EXHIBIT 99.2
                         NOTICE OF GUARANTEED DELIVERY
 
                                 FOR TENDER OF
               
            9 1/4% Series A Senior Subordinated Notes due 2007     
 
                                      of
 
                             Hollywood Park, Inc.
   
  This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) 9 1/4% Series A Senior
Subordinated Notes due 2007 (the "Old Notes") are not immediately available,
(ii) Old Notes, the Letter of Transmittal and all other required documents
cannot be delivered to The Bank of New York (the "Exchange Agent"), on or
prior to the Expiration Date (as defined in the Prospectus referred to below)
or (iii) the procedures for delivery by book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission (receipt confirmed by telephone and an original delivered by
guaranteed overnight courier), to the Exchange Agent. See "The Exchange
Offer--Procedures for Tendering Old Notes" in the Prospectus.     
 
                 The Exchange Agent for the Exchange Offer is:
 
                             The Bank of New York
 
            By Mail:                    By Overnight Delivery or Hand:
 
 
      The Bank of New York                   The Bank of New York
  101 Barclay Street, Floor 7E                101 Barclay Street
    New York, New York 10286            Corporate Trust Services Window
     Attention: Martha James                     Ground Level
         Reorganization Section            New York, New York 10286
                                            Attention: Martha James
                                                    Reorganization Section
 
                  To Confirm by Telephone or for Information:
 
                                (212) 815-6335
 
                            Facsimile Transmissions
 
                                (212) 815-6339
 
  Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of this Notice of Guaranteed Delivery via
facsimile to a number other than as set forth above will not constitute a
valid delivery.
 
  This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.

 
 
 Ladies and Gentlemen:
 
   The undersigned hereby tenders to Hollywood Park, Inc., a Delaware
 corporation (the "Company"), upon the terms and subject to the conditions
 set forth in the Prospectus dated March 29, 1999 (as the same may be
 amended or supplemented from time to time, the "Prospectus"), and the
 related Letter of Transmittal (which together constitute the "Exchange
 Offer"), receipt of which is hereby acknowledged, the aggregate principal
 amount of Old Notes set forth below pursuant to the guaranteed delivery
 procedures set forth in the Prospectus under the caption "The Exchange
 Offer--Procedures for Tendering Old Notes."
 
 Aggregate Principal                    Name(s) of Registered Holder(s): ____
 Amount Tendered: __________________
 
 
                                        -------------------------------------
 Certificate No(s).
 
 (if available): ___________________    Address(es): ________________________
 
 
 -----------------------------------    -------------------------------------
 
 
 -----------------------------------    -------------------------------------
 
 
 If Old Notes will be tendered by       Area Code and Telephone Number(s): __
 book-entry
 
  transfer, provide the following       Signature(s): _______________________
  information:
 
 
                                        -------------------------------------
 DTC Account Number: _______________
 
 
                                        -------------------------------------
 Date: _____________________________
 
                   THE FOLLOWING GUARANTEE MUST BE COMPLETED

 
 
                                   GUARANTEE
                    (Not to be used for signature guarantee)
 
   The undersigned, a member firm of a recognized signature guarantee
 medallion program within the meaning of Rule 17Ad-15 under the Securities
 Exchange Act of 1934, as amended, hereby guarantees to deliver to the
 Exchange Agent, at one of its addresses set forth above, either the Old
 Notes tendered hereby in proper form for transfer, or confirmation of the
 book-entry transfer of such Old Notes to the Exchange Agent's account at
 the book-entry transfer facility, pursuant to the procedures for book-
 entry transfer set forth in the Prospectus, in either case together with
 one or more properly completed and duly executed Letter(s) of Transmittal
 (or facsimile thereof), and any other required documents within three
 business days after the Expiration Date.
 
 Name of Firm: _____________________________________________________________
 
 ___________________________________________________________________________
                             (Authorized Signature)
 
 Address: __________________________________________________________________
                                                                   (Zip Code)
 Area Code and Telephone Number: ___________________________________________
 
 Title: ____________________________________________________________________
 
 Name: _____________________________________________________________________
                             (Please Type or Print)
 
 Date: ___________________
 
 NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
       ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE
       ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
       TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.