Registration No. 333-______
  -----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                          HOLLINGER INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)
================================================================================
               DELAWARE                                93-3518892
--------------------------------------------------------------------------------
     (State or other jurisdiction                   (I.R.S. Employer
          of incorporation or                      Identification No.)
             organization)
--------------------------------------------------------------------------------
        401 North Wabash Avenue                           60611
           Chicago, Illinois                           (Zip Code)
         (Address of principal
          executive offices)
================================================================================
                          HOLLINGER INTERNATIONAL INC.
                             1994 STOCK OPTION PLAN

                          HOLLINGER INTERNATIONAL INC.
                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                             Kenneth L. Serota, Esq.
                  Vice President-Law and Finance and Secretary
                          Hollinger International Inc.
                             401 North Wabash Avenue
                                Chicago, IL 60601
                     (Name and address of agent for service)

                                 (312) 321-2299
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF                             PROPOSED       PROPOSED        AMOUNT OF
SECURITIES       AMOUNT TO          MAXIMUM         MAXIMUM       REGISTRATION
  TO BE             BE              OFFERING       AGGREGATE          FEE
REGISTERED      REGISTERED           PRICE         OFFERING
                                   PER SHARE(1)     PRICE
--------------------------------------------------------------------------------
Class A        15,000 shares        $11.69         $175,350.00      $53.14
Common Stock,
par value
$.01 per
share
================================================================================

     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for Hollinger  International Inc.'s Class A Common Stock
reported on the New York Stock Exchange Composite Tape on June 17, 1997.

        --------------------------------------------------------------


<PAGE>


                                EXPLANATORY NOTE

      Hollinger  International Inc.'s earlier Registration Statement on Form S-8
(the "Original Registration Statement"),  filed with the Securities and Exchange
Commission  on January 27, 1995, as amended by  Post-Effective  Amendment No. 1,
filed with the  Securities  and Exchange  Commission  on June 20, 1997 (File No.
33-88810), pertaining to the Hollinger International Inc. 1994 Stock Option Plan
and the Hollinger  International Inc. 1997 Stock Incentive Plan, is incorporated
herein by reference.  This incorporation is made pursuant to General Instruction
E of Form S-8 regarding the  registration  of additional  securities of the same
class as  other  securities  for  which  there  has  been  filed a  Registration
Statement on Form S-8 relating to the same employee benefit plan.


<PAGE>


                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8.  EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:

EXHIBIT NO.                            DESCRIPTION

4.1                 Restated  Certificate  of  Incorporation  of  Hollinger
                    International   Inc.   (incorporated  by  reference  to
                    Exhibit 3.1 to the Registrant's  Current Report on Form
                    8-K dated  October 13, 1995 and to Exhibit  3.01 to the
                    Registrant's  Registration  Statement on Form S-3 (File
                    No. 333-06619)).

4.2                 Amended and Restated Bylaws  (incorporated by reference
                    to  Exhibit  3.2  to  the   Registrant's   Registration
                    Statement on Form S-1 (File No. 33-74980)).

5.1                 Opinion  of  Kirkpatrick  &  Lockhart  LLP,  as to  the
                    legality of the shares being registered.

23.1                Consent of KPMG Peat Marwick LLP.

23.2                Consent of  Kirkpatrick & Lockhart LLP (included in the
                    Opinion filed as Exhibit 5.1).

24.1                Power of Attorney (set forth on the  signature  page of
                    this Registration Statement).


                                     II - 1

<PAGE>
                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Chicago, State of Illinois, on this 20th day of
June, 1997.

                                             HOLLINGER INTERNATIONAL INC.


