content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on August 7, 1998
                                                         Registration No. 333-
  ================================================================================
  
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                  ---------------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                  ---------------------------------------------
  
                            HASTINGS ENTERTAINMENT, INC.
               (Exact name of registrant as specified in its charter)
  
                   TEXAS                                       75-1386375
      (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                      Identification No.)
                                                           
        3601 PLAINS BLVD., SUITE #1                               79102
              AMARILLO, TEXAS                                  (Zip Code)
  (Address of Principal Executive Offices)
  
                  ---------------------------------------------
  
                          HASTINGS 1994 STOCK OPTION PLAN
                          HASTINGS 1991 STOCK OPTION PLAN
                         AMENDED 1996 INCENTIVE STOCK PLAN
                     CHIEF EXECUTIVE OFFICER STOCK OPTION PLAN
         HASTINGS BOOKS, MUSIC & VIDEO, INC. MANAGEMENT STOCK PURCHASE PLAN
     HASTINGS ENTERTAINMENT, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
      HASTINGS ENTERTAINMENT, INC. 1998 STOCK GRANT PLAN FOR OUTSIDE DIRECTORS
                             (Full Titles of the Plans)
  
                                   DENNIS MCGILL
    VICE PRESIDENT OF FINANCE, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
                            HASTINGS ENTERTAINMENT, INC.
                            3601 PLAINS BLVD., SUITE #1
                               AMARILLO, TEXAS 79102
                                   (806) 351-2300
   (Name, address and telephone number, including area code, of agent for service)
  
                  ---------------------------------------------
  
                                  With Copies To:
  
                                 KENT JAMISON, ESQ.
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                            2200 ROSS AVENUE, SUITE 2200
                             DALLAS, TEXAS   75201-6776
  <PAGE>   2
                         CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------------------------------
        OF SECURITIES                AMOUNT TO                MAXIMUM            AGGREGATE OFFERING               AMOUNT OF
      TO BE REGISTERED             BE REGISTERED          OFFERING PRICE             PRICE (1)                REGISTRATION FEE
                                                           PER SHARE (1)
  ------------------------------------------------------------------------------------------------------------------------------------
    <S>                          <C>                         <C>                   <C>                            <C>
        Common Stock,
       $.01 Par Value
  
    To be issued under            632,375 shares             $11.50(2)             $7,272,312.50                  $2,145.33
    the Amended 1996
    Incentive
    Stock Plan
                                   
    Issued under the               3,415 shares              $10.68(3)               $36,472.20                    $10.76
    1994 Stock Option Plan                          
  
    To be issued under            502,485 shares             $11.50(2)             $5,778,577.50                  $1,704.68
    the 1994 Stock                                                                                                          
    Option Plan                                                                                                             
                                                                                                                            
    Issued under the               8,074 shares              $9.24(4)                $74,603.76                    $22.01   
    1991 Stock Option Plan 
                                                                                                                            
    To be issued under            497,826 shares             $11.50(2)             $5,724,999.00                  $1,688.87 
    the 1991 Stock                                                                                                          
    Option Plan                                                                                                             
                                                                                                                            
    To be issued under            227,655 shares             $11.50(2)             $2,618,032.50                   $772.32  
    the Management Stock                                                                                                    
    Purchase Plan                                                                                                           
                                                                                                                            
    To be issued under            101,180 shares             $11.50(2)             $1,163,570.00                   $343.25  
    the 1996 Stock                                                                                                          
    Option Plan for                                                                                                         
    Outside Directors                                                                                                       
                                                                                                                            
    To be issued under             25,295 shares             $11.50(2)              $290,892.50                    $85.81   
    the 1998 Stock Grant                                                                                                    
    Plan for Outside                                                                                                        
    Directors                                                                                                               
                                                                                                                            
    To be issued under            404,720 shares             $11.50(2)             $4,654,280.00                  $1,373.01 
    the Chief Executive                                                                                                         
    Officer Stock Option Plan       
  
    TOTAL                        2,403,025 shares                                  $27,613,739.96                 $8,146.05 
  ------------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
   (1)   For the sole purpose of calculating the registration fee, the number of
   shares to be registered under this Registration Statement has been broken down
   into nine subtotals.  In addition, pursuant to Rule 416 under the Securities
   Act of 1933, as amended, this Registration Statement also covers shares of
   Common Stock of the Company issuable to prevent dilution resulting from stock
   splits, stock dividends or similar transactions.
  
