PREMIER PARKS INC
8-A12G/A, 1996-05-08
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    As filed with the Securities and Exchange Commission on May 8, 1996
                                                                      
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                                
                           ---------------------

                                 FORM 8-A/A

             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR (g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                            PREMIER PARKS INC.             
                 ------------------------------------------
           (Exact name of registrant as specified in its charter)

                     Delaware                      73-6137714     
 --------------------------------------     ---------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)

11501 Northeast Expressway, Oklahoma City, Oklahoma        73131
- ---------------------------------------------------        -----
    (Address of principal executive offices)             (Zip Code)

     If this Form relates to the registration of a class of debt securities
and is effective for filing pursuant to General Instruction A.(c)(1),
please check the following box.   / /

     If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(C)(2), please check the following box.   / /
           

          Securities to be registered pursuant to Section 12(b) of the Act:

                                        Name of each exchange
               Title of each class      on which each class
               to be so registered      is to be registered
               -------------------      -------------------
               

          Securities to be registered pursuant to Section 12(g) of the Act:

          Common Stock, $.05 par value

                                                                  
================================================================================

<PAGE>

Item 1.   Description of Registrant's 
          Securities to Be Registered.
          ---------------------------

          Reference is made to the caption "DESCRIPTION OF SECURITIES" on
pages 63 and 64 of the Registrant's Registration Statement (No. 333-02821)
on Form S-2 filed with the Securities and Exchange Commission on April 25,
1996, pursuant to rules promulgated under the Securities Act of 1933, as
amended.  The description of the securities contained therein shall be
deemed to have been incorporated by reference into this Registration
Statement on Form 8-A/A.



Item 2.   Exhibits.
          --------
                                         Incorporated By
                                         Reference From   Exhibit No.
                                         ---------------  -----------
   1. Constituent Instruments                
      Defining Rights of Holders of      
      Registered Securities.             
                                         
      1.1  Registrant's Certificate             (1)             3
           of Incorporation, dated       
           March 24, 1981.               

      1.2  Plan and Agreement of                (1)             3
           Merger of Registrant and      
           Tierco, a Massachusetts       
           business trust, dated         
           March 31, 1981.               

      1.3  Registrant's Certificate             (1)             3
           of Amendment of               
           Certificate of                
           Incorporation dated           
           April 14, 1985.               
                                         
      1.4  Registrant's Certificate             (1)             3
           of Amendment of               
           Certificate of                
           Incorporation dated           
           May 8, 1987.                  
                                         
      1.5  Registrant's Certificate             (1)             3
           of Amendment of               
           Certificate of                
           Incorporation dated           
           June 11, 1987.                
                                         
      1.6  Registrant's Certificate             (2)             3(f)
           of Amendment of               
           Certificate of                
           Incorporation dated April     
           30, 1991.                      

      1.7  Registrant's Certificate             (3)             3(g)
           of Amendment of               
           Certificate of                
           Incorporation dated June      
           30, 1992.                     

<PAGE>

                                         Incorporated By
                                         Reference From   Exhibit No.
                                         ---------------- -----------
      1.8  Registrant's Certificate             (4)            3(a)
           of Amendment of                  
           Certificate of                   
           Incorporation dated June         
           23, 1993.                        
                                            
      1.9  Registrant's Certificate             (5)            3(i)
           of  Amendment of                 
           Certificate of                   
           Incorporation dated              
           October 7, 1994.                 
                                            
      1.10 Registrant's Certificate             (6)            3(10)
           of Designation of Series         
           A 7% Cumulative                  
           Convertible Preferred            
           Stock.                           
                                            
      1.11 Registrant's Certificate             (7)            4(m)
           of Amendment of                  
           Certificate of                   
           Incorporation.                   

      1.12 Registrant's By-laws.                (2)            3(g)
                                            
                                                
   2. Specimen of security to be            
      registered hereunder.                 

      2.1  Specimen of Common Stock             (7)            4(l)
           Certificate.                     
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
- --------------------------------             
                                             
(1)  The Registrant's Form 10-Q for the quarter ended June 30, 1987.
(2)  The Registrant's Form 10-K for the year ended December 31, 1991.
(3)  The Registrant's Form 10-K for the year ended December 31, 1992. 
(4)  The Registrant's Form 10-Q for the quarter ended June 30, 1993.
(5)  The Registrant's Form 10-K for the year ended December 31, 1994.
(6)  The Registrant's Registration Statement on Form S-1 (No. 33-62225).
(7)  The Registrant's Registration Statement on Form S-2 (No. 333-02821)

<PAGE>

                            SIGNATURE

  Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.



                              PREMIER PARKS INC.



                              By:  /s/ James F. Dannhauser       
                                   ------------------------------
                                   James F. Dannhauser
                                   Chief Financial Officer

Date:  May 8, 1996




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