Registration No. 333-11363
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________

POST-EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________

KING WORLD PRODUCTIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2565808
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
1700 Broadway
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
____________

KING WORLD PRODUCTIONS, INC.
1996 AMENDED AND RESTATED STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
AND
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES SALESFORCE BONUS PLAN
(Full title of the Plans)
____________

Michael King
President and Chief Executive Officer
King World Productions, Inc.
1700 Broadway
New York, New York 10019
(Name and address of agent for service)

(212) 315-4000
(Telephone number, including area code, of agent for service)
____________

Copies to:
MARK J. TANNENBAUM, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111

CALCULATION OF REGISTRATION FEE
==========================================================================

Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share<F1> price<F1> fee
__________________________________________________________________________

Common Stock,
$.01 par value 1,000,000 shs. $35,625 $35,625,000 $10,795
==========================================================================
[FN]
<F1> Calculated pursuant to Rule 457(c) and 457(h) using the average of the
high and low prices reported on the New York Stock Exchange on April
, 1997.
[/FN]
==========================================================================

<PAGE #> EXPLANATORY NOTE
________________

This Registration Statement has been prepared in accordance with
the requirements of Form S-8 under the Securities Act of 1933, as amended
(the "Act") to register shares of common stock, $.01 par value ("Common
Stock") of King World Productions, Inc. (the "Registrant") issuable
pursuant to the Registrant's and its subsidiaries' 1996 Amended and
Restated Stock Option and Restricted Stock Purchase Plan and the Regis-
trant's and its subsidiaries Salesforce Bonus Plan (the "Plans").

Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the Prospectus to be delivered pursuant to this Registration
Statement will be a combined prospectus relating to (i) the shares regis-
tered hereunder, (ii) the remaining unsold shares registered under Regis-
tration Statement No. 33-30694, and (iii) the remaining unsold shares
registered under Registration Statement 33-54691. This Registration
Statement also constitutes Post-Effective Amendment No. 2 to Registration
Statement No. 33-30694 and Post-Effective Amendment No. 2 to Registration
Statement No. 33-54691. The Post-Effective Amendments shall become
effective upon filing in accordance with Section 8(c) if the Securities Act
of 1933 and Rule 464 promulgated thereunder.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule 428(b)(1) under the Act, an information state-
ment containing the information specified in Part I of this Form S-8 (an
"Information Statement") will be distributed to participants under the
Plans. Each Information Statement, taken together with the documents
incorporated by reference herein pursuant to Item 3 of Part II below,
constitutes a prospectus meeting the requirements of Section 10(a) of the
Act pursuant to Rule 428(a)(1) under the Act, and each Information State-
ment is hereby incorporated by reference in this Registration Statement.

Under cover of this Form S-8 is a reoffer prospectus prepared in
accordance with Part I of Form S-3 under the Act (the "Reoffer Prospec-
tus"). The Reoffer Prospectus may be utilized for reofferings and resales
of up to 3,744,777 shares of Common Stock acquired by selling stockholders
through participation in the Plans.
<PAGE #>REOFFER PROSPECTUS

KING WORLD PRODUCTIONS, INC.

3,744,777 SHARES
COMMON STOCK

This Reoffer Prospectus (the "Prospectus") relates to the
offering by certain selling stockholders (the "Selling Stockholders") of
King World Productions, Inc. (the "Company") who may be deemed "affiliates"
of the Company (as such term is defined in Section 405 of the Securities
Act of 1933, as amended (the "Act")), of 3,744,777 shares of common stock,
$.01 par value ("Common Stock") of the Company, which may be acquired by
them pursuant to the exercise of options granted to them pursuant to the
Company's and its Subsidiaries' 1996 Amended and Restated Stock Option and
Restricted Stock Purchase Plan and the Company's and its subsidiaries
Salesforce Bonus Plan (the "Plans").

Selling Stockholders may, from time to time, offer all or part of
the shares acquired by them pursuant Awards made by the Company under the
Plans on the over-the-counter market or such national securities exchange
upon which the Common Stock is traded at the time of such sales, at prices
prevailing at the time of such sales, or in negotiated transactions. The
Company will pay all expenses in preparing and reproducing the Registration
Statement of which this Prospectus is a part, but will not receive any part
of the proceeds of any sales of such shares. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 may
be sold under Rule 144 rather than pursuant to this Prospectus. The
Selling Stockholders will pay the brokerage commissions charged to sellers
in connection with such sales. See "Plan of Distribution."

