KING WORLD PRODUCTIONS INC, S-8, 1997-04-22

KING WORLD PRODUCTIONS INC
S-8, 1997-04-22
MOTION PICTURE & VIDEO TAPE DISTRIBUTION

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Registration No. 333-11363
==========================================================================
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
____________

KING WORLD PRODUCTIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2565808
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
1700 Broadway
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
____________

KING WORLD PRODUCTIONS, INC.
1996 AMENDED AND RESTATED STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
AND
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES SALESFORCE BONUS PLAN
(Full title of the Plans)
____________

Michael King
President and Chief Executive Officer
King World Productions, Inc.
1700 Broadway
New York, New York 10019
(Name and address of agent for service)

(212) 315-4000
(Telephone number, including area code, of agent for service)
____________

Copies to:
MARK J. TANNENBAUM, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111

CALCULATION OF REGISTRATION FEE
==========================================================================

Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share<F1> price<F1> fee
__________________________________________________________________________

Common Stock,
$.01 par value 1,000,000 shs. $35,625 $35,625,000 $10,795
==========================================================================
[FN]
<F1> Calculated pursuant to Rule 457(c) and 457(h) using the average of the
high and low prices reported on the New York Stock Exchange on April
, 1997.
[/FN]
==========================================================================
<PAGE>
<PAGE #> EXPLANATORY NOTE
________________

This Registration Statement has been prepared in accordance with
the requirements of Form S-8 under the Securities Act of 1933, as amended
(the "Act") to register shares of common stock, $.01 par value ("Common
Stock") of King World Productions, Inc. (the "Registrant") issuable
pursuant to the Registrant's and its subsidiaries' 1996 Amended and
Restated Stock Option and Restricted Stock Purchase Plan and the Regis-
trant's and its subsidiaries Salesforce Bonus Plan (the "Plans").

Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the Prospectus to be delivered pursuant to this Registration
Statement will be a combined prospectus relating to (i) the shares regis-
tered hereunder, (ii) the remaining unsold shares registered under Regis-
tration Statement No. 33-30694, and (iii) the remaining unsold shares
registered under Registration Statement 33-54691. This Registration
Statement also constitutes Post-Effective Amendment No. 2 to Registration
Statement No. 33-30694 and Post-Effective Amendment No. 2 to Registration
Statement No. 33-54691. The Post-Effective Amendments shall become
effective upon filing in accordance with Section 8(c) if the Securities Act
of 1933 and Rule 464 promulgated thereunder.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule 428(b)(1) under the Act, an information state-
ment containing the information specified in Part I of this Form S-8 (an
"Information Statement") will be distributed to participants under the
Plans. Each Information Statement, taken together with the documents
incorporated by reference herein pursuant to Item 3 of Part II below,
constitutes a prospectus meeting the requirements of Section 10(a) of the
Act pursuant to Rule 428(a)(1) under the Act, and each Information State-
ment is hereby incorporated by reference in this Registration Statement.

Under cover of this Form S-8 is a reoffer prospectus prepared in
accordance with Part I of Form S-3 under the Act (the "Reoffer Prospec-
tus"). The Reoffer Prospectus may be utilized for reofferings and resales
of up to 3,744,777 shares of Common Stock acquired by selling stockholders
through participation in the Plans.<PAGE>
<PAGE #>REOFFER PROSPECTUS

KING WORLD PRODUCTIONS, INC.

3,744,777 SHARES
COMMON STOCK

This Reoffer Prospectus (the "Prospectus") relates to the
offering by certain selling stockholders (the "Selling Stockholders") of
King World Productions, Inc. (the "Company") who may be deemed "affiliates"
of the Company (as such term is defined in Section 405 of the Securities
Act of 1933, as amended (the "Act")), of 3,744,777 shares of common stock,
$.01 par value ("Common Stock") of the Company, which may be acquired by
them pursuant to the exercise of options granted to them pursuant to the
Company's and its Subsidiaries' 1996 Amended and Restated Stock Option and
Restricted Stock Purchase Plan and the Company's and its subsidiaries
Salesforce Bonus Plan (the "Plans").

Selling Stockholders may, from time to time, offer all or part of
the shares acquired by them pursuant Awards made by the Company under the
Plans on the over-the-counter market or such national securities exchange
upon which the Common Stock is traded at the time of such sales, at prices
prevailing at the time of such sales, or in negotiated transactions. The
Company will pay all expenses in preparing and reproducing the Registration
Statement of which this Prospectus is a part, but will not receive any part
of the proceeds of any sales of such shares. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 may
be sold under Rule 144 rather than pursuant to this Prospectus. The
Selling Stockholders will pay the brokerage commissions charged to sellers
in connection with such sales. See "Plan of Distribution."

The Common Stock is traded on the New York Stock Exchange. On
April 14, 1997, the closing price of the Common Stock was $36.25 per share.

____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

____________

No person has been authorized to give any information or make any
representation in connection with this offering other than is contained in
this Prospectus, and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company or any
Selling Stockholder. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any security offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company
since the date hereof or that the information contained herein is correct
as of any time subsequent to its date. However, if any material change
occurs while this Prospectus is required by law to be delivered, this
Prospectus will be amended or supplemented accordingly.

____________

The date of this Prospectus is April 17, 1997<PAGE>
<PAGE #>
TABLE OF CONTENTS

Available Information . . . . . . . . . . . . . . . . . . . 1

The Company . . . . . . . . . . . . . . . . . . . . . . . . 2

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 2

Selling Stockholders. . . . . . . . . . . . . . . . . . . . 2

Plan of Distribution. . . . . . . . . . . . . . . . . . . . 4

Incorporation of Certain Documents by Reference . . . . . . 4

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 4

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Other Matters . . . . . . . . . . . . . . . . . . . . . . . 5

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement (the "Registration Statement")
under the Act with respect to the shares of Common Stock offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement. For further information, reference is made to the
Registration Statement and to the exhibits filed therewith. Each statement
made in this Prospectus referring to a document filed as an exhibit to the
Registration Statement or incorporated herein by reference is qualified by
reference to such document.

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission.
Reports, proxy statements and other information filed by the Company can be
inspected and copied at public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., in Washington, D.C., and
at the Commission's Regional Offices located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can also be obtained from
the Public Reference Section of the Commission, at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.

The Common Stock of the Company is listed on the New York Stock
Exchange. Reports, proxy statements and other information filed by the
Company with the Commission can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

The Company will promptly furnish, without charge, to each person
to whom this Prospectus is delivered, upon written request of such person,
a copy of any and all of the information that has been incorporated by
reference in this Prospectus (other than exhibits to such information,
unless such exhibits are specifically incorporated by reference into such
information). Requests for such copies should be directed to Steven A.
LoCascio, King World Productions, Inc., c/o King World Corporation, 830
Morris Turnpike, Short Hills, New Jersey 07078.

THE COMPANY

The Company was incorporated in October 1984 under the laws of
the State of Delaware and is the successor to a corporation incorporated in
1964 under the laws of the State of New Jersey to distribute or syndicate
feature length films and television programs to television stations. The
Company currently distributes first-run syndicated television programming
to television stations throughout the United States, in Canada and in a
number of other foreign countries.

The Company's revenues are currently derived primarily from
licenses to distribute THE OPRAH WINFREY SHOW, WHEEL OF FORTUNE, and
JEOPARDY!; and INSIDE EDITION, a first-run syndicated series produced and
distributed by the Company.

The Company distributes THE OPRAH WINFREY SHOW pursuant to an
agreement with Harpo, Inc., the producer of the series. The Company intro-
duced THE OPRAH WINFREY SHOW in national television syndication in the
1986-1987 television season and has served as the exclusive distributor of
the series since such time. The Company distributes WHEEL OF FORTUNE and
JEOPARDY! pursuant to agreements with Columbia TriStar Television (formerly
Merv Griffin Enterprises).

The Company's corporate headquarters are located at 1700 Broad-
way, New York, New York 10019, telephone number (212) 315-4000.

USE OF PROCEEDS

All of the shares of Common Stock are being offered by the
Selling Stockholders. The Company will not receive any proceeds from sales
of Common Stock by the Selling Stockholders.

SELLING STOCKHOLDERS

The Selling Stockholders consist of officers and directors
(including non-employee directors) of the Company. Such Selling Stockhold-
ers may offer up to an aggregate 3,744,777 shares of Common Stock which may
be acquired by them pursuant to the exercise of options granted to them
under the Plans. There is no assurance that any of the Selling Stockhold-
ers will sell any or all of the Common Stock offered by them hereunder. As
of April 14, 1997, an aggregate 6,408,685 options have been granted to the
Selling Stockholders pursuant to the Plans, of which, as of such date,
3,744,777 options remain outstanding and an aggregate 1,269,000 options
have vested and are fully exercisable.

The following table sets forth: (i) the name and position of each
of the Selling Stockholders, (ii) the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of April 14, 1997, (iii)
the number of shares of Common Stock that may be offered and sold by each
Selling Stockholder pursuant to this Prospectus and (iv) the amount and
percentage of the Common Stock to be owned by each Selling Stockholder
after completion of this offering. The inclusion in the table of the
individuals named therein shall not be deemed to be an admission that any
such individuals are "affiliates" of the Company.
<PAGE>
<PAGE #>
<TABLE>
<CAPTION>
Shares Owned Shares Owned
as of Shares After Offering <F2>
_________________
Name and Position April 14, 1997 <F1>Offered Number Percentage
_________________ __________________________ ______ __________
<S> <C> <C> <C> <C>
Roger King 3,126,013 <F3>1,500,0001,626,013 <F3> 4.3%
Chairman of
the Board and
Director

Michael King 3,658,150 <F4>1,500,0002,158,150 <F4> 5.7%
President and
Chief Executive
Officer and
Director

Steven R. Hirsch 262,000 262,000 0 <F5>
President, Camelot
Entertainment
Sales, Inc.

