EXHIBIT 10.9

                           SPEEDWAY MOTORSPORTS, INC.
                             1994 STOCK OPTION PLAN
                              AMENDED AND RESTATED
                                  MAY 5, 1998

         1. PURPOSE OF PLAN. The purpose of the Plan which shall be known as the
Speedway Motorsports, Inc. 1994 Stock Option Plan and is hereinafter referred to
as the "Plan", are (i) to provide incentives for key employees, directors,
consultants and other individuals providing services to Speedway Motorsports,
Inc. (the "Company") and its subsidiaries (within the meaning of Section 424(f)
of the Internal Revenue Code of 1986, as amended (the "Code"), each of which is
referred to herein as a "Subsidiary") by encouraging their ownership of the
common stock, $0.01 par value, of the Company (the "Stock") and (ii) to aid the
Company in retaining such key employees, directors, consultants and other
individuals upon whose efforts the Company's success and future growth depends,
and attracting other such employees, directors, consultants and other
individuals.

         2. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors, as hereinafter provided.
For purposes of administration, the Committee, subject to the terms of the Plan,
shall have plenary authority to establish such rules and regulations, to make
such determinations and interpretations, and to take such other administrative
actions, as it deems necessary or advisable. All determinations and
interpretations made by the Committee shall be final, conclusive and binding on
all persons, including Optionees and their legal representatives and
beneficiaries. Notwithstanding the foregoing, in the event that there is no
Compensation Committee, then the powers to be exercised by the Compensation
Committee hereunder shall be exercised by the Board of Directors.

         The Committee shall be appointed from time to time by the Board of
Directors and shall consist of not fewer that two of its members. No member of
the Board of Directors who serves on the Committee shall be eligible to
participate in the Plan. The Committee shall hold its meetings at such times and
places as it may determine. A majority of its members shall constitute a quorum.
All determinations of the Committee shall be made by a majority of its
members. Any decision or determination reduced to writing and signed by all
members shall be as effective as if it had been made by a majority vote at a
meeting duly called and held. The Committee may appoint a secretary (who need
not be a member of the Committee). No member of the Committee shall be liable
for any act or omission with respect to his service on the Committee, if he acts
in good faith and in a manner he reasonably believes to be in or not opposed to
the best interests of the Company.

3. STOCK AVAILABLE FOR OPTIONS. There shall be available for options under the
Plan a total of 3,000,000 shares of Stock, subject to any adjustments which may
be made pursuant to Section 5(f) hereof. Shares of Stock used for purposes of
the Plan may be either authorized and unissued shares, or previously issued
shares held in treasury of the, Company, or both. Shares of Stock covered by
options which have terminated or expired prior to exercise or



which have been tendered as payment upon exercise of other options pursuant to
Section 5(c), shall be available for further option grants hereunder.

         4. ELIGIBILITY. Options- under the Plan may be granted to key employees
of the Company or any Subsidiary, including officers or directors of the Company
or any Subsidiary, and to directors, consultants and other individuals providing
services to the Company or any Subsidiary. Options may be granted to eligible
employees whether or not they hold or have held options previously granted under
the Plan or otherwise granted or assumed by the Company. In selecting employees
for options, the Committee may take into consideration any factors it may deem
relevant, including its estimate of the employee's present and potential
contributions to the success of the Company and its Subsidiaries. Service as a
director, officer or consultant of or to the Com any or Subsidiary shall be
considered employment for purposes of the Plan (and the period of such service
shall be considered the period of employment for purposes of Section 5(d) of the
Plan); provided, however, that incentive stock option; may be granted under the
Plan only to an individual who is an 'employee" (as such term is used in Section
422 of the Code) of the Company or any Subsidiary.

         5. TERMS AND CONDITIONS OF OPTIONS. The Committee shall, in its
discretion, prescribe the terms and conditions of the options to be granted
hereunder. which terms and conditions need not be the same in each case, subject
to the following:

                  (a) OPTION PRICE. The price at which each share of Stock
covered by an incentive option granted under the Plan may be purchased shall not
be less than the market value per share of Stock on the date of grant of the
option. In the case of any option intended to be an incentive stock option
granted to an individual owning (directly or by attribution as provided in
Section 424(d) of the Code), on the date of grant, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company or
any Subsidiary (which individual shall hereinafter be referred to as a " 10 %
Stockholder"), the price at which each share of Stock covered by the option my
be purchased shall not be less than I IO % of the market value per share of
Stock on the date of grant of the option. ne date of the grant of an option
shall be the date specified by the Committee in its grant of the option. The
price at which each share of Stock covered by an option granted under the Plan
(but not as an incentive option) may be purchased shall be the price determined
by the Committee, in its absolute discretion, to be suitable to attain the
purposes of this Plan.

