As Filed Electronically with the Securities and Exchange Commission on
October 9, 2001

Registration No. 333-69618

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

SPEEDWAY MOTORSPORTS, INC.
(Exact name of Registrant as Specified in Its Charter)

Delaware 51-0363307
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

U.S. Highway 29 North 28026
P.O. Box 600 (Zip Code)
Concord, North Carolina
(Address of Principal Executive Offices)

SPEEDWAY MOTORSPORTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED AS OF MAY 3, 2000
(Full Title of the Plan)

Mr. O. Bruton Smith
Chairman and Chief Executive Officer
Speedway Motorsports, Inc.
U.S. Highway 29 North
P.O. Box 600
Concord, North Carolina 28026-0600
(704) 455-3239
(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Peter J. Shea, Esq.
Parker, Poe, Adams & Bernstein L.L.P.
401 South Tryon Street, Suite 3000
Charlotte, North Carolina 28202
Telephone: (704) 372-9000

CALCULATION OF REGISTRATION FEE

=======================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered/1/ Per Share/1/ Price/1/ Fee/1/
-------------------------------------------------------------------------------------------------------

Common Stock Not Applicable Not Applicable Not Applicable Not Applicable
($0.01 par value)
=======================================================================================================

(1) No additional shares are being registered under this post-effective
amendment.

This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 filed by the Registrant on September 19, 2001 (File No. 333-69618)
contains a Reoffer Prospectus relating to certain resales of Control Shares
prepared in accordance with the requirements of General Instruction C to Form
S-8.

PROSPECTUS

SPEEDWAY MOTORSPORTS, INC.

1,269,550 SHARES OF COMMON STOCK
($.01 Par Value)

SPEEDWAY MOTORSPORTS, INC.
1994 STOCK OPTION PLAN

SPEEDWAY MOTORSPORTS, INC.
FORMULA STOCK OPTION PLAN

SPEEDWAY MOTORSPORTS, INC.
EMPLOYEE STOCK PURCHASE PLAN

This Prospectus relates to 1,269,550 shares (the "Shares") of common
stock, par value $0.01 per share ("Common Stock"), of Speedway Motorsports, Inc.
(the "Company", "SMI", "We" or "Us"), that have been or will be issued upon the
exercise of options which have been granted pursuant to our 1994 Stock Option
Plan, our Formula Stock Option Plan and our Employee Stock Purchase Plan. The
individuals identified in this Prospectus (the "Selling Security Holders") may
periodically offer and sell the Shares offered by this Prospectus. We are
registering the offer and sale of these Shares to allow the Selling Security
Holders to freely trade their Shares. We do not know when the proposed sale of
the Shares will occur. We will not receive any of the proceeds from sales of the
Shares. See "Use of Proceeds," "Selling Security Holders" and "Plan of
Distribution."

The Common Stock is traded on the New York Stock Exchange under the
symbol "TRK." The last sale price of the Common Stock on the New York Stock
Exchange on October 3, 2001 was $20.98 per share. You are urged to obtain
current market data.

SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS TO BE CONSIDERED BY PURCHASERS OF THE SHARES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this Prospectus or
to which we have referred you. We have not authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. This Prospectus is not an offer to sell
the securities and is not soliciting an offer to buy the securities in any
jurisdiction where the offer or sale is not permitted. You should not assume
that the information in this Prospectus or any of its supplements is accurate as
of any date other than the date on the front of these documents. Our business,
financial condition, results of operations and prospects may have changed since
that date.

Our principal executive offices are located at U.S. Highway 29 North,
Concord, North Carolina 28026 (Telephone (704) 455-3239).

The date of this Prospectus is October 5, 2001.

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION ABOUT SPEEDWAY MOTORSPORTS, INC. ...... 2
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS .................... 3
THE COMPANY ............................................................... 4
RISK FACTORS .............................................................. 4
USE OF PROCEEDS ........................................................... 11
SELLING SECURITY HOLDERS .................................................. 12
PLAN OF DISTRIBUTION ...................................................... 12
LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS ......................... 14
TRANSFER AGENT AND REGISTRAR .............................................. 15
EXPERTS ................................................................... 15

WHERE YOU CAN FIND MORE INFORMATION ABOUT SPEEDWAY MOTORSPORTS, INC.

We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). These reports and information relate to our business, financial
condition and other matters. You may read and copy these reports, proxy
statements and other information at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the Commission's Public Reference Room by calling the
Commission at 1-800-SEC-0330. Copies may be obtained from the Commission by
paying the required fees. The Commission maintains an Internet web site that
contains reports, proxy and information statements and other information
regarding us and other registrants that file electronically with the Commission.
The Commission's web site is http://www.sec.gov. Information that we file with
the Commission may also be read and copied at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.