   (2)   Estimated in accordance with Rule 457 (c) and (h) under the Securities
   Act of 1933, as amended, solely for purposes of calculating the registration
   fee, based on the average of the high and low prices reported on the Nasdaq
   National Market on August 4, 1998.
  
   (3)   Computed in accordance with Rule 457(h) under the Securities Act of
   1933, as amended.  Such computation is based on the weighted average exercise
   price of $10.68 per share covering 3,415 shares presently outstanding under
   the Registrant's 1994 Stock Option Plan.
  
   (4)  Computed in accordance with Rule 457(h) under the Securities Act of 1933,
   as amended.  Such computation is based on the weighted average exercise price
   of $9.24 per share covering 8,074 shares presently outstanding under the
   Registrant's 1991 Stock Option Plan.
  
  
  
  
  
                                        -2-
  <PAGE>   3
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
         The information specified by Item 1 and Item 2 of Part I of Form S-8 is
  omitted from this filing in accordance with the provisions of Rule 428 under
  the Securities Act of 1933, as amended (the "Securities Act"), and the
  introductory Note to Part I of Form S-8.
  
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The documents set forth below are incorporated by reference in this
  Registration Statement.  All documents subsequently filed by Hastings
  Entertainment, Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference into this
  Registration Statement and to be a part hereof from the date of filing of such
  documents.  Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent a statement contained
  herein or in any other subsequently filed document which also is or is deemed
  to be incorporated by reference herein modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Registration Statement.
  
         (1)    The Company's prospectus dated June 11, 1998 and relating to the
                Form S-1 Registration Statement (Registration Statement No.
                333-47969) filed pursuant to Rule 424(b) of the Securities Act;
  
         (2)    All other reports filed with the Securities and Exchange
                Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
                since the end of the fiscal year covered by the prospectus
                described in (1) above; and
  
         (3)    The description of the Common Stock which is contained in the
                Company's Registration Statement on Form 8-A filed with the
                Securities and Exchange Commission on June 3, 1998 pursuant to
                Section 12 of the Exchange Act, and all amendments thereto and
                reports that have been filed for the purpose of updating such
                description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
         Not Applicable.
  
  
  
  
  
                                        -3-
  <PAGE>   4
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
  permits a corporation to indemnify certain persons, including officers and
  directors and former officers and directors, and to purchase insurance with
  respect to liability arising out of their capacity or status as officers and
  directors.
  
         Article Thirteen of the Company's Third Restated Articles of
  Incorporation provides as follows:
  
         The Corporation shall indemnify any person who was, is or is threatened
         to be made a named defendant or respondent in a proceeding (as
         hereinafter defined) because the person (a) is or was a director or
         officer of the corporation or (b) while a director or officer of the
         corporation, is or was serving at the request of the corporation as a
         director, officer, manager, partner, venturer, proprietor, trustee,
         employee, agent or similar functionary of another foreign or domestic
         corporation, limited liability company, partnership, joint venture, sole
         proprietorship, trust, employee benefit plan or other enterprise, to the
         fullest extent that a corporation may grant indemnification to a person
         serving in such capacity under the Texas Business Corporation Act, as
         the same exists or may hereafter be amended.
  
         Such right shall include the right to be paid by the corporation for all
         expenses incurred in defending any such proceeding in advance of its
         final disposition to the maximum extent permitted under the Texas
         Business Corporation Act, as the same exists or may hereafter be
         amended.  If a claim for indemnification or advancement of expenses
         hereunder is not paid in full by the corporation within 90 days after a
         written claim has been received by the corporation, the claimant may at
         any time thereafter bring suit against the corporation to recover the
         unpaid amount of the claim, and if successful in whole or in part, the
         claimant shall be entitled to be paid also the expenses of prosecuting
         such claim.  It shall be a defense to any such action that such
         indemnification or advancement of costs of defense are not permitted
         under the Texas Business Corporation Act, but the burden of proving such
         defense shall be on the corporation.  Neither the failure of the
         corporation (including its Board of Directors or any committee thereof,
         special legal counsel or shareholders) to have made its determination
         prior to the commencement of such action that indemnification of, or
         advancement of costs of defense to, the claimant is permissible in the
         circumstances nor an actual determination by the corporation (including
         its Board of Directors or any committee thereof, special legal counsel
         or shareholders) that such indemnification or advancement is not
         permissible, shall be a defense to the action or create a presumption
         that such indemnification or advancement is not permissible.
  