The Common Stock is traded on the New York Stock Exchange. On
April 14, 1997, the closing price of the Common Stock was $36.25 per share.

____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

____________

No person has been authorized to give any information or make any
representation in connection with this offering other than is contained in
this Prospectus, and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company or any
Selling Stockholder. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any security offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company
since the date hereof or that the information contained herein is correct
as of any time subsequent to its date. However, if any material change
occurs while this Prospectus is required by law to be delivered, this
Prospectus will be amended or supplemented accordingly.

____________

The date of this Prospectus is April 17, 1997
<PAGE #>
TABLE OF CONTENTS

Available Information . . . . . . . . . . . . . . . . . . . 1

The Company . . . . . . . . . . . . . . . . . . . . . . . . 2

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 2

Selling Stockholders. . . . . . . . . . . . . . . . . . . . 2

Plan of Distribution. . . . . . . . . . . . . . . . . . . . 4

Incorporation of Certain Documents by Reference . . . . . . 4

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 4

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Other Matters . . . . . . . . . . . . . . . . . . . . . . . 5

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement (the "Registration Statement")
under the Act with respect to the shares of Common Stock offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement. For further information, reference is made to the
Registration Statement and to the exhibits filed therewith. Each statement
made in this Prospectus referring to a document filed as an exhibit to the
Registration Statement or incorporated herein by reference is qualified by
reference to such document.

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission.
Reports, proxy statements and other information filed by the Company can be
inspected and copied at public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., in Washington, D.C., and
at the Commission's Regional Offices located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can also be obtained from
the Public Reference Section of the Commission, at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.

The Common Stock of the Company is listed on the New York Stock
Exchange. Reports, proxy statements and other information filed by the
Company with the Commission can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

The Company will promptly furnish, without charge, to each person
to whom this Prospectus is delivered, upon written request of such person,
a copy of any and all of the information that has been incorporated by
reference in this Prospectus (other than exhibits to such information,
unless such exhibits are specifically incorporated by reference into such
information). Requests for such copies should be directed to Steven A.
LoCascio, King World Productions, Inc., c/o King World Corporation, 830
Morris Turnpike, Short Hills, New Jersey 07078.

THE COMPANY

The Company was incorporated in October 1984 under the laws of
the State of Delaware and is the successor to a corporation incorporated in
1964 under the laws of the State of New Jersey to distribute or syndicate
feature length films and television programs to television stations. The
Company currently distributes first-run syndicated television programming
to television stations throughout the United States, in Canada and in a
number of other foreign countries.

The Company's revenues are currently derived primarily from
licenses to distribute THE OPRAH WINFREY SHOW, WHEEL OF FORTUNE, and
JEOPARDY!; and INSIDE EDITION, a first-run syndicated series produced and
distributed by the Company.

The Company distributes THE OPRAH WINFREY SHOW pursuant to an
agreement with Harpo, Inc., the producer of the series. The Company intro-
duced THE OPRAH WINFREY SHOW in national television syndication in the
1986-1987 television season and has served as the exclusive distributor of
the series since such time. The Company distributes WHEEL OF FORTUNE and
JEOPARDY! pursuant to agreements with Columbia TriStar Television (formerly
Merv Griffin Enterprises).

The Company's corporate headquarters are located at 1700 Broad-
way, New York, New York 10019, telephone number (212) 315-4000.

USE OF PROCEEDS

All of the shares of Common Stock are being offered by the
Selling Stockholders. The Company will not receive any proceeds from sales
of Common Stock by the Selling Stockholders.

SELLING STOCKHOLDERS

The Selling Stockholders consist of officers and directors
(including non-employee directors) of the Company. Such Selling Stockhold-
ers may offer up to an aggregate 3,744,777 shares of Common Stock which may
be acquired by them pursuant to the exercise of options granted to them
under the Plans. There is no assurance that any of the Selling Stockhold-
ers will sell any or all of the Common Stock offered by them hereunder. As
of April 14, 1997, an aggregate 6,408,685 options have been granted to the
Selling Stockholders pursuant to the Plans, of which, as of such date,
3,744,777 options remain outstanding and an aggregate 1,269,000 options
have vested and are fully exercisable.