                                             By:  /s/ Conrad M. Black

                                             ---------------------------------
                                                   Conrad M. Black
                                                   Chairman of the Board and
                                                      Chief Executive Officer
 
      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints either Kenneth L. Serota or J.A. Boultbee
his or her true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to this
Registration  Statement,  and to file the same with all  exhibits  thereto,  and
other  documentation in connection  therewith,  with the Securities and Exchange
commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents,  or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date(s) indicated:

            SIGNATURE                      CAPACITY                   DATE

/s/ Conrad M. Black               Chairman of the
---------------------             Board, Chief                    June 20, 1997
Conrad M. Black                   Executive Officer
                                  and Director
                                  (Principal Executive
                                  Officer)


/s/ F. David Radler               President, Chief                June 20, 1997
                                  Operating Officer
---------------------             and Director
F. David Radler


/s/ J.A. Boultbee                 Vice President and              June 20, 1997
                                  Chief Financial
---------------------             Officer (Principal
J.A. Boultbee                     Financial Officer)


/s/ Frederick A. Creasey          Group Corporate                 June 20, 1997
                                  Controller
---------------------             (Principal
Frederick A. Creasey              Accounting Officer)


/s/ Barbara Amiel Black           Director                        June 20, 1997

---------------------
Barbara Amiel Black


/s/ Dwayne O. Andreas             Director                        June 20, 1997

----------------------
Dwayne O. Andreas


/s/ Richard Burt                  Director                        June 20, 1997

-----------------------
Richard Burt

                                   II-2
<PAGE>


/s/ Raymond G. Chambers           Director                        June 20, 1997

-----------------------
Raymond G. Chambers


/s/ Daniel W. Colson              Director                        June 20, 1997

-----------------------
Daniel W. Colson


/s/ Henry A. Kissinger            Director                        June 20, 1997

-----------------------
Henry A. Kissinger


/s/ Marie-Josee Kravis            Director                        June 20, 1997

-----------------------
Marie-Josee Kravis


/s/ Shmuel Meitar                 Director                        June 20, 1997

-----------------------
Shmuel Meitar


/s/ Richard N. Perle              Director                        June 20, 1997

-----------------------
Richard N. Perle


/s/ Robert S. Strauss             Director                        June 20, 1997

-----------------------
Robert S. Strauss


/s/ Alfred Taubman                Director                        June 20, 1997

-----------------------
Alfred Taubman


/s/ James R. Thompson             Director                        June 20, 1997

-----------------------
James R. Thompson


/s/ Lord Weidenfeld               Director                        June 20, 1997

-----------------------
Lord Weidenfeld


/s/ Leslie H. Wexner              Director                        June 20, 1997

-----------------------
Leslie H. Wexner


                                     II - 3

<PAGE>




                                  EXHIBIT INDEX


EXHIBIT NO.             DESCRIPTION               SEQUENTIAL PAGE NUMBER

      4.1         Restated Certificate of
                  Incorporation of
                  Hollinger International
                  Inc. (incorporated by
                  reference to Exhibit 3.1
                  to the Registrant's
                  Current Report on Form
                  8-K dated October 13,
                  1995 and to Exhibit 3.01
                  to the Registrant's
                  Registration Statement
                  on Form S-3 (File No.
                  333-06619)).

       4.2        Amended and Restated
                  Bylaws (incorporated by
                  reference to Exhibit 3.2
                  to the Registrant's
                  Registration Statement
                  on Form S-1 (File No.
                  33-74980)).

       5.1        Opinion of Kirkpatrick &                       7
                  Lockhart LLP, as to the
                  legality of the shares
                  being registered.

      23.1        Consent of KPMG Peat                           8
                  Marwick LLP.

      23.2        Consent of Kirpatrick &
                  Lockhart LLP (included
                  in Opinion filed as
                  Exhibit 5.1).

      24.1        Power of Attorney (set                         4
                  forth on the signature
                  page of this
                  Registration Statement).