Steven A. LoCascio 62,000 62,000 0 <F5>
Interim Chief
Financial Officer
and Controller

Jonathan Birkhahn 165,000 159,000 6,000 <F5>
Senior Vice President
Business Affairs and
General Counsel

Michael Spiessbach 100,000 100,000 0 <F5>
President, King World
Ventures

Robert V. Madden 102,436 100,000 2,436 <F5>
Senior Vice President
Administration

James M. Rupp 19,897 14,167 5,730 <F5>
Director

Joel Chaseman 30,833 30,833 0 <F5>
Director

Ronald S. Konecky 7,167 6,667 500 <F5>
Director

Richard King 1,878,490 10,0001,868,490 5.0%
Director

__________________________
<FN>

<F1> Includes shares of Common Stock underlying options granted to the Selling Stockholders under the Plans, whether or
not exercisable as of, or within 60 days of, April 14, 1997.

<F2> Assuming all shares that may be offered hereby are sold and based on 37,412,617 shares outstanding on April 14,
1997, as well as shares of Common Stock underlying options granted to each selling stockholder under the Plans,
whether or not exercisable as of, or within 60 days of, April 14, 1997.

<F3> Includes 240,000 shares issuable upon exercise of currently exercisable stock options granted to Mr. King under the
Company's Incentive Equity Compensation Plan for Senior Executives, and excludes 5,750 shares held by Mrs. Roger
King.

<F4> Includes 240,000 shares issuable upon exercise of currently exercisable stock options granted to Mr. King under the
Company's Incentive Equity Compensation Plan for Senior Executives, and excludes 600 shares of Common Stock held by
Mrs. Michael King in trust for the benefit of her nephews.

<F5> Less than 1%.
</FN>
/TABLE
<PAGE>
<PAGE #> PLAN OF DISTRIBUTION

The Company and the Selling Stockholders may enter into customary
agreements concerning indemnification and the provision of information in
connection with the sale of the Shares.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There are incorporated in this Prospectus by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission"):

1. The Company's Annual Report on Form 10-K for the year ended
August 31, 1996.

2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 1996.

3. The Company's Current Report on Form 8-K dated February 12,
1997.

4. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended February 28, 1997.

5. The Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended February 28, 1997.

6. The Company's Current Report on Form 8-K dated April 15,
1997.

7. "Description of the Company's Securities to be Registered"
contained in the Registration Statement on Form 8-A filed with the Commis-
sion on August 22, 1986 pursuant to Section 12 of the Exchange Act, and
"Description of Capital Stock" contained in the Registration Statement of
the Company on Form S-1 (No. 33-8357).

All reports subsequently filed by the Company pursuant to Section
13, 14 or 15(d) of the Exchange Act prior to the termination of the
offering shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Reboul, MacMurray, Hewitt, Maynard &
Kristol, 45 Rockefeller Plaza, New York, New York 10111.

EXPERTS

The consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended August 31, 1996, incorporated
by reference in this Prospectus and elsewhere in the Registration Statement
have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.

OTHER MATTERS

The Company's Restated Certificate of Incorporation limits the
personal liability of directors to the Company or its stockholders for
monetary damages for breaches of fiduciary duty, as directors, except for
liability for any breach of directors' duty of loyalty to the Company or
its stockholders, or acts or omissions not in good faith or which involve
intentional misconduct or violation of law under Section 174 of the Dela-
ware General Corporation Law, or any transaction from which a director
derived an improper personal benefit. This provision of the Company's
Restated Certificate of Incorporation is consistent with the Delaware
General Corporation Law, which permits Delaware corporations to include in
their certificates of incorporation a provision limiting directors'
liability for monetary damages for certain breaches of their fiduciary
duties as directors.

The Company's By-laws provide for indemnification of officers,
directors and employees of the Company to the fullest extent permitted by
the Delaware General Corporation Law. Under the Delaware General Corpora-
tion Law, directors and officers as well as other employees and individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or investiga-
tive (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard
of care is applicable in the case of derivative actions, except that
indemnification extends only to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and
that the Delaware General Corporation Law requires court approval before
there can be any indemnification of expenses where the person seeking
indemnification has been found liable to the Company.

The Company also maintains agreements with each of its directors
requiring the Company to maintain in effect policies of directors' and
officers' liability insurance in specified minimum amounts, or, in lieu
thereof, to hold harmless and indemnify the director to the full extent of
the coverage that would otherwise have been required to be provided
pursuant to the agreement. In addition, the agreements require the Company
to hold harmless and indemnify the director, to the full extent permitted
by the Delaware General Corporation Law or any other statutory provisions
authorizing or permitting indemnification of directors, from and against
any losses suffered or incurred by the director in excess of the amounts
reimbursed under the Company's directors' and officers liability insurance
policy or the indemnity provided in lieu thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the Company's By-laws, the Delaware
General Corporation Law or agreements between the Company and its officers,
directors and controlling persons, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.<PAGE>
<PAGE #>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission
(the "Commission"):

1. The Company's Annual Report on Form 10-K for the year ended
August 31, 1996.

2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 1996.

3. The Company's Current Report on Form 8-K dated February 12,
1997.

4. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended February 28, 1997.

5. The Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended February 28, 1997.

6. The Company's Current Report on Form 8-K dated April 15,
1997.

7. "Description of Registrant's Securities to be Registered"
contained in the Registration Statement on Form 8-A filed with the Commis-
sion on August 22, 1986 pursuant to Section 12 of the Exchange Act, and
"Description of Capital Stock" contained in the Registration Statement of
the Company on Form S-1 (No. 33-8357).

All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that deregisters
all such securities then remaining unsold, shall be deemed to be incorpo-
rated by reference herein and to be a part hereof from the date of filing
of such documents.

Any statement contained in a document 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 that also is incorporated or
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 superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Restated Certificate of Incorporation limits the
personal liability of directors to the Registrant or its stockholders for
monetary damages for breaches of fiduciary duty, as directors, except for
liability for any breach of directors' duty of loyalty to the Registrant or
its stockholders, or acts or omissions not in good faith or which involve
intentional misconduct or violation of law under Section 174 of the Dela-
ware General Corporation Law, or any transaction from which a director
derived an improper personal benefit. This provision of Registrant's
Restated Certificate of Incorporation is consistent with the Delaware
General Corporation Law, which permits Delaware corporations to include in
their certificates of incorporation a provision limiting directors'
liability for monetary damages for certain breaches of their fiduciary
duties as directors.

The Registrant's By-laws provide for indemnification of officers,
directors and employees of the Registrant to the fullest extent permitted
by the Delaware General Corporation Law. Under the Delaware General
Corporation Law, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal, adminis-
trative or investigative (other than an action by or in the right of the
corporation -- a "derivative action") if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best
interest of the Registrant and, with respect to any criminal action or pro-
ceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions,
except that indemnification extends only to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such an action
and that the Delaware General Corporation Law requires court approval
before there can be any indemnification of expenses where the person
seeking indemnification has been found liable to the Registrant.

The Registrant also maintains agreements with each of its
directors requiring the Registrant to maintain in effect policies of
directors' and officers' liability insurance in specified minimum amounts,
or, in lieu thereof, to hold harmless and indemnify the director to the
full extent of the coverage that would otherwise have been required to be
provided pursuant to the agreement. In addition, the agreements require
the Registrant to hold harmless and indemnify the director, to the full
extent permitted by the Delaware General Corporation Law or any other
statutory provisions authorizing or permitting indemnification of direc-
tors, from and against any losses suffered or incurred by the director in
excess of the amounts reimbursed under the Registrant's directors' and
officers liability insurance policy or the indemnity provided in lieu
thereof.

See "Item 9, Undertakings" for a description of the Commission's
position regarding such indemnification provisions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit
Number Description
_______ ___________

<C> <S>
4.1. Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement No. 2-93987).

4.2. Certificate of Amendment to the Registrant's Restated
Certificate of Incorporation (incorporated by reference
to Exhibit 3.3 to the Registrant's Registration State-
ment No. 33-8357).

4.3. Registrant's By-laws, as amended October 10, 1996 (in-
corporated by reference to Exhibit 3.3 to the Regis-
trant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996).

5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered.

10.1 1996 Amended and Restated Stock Option and Restricted Stock
Purchase Plan of the Registrant.

10.2 Salesforce Bonus Plan of the Registrant.

23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
in Exhibit 5).

23.2 Consent of Arthur Andersen LLP.

24 Powers of Attorney (included on signature page to original
filing).
</TABLE>

ITEM 9. UNDERTAKINGS.

(a) RULE 415 OFFERING

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-affective 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 the 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;

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this 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 information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Act of 1934 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-effec-
tive amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 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 this 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.

(c) INDEMNIFICATION. Insofar as indemnification for liabilities
arising under the Act may be permitted to directors, officers and con-
trolling persons of the Registrant pursuant to the provisions described in
Item 6 above, 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 Act and is, therefore, unenforce-
able. In the event that a claim for indemnification against such liabili-
ties (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 Act and will be governed by the
final adjudication of such issue.<PAGE>
<PAGE #> 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 REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON
THE 17TH DAY OF APRIL 1997.

KING WORLD PRODUCTIONS, INC.

