                                in the maximum aggregate offering price set
                                forth in the "Calculation of Registration Fee"
                                table in the effective registration statement;
                                and

                                      II-2
(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
registration statement is on Form S-3, Form S-8, or Form F-3, and 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
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;

                (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)     That, for the purposes of determining any liability under the
                Securities Act, each filing of the Registrant's annual report
                pursuant to Section 13(a) or Section 15(d) of the Exchange Act
                (and, where applicable, each filing of an employee benefit
                plan's annual report pursuant to 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; and

        (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 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.

                                      II-3
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on this 18th day
of September, 2001.

                              SPEEDWAY MOTORSPORTS, INC.

                              By: /s/ William R. Brooks
                                 ----------------------
                                  William R. Brooks
                              Vice President, Treasurer, Chief Financial Officer
                              and Director (principal accounting officer)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Speedway Motorsports,
Inc., do hereby constitute and appoint Mr. William R. Brooks with full power of
substitution, our true and lawful attorney-in-fact and agent to do any and all
acts and things in our names and in our behalf in our capacities stated below,
which acts and things as he may deem necessary or advisable to enable Speedway
Motorsports, Inc. to comply with the Securities Act, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but not limited to, power
and authority to sign for any and all of us in our names, in the capacities
stated below, any and all amendments (including post-effective amendments)
hereto and any subsequent registration statement filed pursuant to Rule 462(b)
under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission; and we do hereby ratify and confirm all that he shall do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                         Title                                      Date
/s/ O. Bruton Smith          Chief Executive Officer                    September 18, 2001
------------------------------    (principal executive officer)
         O. Bruton Smith          Chairman and Director

      /s/ H. A. Wheeler           President, Chief Operating                 September 18, 2001
------------------------------    Officer and Director
          H. A. Wheeler

    /s/ William R. Brooks         Vice President, Treasurer                  September 18, 2001
------------------------------    Chief Financial Officer and Director
        William R. Brooks

     /s/ Edwin R. Clark           Executive Vice President                   September 18, 2001
------------------------------    and Director
         Edwin R. Clark

    /s/ William P. Benton         Director                                   September 18, 2001
------------------------------
        William P. Benton

     /s/ Mark M. Gambill          Director                                   September 18, 2001
------------------------------
         Mark M. Gambill

      /s/ Tom E. Smith            Director                                   September 18, 2001
------------------------------
         Tom E. Smith

      /s/ Jack F. Kemp            Director                                   September 18, 2001
------------------------------
          Jack F. Kemp
II-4
INDEX TO EXHIBITS

Exhibit No.         Description
-----------         -----------

4.1                 Speedway Motorsports, Inc. Employee Stock Purchase Plan
                    Amended and Restated as of May 3, 2000

5.1                 Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding
                    the legality of securities registered

23.1                Consent of Deloitte & Touche LLP

23.2                Consent of Parker, Poe, Adams & Bernstein L.L.P. (included
                    in Exhibit 5.1 to this Registration Statement)