The Commission allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring to documents we have previously filed with the Commission. The
information incorporated by reference is considered to be a part of this
Prospectus, and information that we file later with the Commission will
automatically update and supersede this information. We incorporate by reference
the documents listed below, documents incorporated by reference elsewhere in
this Prospectus, and any future filings made with the Commission under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), until Selling Security Holders sell all the Shares that
they may be allowed to offer from time to time in the future hereunder or we
decide to terminate this offering earlier:

(1) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 (File No. 001-13582);

(2) Our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2001;

(3) Our Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2001;

(4) Our Definitive Proxy Statement dated March 28, 2001; and

(5) The description of our Common Stock which is contained in
our registration statement on Form 8-A, as amended, filed
with the Commission pursuant to Section 12 of the Exchange
Act.

We will provide upon request, a free copy of any or all of the
documents incorporated by reference in this Prospectus (excluding exhibits to
such documents unless such exhibits are specifically incorporated by reference)
to anyone who receives this Prospectus, including any beneficial owner. Written
or telephone requests should be directed to Speedway Motorsports, Inc., U.S.
Highway 29 North, Concord, North Carolina 28026, Attention: Marylaurel Wilks,
Esq., Vice President of Communications and General Counsel, telephone (704)
455-3239.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains statements that constitute "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, (the "Securities Act") and Section 21E of the Exchange Act. These
forward-looking statements are not historical facts, but only predictions and
generally can be identified by use of statements that include words such as
"believe," "expect," "anticipate," "intend," "plan," "foresee" or other words or
phrases of similar import. Similarly, statements that describe our objectives,
plans or goals are also forward-looking statements. We intend such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Litigation Securities Reform
Act of 1995, and we are including this statement for purposes of complying with
these safe harbor provisions. These statements appear in a number of places in
this Prospectus and include statements regarding our intent, belief or current
expectations, or those of our directors or officers, with respect to, among
other things:

. our future capital projects;
. trends in our industry;
. our financing plans;
. economic or other conditions affecting our financial condition or
results of operations;
. hosting of races;
. broadcasting rights or sponsorships;
. our business and growth strategies; and
. legal proceedings.

You are cautioned that these forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those projected in the forward-looking
statements as a result of various factors. Among others, factors that could
materially adversely affect actual results and performance include:

. bad weather;
. local, regional and national economic conditions in the areas we
serve;
. the level of consumer spending;
. disruption of our relationship with the National Association of
Stock Car Auto Racing ("NASCAR")
. high competition;
. government regulation of certain motorsports sponsors;
. casualty to or other disruption of our facilities and equipment; and
. our success in integrating potential future capital projects.

THE COMPANY

Speedway Motorsports, Inc., the owner and operator of Atlanta Motor
Speedway ("AMS"), Bristol Motor Speedway ("BMS"), Lowe's Motor Speedway at
Charlotte (formerly known as Charlotte Motor Speedway) ("LMSC"), Las Vegas Motor
Speedway ("LVMS"), Sears Point Raceway ("SPR"), and Texas Motor Speedway
("TMS"), is a leading promoter and marketer of motorsports activities in the
United States. We also provide event food, beverage, and souvenir merchandising
services through our Finish Line Events ("FLE") subsidiary, and manufacture and
distribute smaller-scale, modified racing cars and parts through our 600 Racing
subsidiary. We currently promote 17 major annual racing events in 2001
sanctioned by NASCAR, including ten races associated with the Winston Cup
professional stock car racing series ("Winston Cup") and seven races associated
with the Busch Grand National series. We will also promote three Indy Racing
Northern Light Series ("IRL") racing events, three NASCAR Craftsman Truck Series
racing events, four major National Hot Rod Association ("NHRA") racing events,
seven World of Outlaws ("WOO") racing events, and three UDTRA Pro Dirt Car
Series ("UDTRA") racing events in 2001. Speedway Motorsports, Inc. was
incorporated in the state of Delaware in 1994, and our principal executive
offices are located at U.S. Highway 29 North, Concord, North Carolina 28026.

RISK FACTORS

You should carefully consider and evaluate all of the information in
this Prospectus, including the risk factors set forth below, before investing in
the Shares being offered.

BAD WEATHER ADVERSELY AFFECTS THE PROFITABILITY OF OUR MOTORSPORTS EVENTS.

We promote outdoor motorsports events. Weather conditions affect sales
of tickets, concessions and souvenirs, among other things, at these events.
Although we sell tickets well in advance of our events, poor weather conditions
can adversely affect our results of operations.

CONSUMER AND CORPORATE SPENDING CAN SIGNIFICANTLY IMPACT OPERATING RESULTS.

Many factors related to discretionary consumer spending, including
economic conditions affecting disposable consumer income such as employment,
interest and tax rates and inflation, can significantly impact our operating
results. Many factors related to corporate spending such as general economic and
other business conditions, including consumer spending, interest and tax rates,
and inflation, as well as various industry conditions, including corporate
marketing and promotional spending and interest levels, can also significantly
impact our operating results. These factors can affect attendance at our events,
suite rentals, sponsorship, advertising and hospitality spending, concession and
souvenir sales, as well as the financial results of present and potential
sponsors of our facilities and events and of the industry. There can be no
assurance that consumer and corporate spending will not be adversely impacted by
economic conditions, and thereby possibly impacting our operating results and
growth.

