<PAGE>

 As Filed Electronically with the Securities and Exchange Commission
                                 on May 31, 2002

                                Registration No.

                       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.)

     5555 Concord Parkway South                         28027
     Concord, North Carolina                            (Zip Code)
     (Address of Principal Executive Offices)

                           SPEEDWAY MOTORSPORTS, INC.
                             1994 STOCK OPTION PLAN
                        AMENDED AND RESTATED MAY 9, 2002
                            (Full Title of the Plan)

                               Mr. O. Bruton Smith
                      Chairman and Chief Executive Officer
                           Speedway Motorsports, Inc.
                           5555 Concord Parkway South
                          Concord, North Carolina 28027
                                 (704) 455-3239
 (Name, Address, including zip code, 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       1,000,000       $28.84(1)           $28,840,000           $2653.28
($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 May 23, 2002, which prices were $29.32 and
$28.36, 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 was filed on Form S-8 (File No. 333-69616) by the Company
with the Securities and Exchange Commission on September 19, 2001. The contents
of the September 19, 2001 registration statement is 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").

               (i)   Our Annual Report on Form 10-K for the fiscal year ended
                     December 31, 2001 (File No. 1-13582);

               (ii)  Our Quarterly Report on Form 10-Q for the fiscal quarter
                     ended March 31, 2002;

               (iii) Our Definitive Proxy Statement dated March 27, 2002; 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.

         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.

         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

                                      II-1

<PAGE>

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)").

         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) of the Delaware Corporation Law 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. 1994 Stock Option Plan Amended and
                  Restated May 9, 2002

4.2               Form of Statutory Incentive Stock Option Agreement and Grant
                  pursuant to the Speedway Motorsports, Inc. 1994 Stock Option
                  Plan Amended and Restated May 9, 2002

4.3               Form of Nonstatutory Stock Option Agreement and Grant pursuant
                  to the Speedway Motorsports, Inc. 1994 Stock Option Plan
                  Amended and Restated May 9, 2002

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)

24.1              Power of Attorney (included on the signature page 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-2

<PAGE>

               (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 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 20 percent change in the maximum
                     aggregate offering price set forth in the "Calculation of
                     Registration Fee" table in the effective registration
                     statement; and

               (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 Securities Exchange Act of 1934 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; and

          (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 the purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the 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 of 1933
          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 of 1933
          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 31st day
of May, 2002.

                             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 of 1933, 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                              May 31, 2002
------------------------------------
         O. Bruton Smith                    (principal executive officer)
                                            Chairman and Director

/s/ H.A. Wheeler                            President, Chief Operating                           May 31, 2002
------------------------------------
         H. A.  Wheeler                     Officer and Director

/s/ William R. Brooks                       Vice President, Treasurer                            May 31, 2002
------------------------------------
         William R. Brooks                  Chief Financial Officer and Director


/s/ Edwin R. Clark                          Executive Vice President                             May 31, 2002
------------------------------------
         Edwin R. Clark                     and Director


/s/ William P. Benton                       Director                                             May 31, 2002
------------------------------------
         William P. Benton

/s/ Mark M. Gambill                         Director                                             May 31, 2002
------------------------------------
         Mark M. Gambill

/s/ Tom E. Smith                            Director                                             May 31, 2002
------------------------------------
         Tom E. Smith

/s/ Jack F. Kemp                            Director                                             May 31, 2002
------------------------------------
         Jack F. Kemp

</TABLE>

                                      II-4

<PAGE>

/s/ Robert L. Rewey                         Director                May 31, 2002
------------------------------------
         Robert L. Rewey

                                      II-5

<PAGE>

                                INDEX TO EXHIBITS

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

4.1                 Speedway Motorsports, Inc. 1994 Stock Option Plan Amended
                    and Restated May 9, 2002

4.2                 Form of Statutory Incentive Stock Option Agreement and Grant
                    pursuant to the Speedway Motorsports, Inc. 1994 Stock Option
                    Plan Amended and Restated May 9, 2002

4.3                 Form of Nonstatutory Stock Option Agreement and Grant
                    pursuant to the Speedway Motorsports, Inc. 1994 Stock
                    Option Plan Amended and Restated May 9, 2002

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)

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

                                      II-6
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{"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": "333-89496", "film-number": "02667777"}, "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 May 31, 2002

                                Registration No.

