<PAGE>

         As filed with the Securities and Exchange Commission on August 31, 1999
                                                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

Amended and Restated Hollywood Park, Inc. Directors Deferred Compensation Plan
                        Certain Stock Option Agreements
                           (Full title of the Plan)

<TABLE>
<S>                                                                        <C>
            LOREN S. OSTROW                                                           Copy to:
          Hollywood Park, Inc.                                                  ALVIN G. 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, and telephone                                 (310) 277-1010
number, including area code, of registrants' agent for
               service)
</TABLE>


<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                275,000         $16.25 (1)       $ 4,468,750.00 (1)       $1,242.31
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value                822,500                (2)       $ 9,905,937.50 (3)       $2,753.85
===========================================================================================================================
</TABLE>
_____________

(1)  Estimated solely for the purpose of computing the registration fee as the
average of the high and low prices of the Common Stock reported on the New York
Stock Exchange on August 26, 1999 pursuant to Rule 457(h) and Rule 457(c) of the
Securities Act of 1933, as amended (the "Securities Act").

(2)  625,000 shares of Common Stock are issuable upon exercise of options at a
purchase price of $10.1875 per share.  192,500 shares of Common Stock are
issuable upon exercise of options at a purchase price of $18.00 per share.
5,000 shares of Common Stock are issuable upon exercise of options at a purchase
price of $14.75 per share.

(3)  Computed upon the basis of the price at which options to purchase the
Common Stock may be exercised pursuant to Rule 457(h) of the Securities Act.
<PAGE>

                               EXPLANATORY NOTE

     This registration statement relates to 275,000 shares of the Registrant's
Common Stock issuable pursuant to the Registrant's Amended and Restated
Directors Deferred Compensation Plan (the "Directors Plan") and 822,500 shares
of the Registrant's Common Stock issuable upon exercise of options granted to
certain directors and officers of the Registrant. The Directors Plan and certain
Stock Option Agreements 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 1 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 Hollywood Park, Inc., a
Delaware corporation (the "Registrant"), under the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference:

     (1)  the Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998;

     (2)  the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 1999;

     (3)  the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 1999;

     (4)  the Registrant's Current Report on Form 8-K, filed January 19, 1999;

     (5)  the Registrant's Current Report on Form 8-K, filed March 2, 1999; and

     (6)  the description of the Registrant's Common Stock set forth in the
          Registrant's Registration Statement on Form 8-A, filed November 21,
          1997.

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

Item 4.   Description of Securities.

     Not Applicable.

                                      -3-
<PAGE>

Item 5.   Interests of Named Experts and Counsel.

     None.

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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the
person's 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            Certificate of Incorporation of Hollywood Park, Inc. (2)
4.3            Amended and Restated Directors Deferred Compensation Plan
4.4            Form of Non-Qualified Stock Option Agreement for options granted
               to officers
4.5            Form of Non-Qualified Stock Option Agreement for options granted
               to directors
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
24             Power of Attorney (included on signature pages filed herewith)

_______________

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, filed December 3, 1992 (File No. 33-55246).

(2)  Incorporated by reference to Exhibit 3.1 of the Registrant's Amendment No.
     1 to Registration Statement on Form S-4, filed March 26, 1999 (File No.
     333-73235).

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 the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the Registration Statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement;

                                      -5-
<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 information required to be included in a post-
               effective amendment by those paragraphs is contained in periodic
               reports filed with or furnished to the Commission by the
               Registrant pursuant to Section 13 or Section 15(d) of the
               Exchange Act that are incorporated by reference in this
               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)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 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 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 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.

                                      -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 this 31st day of
August 1999.

                                    HOLLYWOOD PARK, INC.