NONRENEWAL OF A NASCAR EVENT LICENSE OR A DETERIORATION IN OUR RELATIONSHIP WITH
NASCAR COULD ADVERSELY AFFECT OUR PROFITABILITY.

Our success has been and will remain dependent to a significant extent
upon maintaining a good working relationship with NASCAR, the sanctioning body
for Winston Cup and Busch Grand National races. We currently hold licenses to
promote ten Winston Cup races and seven Busch Grand National races. In 2000, we
derived approximately 72% of our total revenues from events sanctioned by
NASCAR. Each NASCAR event license is awarded on an annual basis. Although we
believe that our relationship with NASCAR is good, NASCAR is under no obligation
to continue to license SMI to promote any event. Nonrenewal of a NASCAR event
license would have a material adverse effect on our financial condition and
results of operations. Our strategy has included growth through the addition of
motorsports facilities. We cannot assure you that we will continue to obtain
NASCAR licenses to promote races at such facilities.

HIGH COMPETITION IN THE MOTORSPORTS INDUSTRY COULD HINDER OUR ABILITY TO
MAINTAIN OR IMPROVE OUR POSITION IN THE INDUSTRY.

Motorsports promotion is a competitive industry. We compete in regional
and national markets to promote events, especially NASCAR-sanctioned events.
Certain of our competitors have resources that exceed ours. NASCAR is owned by
Bill France, Jr. and the France family, who also control International Speedway
Corporation ("ISC"). ISC presently holds licenses to promote eighteen Winston
Cup races. The France family is part owner of another track that hosts two
NASCAR Winston Cup events. We are the leading sports promoter in the local and
regional markets served at Atlanta, Bristol, Lowe's, Las Vegas and Texas Motor
Speedways and Sears Point Raceway, and compete regionally and nationally with
other speedway owners to promote events, especially NASCAR, CART, IRL, and NHRA
sanctioned events. We also must compete for spectator interest with all forms of
professional and amateur spring, summer, and fall sports conducted in and near
Atlanta, Bristol, Charlotte, Las Vegas, Fort Worth, and Sonoma, many of which
have resources that exceed ours. We also compete for attendance with a wide
range of other available entertainment and recreational activities. We cannot
assure you that we will maintain or improve our position in light of such
competition.

GOVERNMENT REGULATION OF CERTAIN MOTORSPORTS SPONSORS COULD NEGATIVELY IMPACT
THE AVAILABILITY OF PROMOTION, SPONSORSHIP AND ADVERTISING REVENUE FOR US.

The motorsports industry generates significant revenue each year from
the promotion, sponsorship and advertising of various companies and their
products. Government regulation can adversely impact the availability to
motorsports of its promotion, sponsorship and advertising revenue. Advertising
of the tobacco and liquor industries is generally subject to greater
governmental regulation than advertising by other sponsors of our events. In
addition, certain of our sponsorship contracts are terminable upon the
implementation of adverse regulations.

We cannot assure you that:

. the tobacco industry will continue to sponsor motorsports events;
. suitable alternative sponsors could be located; or
. NASCAR will continue to sanction individual racing events sponsored
by the tobacco industry at any of our facilities.

Advertising and sponsorship revenue from the tobacco industry accounted
for less than 1% of our total revenues in fiscal 2000. In addition, the tobacco
industry provides financial

support to the motorsports industry through, among other things, its purchase of
advertising time and its sponsorship of racing teams and racing series such as
NASCAR's Winston Cup series.

THE LOSS OF KEY PERSONNEL OF SMI COULD ADVERSELY AFFECT OUR OPERATIONS AND
GROWTH.

Our success depends to a great extent upon the availability and
performance of our senior management, particularly O. Bruton Smith, our Chairman
and Chief Executive Officer, and H. A. "Humpy" Wheeler, our President and Chief
Operating Officer, who have managed SMI as a team for over 25 years. Their
experience within the industry, especially their working relationship with
NASCAR, will continue to be of considerable importance to us. The loss of any of
our key personnel or our inability to attract and retain key employees in the
future could have a material adverse effect on our operations and business
plans.

SEASONALITY OF OUR MOTORSPORTS OPERATIONS ADVERSELY AFFECTS OUR THIRD QUARTER
REVENUES.

We have derived a substantial portion of our total revenues from
admissions and event-related revenue attributable to NASCAR-sanctioned races
held in March, April, May, June, August, October and November. As a result, our
business has been, and is expected to remain, highly seasonal. In 2000, our
second and fourth quarters accounted for 67% of our total annual revenues and
86% of our total annual operating income. In 1999, our second and fourth
quarters accounted for 68% of our total annual revenues and 89% of our total
annual operating income. We sometimes produce minimal operating income or losses
during our third quarter, when we promote only one Winston Cup race weekend.

The concentration of our racing events in the second quarter and the
growth in our operations with attendant increases in overhead expenses may tend
to minimize operating income or increase operating losses in future first and
third quarters. Also, race dates at our various facilities may from time to time
be changed, lessening the comparability of the financial results of quarters
between years and increasing or decreasing the seasonal nature of our business.