  
  
  
  
                                        -4-
  <PAGE>   5
         The corporation may additionally indemnify any person not covered by the
         grant of mandatory indemnification contained above to the fullest extent
         permitted by law.
  
         Neither the amendment nor repeal of this Article, nor the adoption of
         any provision of these Third Restated Articles of Incorporation
         inconsistent with this Article, shall eliminate or reduce the effect of
         this Article in respect of any proceeding that accrued or arose prior to
         such amendment, repeal or adoption of any inconsistent provision.
  
         As used herein, the term "proceeding" means any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative, arbitrative or investigative, any appeal in such an
         action, suit or proceeding, and any inquiry or investigation that could
         lead to such an action, suit or proceeding.
  
         Article Fourteen of the Company's Third Restated Articles of
  Incorporation provides that no director of the Company shall be liable to the
  Company or its shareholders for monetary damages for an act or omission in the
  director's capacity as a director to the fullest extent permitted by the TBCA.
  
         In addition, Article IX of the Company's Amended and Restated Bylaws,
  provides that the Company shall indemnify any person who was, is or is
  threatened to be made a named defendant or respondent in a proceeding (as
  hereinafter defined) because the person is or was a director or officer of the
  Company or while a director or officer of the corporation, is or was serving at
  the request of the Company as a director, officer, manager, partner, venturer,
  proprietor, trustee, employee, agent or similar functionary of another foreign
  or domestic corporation, limited liability company, partnership, joint venture,
  sole proprietorship, trust, employee benefit plan or other enterprise, to the
  fullest extent that a corporation may grant indemnification to a person serving
  in such capacity under the TBCA, as the same exists or may hereafter be
  amended.
  
         The Company has purchased directors' and officers' liability insurance.
  Subject to conditions, limitations and exclusions in the policy, the insurance
  covers amounts required to be paid for a claim or claims made against directors
  and officers for any act, error, omission, misstatement, misleading statement
  or breach of duty by directors and officers in their capacity as directors and
  officers of the Company.
  
         Reference is made to the Form of Indemnification Agreement by and
  between the Company and its directors and executive officers filed as Exhibit
  10.1 to the Company's Registration Statement on Form S-1 (File No. 333-47969)
  declared effective on June 11, 1998, pursuant to which the Company does, to the
  extent permitted by applicable law, indemnify such directors and executive
  officers against all expenses, judgements, fines and penalties incurred in
  connection with the defense or settlement of any actions brought against them
  by reason of the fact that they were directors or executive officers of the
  Company or assumed certain responsibilities at the direction of the Company.
  
  
  
  
  
                                        -5-
  <PAGE>   6
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
         5.1*          Opinion of Locke Purnell Rain Harrell (A Professional
                       Corporation).
  
         23.1*         Consent of KPMG Peat Marwick LLP.
  
         23.2*         Consent of Locke Purnell Rain Harrell (A Professional
                       Corporation) (included in opinion filed as Exhibit 5.1).
  
         24.1*         Power of Attorney (included on the signature pages of this
                       Registration Statement).
  
         99.1*         Hastings 1994 Stock Option Plan.
  
         99.2*         Hastings 1991 Stock Option Plan.
  
         99.3*         Amended 1996 Incentive Stock Plan.
  
         99.4*         Hastings Books, Music & Video, Inc. Management Stock
                       Purchase Plan.
  
         99.5*         Hastings Entertainment, Inc. 1998 Stock Grant Plan for
                       Outside Directors.
  
         99.6*         Hastings Entertainment, Inc. 1996 Stock Option Plan for
                       Outside Directors.
  
         99.7*         Chief Executive Officer Stock Option Plan.
  
  ---------------
  
         *      Filed herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
         The Company hereby undertakes:
  
         (1)    To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:
  
                (i)    To include any prospectus required by Section 10(a)(3) of
                       the Securities Act;
  
                (ii)   To reflect in the prospectus any facts or events arising
                       after the effective date of this 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 this
                       Registration Statement;
  
  
  
  
  
                                        -6-
  <PAGE>   7
                (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 this Registration
                            Statement;
  
         (2)    That, for the purpose of determining any liability under the
                Securities Act, each such post-effective amendment shall be
                deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide offering
                thereof;
  
         (3)    To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering;
  
         (4)    That, for purposes of determining any liability under the
                Securities Act, each filing of the Company's annual report
                pursuant to Section 13(a) or 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;
  
         (5)    Insofar as indemnification for liabilities arising under the
                Securities Act may be permitted to directors, officers and
                controlling persons of the Company pursuant to the foregoing
                provisions, or otherwise, the Company has been advised that in
                the opinion of the Securities and Exchange Commission such
                indemnification is against public policy as expressed in the
                Securities Act and is, therefore, unenforceable.  In the event
                that a claim for indemnification against such liabilities (other
                than the payment by the Company of expenses incurred or paid by a
                director, officer or controlling person of the Company 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 Company will, unless in
                the opinion of its counsel the matter has been settled by
                controlling precedent, submit to a court of appropriate
                jurisdiction the question whether such indemnification by it is
                against public policy as expressed in the Securities Act and will
                be governed by the final adjudication of such issue.
  