                  (b) OPTION PERIOD. The period for exercise of an option shall
in no event be more than ten years from the date of grant, or in the case of an
option intended to be an incentive stock option granted to a IO % Stockholder,
more than five years from the date of grant. Options may, in the discretion of
the Committee, be made exercisable in installments during the option period. Any
shares not purchased on any applicable installment date may be purchased
thereafter at any time before the expiration of the option period.



                  (c) EXERCISE OF OPTIONS. In order to exercise an option, the
Optionee shall deliver to the Company written notice specifying the number of
shares of Stock to be purchased, together with cash or a certified or bank
cashier's check payable to the order of the Company in the full amount of the
purchase price therefor; provided that, for the purpose of assisting an
Optionee to exercise an option, the Company may make loans to the Optionee or
guarantee loans made by third parties to the Optionee, on such terms and
conditions as the Board of Directors may authorize; and provided further that
such purchase price may be paid in shares of Stock, or in nonstatutory options
granted under. the Plan (provided, however, that the purchase price of stock,
acquired under an incentive stock option may not be paid in options), in either
case owned by the Optionee and having a market value on the date of exercise not
less than the aggregate purchase price, or in any combination of cash, Stock and
such options. For purposes of this Section 5(c), the market value per share of
Stock shall be the last sale price regular way on the date of reference, or, in
case no sales take place on such date, the average of the closing high bid and
low asked prices regular way, in either case on the principal national
securities exchange on which the Stock is listed or admitted to trading, or if
the Stock is not listed or admitted to trading on any national securities
exchange, the last sale price reported on the National Market System of the
National Association of Securities Dealers Automated Quotation system ("NASDAQ")
on such date, or the average of the closing high bid and low asked prices of the
Stock in the over-the-counter market reported on NASDAQ on such date, as
furnished to the Committee by any New York Stock Exchange member selected from
time to time by the Committee for such purpose. If there is no bid or asked
price reported on any such,-date, the market value shall be determined by the
Committee in accordance with the regulations promulgated under Section 2031 of
the Code, or by any other appropriate method selected by the Committee. For
purposes of this Section 5(c), the market value of an option granted under the
Plan shall be the market value of the underlying Stock, determined as aforesaid,
less the exercise price of the option. If the Optionee so requests, shares of
Stock purchased upon exercise of an option may be issued in the name of the
Optionee or another person. An Optionee shall have none of the rights of a
stockholder until the shares of Stock are issued to him.

                  (d) EFFECT OF TERMINATION OF EMPLOYMENT.

                      (i) An option may not be exercised after the Optionee has
ceased to be in the employ of the Company or any Subsidiary for any reason other
than the Optionee's death, Disability or Involuntary Termination Without Cause.
Any cessation of employment, for purposes of incentive stock options only, shall
include any leave of absence in excess of 90 days unless the Optionee's
reemployment rights are guaranteed by law or by contract. "Cause" shall mean any
act, action or series of acts or actions or any omission, omissions, or series
of omissions which result in, or which have the effect of resulting in, (i) the
commission of a crime by the Optionee involving moral turpitude, which crime has
a material adverse impact on the Company, (ii) gross negligence or willful
misconduct which is continuous and results in material damage to the Company, or
(iii) the continuous, willful failure of the person in question to follow the
reasonable directives of the Board of Directors. "Disability' shall mean the
inability or failure of a person to perform those duties for the Company
traditionally assigned to and performed by such person because of the person's
then-existing physical or mental condition, impairment or incapacity. The f@ct
of disability shall be deter-mined by the Committee, which may consider



such evidence as it considers desirable under the circumstances, the
determination of which shall be final and binding upon parties. "Involuntary
Termination Without Cause shall mean either (i) the dismissal of, or the request
for the resignation of, a person, by court order, order of any court-appointed
liquidator or trustee of the Company, or the order or request of any creditors'
committee of the Company constituted under the federal bankruptcy laws, provided
that such order or request contains no specific reference to Cause; or (ii) the
dismissal of, or the request for the resignation of, a person, by a duly
constituted corporate officer of the Company, or by the Board, for any reason
other than for Cause.