By /s/ Michael King
__________________________________
Michael King
President and Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED:

Signatures Title Date
__________ _____ ____

<C> <S> <C>
/s/ Michael King President and Director April 17, 1997
_________________________
Michael King (Principal Executive Officer)

* Director April 17, 1997
_________________________
Roger King

* Director April 17, 1997
_________________________
Diana King

* Director April 17, 1997
_________________________
Richard King

* Director April 17, 1997
_________________________
Ronald S. Konecky

* Director April 17, 1997
_________________________
James M. Rupp

* Director April 17, 1997
_________________________
Joel Chaseman

/s/ Steven A. LoCascio Interim Chief Financial Officer April 17, 1997
_________________________
Steven A. LoCascio (Principal Financial Officer)

/s/ Steven A. LoCascio Vice President and Controller April 17, 1997
_________________________
Steven A. LoCascio (Principal Accounting Officer)

*/s/ Jonathan Birkhahn April 17, 1997
_________________________
Jonathan Birkhahn, Attorney-in-Fact

</TABLE>
<PAGE>
<PAGE #> EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
_______ ___________

<C> <S>
4.1. Registrant's Restated Certificate of Incorpora-
tion (incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement No. 2-
93987).

4.2. Certificate of Amendment to the Registrant's Re-
stated Certificate of Incorporation (incorporated
by reference to Exhibit 3.3 to the Registrant's
Registration Statement No. 33-8357).

4.3. Registrant's By-laws, as amended October 10, 1996
(incorporated by reference to Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended August 31, 1996).

5 Opinion of Reboul, MacMurray, Hewitt, Maynard &
Kristol with respect to the legality of the secu-
rities being registered.

10.1 1996 Amended and Restated Stock Option and Re-
stricted Stock Purchase Plan of the Registrant.

10.2 Salesforce Bonus Plan of Registrant.

23.1 Consent of Reboul, MacMurray, Hewitt, Maynard &
Kristol (included in Exhibit 5).

23.2 Consent of Arthur Andersen LLP.

24 Powers of Attorney (included on signature page to
original filing).
</TABLE.<PAGE>
<PAGE #> Exhibit 5

</TABLE>

(Letterhead of Reboul, MacMurray, Hewitt, Maynard & Kristol)

April 17, 1997

King World Productions, Inc.
830 Morris Turnpike
Short Hills, New Jersey 07078

King World Productions, Inc.
Registration Statement on Form S-8
__________________________________

Dear Sirs:

We have acted as counsel to King World Productions, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of
its Registration Statement on Form S-8 (the "Registration Statement"),
filed under the Securities Act of 1933, as amended (the "Act"), relating to
the offering of an aggregate 1,000,000 shares of its Common Stock, $.01 par
value (the "Shares"), pursuant to the Company's 1996 Amended and Restated
Stock Option and Restricted Stock Purchase Plan and the Company's and its
subsidiaries' Salesforce Bonus Plan (the "Plans").

In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including the Agreements and the
Certificate of Incorporation and By-laws of the Company.

Based upon such examination, we are of opinion that:

1. The Company has been duly organized and is validly existing
as a corporation under the laws of the State of Delaware.

2. When issued and sold upon the exercise of options granted
or pursuant to awards made in accordance with the terms of the applicable
Plan, each of the Shares will be validly issued, fully paid and nonassess-
able.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal
Matters" in the Prospectus comprising a part of the Registration Statement.

Very truly yours,

/s/ Reboul, MacMurray, Hewitt, Maynard & Kristol
<PAGE>
<PAGE #> Exhibit 10.1

KING WORLD PRODUCTIONS, INC.

1996 AMENDED AND RESTATED STOCK OPTION
AND RESTRICTED STOCK PURCHASE PLAN

SECTION 1. PURPOSE. The purpose of the King World Productions,
Inc. 1996 Amended and Restated Stock Option and Restricted Stock Purchase
Plan (the "Plan") is to promote the interests of King World Productions,
Inc., a Delaware corporation (the "Company"), and any Subsidiary thereof,
and its stockholders, by providing an opportunity to selected employees,
officers and directors of the Company or any Subsidiary thereof as of the
date of the adoption of this Plan or at any time thereafter to purchase
Common Stock of the Company. By encouraging such stock ownership, the
Company seeks to attract, retain and motivate such employees and persons
and to encourage such employees and persons to devote their best efforts to
the business and financial success of the Company. It is intended that
this purpose will be effected by the granting of "non-qualified stock
options" and/or "incentive stock options" to acquire the common stock of
the Company and/or by the granting of rights to purchase the common stock
of the Company on a "restricted stock" basis. Under the Plan, the Board of
Directors (or the Committee) shall have the authority (in its sole discre-
tion) to grant "incentive stock options" within the meaning of Section
422(b) of the Code, "nonqualified stock options" as described in Treasury
Regulation Section 1.83-7 or any successor regulation thereto, or "re-
stricted stock" awards. The Plan amends and restates the Company's 1989
Amended and Restated Stock Option and Restricted Stock Purchase Plan (the
"1989 Stock Plan"), adopted by the Company on May 4, 1989, as amended and
restated by the Company on January 24, 1994 and January 19, 1996. The 1989
Stock Plan amended and restated, and incorporated into one document, the
Incentive Stock Option Plan and the Non-Qualified Stock Option Plan, both
adopted by the Company on October 24, 1984 (collectively, the "1985 Stock
Plans").

SECTION 2. DEFINITIONS. For purposes of this Plan, the follow-
ing terms used herein shall have the following meanings, unless a different
meaning is clearly required by the context.

"AWARD" shall mean an award of the right to purchase Common Stock
granted under the provisions of Section 7 of the Plan.

"BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company.

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"COMMITTEE" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.

"COMMON STOCK" shall mean the Common Stock, $.01 par value, of
the Company.

"EMPLOYEE" shall mean (i) with respect to an ISO, any person
including an officer or director of the Company, who, at the time an ISO is
granted to such person hereunder, is employed on a full-time basis by the
Company or any Subsidiary of the Company, and (ii) with respect to a Non-
Qualified Option and/or an Award, any person employed by, or performing
services for, the Company or any Subsidiary of the Company, including,
without limitation, directors and officers.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

"ISO" shall mean an Option granted under the Plan which consti-
tutes and shall be treated as an "incentive stock option" as defined in
Section 422(b) of the Code.

"NON-EMPLOYEE DIRECTOR" shall mean any director who is a "Non-
Employee Director" within the meaning of Rule 16b-3 of the Exchange Act.

"NON-QUALIFIED OPTION" shall mean an Option granted to a Partici-
pant pursuant to the Plan which is intended to be, and qualifies as, a
"non-qualified stock option" as described in Treasury Regulation Section
1.83-7 and which shall not constitute or be treated as an ISO.

"OPTION" shall mean any ISO or Non-Qualified Option granted to a
Participant pursuant to this Plan.

"PARTICIPANT" shall mean any Employee (including a Non-Employee
Director) to whom an Award and/or an Option is granted under this Plan.

"PARENT OF THE COMPANY" shall have the meaning set forth in
Section 424(e) of the Code.

"SUBSIDIARY OF THE COMPANY" shall have the meaning set forth in
Section 424(f) of the Code.

SECTION 3. ELIGIBILITY. Awards and/or Options may be granted to
any Employee. The Board of Directors (or the Committee) shall have the
sole authority to select the persons to whom Awards and/or Options are to
be granted hereunder, and to determine whether a person is to be granted a
Non-Qualified Option, an ISO or an Award or any combination thereof. No
person shall have any right to participate in the Plan. Any person
selected by the Board of Directors (or the Committee) for participation
during any one period will not by virtue of such participation have the
right to be selected as a Participant for any other period.

SECTION 4. COMMON STOCK SUBJECT TO THE PLAN.

4.1 The total number of shares of Common Stock for which
Options and/or Awards may be granted under this Plan shall not exceed in
the aggregate eight million three hundred thousand (8,300,000) shares of
Common Stock, including shares of Common Stock reserved under the 1989
Stock Plan and the 1985 Stock Plans.

4.2 The shares of Common Stock that may be subject to Options
and/or Awards granted under this Plan may be either authorized and unissued
shares or shares reacquired at any time and now or hereafter held as
treasury stock as the Board of Directors may determine. In the event that
any outstanding Option or Award expires, is terminated or is forfeited for
any reason, the shares allocable to the unexercised portion of such Option
or Award may again be subject to an Option and/or Award granted under this
Plan, except that the shares allocable to the forfeited portion of any such
Award shall not again be subject to an Option and/or Award granted under
this Plan if the Participant received any of the benefits of ownership of
the Common Stock underlying the unexercised or forfeited portion of such
Award.

4.3. SPECIAL ISO LIMITATIONS.

(a) The aggregate fair market value (determined as of the date
an ISO is granted) of the shares of Common Stock with respect to which ISOs
are exercisable for the first time by an Employee during any calendar year
(under all Incentive Stock Option Plans of the Company or any Parent or
Subsidiary of the Company) shall not exceed $100,000.

(b) No ISO shall be granted to an Employee who, at the time the
ISO is granted, owns (actually or constructively under the provisions of
Section 424(d) of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any Parent
or Subsidiary of the Company, unless the option price is at least 110% of
the fair market value (determined as of the time the ISO is granted) of the
shares of Common Stock subject to the ISO and the ISO by its terms is not
exercisable more than five years from the date it is granted.

4.4. Notwithstanding any other provision of the Plan, the
provisions of Sections 4.3(a) and (b) shall not apply, nor shall they be
construed to apply, to any Non-Qualified Option or Award granted under the
Plan.

