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                                             Rule 424(b)3
                                             Registration Statement No. 33-34923


                               [NCMS LETTERHEAD]



                                November 7, 1997



To The Shareholders of North Carolina Motor Speedway, Inc.

     Re:  Recent Development - Bruton Smith Lawsuit Against
          Penske Motorsports, Inc. Dismissed

Dear Shareholder:

     You recently received a notice of Special Meeting of Shareholders of North
Carolina Motor Speedway, Inc. (the "Company") to be held on Tuesday, December 2,
1997 (the "Meeting"), at which you will be asked to consider and approve a
proposed agreement and plan of merger among the Company, Penske Acquisition,
Inc. and Penske Motorsports, Inc., pursuant to which the Company will merge
into Penske Acquisition, Inc.  The notice of Special Meeting was accompanied by
a proxy statement/prospectus which described the merger and other related
information.

     Earlier this week, Penske Motorsports issued a press release announcing
that the North Carolina Business Court in Charlotte, North Carolina ruled in
favor of Penske Motorsports and dismissed Bruton Smith's lawsuit against Penske
Motorsports, the Company and the directors of the Company following a hearing 
held yesterday.  As noted in the proxy statement/prospectus, Mr. Smith's 
lawsuit had challenged the proposed merger.  Concurrently with the dismissal, 
the court denied Mr. Smith's motion for a preliminary injunction.

     Enclosed is a copy of the press release announcing the court's decision.
You should review it in conjunction with the proxy statement/prospectus,
including in particular the following sections which are supplemented by the
press release:

     "Risk Factors - Litigation to Enjoin the Merger" (page 9)

     "Business of NCMS - Legal Proceedings" (page 43)

     It is of course still possible that Mr. Smith will choose to appeal the
court's decision, however, whether he will choose to do so and, if he does so,
whether the court's decision will be overturned cannot be predicted at this
time.  In the meantime, however, the Meeting will go on as scheduled.  In that
connection, we would very much appreciate your returning your proxy voting in
favor of the merger in the manner described in the materials previously sent to
you.

     If you have questions, please call Robert H. Kurnick, Jr. at 248/614-1116.

                                        Sincerely,

                                        NORTH CAROLINA MOTOR SPEEDWAY, INC.



                                            Jo DeWitt Wilson, President
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BRUTON SMITH LAWSUIT AGAINST
PENSKE MOTORSPORTS DISMISSED

November 5, 1997  7:55 PM EST

DETROIT, Nov. 5/PRNewswire/ -- Penske Motorsports, Inc. (PMI) (Nasdaq:SPWY)
today announced that the North Carolina Business Court in Charlotte ruled in
favor of PMI and dismissed Bruton Smith's lawsuit against PMI, North Carolina
Motor Speedway, Inc. (NCMS) and directors of NCMS following a hearing held
today.  Mr. Smith's lawsuit had challenged the proposed merger of PMI and
NCMS.  Concurrent with the dismissal, the court denied Mr. Smith's motion for a
preliminary injunction.

A meeting of NCMS shareholders to consider the merger of PMI and NCMS is
scheduled for December 2, 1997.  PMI owns 70% of the outstanding NCMS shares
and intends to vote its shares in favor of the merger, which will be concluded
promptly following the December 2nd meeting.

Gregory W. Penske, President of PMI, commented:  "The court's decision is a
clear affirmation of what we have said all along -- that Mr. Smith's claim was
baseless and completely without merit.  We are pleased with the results and
look forward to the completion of the merger.

Jo DeWitt Wilson, President of NCMS, said, "My family is thrilled with the
decision.  We always believed that partnering with Penske was right for us and
the speedway, and we are pleased that the court confirmed our right to do so."

Penske Motorsports, Inc. (PMI) is a leading promoter and marketer of
professional motorsports in the United States.  PMI owns and operates the
following through its wholly owned subsidiaries:  Michigan Speedway in Brooklyn,
Michigan; Nazareth Speedway in Nazareth, Pennsylvania; and California Speedway,
in San Bernardino County, California.  PMI also has a majority ownership of the
North Carolina Motor Speedway near Rockingham, North Carolina, holds a 40%
interest in Homestead-Miami Speedway, LLC, near Miami, Florida; and has a
minority interest in Grand Prix Association of Long Beach, Inc.  In addition,
PMI produces and markets motorsports-related merchandise and accessories such
as apparel, souvenirs and collectibles; and it distributes and sells Goodyear
brand racing tires in the Midwest and Southeast regions of the United States.

Penske Motorsports' major shareholder is a majority-owned subsidiary of Penske
Corporation, a closely-held, diversified transportation services company which
conducts its business through a number of wholly or partially owned companies,
including Penske Truck Leasing Company, Detroit Diesel Corporation, Diesel
Technology Company, Penske Automotive Group, Inc., Penske Auto Centers, Inc.,
and Penske Capital Partners.  The Penske group of business has annual revenues
exceeding $6 billion and employs more than 28,000 around the world.  SOURCE
Penske Motorsports, Inc.

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