  
  
  
  
                                        -7-
  <PAGE>   8
                                     SIGNATURES
  
         Pursuant to the requirements of the Securities Act of 1933, the Company
  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 Amarillo, State of Texas, on August 7, 1998.
  
  
                              HASTINGS ENTERTAINMENT, INC.
  
  
                              By:    /s/ Dennis McGill
                                     -----------------------------------------
                                     Dennis McGill, Vice President of Finance,
                                     Chief Financial Officer, Treasurer and
                                     Secretary
  
  
  
  
  
  
                                        -8-
  <PAGE>   9
                                 POWER OF ATTORNEY
  
         KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
  signature appears below hereby constitutes and appoints each of Dennis McGill
  and Jeffrey G. Shrader, and each of them, his true and lawful attorneys-in-fact
  and agents, with full power of substitution and resubstitution, for him and in
  his name, place and stead, in any and all capacities, to sign any and all
  amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto, and all other
  documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done on and about the premises as fully and to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents, or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
  
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
  <TABLE>
  <CAPTION>
                 SIGNATURES                              TITLE                               DATE
                 ----------                              -----                               ----
           <S>                              <C>                                         <C>
           /s/ John H. Marmaduke            Chairman of the Board,                      August 7, 1998
           ------------------------------   President and Chief Executive                             
           John H. Marmaduke                Officer (Principal Executive 
                                            Officer)                     
                                                                         
           /s/ Dennis McGill                Vice President of Finance,                  August 7, 1998
           -------------------------------  Chief Financial Officer,                                  
           Dennis McGill                    Treasurer and Secretary     
                                            (Principal Financial and    
                                            Accounting Officer)         
                                                                        
           /s/ Phillip Hill                 Senior Vice President, Chief                August 7, 1998
           -------------------------------  Operating Officer and Director                            
                Phillip Hill                                              
  
           /s/ Leonard L. Berry             Director                                    August 7, 1998
           -------------------------------                                                            
            Leonard L. Berry
  
           /s/ Peter A. Dallas              Director                                    August 7, 1998
           -------------------------------                                                            
              Peter A. Dallas
  
           /s/ Gaines L. Godfrey            Director                                    August 7, 1998
           -------------------------------                                                            
            Gaines L. Godfrey
  
           /s/ Craig R. Lentzsch            Director                                    August 7, 1998
           -------------------------------                                                            
             Craig R. Lentzsch
  
           /s/ Stephen S. Marmaduke         Director                                    August 7, 1998
           -------------------------------                                                            
           Stephen S. Marmaduke
  
           /s/ Jeffrey G. Shrader           Director                                    August 7, 1998
           -------------------------------                                                            
             Jeffrey G. Shrader
  
             /s/ Ron G. Stegall             Director                                    August 7, 1998
           -------------------------------                                                            
           Ron G. Stegall
  </TABLE>
  
  
  
  
  
                                        -9-
  <PAGE>   10
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
         Exhibit
         Number        Exhibit
         ------        -------
  <S>                  <C>
         5.1*          Opinion of Locke Purnell Rain Harrell (A Professional
                       Corporation).
  
         23.1*         Consent of KPMG Peat Marwick LLP.
  
         23.2*         Consent of Locke Purnell Rain Harrell (A Professional
                       Corporation) (included in opinion filed as Exhibit 5.1).
  
         24.1*         Power of Attorney (included on the signature pages of this
                       Registration Statement).
  
         99.1*         Hastings 1994 Stock Option Plan.
  
         99.2*         Hastings 1991 Stock Option Plan.
  
         99.3*         Amended 1996 Incentive Stock Plan.
  
         99.4*         Hastings Books, Music & Video, Inc. Management Stock
                       Purchase Plan.
  
         99.5*         Hastings Entertainment, Inc. 1998 Stock Grant Plan for
                       Outside Directors.
  