4.5. Notwithstanding any other provision of this Plan, no person
shall be granted Options and/or Awards for more than 1,500,000 shares of
Common Stock in any period of five fiscal years.

SECTION 5. ADMINISTRATION OF THE PLAN.

5.1 The Plan shall be administered by (i) the Board of Direc-
tors or (ii) by a committee of two or more directors (the "Committee"),
each of whom is a Non-Employee Director, established by the Board of
Directors. The Committee shall be appointed from time to time by, and
shall serve at the pleasure of, the Board of Directors.

5.2. (a) OPTIONS. The Board of Directors (or the Committee)
shall have the sole authority and discretion under this Plan (i) to select
the Participants who are to be granted Options hereunder; (ii) to designate
whether any Option to be granted hereunder is to be an ISO or a Non-
Qualified Option; (iii) to establish the number of shares of Common Stock
that may be issued under each Option; (iv) to determine the time and the
conditions subject to which Options may be exercised in whole or in part;
(v) to determine the form of the consideration that may be used to purchase
shares of Common Stock upon exercise of any Option (including the circum-
stances under which the Company's issued and outstanding shares of Common
Stock may be used by a Participant to exercise an Option); (vi) to impose
restrictions and/or conditions with respect to shares of Common Stock
acquired upon exercise of an Option; (vii) to determine the circumstances
under which shares of Common Stock acquired upon exercise of any Option may
be subject to repurchase by the Company; (viii) to determine the circum-
stances and conditions subject to which shares acquired upon exercise of an
Option may be sold or otherwise transferred, including, without limitation,
the circumstances and conditions subject to which a proposed sale of shares
of Common Stock acquired upon exercise of an Option may be subject to the
Company's right of first refusal (as well as the terms and conditions of
any such right of first refusal); (ix) to establish a vesting provision for
any Option relating to the time (or the circumstance) when the Option may
be exercised by a Participant, including vesting provisions which may be
contingent upon the Company meeting specified financial goals; (x) to
accelerate the time when outstanding Options may be exercised, PROVIDED,
HOWEVER, that any ISOs shall be "accelerated" within the meaning of Section
424(h) of the Code; and (xi) to establish any other terms, restrictions
and/or conditions applicable to any Option not inconsistent with the provi-
sions of this Plan.

(b) AWARDS. The Board of Directors (or the Committee) shall
have the sole authority and discretion under this Plan (i) to select the
Participants who are to be granted Awards hereunder; (ii) to determine the
amount to be paid by a Participant to acquire shares of Common Stock
pursuant to an Award, which amount may be equal to, more than or less than
100% of the fair market value of such shares on the date the Award is
granted (but in no event less than the par value of such shares); (iii) to
determine the time or times and the conditions subject to which Awards may
be made; (iv) to determine the time or times and the conditions subject to
which the shares of Common Stock subject to an Award are to become vested
and no longer subject to repurchase by the Company; (v) to establish
transfer restrictions and the terms and conditions on which any such
transfer restrictions with respect to an Award shall lapse; (vi) to
establish vesting provisions with respect to any shares of Common Stock
subject to an Award, including vesting provisions which may be contingent
upon the Company meeting specified financial goals; (vii) to determine the
circumstances under which shares of Common Stock acquired pursuant to an
Award may be subject to repurchase by the Company; (viii) to determine the
time or times and the conditions subject to which any shares of Common
Stock subject to an Award may be repurchased by the Company (as well as the
terms and conditions of any such repurchase); (ix) to determine the
circumstances and conditions subject to which a proposed sale of shares of
Common Stock subject to an Award may be subject to the Company's right of
first refusal (as well as the terms and conditions of any such right of
first refusal); (x) to determine the form of consideration that may be used
to purchase shares of Common Stock pursuant to an Award (including the
circumstances under which the Company's issued and outstanding shares of
Common Stock may be used by a Participant to purchase the Common Stock
subject to an Award); (xi) to accelerate the time at which any or all
restrictions imposed with respect to any shares of Common Stock subject to
an Award will lapse or otherwise remove any and all such restrictions; and
(xii) to establish any other terms, restrictions and/or conditions applica-
ble to any Award not inconsistent with the provisions of this Plan.

5.3. The Board of Directors (or the Committee) shall be autho-
rized to interpret the Plan and may, from time to time, adopt such rules
and regulations, not inconsistent with the provisions of the Plan, as it
may deem advisable to carry out the purpose of this Plan.

5.4. The interpretation and construction by the Board of Direc-
tors (or the Committee) of any provision of the Plan, any Option and/or
Award granted hereunder or any agreement evidencing any such Option and/or
Award shall be final and conclusive upon all parties.

5.5. Directors (or members of the Committee, if established) may
vote on any matter affecting the administration of the Plan or the granting
of Options or Awards under the Plan.

5.6. All expenses and liabilities incurred by the Board of
Directors (or the Committee) in the administration of the Plan shall be
borne by the Company. The Board of Directors (or the Committee) may employ
attorneys, consultants, accountants or other persons in connection with the
administration of the Plan. The Company, and its officers and directors,
shall be entitled to rely upon the advice, opinions or valuations of any
such persons. No member of the Board of Directors (or the Committee) shall
be liable for any action, determination or interpretation taken or made in
good faith with respect to the Plan or any Option and/or Award granted
hereunder.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

6.1. ISOS. The terms and conditions of each ISO granted under
the Plan shall be specified by the Board of Directors (or the Committee)
and shall be set forth in an ISO agreement between the Company and the
Participant in such form as the Board of Directors (or the Committee) shall
approve. The terms and conditions of each ISO shall be such that each ISO
issued hereunder shall constitute and shall be treated as an "incentive
stock option" as defined in Section 422 of the Code. The terms and
conditions of any ISO granted hereunder need not be identical to those of
any other ISO granted hereunder.

The terms and conditions of each ISO shall include the following:

(a) The option price shall be fixed by the Board of Directors
(or the Committee) but shall in no event be less than 100% (or 110% in
the case of an Employee referred to in Section 4.3(b) hereof) of the
fair market value of the shares of Common Stock subject to the ISO on
the date the ISO is granted. For purposes of this Plan, the fair
market value per share of Common Stock as of any day shall mean the
average of the closing prices of sales of shares of Common Stock on
all national securities exchanges on which the Common Stock may at the
time be listed or, if there shall have been no sales on any such day,
the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day the Common Stock
shall not be so listed, the average of the representative bid and
asked prices quoted in the NASDAQ system as of the 3:30 p.m., New York
time, on such day, or, if on any day the Common Stock shall not be
quoted in the NASDAQ system, the average of the high and low bid and
asked prices on such day in the over-the-counter market as reported by
National Quotation Bureau Incorporated, or any similar successor
organization. If at any time the Common Stock is not listed on any
national securities exchange or quoted in the NASDAQ system or the
over-the-counter market, the fair market value of the shares of Common
Stock subject to an Option on the date the ISO is granted shall be the
fair market value thereof determined in good faith by the Board of
Directors (or the Committee).

(b) ISOs, by their terms, shall not be transferable otherwise
than by will or the laws of descent and distribution, and, during an
Optionee's lifetime, an ISO shall be exercisable only by the Optionee.

(c) The Board of Directors (or the Committee) shall fix the
term of all ISOs granted pursuant to the Plan (including the date on
which such ISO shall expire and terminate), PROVIDED, HOWEVER, that
such term shall in no event exceed ten years from the date on which
such ISO is granted (or, in the case of an ISO granted to an Employee
referred to in Section 4.3(b) hereof, such term shall in no event
exceed five years from the date on which such ISO is granted). Each
ISO shall be exercisable in such amount or amounts, under such condi-
tions and at such times or intervals or in such installments as shall
be determined by the Board of Directors (or the Committee) in its sole
discretion.

(d) In the event that the Company or any Parent or Subsidiary
of the Company is required to withhold any Federal, state or local
taxes in respect of any compensation income realized by the Partici-
pant as a result of any "disqualifying disposition" of any shares of
Common Stock acquired upon exercise of an ISO granted hereunder, the
Company shall deduct from any payments of any kind otherwise due to
such Participant the aggregate amount of such Federal, state or local
taxes required to be so withheld or, if such payments are insufficient
to satisfy such Federal, state or local taxes, such Participant will
be required to pay to the Company, or make other arrangements satis-
factory to the Company regarding payment to the Company of, the aggre-
gate amount of any such taxes. A Participant may use issued and
outstanding Common Stock for the payment of taxes. All matters with
respect to the total amount of taxes to be withheld in respect of any
such compensation income shall be determined by the Board of Directors
in its sole discretion.

(e) In the sole discretion of the Board of Directors (or the
Committee), the terms and conditions of any ISO may (but need not)
include any of the following provisions:

(i) In the event a Participant shall cease to be employed
by the Company or any Parent or Subsidiary of the Company on a
full-time basis for any reason other than as a result of his
death or "disability" (within the meaning of Section 22(e)(3) of
the Code), the unexercised portion of any ISO held by such
Participant at that time may only be exercised within one month
after the date on which the Participant ceased to be so employed,
and only to the extent that the Participant could have otherwise
exercised such ISO as of the date on which he ceased to be so
employed.

(ii) In the event a Participant shall cease to be employed
by the Company or any Parent or Subsidiary of the Company on a
full-time basis by reason of his "disability" (within the meaning
of Section 22(e)(3) of the Code), the unexercised portion of any
ISO held by such Participant at that time may only be exercised
within one year after the date on which the Participant ceased to
be so employed, and only to the extent that the Optionee could
have otherwise exercised such ISO as of the date on which he
ceased to be so employed.