COSTS ASSOCIATED WITH CAPITAL IMPROVEMENTS COULD ADVERSELY AFFECT OUR
PROFITABILITY.

Significant growth in SMI's revenues depends, in large part, on
consistent investment in facilities. Therefore, SMI expects to continue to make
substantial capital improvements in its facilities to meet increasing demand and
to increase revenue. We frequently have a number of significant capital projects
underway. Numerous factors, many of which are beyond our control, may influence
the ultimate costs and timing of various capital improvements at our facilities,
including undetected soil or land conditions, additional land acquisition costs,
increases in the cost of construction materials and labor, unforeseen changes in
the design, litigation, accidents or natural disasters affecting the
construction site and national or regional economic changes. In addition, actual
costs could vary materially from our estimates if those factors and our
assumptions about the quality of materials or workmanship required or the cost
of financing such construction were to change. Construction is also subject to
state and local permitting processes, which if changed, could materially affect
the ultimate cost. For instance, private litigants have filed a suit against
Sonoma County, California seeking to alter or revoke the county's permits
granted to SPR for SPR's planned renovation and expansion on alleged
environmental issues. If the plaintiffs are successful, our planned expansion at
SPR may be adversely impacted, which may have an adverse impact on our ability
to grow revenues at SPR and on our operating results.

CLOSENESS OR COMPETITIVENESS OF NASCAR WINSTON CUP SERIES CHAMPIONSHIP POINTS
RACE CAN SIGNIFICANTLY IMPACT OPERATING RESULTS.

The closeness or competitiveness of the championship points race of the
NASCAR-sanctioned Winston Cup Series in any particular racing season can
significantly impact our operating results. These factors can affect attendance
at the Winston Cup racing events, as well as other events surrounding the
weekends such Winston Cup races are promoted, at our speedways. There can be no
assurance that attendance will not be adversely impacted by the lack of a close
or competitive championship points race in any particular season, and thereby
possibly impacting our operations and growth.

OUR REVENUES DEPEND ON THE PROMOTIONAL SUCCESS OF OUR MARKETING CAMPAIGNS.

Similar to many companies, we spend significant amounts on advertising,
promotional and other marketing campaigns for our speedways and other business
activities. Such marketing activities include, among others, promotion of
tickets sales, luxury suite rentals, hospitality and other services for our
speedway events and facilities, and advertising associated with our wholesale
and retail distribution of racing and other sports related souvenir merchandise
and apparel, metal-energizer products, Legends Car activities, and Sold USA
Internet auction or e-commerce activities. There can be no assurance that such
advertising, promotional and other marketing campaigns will be successful or
will generate revenues or profits.

OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.

As of June 30, 2001, we had total outstanding long-term debt of
approximately $403.4 million. Our indebtedness could have significant
consequences such as:

. increasing our vulnerability to general adverse economic and
industry conditions;
. limiting our ability to fund future working capital, capital
expenditures, costs and other general corporate requirements;
. requiring us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures and other general corporate purposes;
. limiting our flexibility in planning for, or reacting to, changes in
our business and the industry in which we operate;
. placing us at a competitive disadvantage compared to our competitors
that have less debt; and
. limiting, along with the financial and other restrictive covenants
in our indebtedness, among other things, our ability to borrow
additional funds. Failure to comply with such covenants with our
creditors could result in an event of default and the acceleration
of our debt maturity dates to the default date, which, if such
covenant default is not cured or waived, could have a material
adverse effect on us.

OUR ABILITY TO SECURE ADDITIONAL INDEBTEDNESS COULD FURTHER EXACERBATE THE RISKS
ASSOCIATED WITH OUR SUBSTANTIAL LEVERAGE.

We and our subsidiaries may be able to incur substantial additional
indebtedness in the future. In May 1999, we obtained a long-term, secured,
senior revolving credit facility with a syndicate of banks led by Bank of
America, N.A. as an agent and lender (the "Credit Facility"). In May 1999, we
completed a private placement of 8 1/2% senior subordinated notes (the "Senior
Subordinated Notes") in the aggregate principal amount of $125,000,000. The
terms of our Credit Facility and Senior Subordinated Notes indenture do not
fully prohibit us or our

subsidiaries from doing so. Our Credit Facility permits borrowings of up to
$250.0 million, of which $90.0 million was outstanding as of June 30, 2001. In
addition, those borrowings are secured by a pledge of all the capital stock,
limited partnership interests and limited liability company interests of our
material operating subsidiaries. If new debt is added to our and our
subsidiaries' current debt levels, the related risks that we and they now face
could intensify.

OUR ABILITY TO GENERATE CASH TO SERVICE OUR INDEBTEDNESS OR FUND OTHER LIQUIDITY
NEEDS DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

Our ability to make payments on and to refinance our indebtedness and
to fund planned capital expenditures and research and development efforts will
depend on our ability to generate sufficient cash flow from operations in the
future. This, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are beyond our
control.