         99.6*         Hastings Entertainment, Inc. 1996 Stock Option Plan for
                       Outside Directors.
  
         99.7*         Chief Executive Officer Stock Option Plan.
  </TABLE>
  
  --------------                                                 
  
         *      Filed herewith.
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text: 1
  
       As filed with the Securities and Exchange Commission on August 7, 1998
                                                         Registration No. 333-
  ================================================================================
  
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                  ---------------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                  ---------------------------------------------
  
                            HASTINGS ENTERTAINMENT, INC.
               (Exact name of registrant as specified in its charter)
  
                   TEXAS                                       75-1386375
      (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                      Identification No.)
                                                           
        3601 PLAINS BLVD., SUITE #1                               79102
              AMARILLO, TEXAS                                  (Zip Code)
  (Address of Principal Executive Offices)
  
                  ---------------------------------------------
  
                          HASTINGS 1994 STOCK OPTION PLAN
                          HASTINGS 1991 STOCK OPTION PLAN
                         AMENDED 1996 INCENTIVE STOCK PLAN
                     CHIEF EXECUTIVE OFFICER STOCK OPTION PLAN
         HASTINGS BOOKS, MUSIC & VIDEO, INC. MANAGEMENT STOCK PURCHASE PLAN
     HASTINGS ENTERTAINMENT, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
      HASTINGS ENTERTAINMENT, INC. 1998 STOCK GRANT PLAN FOR OUTSIDE DIRECTORS
                             (Full Titles of the Plans)
  
                                   DENNIS MCGILL
    VICE PRESIDENT OF FINANCE, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
                            HASTINGS ENTERTAINMENT, INC.
                            3601 PLAINS BLVD., SUITE #1
                               AMARILLO, TEXAS 79102
                                   (806) 351-2300
   (Name, address and telephone number, including area code, of agent for service)
  
                  ---------------------------------------------
  
                                  With Copies To:
  
                                 KENT JAMISON, ESQ.
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                            2200 ROSS AVENUE, SUITE 2200
                             DALLAS, TEXAS   75201-6776
  2
                         CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------------
        OF SECURITIES                AMOUNT TO                MAXIMUM            AGGREGATE OFFERING               AMOUNT OF
      TO BE REGISTERED             BE REGISTERED          OFFERING PRICE             PRICE (1)                REGISTRATION FEE
                                                           PER SHARE (1)
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock,
       $.01 Par Value
  
    To be issued under            632,375 shares             $11.50(2)             $7,272,312.50                  $2,145.33
    the Amended 1996
    Incentive
    Stock Plan
                                   
    Issued under the               3,415 shares              $10.68(3)               $36,472.20                    $10.76
    1994 Stock Option Plan                          
  
    To be issued under            502,485 shares             $11.50(2)             $5,778,577.50                  $1,704.68
    the 1994 Stock                                                                                                          
    Option Plan                                                                                                             
                                                                                                                            
    Issued under the               8,074 shares              $9.24(4)                $74,603.76                    $22.01   
    1991 Stock Option Plan 
                                                                                                                            
    To be issued under            497,826 shares             $11.50(2)             $5,724,999.00                  $1,688.87 
    the 1991 Stock                                                                                                          
    Option Plan                                                                                                             
                                                                                                                            
    To be issued under            227,655 shares             $11.50(2)             $2,618,032.50                   $772.32  
    the Management Stock                                                                                                    
    Purchase Plan                                                                                                           
                                                                                                                            
    To be issued under            101,180 shares             $11.50(2)             $1,163,570.00                   $343.25  
    the 1996 Stock                                                                                                          
    Option Plan for                                                                                                         
    Outside Directors                                                                                                       
                                                                                                                            
    To be issued under             25,295 shares             $11.50(2)              $290,892.50                    $85.81   
    the 1998 Stock Grant                                                                                                    
    Plan for Outside                                                                                                        
    Directors                                                                                                               
                                                                                                                            
    To be issued under            404,720 shares             $11.50(2)             $4,654,280.00                  $1,373.01 
    the Chief Executive                                                                                                         
    Officer Stock Option Plan       
  
    TOTAL                        2,403,025 shares                                  $27,613,739.96                 $8,146.05 
  ------------------------------------------------------------------------------------------------------------------------------------
  (1)   For the sole purpose of calculating the registration fee, the number of
   shares to be registered under this Registration Statement has been broken down
   into nine subtotals.  In addition, pursuant to Rule 416 under the Securities
   Act of 1933, as amended, this Registration Statement also covers shares of
   Common Stock of the Company issuable to prevent dilution resulting from stock
   splits, stock dividends or similar transactions.
  