The following table sets forth: (i) the name and position of each
of the Selling Stockholders, (ii) the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of April 14, 1997, (iii)
the number of shares of Common Stock that may be offered and sold by each
Selling Stockholder pursuant to this Prospectus and (iv) the amount and
percentage of the Common Stock to be owned by each Selling Stockholder
after completion of this offering. The inclusion in the table of the
individuals named therein shall not be deemed to be an admission that any
such individuals are "affiliates" of the Company.

Shares Owned Shares Owned
as of Shares After Offering <F2>
_________________
Name and Position April 14, 1997 <F1>Offered Number Percentage
_________________ __________________________ ______ __________

Roger King 3,126,013 <F3>1,500,0001,626,013 <F3> 4.3%
Chairman of
the Board and
Director

Michael King 3,658,150 <F4>1,500,0002,158,150 <F4> 5.7%
President and
Chief Executive
Officer and
Director

Steven R. Hirsch 262,000 262,000 0 <F5>
President, Camelot
Entertainment
Sales, Inc.

Steven A. LoCascio 62,000 62,000 0 <F5>
Interim Chief
Financial Officer
and Controller

Jonathan Birkhahn 165,000 159,000 6,000 <F5>
Senior Vice President
Business Affairs and
General Counsel

Michael Spiessbach 100,000 100,000 0 <F5>
President, King World
Ventures

Robert V. Madden 102,436 100,000 2,436 <F5>
Senior Vice President
Administration

James M. Rupp 19,897 14,167 5,730 <F5>
Director

Joel Chaseman 30,833 30,833 0 <F5>
Director

Ronald S. Konecky 7,167 6,667 500 <F5>
Director

Richard King 1,878,490 10,0001,868,490 5.0%
Director

__________________________
<FN>

<F1> Includes shares of Common Stock underlying options granted to the Selling Stockholders under the Plans, whether or
not exercisable as of, or within 60 days of, April 14, 1997.

<F2> Assuming all shares that may be offered hereby are sold and based on 37,412,617 shares outstanding on April 14,
1997, as well as shares of Common Stock underlying options granted to each selling stockholder under the Plans,
whether or not exercisable as of, or within 60 days of, April 14, 1997.

<F3> Includes 240,000 shares issuable upon exercise of currently exercisable stock options granted to Mr. King under the
Company's Incentive Equity Compensation Plan for Senior Executives, and excludes 5,750 shares held by Mrs. Roger
King.

<F4> Includes 240,000 shares issuable upon exercise of currently exercisable stock options granted to Mr. King under the
Company's Incentive Equity Compensation Plan for Senior Executives, and excludes 600 shares of Common Stock held by
Mrs. Michael King in trust for the benefit of her nephews.

<F5> Less than 1%.
</FN>
/TABLE

<PAGE #> PLAN OF DISTRIBUTION

The Company and the Selling Stockholders may enter into customary
agreements concerning indemnification and the provision of information in
connection with the sale of the Shares.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There are incorporated in this Prospectus by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission"):

1. The Company's Annual Report on Form 10-K for the year ended
August 31, 1996.

2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 1996.

3. The Company's Current Report on Form 8-K dated February 12,
1997.

4. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended February 28, 1997.

5. The Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended February 28, 1997.

6. The Company's Current Report on Form 8-K dated April 15,
1997.

7. "Description of the Company's Securities to be Registered"
contained in the Registration Statement on Form 8-A filed with the Commis-
sion on August 22, 1986 pursuant to Section 12 of the Exchange Act, and
"Description of Capital Stock" contained in the Registration Statement of
the Company on Form S-1 (No. 33-8357).

All reports subsequently filed by the Company pursuant to Section
13, 14 or 15(d) of the Exchange Act prior to the termination of the
offering shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Reboul, MacMurray, Hewitt, Maynard &
Kristol, 45 Rockefeller Plaza, New York, New York 10111.