We cannot assure you that our business will generate sufficient cash
flow from operations, that currently anticipated cost savings and operating
improvements will be realized on schedule or that future borrowings will be
available to us under our Credit Facility in an amount sufficient to enable us
to pay our indebtedness or to fund our other liquidity needs. We may need to
refinance all or a portion of our indebtedness on or before maturity. We cannot
assure you that we will be able to refinance any of our indebtedness on
commercially reasonable terms or at all.

OUR CHAIRMAN OWNS A MAJORITY OF SMI'S COMMON STOCK, WHICH WILL AFFECT ANY
POTENTIAL CHANGE OF CONTROL.

As of March 9, 2001, Mr. O. Bruton Smith, our Chairman and Chief
Executive Officer, owned, directly and indirectly, approximately 65.5% of the
outstanding shares of Common Stock on a fully diluted basis. As a result, Mr.
Smith will continue to control the outcome of substantially all issues submitted
to our stockholders, including the election of all of our directors.

LIABILITY FOR PERSONAL INJURIES AND PRODUCT LIABILITY CLAIMS COULD SIGNIFICANTLY
AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Motorsports can be dangerous to participants and to spectators. We
maintain insurance policies that provide coverage within limits that are
sufficient, in management's judgment, to protect us from material financial loss
due to liability for personal injuries sustained by persons on our premises in
the ordinary course of business. Nevertheless, there can be no assurance that
such insurance will be adequate at all times and in all circumstances.

On May 20, 2000, near the end of a NASCAR-sanctioned event hosted at
LMSC, a portion of a pedestrian bridge leading from its track facility to a
parking area failed. In excess of 100 people were injured to varying degrees.
Preliminary investigations indicate the failure was the result of excessive
interior corrosion resulting from improperly manufactured bridge components. The
bridge's manufacturer, Tindall Corporation, and its insurer are currently
handling all personal injury claims resulting from this incident. To date, 30
separate lawsuits resulting from this incident have been filed, all seeking
unspecified compensatory and punitive damages. SMI has filed, or will file
shortly, answers in all of the actions and preliminary discovery has begun in
many of the cases but is not yet complete. Additional lawsuits involving this
incident may be filed in the future. SMI intends to defend itself and denies the
allegations of negligence as well as related claims for punitive damages.
Management does not believe the

outcome of these lawsuits or this incident will have a material adverse effect
on our financial position or future results of operations.

On May 1, 1999, during the running of an IRL event at LMSC, an on-track
accident occurred that caused race car debris to enter the spectator seating
area. Three deaths and other injuries resulted. A personal injury lawsuit was
filed in February 2001 against SMI, LMSC, IRL and others seeking unspecified
compensatory and punitive damages. SMI has filed an answer in this pending
action and preliminary discovery is underway but not yet completed. SMI intends
to defend itself and denies the allegations of negligence as well as related
claims for punitive damages. Management does not believe the outcome of this
lawsuit or this incident will have a material adverse effect on our financial
position or future results of operations.

We also may be subject to product liability claims, for which we are
self-insured, with respect to the manufacture and sale of Legends Cars. Although
we maintain product liability insurance with regard to Oil-Chem products, we may
be subject to claims that are not covered by such insurance. Our financial
condition and results of operations would be adversely affected to the extent
claims and associated expenses exceed insurance recoveries.

ENVIRONMENTAL REGULATION COMPLIANCE COSTS MAY NEGATIVELY IMPACT OUR
PROFITABILITY.

Solid waste land filling has occurred on and around the property at
LMSC for many years. Landfilling of general categories of municipal solid waste
on the LMSC property ceased in 1992. However, there is one landfill currently
operating at LMSC that is permitted to receive inert debris and waste from land
clearing activities ("LCID landfill"), and one LCID landfill that was closed in
1999. Two other LCID landfills on the LMSC property were closed in 1994. LMSC
intends to allow similar LCID landfills to be operated on the LMSC property in
the future. Prior to 1999, LMSC leased certain property to Allied Waste
Industries, Inc. ("Allied") for use as a construction and demolition debris
landfill (a "C&D landfill"), which could receive solid waste resulting solely
from construction, remodeling, repair or demolition operations on pavement,
buildings or other structures, but which could not receive inert debris,
land-clearing debris or yard debris. This C&D landfill is no longer operating.
In addition, Allied owns and operates an active solid waste landfill adjacent to
LMSC. We believe that the active solid waste landfill was constructed in such a
manner as to minimize the risk of contamination to surrounding property.

Portions of the inactive solid waste landfill areas on the LMSC
property are subject to a groundwater monitoring program and data is submitted
to the North Carolina Department of Environment and Natural Resources ("DENR").
DENR has noted that data from certain groundwater sampling events have indicated
levels of certain regulated compounds that exceed acceptable trigger levels and
organic compounds that exceed regulatory groundwater standards. DENR has not
acted to require any remedial action by us at this time with respect to this
situation. In the future, DENR could possibly require us to take certain actions
with respect to this situation that could result in material costs being
incurred by us.

We believe that our operations, including the landfills on our
property, are in substantial compliance with all applicable federal, state and
local environmental laws and regulations. Nonetheless, if damage to persons or
property or contamination of the environment is determined to have been caused
by the conduct of our business or by pollutants used, generated or disposed of
by us, or which may be found on our property, we may be held liable for such
damage and may be required to pay the cost of investigation or remediation, or
both, of such contamination or damage. The amount of such liability, as to which
we are self-insured, could be material.