   (2)   Estimated in accordance with Rule 457 (c) and (h) under the Securities
   Act of 1933, as amended, solely for purposes of calculating the registration
   fee, based on the average of the high and low prices reported on the Nasdaq
   National Market on August 4, 1998.
  
   (3)   Computed in accordance with Rule 457(h) under the Securities Act of
   1933, as amended.  Such computation is based on the weighted average exercise
   price of $10.68 per share covering 3,415 shares presently outstanding under
   the Registrant's 1994 Stock Option Plan.
  
   (4)  Computed in accordance with Rule 457(h) under the Securities Act of 1933,
   as amended.  Such computation is based on the weighted average exercise price
   of $9.24 per share covering 8,074 shares presently outstanding under the
   Registrant's 1991 Stock Option Plan.
  
                                        -2-
  3
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
         The information specified by Item 1 and Item 2 of Part I of Form S-8 is
  omitted from this filing in accordance with the provisions of Rule 428 under
  the Securities Act of 1933, as amended (the "Securities Act"), and the
  introductory Note to Part I of Form S-8.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The documents set forth below are incorporated by reference in this
  Registration Statement.  All documents subsequently filed by Hastings
  Entertainment, Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference into this
  Registration Statement and to be a part hereof from the date of filing of such
  documents.  Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent a statement contained
  herein or in any other subsequently filed document which also is or is deemed
  to be incorporated by reference herein modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Registration Statement.
  
         (1)    The Company's prospectus dated June 11, 1998 and relating to the
                Form S-1 Registration Statement (Registration Statement No.
                333-47969) filed pursuant to Rule 424(b) of the Securities Act;
  
         (2)    All other reports filed with the Securities and Exchange
                Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
                since the end of the fiscal year covered by the prospectus
                described in (1) above; and
  
         (3)    The description of the Common Stock which is contained in the
                Company's Registration Statement on Form 8-A filed with the
                Securities and Exchange Commission on June 3, 1998 pursuant to
                Section 12 of the Exchange Act, and all amendments thereto and
                reports that have been filed for the purpose of updating such
                description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
         Not Applicable.
  
                                        -3-
  4
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
  permits a corporation to indemnify certain persons, including officers and
  directors and former officers and directors, and to purchase insurance with
  respect to liability arising out of their capacity or status as officers and
  directors.
  
         Article Thirteen of the Company's Third Restated Articles of
  Incorporation provides as follows:
  
         The Corporation shall indemnify any person who was, is or is threatened
         to be made a named defendant or respondent in a proceeding (as
         hereinafter defined) because the person (a) is or was a director or
         officer of the corporation or (b) while a director or officer of the
         corporation, is or was serving at the request of the corporation as a
         director, officer, manager, partner, venturer, proprietor, trustee,
         employee, agent or similar functionary of another foreign or domestic
         corporation, limited liability company, partnership, joint venture, sole
         proprietorship, trust, employee benefit plan or other enterprise, to the
         fullest extent that a corporation may grant indemnification to a person
         serving in such capacity under the Texas Business Corporation Act, as
         the same exists or may hereafter be amended.
  
         Such right shall include the right to be paid by the corporation for all
         expenses incurred in defending any such proceeding in advance of its
         final disposition to the maximum extent permitted under the Texas
         Business Corporation Act, as the same exists or may hereafter be
         amended.  If a claim for indemnification or advancement of expenses
         hereunder is not paid in full by the corporation within 90 days after a
         written claim has been received by the corporation, the claimant may at
         any time thereafter bring suit against the corporation to recover the
         unpaid amount of the claim, and if successful in whole or in part, the
         claimant shall be entitled to be paid also the expenses of prosecuting
         such claim.  It shall be a defense to any such action that such
         indemnification or advancement of costs of defense are not permitted
         under the Texas Business Corporation Act, but the burden of proving such
         defense shall be on the corporation.  Neither the failure of the
         corporation (including its Board of Directors or any committee thereof,
         special legal counsel or shareholders) to have made its determination
         prior to the commencement of such action that indemnification of, or
         advancement of costs of defense to, the claimant is permissible in the
         circumstances nor an actual determination by the corporation (including
         its Board of Directors or any committee thereof, special legal counsel
         or shareholders) that such indemnification or advancement is not
         permissible, shall be a defense to the action or create a presumption
         that such indemnification or advancement is not permissible.
  
