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.
                         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            REGIS-
TO BE           BE             OFFERING        AGGREGATE          TRATION
REGISTERED  REGISTERED        PRICE PER     OFFERING PRICE          FEE
                               SHARE(1)
--------------------------------------------------------------------------------
Class A     5,275,655 shares   $11.69        $61,672,406.95        $18,741.75
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>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  filed by Hollinger  International  Inc. (the
"Registrant")  with the Securities and Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the  "Securities  Act"),  or
the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  are
incorporated by reference into this Registration Statement:  (i) Amendment No. 1
on Form 10-Q/A to the Company's  Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996,  (ii) the Company's  Annual Report on Form 10-K
for the year ended December 31, 1996,  (iii) the Company's  Quarterly  Report on
Form 10-Q for the  quarterly  period  ended March 31, 1997,  (iv) the  Company's
Current  Reports on Form 8-K or 8-K/A dated December 11, 1996,  January 7, 1997,
February 26, 1997, March 18, 1997 and April 28, 1997, and (v) the description of
the Company's Common Stock contained in the Company's  Registration Statement on
Form S-3 (File No.  333-06619),  including all amendments  and reports  updating
such description.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the Hollinger  International  Inc. 1997 Stock  Incentive
Plan (the "Plan")  meeting the  requirements  of Section 10(a) of the Securities
Act.


ITEM 4.  DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration Statement
is registered under Section 12 of the Exchange Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant will be personally liable to the Registrant or any of
its stockholders for monetary damages arising from the director's  breach of the
duty of care as a director, with certain limited exceptions.

         Pursuant  to the  provisions  of Section  145 of the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has the power to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action by or in the right of the  corporation)  by reason of the fact that he is
or was a director,  officer, employee or agent of any corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  any and  all  expenses,
judgments,  fines and amounts  paid in  settlement  and  reasonably  incurred in
connection with such action, suit or proceeding. The power to indemnify

                                   II - 1

<PAGE>

applies  only if such person  acted in good faith and in a manner he  reasonably
believed to be in the best interest or not opposed to the best interest,  of the
corporation  and with  respect  to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses  and to any  satisfaction  of a  judgment  or  settlement  of the claim
itself,  and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication or liability unless the court, in
its discretion,  believes that in light of all the circumstances indemnification
should apply.

         To the extent of any of the persons  referred to in the two immediately
preceding  paragraphs is  successful  in the defense of the actions  referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

         The Registrant's  Restated Certificate of Incorporation and Amended and
Restated  Bylaws  provide for  indemnification  to officers and directors of the
Registrant to the fullest extent permitted by the Delaware  General  Corporation
Law.

         The Registrant  maintains a policy of liability insurance which insures
its officers and directors  against losses  resulting from certain wrongful acts
committed by them in their capacity as officers and directors of the Registrant.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.


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 - 2

<PAGE>

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers of sales are being made,
a post-effective amendment to this Registration Statement:

                (i)  To include any prospectus required by Section
            10(a)(3) of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
            arising after the effective date of the Registration  Statement
            (or the most recent  post-effective  amendment  thereof) which,
            individually  or in  the  aggregate,  represent  a  fundamental
            change  in  the  information  set  forth  in  the  Registration
            Statement;

              (iii) To include any material information with respect to the
            plan  of   distribution   not   previously   disclosed  in  the
            Registration   Statement  or  any   material   change  to  such
            information in the Registration Statement;

          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          by the  Registrant  pursuant  to Section  13 or  Section  15(d) of the
          Exchange Act that are  incorporated  by reference in the  Registration
          Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in 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 thereto.

                                     * * *

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by such director, officer or controlling


                                   II - 3

<PAGE>

person in connection with the securities being registered,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                   II - 4

<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 hereof.

         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
---------------------        Executive Officer and Director      June 20, 1997
Conrad M. Black              (Principal Executive Officer)


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


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


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

---------------------
Frederick A. Creasey


/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 - 5

<PAGE>

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

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


/s/ Daniel W. Colson         Director                            June 20, 199
---------------------
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 - 6

<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 & Lockhart                   9
              LLP as to the legality of the shares
              being registered.

   23.1       Consent of KPMG Peat Marwick LLP.                  10

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

   24.1       Power of Attorney (set forth on the                 6
              signature page of this Registration
              Statement).