Changes in federal, state or local laws, regulations or requirements, or the
discovery of previously unknown conditions, could require additional
expenditures by us.

RESTRICTIONS IMPOSED BY TERMS OF OUR INDEBTEDNESS COULD LIMIT OUR ABILITY TO
RESPOND TO CHANGING BUSINESS AND ECONOMIC CONDITIONS AND TO SECURE ADDITIONAL
FINANCING.

Our Credit Facility and our Senior Subordinated Notes indenture
restrict, among other things, our and our subsidiaries' ability to do any of the
following:

. incur additional indebtedness;
. pay dividends or make certain other restricted payments;
. incur liens to secure pari passu or subordinated indebtedness;
. sell stock of subsidiaries;
. apply net proceeds from certain asset sales;
. merge or consolidate with any other person;
. sell, assign, transfer, lease, convey or otherwise dispose of
substantially all of our assets;
. enter into certain transactions with affiliates; or
. incur indebtedness that is subordinate in right of payment to any
senior indebtedness and senior in right of payment to the Senior
Subordinated Notes.

As a result of these covenants, our ability to respond to changing
business and economic conditions and to secure additional financing, if needed,
may be significantly restricted. We may be prevented from engaging in
transactions that might otherwise be considered beneficial to us.

The Credit Facility contains more extensive and restrictive covenants
and restrictions than the Senior Subordinated Notes indenture. It requires us to
maintain specified financial ratios and satisfy certain financial condition
tests. Our ability to meet those financial ratios and tests can be affected by
events beyond our control, and there can be no assurance that we will meet those
tests. A breach of any of these covenants could result in a default under the
Credit Facility. If there is an event of default under the Credit Facility, the
lenders could elect to declare all amounts outstanding, including accrued
interest or other obligations, to be immediately due and payable. If we were
unable to repay those amounts, such lenders could proceed against the
collateral, if any, granted to them to secure that indebtedness, which includes
a pledge of our operating subsidiaries' equity ownership interests.

POTENTIAL ADVERSE MARKET PRICE EFFECT OF ADDITIONAL SHARES ELIGIBLE FOR FUTURE
SALE.

The market price for our Common Stock could be adversely affected by
the availability for public sale of up to 33,200,000 shares held or issuable on
August 31, 2001, including:

Number of Shares
of Common Stock Manner of Holding and/or Issuance
--------------- ---------------------------------

29,000,000 Shares which are "restricted securities" as defined in
Rule 144 under the Securities Act and may be resold in
compliance with Rule 144. These shares include those held
by Mr. Smith, our Chairman and Chief Executive Officer.

3,000,000 Issuable on exercise of options granted under the
Speedway Motorsports, Inc. 1994 Stock Option Plan Amended
and Restated May 5, 1998. Shares issuable pursuant to
such options are registered under the Securities Act.

400,000 Issuable on exercise of options granted under the
Speedway Motorsports, Inc. Employee Stock Purchase Plan
Amended and Restated as of May 3, 2000. All such shares
are registered under the Securities Act.

800,000 Issuable on exercise of options granted under the
Speedway Motorsports, Inc. Formula Stock Option Plan
Amended and Restated May 5, 1998. All such shares are
registered under the Securities Act.

PROVISIONS OF OUR ORGANIZATIONAL DOCUMENTS COULD DISCOURAGE TRANSACTIONS
INVOLVING CONTROL OF OUR COMPANY.

Certain provisions of our Company's Certificate of Incorporation and
Bylaws authorize the issuance of "blank check" preferred stock, stagger the
election of directors and establish advance notice requirements for director
nominations and actions to be taken at stockholder meetings. These provisions
could discourage or impede a tender offer, proxy contest or other similar
transactions involving control of our Company. Minority shareholders may view
such transactions favorably.

USE OF PROCEEDS

We will not receive any proceeds from the sale of Shares by the Selling
Security Holders. The proceeds from all such sales will be retained solely by
the Selling Security Holders.

SELLING SECURITY HOLDERS

The following persons are currently our directors and/or executive
officers and directors and/or executive officers of our subsidiaries, each of
whom is eligible to sell pursuant to this Prospectus the number of Shares set
forth opposite his or her name in the table below.

Shares Beneficially
Number of Shares Number of Owned After Offering:
Beneficially Owned Shares ----------------------
Selling Security Holders Prior to Offering Offered Number Percent
------------------------ --------------------------------------------------------------

H.A. "Humpy" Wheeler 554,300 554,800/(1)/ 0 --
President, Chief Operating
Officer and Director

William R. Brooks 291,000 291,500/(1)/ 0 --
Vice President, Chief
Financial Officer, Treasurer
and Director

Edwin R. Clark 98,300 98,800/(1)/ 0 --
Executive Vice President
and Director

Marylaurel E. Wilks 33,950 34,450/(1)/ 0 --
Vice President of Communications
and General Counsel

William P. Benton 101,000 100,000 1,000 --
Director

Mark M. Gambill 124,200 120,000 4,200 --
Director

Jack L. Kemp 55,000 55,000 0 --
Director

Tom E. Smith 15,000 15,000 0 --
Director

/(1)/ Includes up to 500 shares that are subject to grants in January 2001 under
the Speedway Motorsports, Inc. Employee Stock Purchase Plan Amended and Restated
as of May 3, 2000.