                                     II - 4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12196}]
{"company-data": {"conformed-name": "HOLLINGER INTERNATIONAL INC", "cik": "0000868512", "assigned-sic": "2711", "irs-number": "953518892", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29651", "film-number": "97627339"}, "business-address": {"street1": "401 NORTH WABASH AVE", "street2": "SUITE 740", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3123212299"}, "mail-address": {"street1": "401 NORTH WABASH AVE", "street2": "SUITE 740", "city": "CHICAGO", "state": "IL", "zip": "60611"}, "former-company": {"former-conformed-name": "AMERICAN PUBLISHING COMPANY", "date-changed": "19940204"}}
Registration No. 333-______
  -----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                          HOLLINGER INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)
================================================================================
               DELAWARE                                93-3518892
--------------------------------------------------------------------------------
     (State or other jurisdiction                   (I.R.S. Employer
          of incorporation or                      Identification No.)
             organization)
--------------------------------------------------------------------------------
        401 North Wabash Avenue                           60611
           Chicago, Illinois                           (Zip Code)
         (Address of principal
          executive offices)
================================================================================
                          HOLLINGER INTERNATIONAL INC.
                             1994 STOCK OPTION PLAN

                          HOLLINGER INTERNATIONAL INC.
                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                             Kenneth L. Serota, Esq.
                  Vice President-Law and Finance and Secretary
                          Hollinger International Inc.
                             401 North Wabash Avenue
                                Chicago, IL 60601
                     (Name and address of agent for service)

                                 (312) 321-2299
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF                             PROPOSED       PROPOSED        AMOUNT OF
SECURITIES       AMOUNT TO          MAXIMUM         MAXIMUM       REGISTRATION
  TO BE             BE              OFFERING       AGGREGATE          FEE
REGISTERED      REGISTERED           PRICE         OFFERING
                                   PER SHARE(1)     PRICE
--------------------------------------------------------------------------------
Class A        15,000 shares        $11.69         $175,350.00      $53.14
Common Stock,
par value
$.01 per
share
================================================================================

     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for Hollinger  International Inc.'s Class A Common Stock
reported on the New York Stock Exchange Composite Tape on June 17, 1997.

        --------------------------------------------------------------
EXPLANATORY NOTE

      Hollinger  International Inc.'s earlier Registration Statement on Form S-8
(the "Original Registration Statement"),  filed with the Securities and Exchange
Commission  on January 27, 1995, as amended by  Post-Effective  Amendment No. 1,
filed with the  Securities  and Exchange  Commission  on June 20, 1997 (File No.
33-88810), pertaining to the Hollinger International Inc. 1994 Stock Option Plan
and the Hollinger  International Inc. 1997 Stock Incentive Plan, is incorporated
herein by reference.  This incorporation is made pursuant to General Instruction
E of Form S-8 regarding the  registration  of additional  securities of the same
class as  other  securities  for  which  there  has  been  filed a  Registration
Statement on Form S-8 relating to the same employee benefit plan.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:

EXHIBIT NO.                            DESCRIPTION

4.1                 Restated  Certificate  of  Incorporation  of  Hollinger
                    International   Inc.   (incorporated  by  reference  to
                    Exhibit 3.1 to the Registrant's  Current Report on Form
                    8-K dated  October 13, 1995 and to Exhibit  3.01 to the
                    Registrant's  Registration  Statement on Form S-3 (File
                    No. 333-06619)).

4.2                 Amended and Restated Bylaws  (incorporated by reference
                    to  Exhibit  3.2  to  the   Registrant's   Registration
                    Statement on Form S-1 (File No. 33-74980)).

5.1                 Opinion  of  Kirkpatrick  &  Lockhart  LLP,  as to  the
                    legality of the shares being registered.

23.1                Consent of KPMG Peat Marwick LLP.

23.2                Consent of  Kirkpatrick & Lockhart LLP (included in the
                    Opinion filed as Exhibit 5.1).

24.1                Power of Attorney (set forth on the  signature  page of
                    this Registration Statement).

                                     II - 1
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Chicago, State of Illinois, on this 20th day of
June, 1997.