EXPERTS

The consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended August 31, 1996, incorporated
by reference in this Prospectus and elsewhere in the Registration Statement
have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.

OTHER MATTERS

The Company's Restated Certificate of Incorporation limits the
personal liability of directors to the Company or its stockholders for
monetary damages for breaches of fiduciary duty, as directors, except for
liability for any breach of directors' duty of loyalty to the Company or
its stockholders, or acts or omissions not in good faith or which involve
intentional misconduct or violation of law under Section 174 of the Dela-
ware General Corporation Law, or any transaction from which a director
derived an improper personal benefit. This provision of the Company's
Restated Certificate of Incorporation is consistent with the Delaware
General Corporation Law, which permits Delaware corporations to include in
their certificates of incorporation a provision limiting directors'
liability for monetary damages for certain breaches of their fiduciary
duties as directors.

The Company's By-laws provide for indemnification of officers,
directors and employees of the Company to the fullest extent permitted by
the Delaware General Corporation Law. Under the Delaware General Corpora-
tion Law, directors and officers as well as other employees and individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or investiga-
tive (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard
of care is applicable in the case of derivative actions, except that
indemnification extends only to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and
that the Delaware General Corporation Law requires court approval before
there can be any indemnification of expenses where the person seeking
indemnification has been found liable to the Company.

The Company also maintains agreements with each of its directors
requiring the Company to maintain in effect policies of directors' and
officers' liability insurance in specified minimum amounts, or, in lieu
thereof, to hold harmless and indemnify the director to the full extent of
the coverage that would otherwise have been required to be provided
pursuant to the agreement. In addition, the agreements require the Company
to hold harmless and indemnify the director, to the full extent permitted
by the Delaware General Corporation Law or any other statutory provisions
authorizing or permitting indemnification of directors, from and against
any losses suffered or incurred by the director in excess of the amounts
reimbursed under the Company's directors' and officers liability insurance
policy or the indemnity provided in lieu thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the Company's By-laws, the Delaware
General Corporation Law or agreements between the Company and its officers,
directors and controlling persons, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
<PAGE #>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission
(the "Commission"):

1. The Company's Annual Report on Form 10-K for the year ended
August 31, 1996.

2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 1996.

3. The Company's Current Report on Form 8-K dated February 12,
1997.

4. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended February 28, 1997.

5. The Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended February 28, 1997.

6. The Company's Current Report on Form 8-K dated April 15,
1997.

7. "Description of Registrant's Securities to be Registered"
contained in the Registration Statement on Form 8-A filed with the Commis-
sion on August 22, 1986 pursuant to Section 12 of the Exchange Act, and
"Description of Capital Stock" contained in the Registration Statement of
the Company on Form S-1 (No. 33-8357).

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

Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Restated Certificate of Incorporation limits the
personal liability of directors to the Registrant or its stockholders for
monetary damages for breaches of fiduciary duty, as directors, except for
liability for any breach of directors' duty of loyalty to the Registrant or
its stockholders, or acts or omissions not in good faith or which involve
intentional misconduct or violation of law under Section 174 of the Dela-
ware General Corporation Law, or any transaction from which a director
derived an improper personal benefit. This provision of Registrant's
Restated Certificate of Incorporation is consistent with the Delaware
General Corporation Law, which permits Delaware corporations to include in
their certificates of incorporation a provision limiting directors'
liability for monetary damages for certain breaches of their fiduciary
duties as directors.

The Registrant's By-laws provide for indemnification of officers,
directors and employees of the Registrant to the fullest extent permitted
by the Delaware General Corporation Law. Under the Delaware General
Corporation Law, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal, adminis-
trative or investigative (other than an action by or in the right of the
corporation -- a "derivative action") if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best
interest of the Registrant and, with respect to any criminal action or pro-
ceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions,
except that indemnification extends only to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such an action
and that the Delaware General Corporation Law requires court approval
before there can be any indemnification of expenses where the person
seeking indemnification has been found liable to the Registrant.