(iii) In the event a Participant shall die while in the
full-time employ of the Company or a Parent or Subsidiary of the
Company (or within a period of one month after ceasing to be an
Employee for any reason other than such "disability" or within a
period of one year after ceasing to be an Employee by reason of
such "disability"), the unexercised portion of any ISO held by
such Participant at the time of his death may only be exercised
within one year after the date of such Participant's death, and
only to the extent that the Participant could have otherwise
exercised such ISO at the time of his death. In such event, such
ISO may be exercised by the executor or administrator of the
Participant's estate or by any person or persons who shall have
acquired the ISO directly from the Participant by bequest or
inheritance.

6.2. NON-QUALIFIED OPTIONS. Except as otherwise provided in
Section 8, the terms and conditions of each Non-Qualified Option granted
under the Plan shall be specified by the Board of Directors (or the Commit-
tee), in its sole discretion, and shall be set forth in a written option
agreement between the Company and the Participant in such form as the Board
of Directors (or the Committee) shall approve. The terms and conditions of
each Option will be such that each Option issued hereunder shall not
constitute or be treated as an "incentive stock option", as defined in
Section 422 of the Code, and will be a "non-qualified stock option" for
Federal income tax purposes. The terms and conditions of any Option
granted hereunder need not be identical to those of any other Option
granted hereunder.

The terms and conditions of each Non-Qualified Option Agreement
shall include the following:

(a) The option (exercise) price shall be fixed by the Board of
Directors (or the Committee) and may be equal to more than or less
than 100% of the fair market value of the shares of Common Stock
subject to the Non-Qualified Option on the date such Non-Qualified
Option is granted.

(b) The Board of Directors (or the Committee) shall fix the
term of all Non-Qualified Options granted pursuant to the Plan (in-
cluding the date on which such Non-Qualified Option shall expire and
terminate). Such term may be more than ten years from the date on
which such Non-Qualified Option is granted. Each Non-Qualified Option
shall be exercisable in such amount or amounts, under such conditions
and at such times or intervals or in such installments as shall be
determined by the Board of Directors (or the Committee) in its sole
discretion.

(c) Non-Qualified Options shall not be transferable otherwise
than by will or the laws of descent and distribution, and during a
Participant's lifetime a Non-Qualified Option shall be exercisable
only by the Participant.

(d) In the event that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income
realized by the Participant in respect of a Non-Qualified Option
granted hereunder or in respect of any shares of Common Stock acquired
upon exercise of a Non-Qualified Option, the Company shall deduct from
any payments of any kind otherwise due to such Participant the aggre-
gate amount of such Federal, state or local taxes required to be so
withheld or, if such payments are insufficient to satisfy such Feder-
al, state or local taxes, or if no such payments are due or to become
due to such Participant then such Participant will be required to pay
to the Company, or make other arrangements satisfactory to the Company
regarding payment to the Company of, the aggregate amount of any such
taxes. All matters with respect to the total amount of taxes to be
withheld in respect of any such compensation income shall be deter-
mined by the Board of Directors in its sole discretion.

SECTION 7. TERMS AND CONDITIONS OF AWARDS.

The terms and conditions of each Award granted under the Plan
shall be specified by the Board of Directors (or the Committee), in its
sole discretion, and shall be set forth in a written agreement between the
Participant and the Company, in such form as the Board of Directors (or the
Committee) shall approve. The terms and provisions of any Award granted
hereunder need not be identical to those of any other Award granted hereun-
der.

The terms and conditions of each Award shall include the follow-
ing:

(a) The amount to be paid by a Participant to acquire the
shares of Common Stock pursuant to an Award shall be fixed by the
Board of Directors (or the Committee) and may be equal to more than or
less than 100% of the fair market value of the shares of Common Stock
subject to the Award on the date the Award is granted.

(b) Each Award shall contain such vesting provisions, such
transfer restrictions and such other restrictions and conditions as
the Board of Directors (or the Committee), in its sole discretion, may
determine, including, without limitation, the circumstances under
which the Company shall have the right and option to repurchase shares
of Common Stock acquired pursuant to an Award.

(c) Stock certificates representing Common Stock acquired
pursuant to an Award shall bear a legend referring to the restrictions
imposed on such Stock and such other matters as the Board of Directors
may determine.

(d) In the event that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income
realized by the Participant in respect of an Award granted hereunder,
or in respect of any shares acquired pursuant to an Award, or in
respect of the vesting of any such shares of Common Stock, then the
Company shall deduct from any payments of any kind otherwise due to
such Participant the aggregate amount of such Federal, state or local
taxes required to be so withheld, or, if such payments are insuffi-
cient to satisfy such Federal, state or local taxes, or if no such
payments are due or become due to such Participant, then such Partici-
pant will be required to pay to the Company, or make other arrange-
ments satisfactory to the Company regarding payment to the Company of,
the aggregate amount of any such taxes. All matters with respect to
the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Board of Directors in
its sole discretion.

SECTION 8. NON-EMPLOYEE DIRECTOR STOCK OPTIONS.

(a) On the third business day following approval of this Plan
by the stockholders of the Company at the 1997 Annual Meeting of Stockhold-
ers, each Non-Employee Director then serving as such (including but not
limited to Non-Employee Directors elected or re-elected at such meeting)
shall automatically, and without further action by the Board of Directors
or the Committee, be granted (i) a Non-Qualified Option to purchase 5,000
shares of Common Stock, and (ii) a Non-Qualified Option to purchase a
number of shares of the Common Stock equal to the product of (x) 5,000 and
(y) a fraction, the numerator of which is the number of years remaining in
such Non-Employee Director's then-current term as a director (counting as
the first year the year commencing immediately after the 1997 Annual
Meeting of Stockholders), and the denominator of which is three;

(b) On the third business day following his or her first
appointment or election as a director of the Company, each person who
becomes a Non-Employee Director shall automatically, and without further
action by the Board of Directors or the Committee, be granted (i) a Non-
Qualified Option to purchase 5,000 shares of Common Stock and (ii) a Non-
Qualified Option to purchase a number of shares of the Common Stock equal
to the product of (x) 5,000 and (y) a fraction, the numerator of which is
the number of years or partial years remaining in the term to which such
Non-Employee Director was appointed or elected, and the denominator of
which is three;

(c) On the third business day following the 1998 annual meeting
of the stockholders of the Company and each Annual Meeting of Stockholders
thereafter at which a Non-Employee Director is re-elected as a member of
the Board of Directors, such Non-Employee Director shall automatically, and
without further action by the Board of Directors or the Committee, be
granted a Non-Qualified Option to purchase 5,000 shares of Common Stock;

(d) Notwithstanding the provisions of Subsections 6.2 (a) and
(b) hereof, the terms and conditions of each Non-Qualified Option granted
pursuant to this Section 8 shall be as follows:

(i) Each such Non-Qualified Option shall have an option
price equal to 100% of the fair market value of the shares of Common
Stock subject to such Non-Qualified Option on the date such Non-
Qualified Option is granted.

(ii) Subject to the provisions of Subsection (d) below, the
term of each such Non-Qualified Option shall be ten years from the
date on which such Non-Qualified Option is granted.

(iii) Each Non-Employee Director will become entitled to
exercise (x) each Non-Qualified Option granted pursuant to clause
(a)(i) or (b)(i) hereof commencing six months after the date of grant,
(y) each Non-Qualified Option granted pursuant to clause (c) hereof
with respect to one-third (1/3) of the shares of Common Stock subject
thereto on the first, second and third anniversaries of the grant
thereof, and (z) each Option granted pursuant to clause (a)(ii) or
(b)(ii) hereof shall become exercisable ratably over the remaining
directorship term during which such Non-Qualified Option was granted,
on the date of each Annual Meeting of Stockholders following such
grant, but in any event not before the expiration of six months from
the date of grant.

(iv) In the event that the Company is required to withhold
any Federal, state or local taxes in respect of any compensation
income realized by the Non-Employee Director in respect of a Non-
Qualified Option granted hereunder or in respect of any shares of
Common Stock acquired upon exercise of any such Non-Qualified Option,
the Company shall deduct from any payments of any kind otherwise due
to such Non-Employee Director the aggregate amount of such Federal,
state or local taxes required to be so withheld or, if such payments
are insufficient to satisfy such Federal, state or local taxes, or if
no such payments are due or to become due to such Non-Employee Direc-
tor, then such Non-Employee Director will be required to pay to the
Company, or make other arrangements satisfactory to the Company
regarding payment to the Company of, the aggregate amount of any such
taxes. All matters with respect to the total amount of taxes to be
withheld in respect of any such compensation income shall be deter-
mined by the Board of Directors in its sole discretion.

(e) In the determination of the Board of Directors, exercised
in its sole discretion (the Non-Employee Directors abstaining from partici-
pation in any such determination), the terms and conditions of any Non-
Qualified Option granted to Non-Employee Directors shall include the
following provisions:

(i) In the event a Non-Employee Director shall cease to
serve as a director of the Company or any Parent or Subsidiary of
the Company for any reason other than as a result of his death or
"disability" (within the meaning of Section 22(e)(3) of the
Code), the unexercised portion of any Non-Qualified Option held
by such Non-Employee Director at that time may only be exercised
within one month after the date on which such Non-Employee
Director ceased to serve as a director of the Company or any
Parent or Subsidiary of the Company, and only to the extent that
such Non-Employee Director could have otherwise exercised such
Non-Qualified Option as of the date on which he ceased to serve
as such.