                      (ii) - During the three months after the date of the
Optionee's Involuntary Termination Without Cause, the Optionee shall have the
right to exercise the Options granted under the Plan, but only to the extent the
Option was exercisable on the date of the cessation of the Optionee's
employment.

                      (iii) During the twelve months after Termination of the .e
Optionee's employment with the Company as a result of the Optionee's Disability,
the Optionee shall have the right to exercise the Options granted under the
Plan, but only to the extent the Option was exercisable on the date of the
cessation of the Optionee's employment.

                      (iv) In the event of the death of the Optionee while
employed or, in the event of the death of the Optionee after cessation of
employment described in subparagraph (ii) or (iii), above, but within the
three-month or twelve-month period described in subparagraph (ii) or (iii),
above, upon the expiration of twelve months following the Optionee's death.
During such extended period, the Option may be exercised by the person or
persons to whom the deceased Optionee's rights under the Option Agreement shall
pass by will or by the laws of descent or distribution, but only to the extent
the Option was exercisable on the date of the cessation of the Optionee's
employment. but only as to any shares exercisable on the date of the Optionee's
employment so terminates. The provisions of the foregoing sentence shall apply
to any outstanding options which are incentive stock options to the extent
permitted by Section 422(d) of the Code and such outstanding options in excess
thereof shall, immediately upon the occurrence of the event described in the
preceding sentence, be treated for all purposes of the Plan as nonstatutory
stock options and shall be immediately exercisable as such as provided in the
foregoing sentence.

         In no event shall any option be exercisable beyond the applicable
exercise period provided in Section 5(b) of the Plan. Nothing in the Plan or in
any option granted pursuant to the Plan (in the absence of an express provision
to the contrary) shall confer on any individual any right to continue in the
employ of the Company or any Subsidiary or interfere in any way with the right
of the Company to terminate his employment at any time.

                  (e) NONTRANSFERABILITY OF OPTIONS. During the lifetime of an
Optionee, options held by such Optionee shall be exercisable only by him. No
option shall be transferable other than by will or the laws of descent and
distribution.

                  (f) ADJUSTMENTS FOR CHANGE IN STOCK SUBJECT TO PLAN. In the
event of a



reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering or any other change in the
corporate structure or shares of the Company, (i) except as provided in clause
(ii) below, the Committee shall make such adjustments, if any, as it deems
appropriate in the number and kind of shares covered by outstanding options, or
in the option price per share, or both, and (ii) the Board of Directors of the
Company shall make such adjustments, if any, as it deems appropriate in the
number and kind of shares covered by outstanding options, or in the option price
per share, or both, with respect to options held by directors of the Company.

                  (g) ACCELERATION OF EXERCISABILITY OF OPTIONS UPON OCCURRENCE
OF CERTAIN EVENTS In connection with any merger or consolidation in which the
Company is not the surviving corporation and which results in the holders of the
outstanding voting securities of the Company (determined immediately prior to
such merger or consolidation) owning less than a majority of the outstanding
voting securities of the surviving corporation (determined immediately following
such merger or consolidation), or any sale or transfer by the Company of all or
substantially all its assets or any tender offer or exchange offer for or the
acquisition, directly or indirectly, by any person or group of all or a majority
of the then-outstanding voting securities of the Company, all outstanding
options under the Plan shall become exercisable in full, notwithstanding any
other provision of the Plan or of any outstanding options granted thereunder, on
and after (i) the fifteenth day prior to the effective date of such merger,
consolidation, sale, transfer or acquisition or (ii) the date of commencement of
such tender offer or exchange offer, as the case may be. The provisions of the
foregoing sentence shall apply to any outstanding options which are incentive
stock options to the extent permitted by Section 422(d) of the Code and such
outstanding options in excess thereof awl, immediately upon the occurrence of
the event described in clause (i) or (ii) of the foregoing sentence, be treated
for all purposes of the plan as nonstatutory stock options and shall be
immediately exercisable as such as provided in the foregoing sentence.
Notwithstanding the foregoing, in no event shall any option be exercisable after
the date of termination of the exercise period of such option specified in
Sections 5(b) and 5(d).