The Registrant also maintains agreements with each of its
directors requiring the Registrant to maintain in effect policies of
directors' and officers' liability insurance in specified minimum amounts,
or, in lieu thereof, to hold harmless and indemnify the director to the
full extent of the coverage that would otherwise have been required to be
provided pursuant to the agreement. In addition, the agreements require
the Registrant to hold harmless and indemnify the director, to the full
extent permitted by the Delaware General Corporation Law or any other
statutory provisions authorizing or permitting indemnification of direc-
tors, from and against any losses suffered or incurred by the director in
excess of the amounts reimbursed under the Registrant's directors' and
officers liability insurance policy or the indemnity provided in lieu
thereof.

See "Item 9, Undertakings" for a description of the Commission's
position regarding such indemnification provisions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit
Number Description
_______ ___________

4.1. Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement No. 2-93987).

4.2. Certificate of Amendment to the Registrant's Restated
Certificate of Incorporation (incorporated by reference
to Exhibit 3.3 to the Registrant's Registration State-
ment No. 33-8357).

4.3. Registrant's By-laws, as amended October 10, 1996 (in-
corporated by reference to Exhibit 3.3 to the Regis-
trant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996).

5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered.

10.1 1996 Amended and Restated Stock Option and Restricted Stock
Purchase Plan of the Registrant.

10.2 Salesforce Bonus Plan of the Registrant.

23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
in Exhibit 5).

23.2 Consent of Arthur Andersen LLP.

24 Powers of Attorney (included on signature page to original
filing).

ITEM 9. UNDERTAKINGS.

(a) RULE 415 OFFERING

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-affective 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;

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this 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 15(d) of the Securities Act of 1934 that are
incorporated by reference in the registration statement.

(2) That for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effec-
tive amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in 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) INDEMNIFICATION. Insofar as indemnification for liabilities
arising under the Act may be permitted to directors, officers and con-
trolling persons of the Registrant pursuant to the provisions described in
Item 6 above, 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 Act and is, therefore, unenforce-
able. In the event that a claim for indemnification against such liabili-
ties (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 Act and will be governed by the
final adjudication of such issue.
<PAGE #> SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON
THE 17TH DAY OF APRIL 1997.

KING WORLD PRODUCTIONS, INC.

By /s/ Michael King
__________________________________
Michael King
President and Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED:

Signatures Title Date
__________ _____ ____

/s/ Michael King President and Director April 17, 1997
_________________________
Michael King (Principal Executive Officer)

* Director April 17, 1997
_________________________
Roger King

* Director April 17, 1997
_________________________
Diana King

* Director April 17, 1997
_________________________
Richard King

* Director April 17, 1997
_________________________
Ronald S. Konecky

* Director April 17, 1997
_________________________
James M. Rupp

* Director April 17, 1997
_________________________
Joel Chaseman

/s/ Steven A. LoCascio Interim Chief Financial Officer April 17, 1997
_________________________
Steven A. LoCascio (Principal Financial Officer)

/s/ Steven A. LoCascio Vice President and Controller April 17, 1997
_________________________
Steven A. LoCascio (Principal Accounting Officer)

*/s/ Jonathan Birkhahn April 17, 1997
_________________________
Jonathan Birkhahn, Attorney-in-Fact

<PAGE #> EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
_______ ___________

4.1. Registrant's Restated Certificate of Incorpora-
tion (incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement No. 2-
93987).

4.2. Certificate of Amendment to the Registrant's Re-
stated Certificate of Incorporation (incorporated
by reference to Exhibit 3.3 to the Registrant's
Registration Statement No. 33-8357).

4.3. Registrant's By-laws, as amended October 10, 1996
(incorporated by reference to Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended August 31, 1996).

5 Opinion of Reboul, MacMurray, Hewitt, Maynard &
Kristol with respect to the legality of the secu-
rities being registered.

10.1 1996 Amended and Restated Stock Option and Re-
stricted Stock Purchase Plan of the Registrant.

10.2 Salesforce Bonus Plan of Registrant.

23.1 Consent of Reboul, MacMurray, Hewitt, Maynard &
Kristol (included in Exhibit 5).

23.2 Consent of Arthur Andersen LLP.

24 Powers of Attorney (included on signature page to
original filing).
</TABLE.
<PAGE #> Exhibit 5