(ii) In the event a Non-Employee Director shall cease to
serve as a director of the Company or any Parent or Subsidiary of
the Company by reason of his "disability" (within the meaning of
Section 22(e)(3) of the Code), the unexercised portion of any
Non-Qualified Option held by such Non-Employee Director at that
time may only be exercised within one year after the date on
which the Non-Employee Director ceased to serve as such, and only
to the extent that the Non-Employee Director could have otherwise
exercised such Non-Qualified Option as of the date on which he
ceased to be so employed.

(iii) In the event a Non-Employee Director shall die while
serving as a Non-Employee Director of the Company or any Parent
or Subsidiary of the Company (or within a period of one month
after ceasing to serve as such for any reason other than such
"disability" or within a period of one year after ceasing to be
an Employee by reason of such "disability"), the unexercised
portion of any Non-Qualified Option held by such Non-Employee
Director at the time of his death may only be exercised within
one year after the date of such Non-Employee Director's death,
and only to the extent that such Non-Employee Director could have
otherwise exercised such Non-Qualified Option at the time of his
or her death. In such event, such Non-Qualified Option may be
exercised by the executor or administrator of the Non-Employee
Director's estate or by any person or persons who shall have
acquired such Non-Qualified Option directly from such Non-Employ-
ee Director by bequest or inheritance.

(iv) Such Non-Qualified Options shall not be transferable
otherwise than by will or the laws of descent and distribution,
and during a Non-Employee Director's lifetime such Non-Qualified
Option shall be exercisable only by such Non-Employee Director.

(f) All Non-Qualified Options granted to a Non-Executive Direc-
tor shall be confirmed by an agreement between the Company and such
grantee.

(g) Notwithstanding the appointment of a Committee to adminis-
ter the Plan, all administrative, interpretive and discretionary powers
with respect to the Non-Qualified Options granted pursuant to this Section
8 shall be exercised by the Board of Directors (the Non-Employee Directors
abstaining).

SECTION 9. ADJUSTMENTS. In the event that, after the adoption
of the Plan by the Board of Directors, the outstanding shares of the
Company's Common Stock shall be increased or decreased or changed into or
exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation through reorganization,
merger or consolidation, recapitalization, reclassification, stock split,
split-up, combination or exchange of shares or declaration of any dividends
payable in Common Stock or other corporate transaction, the Board of
Directors shall appropriately adjust (i) the number of shares of Common
Stock (and the option price per share) subject to the unexercised portion
of any outstanding Option (to the nearest possible full share), PROVIDED,
HOWEVER, that the limitations of Section 424 of the Code shall apply with
respect to adjustments made to ISOs; (ii) the number of shares of Common
Stock to be acquired pursuant to an Award; and (iii) the number of shares
of Common Stock for which Options and/or Awards may be granted under this
Plan, as set forth in Sections 4.1 and 4.5 hereof, and such adjustments
shall be effective and binding for all purposes of this Plan.

SECTION 10. EFFECT OF THE PLAN ON EMPLOYMENT RELATIONSHIP.

Neither this Plan nor any Option and/or Award granted hereunder
to a Participant shall be construed as conferring upon such Participant any
right to continue in the employ of the Company or the service of the
Company or any Subsidiary, as the case may be, or limit in any respect the
right of the Company or any Subsidiary to terminate such Participant's
employment or other relationship with the Company or any Subsidiary, as the
case may be, at any time.

SECTION 11. AMENDMENT OF THE PLAN. The Board of Directors may
amend the Plan from time to time as it deems desirable; PROVIDED, HOWEVER,
that, without the approval of the holders of a majority of the shares of
Common Stock present or represented and entitled to vote thereon at a
meeting of stockholders, the Board of Directors may not amend the Plan (i)
to increase (except for increases due to adjustments in accordance with
Section 9 hereof) the aggregate number of shares of Common Stock for which
Options and/or Awards may be granted hereunder, (ii) to decrease the
minimum exercise price specified by the Plan in respect of ISOs, or (iii)
to change the class of Employees eligible to receive ISOs under the Plan.
Notwithstanding the foregoing, if stockholder approval is required in order
to comply with (a) Section 422 of the Code in respect of ISOs, or (b) rules
promulgated under Section 16(b) of the Exchange Act, the Board of Directors
may not amend the Plan without stockholder approval.

SECTION 11. TERMINATION OF THE PLAN. The Board of Directors may
terminate the Plan at any time. Unless the Plan shall theretofore have
been terminated by the Board of Directors, the Plan shall terminate on May
3, 1999. No Option and/or Award may be granted hereunder after termination
of the Plan. The termination or amendment of the Plan shall not alter or
impair any rights or obligations under any Option and/or Award theretofore
granted under the Plan.

SECTION 12. EFFECTIVE DATE OF THE PLAN. This 1996 Amended and
Restated Stock Option and Restricted Stock Plan, and any amendments thereof
requiring stockholder approval, shall become effective as of the date on
which the Plan is approved by affirmative vote of the holders of a majority
of the shares of Common Stock present or represented and entitled to vote
at a meeting of stockholders of the Company at which the approval of the
Plan (or of any such amendment) is considered.
<PAGE>
<PAGE #> Exhibit 10.2

KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
SALESFORCE BONUS PLAN

Section 1. PURPOSE. The purpose of the King World Productions,
Inc. and Subsidiaries Salesforce Bonus Plan (the "Plan"), is to provide a
means of rewarding selected salesforce employees of King World Productions,
Inc., a Delaware corporation (the "Company"), or any Subsidiary thereof,
for their services to the Company and motivating their future sales efforts
on behalf the Company by awarding bonuses in the form of cash bonuses
and/or equity-based bonuses. By rewarding superior performance and
providing equity incentives for future performance, the Company seeks to
attract, retain and motivate such salesforce employees and to encourage
such employees to devote their best efforts to the business and financial
success of the Company. Under the Plan, the Board of Directors shall make
available a sum of cash and equity incentives in the form of Non-Qualified
Stock Options, which shall be awarded to Eligible Salespersons selected by
the Company's Chairman of the Board and head of its salesforce, in accor-
dance with the terms and provisions of the Plan. At any time or from time
to time, the Board of Directors may amend the Plan to augment or modify the
types of cash and/or equity-based bonuses available for grant or award
under the Plan, or may change the manner in which the Plan is administered,
PROVIDED, HOWEVER, that no such amendment may adversely affect the rights
of any Participant to benefits previously awarded.

Section 2. DEFINITIONS. For purposes of the Plan, the following
terms shall have the following meanings, unless a different meaning is
clearly required by the context:

2.1. "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Company.

2.2. "BONUS AWARD" shall mean of a Cash Bonus Award and/or an
Equity Bonus Award.

2.3. "CASH BONUS AWARD" shall mean a bonus under the Plan
payable in cash to an Eligible Employee.

2.4. "CHAIRMAN" shall mean the Company's Chairman of the Board
and head of its salesforce.

2.5. "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

2.6. "COMMON STOCK" shall mean the Common Stock, $.01 par value,
of the Company.

2.7. "ELIGIBLE EMPLOYEE" shall mean any person employed by, or
performing services for, the sales department of the Company or any
Subsidiary of the Company, on a full-time basis, but excluding directors,
officers (as defined in Rule 16a-1(f) under the Exchange Act) and any
person determined by the Company to be covered by Item 402 of regulation S-
K promulgated by the Securities and Exchange Commission. The Chairman
shall not be an Eligible Employee.

2.8. "EQUITY BONUS AWARD" shall mean a Non-Qualified Stock
Option granted to an Eligible Employee under the Plan.

2.9. "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

2.10. "FAIR MARKET VALUE" of the Common Stock, as of any date,
shall mean the closing price of the Common Stock on the New York Stock
Exchange on such date.

2.11. "GRANT DATE" shall mean the date on which a Bonus Award was
granted, or if the date on which a Bonus Award is granted is not a business
day, the last business day before the date on which such Bonus Award was
granted.

2.12. "NON-QUALIFIED STOCK OPTION" shall mean an option to
purchase shares of Common Stock granted to an Eligible Employee pursuant to
the Plan that is intended to be, and qualifies as, a "non-qualified stock
option" as described in Treasury Regulation Section 1.83-7 or any successor
regulation thereto and that shall not constitute or be treated as an
"incentive stock option" as defined in Section 422(b) of the Code.

2.13. "PARENT" of the Company shall have the meaning set forth in
Section 424(e) of the Code.

2.14. "PARTICIPANT" shall mean any Eligible Employee to whom a
Bonus Award is granted under the Plan.

2.15. "SUBSIDIARY" of the Company shall have the meaning set
forth in Section 424(f) of the Code.

Section 3. ELIGIBILITY. Bonus Awards may be made to any
Eligible Employee. The Chairman shall have the authority to select the
Eligible Employees to whom Bonus Awards are to be granted hereunder. No
person shall have any right to participate in the Plan. Any person
selected by the Chairman for participation during any one period will not
by virtue of such participation have the right to be selected as a Partici-
pant for any other period.

Section 4. AMOUNTS TO BE AWARDED UNDER THE PLAN.

4.1. CASH BONUS AWARDS. The aggregate amount of Cash Bonus
Awards that may be granted under the Plan with respect to any fiscal year
shall not exceed the amount reserved therefore by resolution of the Board
of Directors.

4.2. EQUITY BONUS AWARDS. (a) The total number of shares of
Common Stock for which Equity Bonus awards may be granted under the Plan
shall not exceed in the aggregate five hundred thousand (500,000) shares of
Common Stock (subject to adjustment as provided in Section 7 hereof).