PLAN OF DISTRIBUTION

The Selling Security Holders may sell or distribute some or all of the
Shares being offered from time to time through dealers or brokers or other
agents or directly to one or more purchasers, including pledgees, in a variety
of ways, including:

. transactions (which may involve crosses and block transactions) on
the New York Stock Exchange or other exchanges on which the Common
Stock may be listed for trading;

. privately negotiated transactions (including sales pursuant to
pledges);

. in the over-the-counter market;

. in brokerage transactions; or

. in a combination of these types of transactions.

These transactions may be effected by the Selling Security Holders at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices, which may be
changed. Brokers, dealers, or other agents participating in these transactions
as agent may receive compensation in the form of discounts, concessions or
commissions from the Selling Security Holders (and, if they act as agent for the
purchaser of such Shares, from such purchaser). These discounts, concessions or
commissions as to a particular broker, dealer, or other agent might be in excess
of those customary in the type of transaction involved. This Prospectus also may
be used, with our consent, by donees of the Selling Security Holders, or by
other persons, including pledgees, acquiring the Shares and who wish to offer
and sell their Shares under circumstances requiring or making desirable its use.
To the extent required, we will file, during any period in which offers or sales
are being made, one or more supplements to this Prospectus to set forth the
names of donees or pledgees of Selling Security Holders and any other material
information with respect to the plan of distribution not previously disclosed.

The Selling Security Holders and any such brokers, dealers or other
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such brokers, dealers or other agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
Neither we nor the Selling Security Holders can presently estimate the amount of
such compensation.

On August 9, 2001, our Board of Directors approved an amendment to our
insider trading policy to permit our officers, directors and other insiders to
enter into trading plans or other arrangements that comply with Rule 10b5-1
under the Exchange Act. These plans will enable insiders to exercise
Company-granted options and sell our Common Stock without violating insider
trading restrictions. Our Board of Directors also specifically permitted the
following executive officers and directors, who are Selling Security Holders, to
adopt plans that are compliant with Rule 10b5-1: H. A. Wheeler, William R.
Brooks, Edwin R. Clark, Marylaurel E. Wilks, William P. Benton, Mark M. Gambill,
Tom E. Smith, and Jack L. Kemp. We expect that most, if not all, of these
individuals will adopt plans to sell periodically some or all of the Shares they
own or are entitled to receive under options. We do not know of any other
existing arrangements between any Selling Security Holder and any other Selling
Security Holder, broker, dealer or other agent relating to the sale or
distribution of the Shares currently being offered.

Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the Shares being offered may not
simultaneously engage in market activities with respect to the Common Stock for
the applicable period under Regulation M prior to the commencement of such
distribution. In addition and without limiting the foregoing, the Selling
Security Holders will be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, including without limitation Rule
10b-5 and Regulation M,

which provisions may limit the timing of purchases and sales of any of the
Shares by the Selling Security Holders. All of the foregoing may affect the
marketability of the Common Stock.

We will pay substantially all of the expenses incident to this offering
of the Shares by the Selling Security Holders to the public other than
commissions, concessions and discounts of brokers, dealers or other agents. Each
Selling Security Holder may indemnify any broker, dealer, or other agent that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. We may
agree to indemnify the Selling Security Holders and any such statutory
"underwriters" and controlling persons of such "underwriters" against certain
liabilities, including certain liabilities under the Securities Act.

In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers.

LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS

Delaware law authorizes corporations to limit or eliminate the personal
liability of officers and directors to corporations and their stockholders for
monetary damages for breach of officers' and directors' fiduciary duty of care.
The duty of care requires that, when acting on behalf of the corporation,
officers and directors must exercise an informed business judgment based on all
material information reasonably available to them. Absent the limitations
authorized by Delaware law, officers and directors are accountable to
corporations and their stockholders for monetary damages for conduct
constituting gross negligence in the exercise of their duty of care. Delaware
law enables corporations to limit available relief to equitable remedies such as
injunction or rescission.

Our certificate of incorporation limits the liability of our officers
and directors to us and our stockholders to the fullest extent permitted by
Delaware law. Specifically, our officers and directors will not be personally
liable for monetary damages for breach of an officer's or director's fiduciary
duty in such capacity, except for liability:

. for any breach of the officer's or director's duty of loyalty to
us or our stockholders;

. for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;

. for unlawful payments of dividends or unlawful stock repurchases
or redemptions as provided in Section 174 of the Delaware General
Corporation law; or

. for any transaction from which the officer or director derived an
improper personal benefit.