                                             HOLLINGER INTERNATIONAL INC.

                                             By:  /s/ Conrad M. Black

                                             ---------------------------------
                                                   Conrad M. Black
                                                   Chairman of the Board and
                                                      Chief Executive Officer
 
      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints either Kenneth L. Serota or J.A. Boultbee
his or her true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to this
Registration  Statement,  and to file the same with all  exhibits  thereto,  and
other  documentation in connection  therewith,  with the Securities and Exchange
commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents,  or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date(s) indicated:

            SIGNATURE                      CAPACITY                   DATE

/s/ Conrad M. Black               Chairman of the
---------------------             Board, Chief                    June 20, 1997
Conrad M. Black                   Executive Officer
                                  and Director
                                  (Principal Executive
                                  Officer)

/s/ F. David Radler               President, Chief                June 20, 1997
                                  Operating Officer
---------------------             and Director
F. David Radler

/s/ J.A. Boultbee                 Vice President and              June 20, 1997
                                  Chief Financial
---------------------             Officer (Principal
J.A. Boultbee                     Financial Officer)

/s/ Frederick A. Creasey          Group Corporate                 June 20, 1997
                                  Controller
---------------------             (Principal
Frederick A. Creasey              Accounting Officer)

/s/ Barbara Amiel Black           Director                        June 20, 1997

---------------------
Barbara Amiel Black

/s/ Dwayne O. Andreas             Director                        June 20, 1997

----------------------
Dwayne O. Andreas

/s/ Richard Burt                  Director                        June 20, 1997

-----------------------
Richard Burt

                                   II-2
/s/ Raymond G. Chambers           Director                        June 20, 1997

-----------------------
Raymond G. Chambers

/s/ Daniel W. Colson              Director                        June 20, 1997

-----------------------
Daniel W. Colson

/s/ Henry A. Kissinger            Director                        June 20, 1997

-----------------------
Henry A. Kissinger

/s/ Marie-Josee Kravis            Director                        June 20, 1997

-----------------------
Marie-Josee Kravis

/s/ Shmuel Meitar                 Director                        June 20, 1997

-----------------------
Shmuel Meitar

/s/ Richard N. Perle              Director                        June 20, 1997

-----------------------
Richard N. Perle

/s/ Robert S. Strauss             Director                        June 20, 1997

-----------------------
Robert S. Strauss

/s/ Alfred Taubman                Director                        June 20, 1997

-----------------------
Alfred Taubman

/s/ James R. Thompson             Director                        June 20, 1997

-----------------------
James R. Thompson

/s/ Lord Weidenfeld               Director                        June 20, 1997

-----------------------
Lord Weidenfeld

/s/ Leslie H. Wexner              Director                        June 20, 1997

-----------------------
Leslie H. Wexner

                                     II - 3
EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION               SEQUENTIAL PAGE NUMBER

      4.1         Restated Certificate of
                  Incorporation of
                  Hollinger International
                  Inc. (incorporated by
                  reference to Exhibit 3.1
                  to the Registrant's
                  Current Report on Form
                  8-K dated October 13,
                  1995 and to Exhibit 3.01
                  to the Registrant's
                  Registration Statement
                  on Form S-3 (File No.
                  333-06619)).

       4.2        Amended and Restated
                  Bylaws (incorporated by
                  reference to Exhibit 3.2
                  to the Registrant's
                  Registration Statement
                  on Form S-1 (File No.
                  33-74980)).

       5.1        Opinion of Kirkpatrick &                       7
                  Lockhart LLP, as to the
                  legality of the shares
                  being registered.

      23.1        Consent of KPMG Peat                           8
                  Marwick LLP.

      23.2        Consent of Kirpatrick &
                  Lockhart LLP (included
                  in Opinion filed as
                  Exhibit 5.1).

      24.1        Power of Attorney (set                         4
                  forth on the signature
                  page of this
                  Registration Statement).

                                     II - 4