(b) The shares of Common Stock that may be subject to Equity
Bonus Awards granted under the Plan may be either authorized and unissued
shares or shares reacquired at any time and now or hereafter held as
treasury stock as the Board of Directors may determine. In the event that
any outstanding Equity Bonus Award expires or is terminated for any reason,
the shares allocable to the unexercised portion of such Equity Bonus Award
may again be subject to an Equity Bonus Award granted under the Plan.

Section 5. ADMINISTRATION OF THE PLAN.

5.1. ADMINISTRATION. The Plan shall be administered by the
Chairman and the Board of Directors, in the manner provided herein.

5.2. GRANT OF BONUS AWARDS. (a) The Chairman shall have the
sole authority and discretion under the Plan (subject to the aggregate
amounts of cash and Common Stock set aside or reserved pursuant to Section
4 hereof) (i) to select the Eligible Employees who are to be granted Bonus
Awards hereunder; and (ii) to establish the amount of each Cash Bonus Award
and the number of shares of Common Stock that shall be subject to each
Equity Bonus Award.

(b) The Board of Directors shall have the sole authority and
discretion under the Plan (i) to place any restrictions or conditions
(including without limitation the achievement of specific performance goals
or standards) upon the payment of any Cash Bonus Award or the exercise of
Equity Bonus Awards (in addition to those specified in Section 6), or to
waive any terms, restrictions and/or conditions included in any Equity
Bonus Award (including those contained in Section 6); (ii) to determine the
amount and the form of any non-cash consideration that may be used to
purchase shares of Common Stock upon exercise of any Equity Bonus Award
(including, without limitation, the circumstances under which issued and
outstanding shares of Common Stock owned by a Participant may be used by
the Participant to exercise an Equity Bonus Award); (iii) to impose
restrictions and/or conditions with respect to shares of Common Stock
acquired upon exercise of an Equity Bonus Award; (iv) to determine the
circumstances under which shares of Common Stock acquired upon exercise of
any Equity Bonus Award may be subject to repurchase by the Company; (v) to
determine the circumstances and conditions subject to which shares acquired
upon exercise of an Equity Bonus Award may be sold or otherwise trans-
ferred, including, without limitation, the circumstances and conditions
subject to which a proposed sale of shares of Common Stock acquired upon
exercise of an Equity Bonus Award may be subject to the Company's right of
first refusal (as well as the terms and conditions of any such right of
first refusal); (vi) to accelerate the time when outstanding Equity Bonus
Awards may be exercised; and (vii) to establish any other terms, restric-
tions and/or conditions applicable to any Equity Bonus Award not inconsis-
tent with the provisions of the Plan.

5.3. INTERPRETATION. The Board of Directors shall be authorized
to interpret the Plan and may, from time to time, adopt such rules and
regulations, not inconsistent with the provisions of the Plan, as it may
deem advisable to carry out the purposes of the Plan.

5.4. FINALITY. The interpretation and construction by the Board
of Directors of any provision of the Plan, any Bonus Award granted hereun-
der or any agreement evidencing any such Bonus Award shall be final and
conclusive upon all parties.

5.5. EXPENSES, ETC. All expenses and liabilities incurred by
the Board of Directors or the Chairman in the administration of the Plan
shall be borne by the Company. The Board of Directors and the Chairman may
employ attorneys, consultants, accountants or other persons in connection
with the administration of the Plan. The Company, and its officers and
directors, shall be entitled to rely upon the advice, opinions or valua-
tions of any such persons. No member of the Board of Directors or the
Chairman shall be liable for any action, determination or interpretation
taken or made in good faith with respect to the Plan or any Bonus Award
granted hereunder.

Section 6. TERMS AND CONDITIONS OF EQUITY BONUS AWARDS. The
terms and conditions of each Equity Bonus Award granted under the Plan
shall be set forth in a written option agreement between the Company and
the Participant in the form attached hereto as Exhibit A (each, an "Equity
Bonus Award Agreement"). The terms and conditions of each Equity Bonus
Award will be such (and each Equity Bonus Award Agreement shall expressly
so state) that each Equity Bonus Award issued hereunder shall not consti-
tute nor be treated as an "incentive stock option" as defined in Section
422(b) of the Code, but will be a "non-qualified stock option" for Federal,
state and local income tax purposes. The terms and conditions of any
Equity Bonus Award granted hereunder need not be identical to those of any
other Equity Bonus Award granted hereunder.

The terms and conditions of each Equity Bonus Award Agreement
shall include the following:

(a) The option (exercise) price equal to 100% of the fair
market value of the shares of Common Stock subject to the Equity Bonus
Award on the date such Equity Bonus Award is granted.

(b) The right to exercise each Equity Bonus Award will vest at
the rate of 20% on each of the first three anniversaries, and 40% on the
fifth anniversary, of the Grant Date of such Equity Bonus Award. To the
extent vested, the holder shall have the right to exercise a Equity Bonus
Award, in whole or part, at any time or from time to time, until such right
has terminated pursuant to paragraphs (c) through (f) below.

(c) Each Equity Bonus Awards granted pursuant to the Plan shall
expire and terminate not later than ten years from the date on which such
Equity Bonus Award is granted.

(d) If the holder of an Equity Bonus Award ceases to be em-
ployed on a full-time basis by the Company or any Parent or Subsidiary of
the Company for any reason other than his or her death or "disability"
(within the meaning of Section 22(e)(3) of the Code), such holder will have
the right to exercise the unexercised portion of the Equity Bonus Award
only within the one-month period following the date on which he or she
ceased to be employed, and only to the extent that he or she was entitled
to exercise such unexercised portion of this Equity Bonus Award on the date
his or her employment ceased.

(e) If the holder of an Equity Bonus Award ceases to be em-
ployed on a full-time basis by the Company or any Parent or Subsidiary of
the Company by reason of his or her "disability" (as so defined), such
holder will have the right to exercise the unexercised portion of the
Equity Bonus Award within one year after the date he or she cease to so be
employed, and only to the extent that he or she was entitled to exercise
this Equity Bonus Award on the date he or she ceased to so be employed by
reason of such disability and had not previously done so.

(f) If the holder of an Equity Bonus Award dies while employed
on a full-time basis by the Company or any Parent or Subsidiary of the
Company (or within a period of one month after ceasing to be employed on a
full-time basis by the Company or any Parent or Subsidiary of the Company
for any reason other than his or her "disability," or within the period of
one year after ceasing to be employed on a full-time basis by the Company
or any Parent or Subsidiary of the Company by reason of such "disability"),
this Equity Bonus Award may only be exercised within one year after your
death. In such event, this Equity Bonus Award may be exercised during such
one year period by the executor or administrator of your estate or by any
person who shall have acquired the Equity Bonus Award through bequest or
inheritance, but only to the same extent that you were entitled to exercise
this Equity Bonus Award immediately prior to the time of your death and had
not previously done so.

(g) Equity Bonus Awards shall not be transferable otherwise than
by will or the laws of descent and distribution, and during a Participant's
lifetime a Equity Bonus Award shall be exercisable only by the Participant.

(h) To the extent that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income
realized by any Participant in respect of a Equity Bonus Award granted
hereunder or in respect of any shares of Common Stock acquired upon
exercise of a Equity Bonus Award, the Company shall deduct from any
payments of any kind otherwise due to such Participant the aggregate amount
of such Federal, state or local taxes required to be so withheld or, if
such payments are insufficient to satisfy such Federal, state or local
taxes, or if no such payments are due or to become due to such Participant,
then, such Participant will be required to pay to the Company, or make
other arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes. All matters with
respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Board of Directors, in its
sole discretion.

Section 7. ADJUSTMENTS. In the event that, after the adoption
of the Plan by the Board of Directors, the outstanding shares of the
Company's Common Stock shall be increased or decreased or changed into or
exchanged for a different number or kind of shares of stock or other
securities of the Company or of another entity through reorganization,
merger or consolidation, recapitalization, reclassification, stock split,
split-up, combination or exchange of shares or declaration of any dividends
payable in Common Stock, the Board of Directors shall appropriately adjust
(i) the number of shares of Common Stock (and the option price per share)
subject to the unexercised portion of any outstanding Equity Bonus Award
(to the nearest possible full share) and (ii) the number of shares of
Common Stock for which Equity Bonus Awards may be granted under the Plan,
as set forth in Section 4.2 hereof, and such adjustments shall be effective
and binding for all purposes of the Plan.

Section 8. EFFECT OF THE PLAN ON EMPLOYMENT RELATIONSHIP.
Neither the Plan nor any Bonus Award granted hereunder to a Participant
shall be construed as conferring upon such Participant any right to
continue in the employ of (or otherwise provide services to) the Company or
any Subsidiary thereof, or limit in any respect the right of the Company or
any Subsidiary thereof to terminate such Participant's employment or other
relationship with the Company or any Subsidiary, as the case may be, at any
time.

Section 9. CODE SECTION 162(m). In the event that Section
162(m) of the Code, or any successor provision relating to excessive
employee remuneration, would operate to disallow a deduction by the Company
for all or part of any Bonus Award under the Plan, the Board, in its sole
discretion, may delay the exercise of an Equity Bonus Award and/or the
granting of a Cash Bonus Award until the next succeeding year or years in
which the Participant's remuneration does not exceed or is not subject to
the limit set forth in such provision of the Code.

Section 10. WITHHOLDING. The Company may withhold from such
Cash Bonus Award or Equity Bonus Award any amount necessary to satisfy
federal, state and local withholding requirements with respect to such
Bonus Awards. In the case of an Equity Bonus Award, such withholding may
be satisfied, at the Company's option, either by cash or the Company's
withholding of shares of Common Stock.