                                    By: /s/ Loren S. Ostrow
                                        --------------------
                                            Loren S. Ostrow
                                            Secretary


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul R. Alanis and Loren S. Ostrow, 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              August 31, 1999
----------------------
R.D. Hubbard              Executive Officer and Director
                          (Principal Executive Officer)

/s/ Paul R. Alanis        President and Chief Operating Officer     August 31, 1999
----------------------
Paul R. Alanis

/s/ Bruce C. Hinckley     Senior Vice President, Treasurer          August 31, 1999
----------------------    and Chief Financial Officer
Bruce C. Hinckley         (Principal Financial and
                          Accounting Officer)

</TABLE>

                                      -7-
<PAGE>

<TABLE>
<S>                         <C>                                       <C>
/s/ Robert T. Manfuso       Director                                  August 31, 1999
-----------------------
Robert T. Manfuso


/s/ James L. Martineau      Director                                  August 31, 1999
-----------------------
James L. Martineau

/s/ Gary G. Miller          Director                                  August 31, 1999
-----------------------
Gary G. Miller

/s/ Michael Ornest          Director                                  August 31, 1999
-----------------------
Michael Ornest

/s/ Timothy J. Parrott      Director                                  August 31, 1999
-----------------------
Timothy J. Parrott

/s/ Lynn P. Reitnouer       Director                                  August 24, 1999
-----------------------
Lynn P. Reitnouer

/s/ Herman Sarkowsky        Director                                  August 19, 1999
-----------------------
Herman Sarkowsky

/s/ Marlin Torguson         Director                                  August 31, 1999
-----------------------
Marlin Torguson
</TABLE>

                                      -8-
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

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

4.1            Specimen of Common Stock Certificate (1)
4.2            Certificate of Incorporation of Hollywood Park, Inc. (2)
4.3            Amended and Restated Directors Deferred Compensation Plan
4.4            Form of Non-Qualified Stock Option Agreement for options granted
               to officers
4.5            Form of Non-Qualified Stock Option Agreement for options granted
               to directors
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
24             Power of Attorney (included on signature pages filed herewith)

_______________

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, filed December 3, 1992 (File No. 33-55246).

(2)  Incorporated by reference to Exhibit 3.1 of the Registrant's Amendment No.
     1 to Registration Statement on Form S-4, filed March 26, 1999 (File No.
     333-73235).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21542}]
{"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": "333-86223", "film-number": "99703690"}, "business-address": {"street1": "1050 SOUTH PRAIRIE AVENUE", "city": "INGLEWOOD", "state": "CA", "zip": "90301", "phone": "3104191500"}, "mail-address": {"street1": "1050 SOUTH PRAIRIE AVENUE", "city": "INGLEWOOD", "state": "CA", "zip": "90301"}}
As filed with the Securities and Exchange Commission on August 31, 1999
                                                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

Amended and Restated Hollywood Park, Inc. Directors Deferred Compensation Plan
                        Certain Stock Option Agreements
                           (Full title of the Plan)
LOREN S. OSTROW                                                           Copy to:
          Hollywood Park, Inc.                                                  ALVIN G. 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, and telephone                                 (310) 277-1010
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                275,000         $16.25 (1)       $ 4,468,750.00 (1)       $1,242.31
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value                822,500                (2)       $ 9,905,937.50 (3)       $2,753.85
===========================================================================================================================
_____________

(1)  Estimated solely for the purpose of computing the registration fee as the
average of the high and low prices of the Common Stock reported on the New York
Stock Exchange on August 26, 1999 pursuant to Rule 457(h) and Rule 457(c) of the
Securities Act of 1933, as amended (the "Securities Act").

(2)  625,000 shares of Common Stock are issuable upon exercise of options at a
purchase price of $10.1875 per share.  192,500 shares of Common Stock are
issuable upon exercise of options at a purchase price of $18.00 per share.
5,000 shares of Common Stock are issuable upon exercise of options at a purchase
price of $14.75 per share.