                                   II - 7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19433}]
{"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": "333-29655", "film-number": "97627343"}, "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.
                         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            REGIS-
TO BE           BE             OFFERING        AGGREGATE          TRATION
REGISTERED  REGISTERED        PRICE PER     OFFERING PRICE          FEE
                               SHARE(1)
--------------------------------------------------------------------------------
Class A     5,275,655 shares   $11.69        $61,672,406.95        $18,741.75
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.

        ----------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  filed by Hollinger  International  Inc. (the
"Registrant")  with the Securities and Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the  "Securities  Act"),  or
the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  are
incorporated by reference into this Registration Statement:  (i) Amendment No. 1
on Form 10-Q/A to the Company's  Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996,  (ii) the Company's  Annual Report on Form 10-K
for the year ended December 31, 1996,  (iii) the Company's  Quarterly  Report on
Form 10-Q for the  quarterly  period  ended March 31, 1997,  (iv) the  Company's
Current  Reports on Form 8-K or 8-K/A dated December 11, 1996,  January 7, 1997,
February 26, 1997, March 18, 1997 and April 28, 1997, and (v) the description of
the Company's Common Stock contained in the Company's  Registration Statement on
Form S-3 (File No.  333-06619),  including all amendments  and reports  updating
such description.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the Hollinger  International  Inc. 1997 Stock  Incentive
Plan (the "Plan")  meeting the  requirements  of Section 10(a) of the Securities
Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration Statement
is registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant will be personally liable to the Registrant or any of
its stockholders for monetary damages arising from the director's  breach of the
duty of care as a director, with certain limited exceptions.

         Pursuant  to the  provisions  of Section  145 of the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has the power to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action by or in the right of the  corporation)  by reason of the fact that he is
or was a director,  officer, employee or agent of any corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  any and  all  expenses,
judgments,  fines and amounts  paid in  settlement  and  reasonably  incurred in
connection with such action, suit or proceeding. The power to indemnify

                                   II - 1
applies  only if such person  acted in good faith and in a manner he  reasonably
believed to be in the best interest or not opposed to the best interest,  of the
corporation  and with  respect  to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses  and to any  satisfaction  of a  judgment  or  settlement  of the claim
itself,  and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication or liability unless the court, in
its discretion,  believes that in light of all the circumstances indemnification
should apply.

         To the extent of any of the persons  referred to in the two immediately
preceding  paragraphs is  successful  in the defense of the actions  referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

         The Registrant's  Restated Certificate of Incorporation and Amended and
Restated  Bylaws  provide for  indemnification  to officers and directors of the
Registrant to the fullest extent permitted by the Delaware  General  Corporation
Law.

         The Registrant  maintains a policy of liability insurance which insures
its officers and directors  against losses  resulting from certain wrongful acts
committed by them in their capacity as officers and directors of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.

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 - 2
ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers of sales are being made,
a post-effective amendment to this Registration Statement:

                (i)  To include any prospectus required by Section
            10(a)(3) of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
            arising after the effective date of the Registration  Statement
            (or the most recent  post-effective  amendment  thereof) which,
            individually  or in  the  aggregate,  represent  a  fundamental
            change  in  the  information  set  forth  in  the  Registration
            Statement;

              (iii) To include any material information with respect to the
            plan  of   distribution   not   previously   disclosed  in  the
            Registration   Statement  or  any   material   change  to  such
            information in the Registration Statement;

          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          by the  Registrant  pursuant  to Section  13 or  Section  15(d) of the
          Exchange Act that are  incorporated  by reference in the  Registration
          Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in 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 thereto.

                                     * * *

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by such director, officer or controlling

                                   II - 3
person in connection with the securities being registered,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                   II - 4
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 hereof.

         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
---------------------        Executive Officer and Director      June 20, 1997
Conrad M. Black              (Principal Executive Officer)

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

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

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

---------------------
Frederick A. Creasey

/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 - 5
/s/ Raymond G. Chambers      Director                            June 20, 1997

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

/s/ Daniel W. Colson         Director                            June 20, 199
---------------------
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 - 6
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 & Lockhart                   9
              LLP as to the legality of the shares
              being registered.

   23.1       Consent of KPMG Peat Marwick LLP.                  10

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

   24.1       Power of Attorney (set forth on the                 6
              signature page of this Registration
              Statement).

                                   II - 7