                       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.)

     5555 Concord Parkway South                         28027
     Concord, North Carolina                            (Zip Code)
     (Address of Principal Executive Offices)

                           SPEEDWAY MOTORSPORTS, INC.
                             1994 STOCK OPTION PLAN
                        AMENDED AND RESTATED MAY 9, 2002
                            (Full Title of the Plan)

                               Mr. O. Bruton Smith
                      Chairman and Chief Executive Officer
                           Speedway Motorsports, Inc.
                           5555 Concord Parkway South
                          Concord, North Carolina 28027
                                 (704) 455-3239
 (Name, Address, including zip code, 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       1,000,000       $28.84(1)           $28,840,000           $2653.28
($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 May 23, 2002, which prices were $29.32 and
$28.36, 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 was filed on Form S-8 (File No. 333-69616) by the Company
with the Securities and Exchange Commission on September 19, 2001. The contents
of the September 19, 2001 registration statement is 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").

               (i)   Our Annual Report on Form 10-K for the fiscal year ended
                     December 31, 2001 (File No. 1-13582);

               (ii)  Our Quarterly Report on Form 10-Q for the fiscal quarter
                     ended March 31, 2002;

               (iii) Our Definitive Proxy Statement dated March 27, 2002; 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.

         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.

         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

                                      II-1
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)").

         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) of the Delaware Corporation Law 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. 1994 Stock Option Plan Amended and
                  Restated May 9, 2002

4.2               Form of Statutory Incentive Stock Option Agreement and Grant
                  pursuant to the Speedway Motorsports, Inc. 1994 Stock Option
                  Plan Amended and Restated May 9, 2002

4.3               Form of Nonstatutory Stock Option Agreement and Grant pursuant
                  to the Speedway Motorsports, Inc. 1994 Stock Option Plan
                  Amended and Restated May 9, 2002

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)

24.1              Power of Attorney (included on the signature page 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-2
(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 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 20 percent change in the maximum
                     aggregate offering price set forth in the "Calculation of
                     Registration Fee" table in the effective registration
                     statement; and

               (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 Securities Exchange Act of 1934 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; and

          (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 the purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the 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 of 1933
          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 of 1933
          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 31st day
of May, 2002.

                             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 of 1933, 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                              May 31, 2002
------------------------------------
         O. Bruton Smith                    (principal executive officer)
                                            Chairman and Director

/s/ H.A. Wheeler                            President, Chief Operating                           May 31, 2002
------------------------------------
         H. A.  Wheeler                     Officer and Director

/s/ William R. Brooks                       Vice President, Treasurer                            May 31, 2002
------------------------------------
         William R. Brooks                  Chief Financial Officer and Director

/s/ Edwin R. Clark                          Executive Vice President                             May 31, 2002
------------------------------------
         Edwin R. Clark                     and Director

/s/ William P. Benton                       Director                                             May 31, 2002
------------------------------------
         William P. Benton

/s/ Mark M. Gambill                         Director                                             May 31, 2002
------------------------------------
         Mark M. Gambill

/s/ Tom E. Smith                            Director                                             May 31, 2002
------------------------------------
         Tom E. Smith

/s/ Jack F. Kemp                            Director                                             May 31, 2002
------------------------------------
         Jack F. Kemp
II-4
/s/ Robert L. Rewey                         Director                May 31, 2002
------------------------------------
         Robert L. Rewey

                                      II-5
INDEX TO EXHIBITS

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

4.1                 Speedway Motorsports, Inc. 1994 Stock Option Plan Amended
                    and Restated May 9, 2002

4.2                 Form of Statutory Incentive Stock Option Agreement and Grant
                    pursuant to the Speedway Motorsports, Inc. 1994 Stock Option
                    Plan Amended and Restated May 9, 2002

4.3                 Form of Nonstatutory Stock Option Agreement and Grant
                    pursuant to the Speedway Motorsports, Inc. 1994 Stock
                    Option Plan Amended and Restated May 9, 2002

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)

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

                                      II-6