(3)  Computed upon the basis of the price at which options to purchase the
Common Stock may be exercised pursuant to Rule 457(h) of the Securities Act.
EXPLANATORY NOTE

     This registration statement relates to 275,000 shares of the Registrant's
Common Stock issuable pursuant to the Registrant's Amended and Restated
Directors Deferred Compensation Plan (the "Directors Plan") and 822,500 shares
of the Registrant's Common Stock issuable upon exercise of options granted to
certain directors and officers of the Registrant. The Directors Plan and certain
Stock Option Agreements 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 1 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 Hollywood Park, Inc., a
Delaware corporation (the "Registrant"), under the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference:

     (1)  the Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998;

     (2)  the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 1999;

     (3)  the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 1999;

     (4)  the Registrant's Current Report on Form 8-K, filed January 19, 1999;

     (5)  the Registrant's Current Report on Form 8-K, filed March 2, 1999; and

     (6)  the description of the Registrant's Common Stock set forth in the
          Registrant's Registration Statement on Form 8-A, filed November 21,
          1997.

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

Item 4.   Description of Securities.

     Not Applicable.

                                      -3-
Item 5.   Interests of Named Experts and Counsel.

     None.

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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the
person's 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            Certificate of Incorporation of Hollywood Park, Inc. (2)
4.3            Amended and Restated Directors Deferred Compensation Plan
4.4            Form of Non-Qualified Stock Option Agreement for options granted
               to officers
4.5            Form of Non-Qualified Stock Option Agreement for options granted
               to directors
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
24             Power of Attorney (included on signature pages filed herewith)

_______________

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, filed December 3, 1992 (File No. 33-55246).

(2)  Incorporated by reference to Exhibit 3.1 of the Registrant's Amendment No.
     1 to Registration Statement on Form S-4, filed March 26, 1999 (File No.
     333-73235).

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 the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the Registration Statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement;

                                      -5-
(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 with or furnished to the Commission by the
               Registrant pursuant to Section 13 or Section 15(d) of the
               Exchange Act that are incorporated by reference in this
               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)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 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 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 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.

                                      -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 this 31st day of
August 1999.

                                    HOLLYWOOD PARK, INC.

                                    By: /s/ Loren S. Ostrow
                                        --------------------
                                            Loren S. Ostrow
                                            Secretary

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul R. Alanis and Loren S. Ostrow, 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              August 31, 1999
----------------------
R.D. Hubbard              Executive Officer and Director
                          (Principal Executive Officer)

/s/ Paul R. Alanis        President and Chief Operating Officer     August 31, 1999
----------------------
Paul R. Alanis

/s/ Bruce C. Hinckley     Senior Vice President, Treasurer          August 31, 1999
----------------------    and Chief Financial Officer
Bruce C. Hinckley         (Principal Financial and
                          Accounting Officer)
-7-
/s/ Robert T. Manfuso       Director                                  August 31, 1999
-----------------------
Robert T. Manfuso

/s/ James L. Martineau      Director                                  August 31, 1999
-----------------------
James L. Martineau

/s/ Gary G. Miller          Director                                  August 31, 1999
-----------------------
Gary G. Miller

/s/ Michael Ornest          Director                                  August 31, 1999
-----------------------
Michael Ornest

/s/ Timothy J. Parrott      Director                                  August 31, 1999
-----------------------
Timothy J. Parrott

/s/ Lynn P. Reitnouer       Director                                  August 24, 1999
-----------------------
Lynn P. Reitnouer

/s/ Herman Sarkowsky        Director                                  August 19, 1999
-----------------------
Herman Sarkowsky

/s/ Marlin Torguson         Director                                  August 31, 1999
-----------------------
Marlin Torguson
-8-
EXHIBIT INDEX
                                 -------------

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

4.1            Specimen of Common Stock Certificate (1)
4.2            Certificate of Incorporation of Hollywood Park, Inc. (2)
4.3            Amended and Restated Directors Deferred Compensation Plan
4.4            Form of Non-Qualified Stock Option Agreement for options granted
               to officers
4.5            Form of Non-Qualified Stock Option Agreement for options granted
               to directors
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
24             Power of Attorney (included on signature pages filed herewith)

_______________

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, filed December 3, 1992 (File No. 33-55246).

(2)  Incorporated by reference to Exhibit 3.1 of the Registrant's Amendment No.
     1 to Registration Statement on Form S-4, filed March 26, 1999 (File No.
     333-73235).