                  (h) REGISTRATION, LISTING AND QUALIFICATION OF SHARES OF
STOCK. Each option shall be subject to the requirement that if at any time the
Board of Directors shall determine that the registration, listing or
qualification of shares of Stock covered thereby upon any securities exchange or
under any federal or state law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such option or the purchase of shares of Stock thereunder,
no such option may be exercised unless and until such registration, listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors. The Company may require
that any person exercising an option shall make such representations and
agreements and furnish such information as it deems appropriate to assure
compliance with the foregoing or any other applicable legal requirement.

                  (i) OTHER TERMS AND CONDITIONS. The Committee may impose such
other terms and conditions, not inconsistent with the terms hereof, on the grant
or exercise of options, as it deems advisable.




                  (j) RELOAD OPTIONS. If upon the exercise of an option granted
under the Plan (the "Original Option') the Optionee pays the purchase price for
the Original Option pursuant to Section 5(c) in whole or in part in shares of
Stock owned by the Optionee for at least six months, the Company shall grant to
the Optionee on the date of such exercise an additional option under the Plan
(the 'Reload Option') to purchase that number of shares of Stock equal to the
number of shares of Stock so held for at least six months transferred to the
Company in payment of the purchase price in the exercise of the Original Option.
The price at which each share of Stock covered by the Reload Option may be
purchased shall be the market value per share of Stock (as specified in Section
5(c)) on the date of exercise of the Original Option. The Reload Option shall
not be exercisable until one year after the date the Reload Option is granted or
after the expiration date of the Original Option. Upon the payment of the
purchase price for a Reload Option granted hereunder in whole or in part in
shares of Stock held for more than six months pursuant to Section 5(c), the
Optionee is entitled to receive a further Reload Option in accordance with this
Section 50). Shares of Stock covered by a Reload Option shall not reduce the
number of shares of Stock available under the Plan pursuant to-Section 3.

         6. ADDITIONAL PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS. The
Committee may, in its discretion, grant options under the Plan to eligible
employees which constitute "incentive stock options" within the meaning of
Section 422 of the Code, provided, however, that (a) the aggregate market value
of the Stock with respect to which incentive stock options are exercisable for
the first time by the Optionee during any calendar year shall not exceed the
limitation set forth in Section 422(d) of the Code and (b) Section 5(d)(ii)
hereof shall not apply to any incentive stock option.

         7. AMENDMENT AND TERMINATION. Unless the Plan shall theretofore have
been terminated as hereinafter provided, the Plan shall terminate on, and no
option shall be granted hereunder after, December 21, 2004; provided, however,
that the Board of Directors may at any time prior to that date terminate the
Plan. 'Me Board of Directors may at any time amend the Plan or the term of any
option outstanding under the Plan; provided, however, that, except as
contemplated in Section 5(f), the Board of Directors shall not, without approval
by a majority of the votes cast by the stockholders of the Company at a meeting
of stockholders at which a proposal to amend the Plan is voted upon, (i)
increase the maximum number of shares of Stock for which options may be granted
under the Plan, (ii) change the minimum option price, (iii) extend the period
during which options may be granted or exercised or, (iv) except as otherwise
provided in the Plan, amend the requirements as to the class of employees
eligible to receive options. No termination or amendment of the Plan or any
option outstanding under the Plan may, without the consent of an Optionee,
adversely affect the rights of such Optionee under any option held by such
Optionee.

         8. EFFECTIVENESS OF PLAN. The Plan will not be made effective unless
approved before December 21, 1995 by a majority of the votes cast thereon by the
stockholders of the Company at a meeting of stockholders duly called and held
for such purpose or by unanimous written consent of such stockholders, and no
option granted hereunder shall be exercisable prior to such approval.




         9. WITHHOLDING. It shall be a condition to the obligation of the
Company to issue shares of Stock upon exercise of an option that the Optionee
(or any beneficiary or person entitled to act under Section 5(d) hereof pay to
the Company, upon its demand, such amount as may be requested by the Company for
the purpose of satisfying any other taxes. If the amount requested is not paid,
the Company may refuse to issue such shares of Stock.

         10. OTHER ACTIONS. Nothing contained in the Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and powers,
including, but not by way of limitation, the right of the Company to grant or
assume options for proper corporate purposes other than under the Plan with
respect to any employee or other person, firm, corporation or association.