Section 11. AMENDMENT OF THE PLAN. The Board of Directors may
amend the Plan from time to time as it deems desirable.

Section 12. TERMINATION OF THE PLAN. The Board of Directors may
terminate the Plan at any time. Unless the Plan shall theretofore have
been terminated by the Board of Directors, the Plan shall terminate on
December 6, 2006, ten years after the date of its adoption by the Board of
Directors. No Bonus Award may be granted hereunder after termination of
the Plan. The termination or amendment of the Plan shall not alter or
impair any rights or obligations under any Bonus Award theretofore granted
under the Plan.

Section 13. EFFECTIVE DATE OF THE PLAN. The Plan shall be effective
as of December 6, 1996.

* * * * *
<PAGE>
<PAGE #> FORM OF STOCK EQUITY BONUS AWARD AGREEMENT

King World Productions, Inc.
____________________________

Equity Bonus Award Agreement
____________________________

[Date]

Employee/Equity Bonus Awardee:

Number of shares of
Common Stock subject
to this Agreement:

Pursuant to the King World Productions, Inc. and Its Subsidiaries
Salesforce Bonus Plan (the "Plan"), the Board of Directors of King World
Productions, Inc. (the "Company") has granted to you on this date an option
to purchase the number of shares of the Company's Common Stock, $.01 par
value ("Common Stock"), set forth above (the "Equity Bonus Award"). Such
number of shares (as such may be adjusted pursuant to the Plan, is herein
referred to as the "Equity Bonus Award Shares"). The terms and conditions
of the Equity Bonus Award are set out below.

The Equity Bonus Award will be treated as and shall constitute an
"non-qualified stock option" for Federal income tax purposes. The Equity
Bonus Award will not constitute or be treated either by you or by the
Company as an "incentive stock option" as defined under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

1. DATE OF GRANT. The Equity Bonus Award is granted to you on
[ ].

2. TERMINATION OF EQUITY BONUS AWARD. Your right to exercise
the Equity Bonus Award (and to purchase the Equity Bonus Award Shares)
shall expire and terminate in all events on the earlier of (i) [
] or (ii) the date provided in Section 6 below in the event you cease
to be employed on a full-time basis by the Company or any Subsidiary of the
Company (as defined in the Plan). The Company and the Subsidiaries of the
Company are herein collectively referred to as the "King World Productions
Group Companies."

3. EQUITY BONUS AWARD PRICE. The purchase price to be paid
upon the exercise of the Equity Bonus Award will be $[ ] per share.

4. VESTING PROVISIONS -- ENTITLEMENT TO EXERCISE THE EQUITY
BONUS AWARD AND PURCHASE EQUITY BONUS AWARD SHARES. Subject to the
provisions of Section 6 below, you will become entitled to exercise the
Equity Bonus Award with respect to xx [ ] of the Equity Bonus Award
Shares beginning on [ ] [and with respect to [
] of the Equity Bonus Award Shares beginning on [ ]].

5. EXERCISE OF EQUITY BONUS AWARD. To exercise the Equity
Bonus Award, you must deliver a completed copy of the attached Equity Bonus
Award Exercise Form to the address indicated on the Form, specifying the
number of Equity Bonus Award Shares being purchased as a result of such
exercise, together with payment of the full option price for the Equity
Bonus Award Shares being purchased. Payment of the option price must be
made in cash.

6. TERMINATION OF EMPLOYMENT. (i) If you cease to be employed
on a full-time basis by any King World Group Company for any reason other
than your death or "disability" (within the meaning of Section 22(e)(3) of
the Code), you will have the right to exercise the unexercised portion of
the Equity Bonus Award only within the one-month period following the date
on which you ceased to be employed, and only to the extent that you were
entitled to exercise such unexercised portion of this Equity Bonus Award on
the date your employment ceased.

(j) If you cease to be employed on a full-time basis by any
King World Group Company by reason of your "disability" (as so de-
fined), this Equity Bonus Award may be exercised within one year after
the date you cease to so be employed, and only to the extent that you
were entitled to exercise this Equity Bonus Award on the date you
ceased to so be employed by reason of such disability and had not
previously done so.

(k) If you die while employed on a full-time basis by any
King World Group Company (or within a period of one month after
ceasing to be employed on a full-time basis by any King World Group
Company for any reason other than your "disability," or within the
period of one year after ceasing to be employed on a full-time basis
by any King World Group Company by reason of such "disability"), this
Equity Bonus Award may only be exercised within one year after your
death. In such event, this Equity Bonus Award may be exercised
during such one year period by the executor or administrator of your
estate or by any person who shall have acquired the Equity Bonus Award
through bequest or inheritance, but only to the same extent that you
were entitled to exercise this Equity Bonus Award immediately prior to
the time of your death and had not previously done so.

(l) Notwithstanding any provision contained in this Section
6 to the contrary, in no event may this Equity Bonus Award be exer-
cised to any extent by anyone after [ ].

7. REPRESENTATIONS. You represent and warrant to the Company
as follows:

(a) You understand and agree that if you are a 10% share-
holder or are otherwise an "affiliate" (within the meaning of Rule 405
under the Securities Act of 1933) of the Company, you may not resell
any shares acquired pursuant to the exercise of the Equity Bonus Award
except pursuant to a registration statement meeting the requirements
of the Securities Act of 1933 or an exemption from the registration
requirements of the Act.

(b) You understand the Federal, state and local income tax
consequences of the granting of the Equity Bonus Award to you, the
exercise of the Equity Bonus Award and purchase of Equity Bonus Award
Shares, and the subsequent sale or other disposition of any Equity
Bonus Award Shares and that the King World Group Companies will be
required to withhold Federal, state or local taxes in respect of the
compensation income realized by you as a result of the exercise of the
Equity Bonus Award. You agree that if any King World Productions
Group Company is required to withhold any such taxes in respect of the
Equity Bonus Award granted hereunder or in respect of any shares
acquired upon exercise of the Equity Bonus Award, the Company shall
deduct the aggregate amount of such Federal, state or local taxes
required to be so withheld or, if such payments are insufficient to
satisfy such Federal, state or local taxes, you will be required to
pay to the Company, or to make other arrangements satisfactory to the
Company regarding payment to the Company of, the aggregate amount of
such taxes required to be so withheld. You further agree that all
matters with respect to the total amount of taxes to be withheld in
respect of any such compensation income shall be determined by the
Company in its sole discretion.

8. NOTICE OF SALE. You agree to give the Company written
notice of your intention to sell or otherwise dispose of any Equity Bonus
Award Shares. The date on which you give the Company notice of your
intention to sell or dispose of any Equity Bonus Award Shares shall
hereinafter be referred to as the "Notice Date." You agree that the
Company shall have the right, within two (2) business days after the Notice
Date, to purchase any such Equity Bonus Award Shares at the fair market
value thereof (as defined in Section 2.10 of the Plan) on the Notice Date.

9. ADJUSTMENTS. In the event that after the date hereof, the
outstanding shares of the Company's Common Stock shall be increased or
decreased or changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or of another corpora-
tion through reorganization, merger or consolidation, recapitalization,
reclassification, stock split, split-up, combination or exchange of shares
or declaration of any dividends payable in Common Stock, appropriate
adjustment shall be made for (i) the number of shares of Common Stock for
which the Equity Bonus Award is granted hereunder and (ii) the number of
shares of Common Stock (and the exercise price per share) subject to the
unexercised portion of the outstanding Equity Bonus Award (to the nearest
possible full share), subject in all cases to the limitations of Section
424 of the Code.

10. CODE SECTION 162(m). In the event that Section 162(m) of
the Code, or any successor provision relating to excessive employee
remuneration, would operate to disallow a deduction by the Company for all
or part of the Equity Bonus Award, the Board of Directors of the Company,
in its sole discretion, may delay the exercise of the Equity Bonus Award
until the next succeeding year or years in which your remuneration does not
exceed or is not subject to the limit set forth in such provision of the
Code.

11. PLAN DOCUMENTS. This Equity Bonus Award Agreement is
qualified in its entirety by reference to the Plan, which is hereby
incorporated herein by reference.

12. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. If any one
or more provisions of this Agreement shall be found to be illegal or
unenforceable in any respect, the validity and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired
thereby.

Please acknowledge receipt of this Equity Bonus Award Agreement
by signing the enclosed copy of this Equity Bonus Award Agreement in the
space provided below and returning it promptly to [
].

By Order of the Board of Directors

KING WORLD PRODUCTIONS, INC.

By___________________________
Name: Roger King
Title: Chairman of the Board
Accepted and Agreed To:

___________________________
Name:

<PAGE>
<PAGE #>
King World Productions, Inc. and Its Subsidiaries
Salesforce Bonus Plan

EQUITY BONUS AWARD EXERCISE FORM

I, [ ], a salesperson employed on a full-time basis
by a King World Productions Group Company, do hereby exercise the right to
purchase ________ shares of Common Stock, $.01 par value, of King World
Productions, Inc. pursuant to the Equity Bonus Award granted to me on [
] under the King World Productions, Inc. and
Its Subsidiaries Salesforce Bonus Plan.

Date:__________________ ____________________________

Send a completed copy of this Equity Bonus Award Exercise Form
to:

[ ]
King World Corporation
830 Morris Turnpike
Short Hills, New Jersey 07078
<PAGE>
<PAGE #> Exhibit 23.2

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated October 24,
1996 included in King World Productions, Inc.'s Annual Report on Form 10-K
for the year ended August 31, 1996 and to all references to our Firm
included in this registration statement.

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

New York, New York
April 17, 1997