                                        -4-
  5
         The corporation may additionally indemnify any person not covered by the
         grant of mandatory indemnification contained above to the fullest extent
         permitted by law.
  
         Neither the amendment nor repeal of this Article, nor the adoption of
         any provision of these Third Restated Articles of Incorporation
         inconsistent with this Article, shall eliminate or reduce the effect of
         this Article in respect of any proceeding that accrued or arose prior to
         such amendment, repeal or adoption of any inconsistent provision.
  
         As used herein, the term "proceeding" means any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative, arbitrative or investigative, any appeal in such an
         action, suit or proceeding, and any inquiry or investigation that could
         lead to such an action, suit or proceeding.
  
         Article Fourteen of the Company's Third Restated Articles of
  Incorporation provides that no director of the Company shall be liable to the
  Company or its shareholders for monetary damages for an act or omission in the
  director's capacity as a director to the fullest extent permitted by the TBCA.
  
         In addition, Article IX of the Company's Amended and Restated Bylaws,
  provides that the Company shall indemnify any person who was, is or is
  threatened to be made a named defendant or respondent in a proceeding (as
  hereinafter defined) because the person is or was a director or officer of the
  Company or while a director or officer of the corporation, is or was serving at
  the request of the Company as a director, officer, manager, partner, venturer,
  proprietor, trustee, employee, agent or similar functionary of another foreign
  or domestic corporation, limited liability company, partnership, joint venture,
  sole proprietorship, trust, employee benefit plan or other enterprise, to the
  fullest extent that a corporation may grant indemnification to a person serving
  in such capacity under the TBCA, as the same exists or may hereafter be
  amended.
  
         The Company has purchased directors' and officers' liability insurance.
  Subject to conditions, limitations and exclusions in the policy, the insurance
  covers amounts required to be paid for a claim or claims made against directors
  and officers for any act, error, omission, misstatement, misleading statement
  or breach of duty by directors and officers in their capacity as directors and
  officers of the Company.
  
         Reference is made to the Form of Indemnification Agreement by and
  between the Company and its directors and executive officers filed as Exhibit
  10.1 to the Company's Registration Statement on Form S-1 (File No. 333-47969)
  declared effective on June 11, 1998, pursuant to which the Company does, to the
  extent permitted by applicable law, indemnify such directors and executive
  officers against all expenses, judgements, fines and penalties incurred in
  connection with the defense or settlement of any actions brought against them
  by reason of the fact that they were directors or executive officers of the
  Company or assumed certain responsibilities at the direction of the Company.
  
                                        -5-
  6
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
         5.1*          Opinion of Locke Purnell Rain Harrell (A Professional
                       Corporation).
  
         23.1*         Consent of KPMG Peat Marwick LLP.
  
         23.2*         Consent of Locke Purnell Rain Harrell (A Professional
                       Corporation) (included in opinion filed as Exhibit 5.1).
  
         24.1*         Power of Attorney (included on the signature pages of this
                       Registration Statement).
  
         99.1*         Hastings 1994 Stock Option Plan.
  
         99.2*         Hastings 1991 Stock Option Plan.
  
         99.3*         Amended 1996 Incentive Stock Plan.
  
         99.4*         Hastings Books, Music & Video, Inc. Management Stock
                       Purchase Plan.
  
         99.5*         Hastings Entertainment, Inc. 1998 Stock Grant Plan for
                       Outside Directors.
  
         99.6*         Hastings Entertainment, Inc. 1996 Stock Option Plan for
                       Outside Directors.
  
         99.7*         Chief Executive Officer Stock Option Plan.
  
  ---------------
  
         *      Filed herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
         The Company hereby undertakes:
  
         (1)    To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:
  
                (i)    To include any prospectus required by Section 10(a)(3) of
                       the Securities Act;
  
                (ii)   To reflect in the prospectus any facts or events arising
                       after the effective date of this 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 this
                       Registration Statement;
  
                                        -6-
  7
                (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 this Registration
                            Statement;
  
         (2)    That, for the purpose of determining any liability under the
                Securities Act, each such post-effective amendment shall be
                deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide offering
                thereof;
  
         (3)    To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering;
  
         (4)    That, for purposes of determining any liability under the
                Securities Act, each filing of the Company's annual report
                pursuant to Section 13(a) or 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;
  
         (5)    Insofar as indemnification for liabilities arising under the
                Securities Act may be permitted to directors, officers and
                controlling persons of the Company pursuant to the foregoing
                provisions, or otherwise, the Company has been advised that in
                the opinion of the Securities and Exchange Commission such
                indemnification is against public policy as expressed in the
                Securities Act and is, therefore, unenforceable.  In the event
                that a claim for indemnification against such liabilities (other
                than the payment by the Company of expenses incurred or paid by a
                director, officer or controlling person of the Company 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 Company will, unless in
                the opinion of its counsel the matter has been settled by
                controlling precedent, submit to a court of appropriate
                jurisdiction the question whether such indemnification by it is
                against public policy as expressed in the Securities Act and will
                be governed by the final adjudication of such issue.
  