The inclusion of this provision in our certificate of incorporation may
reduce the likelihood of derivative litigation against our officers and
directors, and may discourage or deter stockholders or management from bringing
a lawsuit against our officers and directors for breach of their duty of care,
even though such an action, if successful, might have otherwise benefited us and
our stockholders.

Our bylaws provide indemnification to our officers and directors and
certain other persons with respect to any threatened, pending or completed
action, suit or proceeding to which such person may be a party by reason of
serving as a director or officer, to the maximum extent

allowed by Delaware law as it exists now or may hereafter be amended. These
provisions do not alter the liability of officers and directors under federal
securities laws and do not affect the right to sue (nor to recover monetary
damages) under federal securities laws for violations thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling SMI pursuant
to the foregoing provisions, SMI has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

TRANSFER AGENT AND REGISTRAR

Our transfer agent and registrar of our Common Stock is First Union
National Bank.

EXPERTS

The consolidated financial statements incorporated in this Prospectus
by reference from Speedway Motorsports, Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 2000 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference
---------------------------------------

The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this Registration
Statement, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede this information. Speedway
Motorsports Inc. (the "Company," and sometimes referred to herein as the
"Registrant") incorporates by reference the documents listed below and any
future filings made with the Securities and Exchange Commission under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

(i) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2000 (File No.1-13582);

(ii) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2001;

(iii) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2001; and

(iv) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, as amended, filed
with the Commission pursuant to Section 12 of the Exchange Act.

Any statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be 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 which also is or is 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 amended, to constitute
a part of this Registration Statement.

Item 6. Indemnification of Officers and Directors
-----------------------------------------

The Registrant's Bylaws effectively provide that the Registrant shall,
to the full extent permitted by Section 145 of the General Corporation Law of
the State of Delaware, as amended from time to time ("Section 145"), indemnify
all persons whom it may indemnify pursuant thereto. In addition, the
Registrant's Certificate of Incorporation eliminates personal liability of its
directors to the full extent permitted by Section 102(b)(7) of the General
Corporation Law of the State of Delaware, as amended from time to time ("Section
102(b)(7)").

II-1

Section 145 permits a corporation to indemnify its directors and
officers against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by a third party if such
directors or officers acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reason to believe
their conduct was unlawful. In a derivative action, indemnification may be made
only for expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.

Section 102(b)(7) provides that a corporation may eliminate or limit
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds, or (iv) for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.

The Company maintains insurance against liabilities under the
Securities Act for the benefit of its officers and directors.

II-2

Item 8. Exhibits
--------

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

4.1* Speedway Motorsports, Inc. Employee Stock Purchase Plan
Amended and Restated as of May 3, 2000 (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed with the Commission on September
19, 2001 (File No. 333-69618) (the "Registration Statement")

5.1* Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding
the legality of securities registered (incorporated by
reference to Exhibit 5.1 to the Registration Statement)

23.1 Consent of Deloitte & Touche LLP

23.2* Consent of Parker, Poe, Adams & Bernstein L.L.P. (included
in Exhibit 5.1 to the Registration Statement)

24* Power of Attorney (included in the Registration Statement)

______________________
* Filed previously.

Item 9. Undertakings
------------

(a) The undersigned Registrant hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

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

II-3

(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
registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission 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 of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof;

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

(b) That, for the 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 (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 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 thereof; and

(c) 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
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

II-4

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 Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on this 5th
day of October, 2001.

SPEEDWAY MOTORSPORTS, INC.

By: /s/ William R. Brooks
------------------------------------
William R. Brooks
Vice President, Treasurer, Chief
Financial Officer and Director
(principal accounting officer)

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature Title Date

* Chief Executive Officer October 5, 2001
------------------------------------ (principal executive officer)
O. Bruton Smith Chairman and Director

* President, Chief Operating October 5, 2001
------------------------------------ Officer and Director
H. A. Wheeler

* Vice President, Treasurer October 5, 2001
------------------------------------ Chief Financial Officer and Director
William R. Brooks

* Executive Vice President October 5, 2001
------------------------------------ and Director
Edwin R. Clark

* Director October 5, 2001
------------------------------------
William P. Benton

* Director October 5, 2001
------------------------------------
Mark M. Gambill

* Director October 5, 2001
------------------------------------
Tom E. Smith

* Director October 5, 2001
------------------------------------
Jack F. Kemp

*By: /s/ William R. Brooks October 5, 2001
-------------------------------
William R. Brooks
(Attorney-in-fact for each
of the persons indicated)

II-5

INDEX TO EXHIBITS

Exhibit No. Description
----------- -----------

4.1* Speedway Motorsports, Inc. Employee Stock Purchase Plan Amended
and Restated as of May 3, 2000 (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-8
filed with the Commission on September 19, 2001 (File No.
333-69618) (the "Registration Statement")

5.1* Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding the
legality of securities registered (incorporated by reference to
Exhibit 5.1 to the Registration Statement)

23.1 Consent of Deloitte & Touche LLP

23.2* Consent of Parker, Poe, Adams & Bernstein L.L.P. (included in
Exhibit 5.1 to the Registration Statement)

24* Power of Attorney (included in the Registration Statement)

----------------------
* Filed previously.