                                        -7-
  8
                                     SIGNATURES
  
         Pursuant to the requirements of the Securities Act of 1933, the Company
  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 Amarillo, State of Texas, on August 7, 1998.
  
                              HASTINGS ENTERTAINMENT, INC.
  
                              By:    /s/ Dennis McGill
                                     -----------------------------------------
                                     Dennis McGill, Vice President of Finance,
                                     Chief Financial Officer, Treasurer and
                                     Secretary
  
                                        -8-
  9
                                 POWER OF ATTORNEY
  
         KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
  signature appears below hereby constitutes and appoints each of Dennis McGill
  and Jeffrey G. Shrader, and each of them, his true and lawful attorneys-in-fact
  and agents, with full power of substitution and resubstitution, for him and in
  his name, place and stead, in any and all capacities, to sign any and all
  amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto, and all other
  documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done on and about the premises as fully and to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents, or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURES                              TITLE                               DATE
                 ----------                              -----                               ----
  /s/ John H. Marmaduke            Chairman of the Board,                      August 7, 1998
           ------------------------------   President and Chief Executive                             
           John H. Marmaduke                Officer (Principal Executive 
                                            Officer)                     
                                                                         
           /s/ Dennis McGill                Vice President of Finance,                  August 7, 1998
           -------------------------------  Chief Financial Officer,                                  
           Dennis McGill                    Treasurer and Secretary     
                                            (Principal Financial and    
                                            Accounting Officer)         
                                                                        
           /s/ Phillip Hill                 Senior Vice President, Chief                August 7, 1998
           -------------------------------  Operating Officer and Director                            
                Phillip Hill                                              
  
           /s/ Leonard L. Berry             Director                                    August 7, 1998
           -------------------------------                                                            
            Leonard L. Berry
  
           /s/ Peter A. Dallas              Director                                    August 7, 1998
           -------------------------------                                                            
              Peter A. Dallas
  
           /s/ Gaines L. Godfrey            Director                                    August 7, 1998
           -------------------------------                                                            
            Gaines L. Godfrey
  
           /s/ Craig R. Lentzsch            Director                                    August 7, 1998
           -------------------------------                                                            
             Craig R. Lentzsch
  
           /s/ Stephen S. Marmaduke         Director                                    August 7, 1998
           -------------------------------                                                            
           Stephen S. Marmaduke
  
           /s/ Jeffrey G. Shrader           Director                                    August 7, 1998
           -------------------------------                                                            
             Jeffrey G. Shrader
  
             /s/ Ron G. Stegall             Director                                    August 7, 1998
           -------------------------------                                                            
           Ron G. Stegall
  -9-
  10
                                 INDEX TO EXHIBITS
  Exhibit
         Number        Exhibit
         ------        -------
  5.1*          Opinion of Locke Purnell Rain Harrell (A Professional
                       Corporation).
  
         23.1*         Consent of KPMG Peat Marwick LLP.
  
         23.2*         Consent of Locke Purnell Rain Harrell (A Professional
                       Corporation) (included in opinion filed as Exhibit 5.1).
  
         24.1*         Power of Attorney (included on the signature pages of this
                       Registration Statement).
  
         99.1*         Hastings 1994 Stock Option Plan.
  
         99.2*         Hastings 1991 Stock Option Plan.
  
         99.3*         Amended 1996 Incentive Stock Plan.
  
         99.4*         Hastings Books, Music & Video, Inc. Management Stock
                       Purchase Plan.
  
         99.5*         Hastings Entertainment, Inc. 1998 Stock Grant Plan for
                       Outside Directors.
  
         99.6*         Hastings Entertainment, Inc. 1996 Stock Option Plan for
                       Outside Directors.
  
         99.7*         Chief Executive Officer Stock Option Plan.
  --------------                                                 
  
         *      Filed herewith.