<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.   20549



                                   FORM 10-Q

(Mark one)
(X)   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the quarterly period ended March 31, 1997.
     
( )  Transition report pursuant to Section 13 or 15(d) of The Securities
     Exchange Act of 1934 for the transition period ___ to ___.

                          Commission File No. 0-28044



                            PENSKE MOTORSPORTS, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)



           DELAWARE                                         51-0369517
           --------                                         ----------
(State or other jurisdiction                   (IRS Employer Identification No.)
 of incorporation or organization)            
                       

13400 OUTER DRIVE WEST, DETROIT, MICHIGAN                   48239-4001
-----------------------------------------                   ----------
(Address of principal executive offices)                (including zip code)


                                  313-592-8255
                                  ------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]   No [   ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

COMMON STOCK $0.01 PAR VALUE                              13,241,798 SHARES
----------------------------                              -----------------
         CLASS                                       OUTSTANDING AT MAY 1, 1997


                         This report contains 16 pages.





<PAGE>   2

Penske Motorsports, Inc. Form 10-Q (continued)





                               TABLE OF CONTENTS




                                                                       PAGE NO.
                                                                       --------
PART I - FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS.

           Consolidated Balance Sheets                                     3
                                                                          
           Consolidated Statements of Operations                           4
                                                                          
           Consolidated Statements of Cash Flows                           5
                                                                          
           Notes to Consolidated Financial Statements                      6
                                                                          
           Independent Accountants' Review Report                          8
                                                                          
     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF                      
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS.                9
                                                                          
PART II - OTHER INFORMATION                                               
                                                                          
     ITEM 2. LEGAL PROCEEDINGS.                                           14
                                                                          
     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                            14
                                                                          
           Signature                                                      15





                                       2
<PAGE>   3
Penske Motorsports, Inc. Form 10-Q (continued)




                   PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                   March 31,             December 31,
                                ASSETS                               1997                    1996
                                ------                            ----------             ------------
                                                                 (Unaudited)
<S>                                                               <C>                    <C>
CURRENT ASSETS:
   Cash and cash equivalents                                        $ 13,172                $ 27,862
   Receivables                                                         8,369                   2,365
   Inventories                                                         3,429                   2,060
   Prepaid expenses                                                    1,004                   1,272
                                                                    --------                --------
        TOTAL CURRENT ASSETS                                          25,974                  33,559

PROPERTY AND EQUIPMENT, net                                          169,718                 140,402

GOODWILL, net                                                          6,871                   6,918

OTHER ASSETS                                                           4,530                   3,118
                                                                    --------                --------

TOTAL                                                               $207,093                $183,997
                                                                    ========                ========

               LIABILITIES AND STOCKHOLDERS' EQUITY
               ------------------------------------

CURRENT LIABILITIES:
   Current portion of long-term debt                                $  1,214                $  1,738
   Accounts payable and accrued expenses                              12,623                   9,938
   Deferred revenue, net                                              36,872                  14,125
                                                                    --------                --------
        TOTAL CURRENT LIABILITIES                                     50,709                  25,801

LONG-TERM DEBT, less current portion                                   3,553                   3,825

DEFERRED TAXES                                                         8,940                   8,969

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Common stock, par value $.01 per share:
        Authorized 50,000,000 shares
        Issued and outstanding 13,241,798
           shares in 1997 and 1996                                       132                     132
   Additional paid-in-capital                                        130,534                 130,534
   Retained earnings                                                  13,225                  14,736
                                                                    --------                --------
        TOTAL STOCKHOLDERS' EQUITY                                   143,891                 145,402
                                                                    --------                --------

TOTAL                                                               $207,093                $183,997
                                                                    ========                ========

</TABLE>

See accompanying notes to unaudited consolidated financial statements





                                       3
<PAGE>   4

Penske Motorsports, Inc. Form 10-Q (continued)


                                        
                   PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands, except share and per share data)
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED MARCH 31,
                                                                -----------------------------------
                                                                    1997                    1996
                                                                ------------            -----------
<S>                                                             <C>                     <C>
REVENUES - Merchandise, tires and accessories                   $      5,375            $     3,715
                                                               
EXPENSES:                                                      
   Operating                                                           2,286                  2,006
   Cost of sales                                                       3,176                  2,099
   Depreciation and amortization                                         789                    660
   Selling, general and administrative                                 1,730                    471
                                                                 -----------             ----------
        TOTAL EXPENSES                                                 7,981                  5,236
                                                                 -----------             ----------
                                                               
OPERATING LOSS                                                        (2,606)                (1,521)
                                                               
INTEREST INCOME (EXPENSE), net                                           125                     (6)
                                                                 -----------             ---------- 
                                                               
LOSS BEFORE INCOME TAXES                                              (2,481)                (1,527)
                                                               
INCOME TAX BENEFIT                                                       970                    537
                                                                 -----------             ----------
                                                               
NET LOSS                                                        $     (1,511)           $      (990)
                                                                ============            =========== 
                                                               
NET LOSS PER SHARE (See Note 2)                                 $       (.11)
                                                                ============ 
                                                               
PRO FORMA NET LOSS PER SHARE (See Note 2)                                               $      (.10)
                                                                                        =========== 
                                                               
WEIGHTED AVERAGE NUMBER OF SHARES (See Note 2)                    13,241,798
                                                                 ===========
                                                               
PRO FORMA WEIGHTED AVERAGE NUMBER OF SHARES (See Note 2)                                  9,483,777
                                                                                         ==========


</TABLE>


See accompanying notes to unaudited consolidated financial statements





                                       4
<PAGE>   5
Penske Motorsports, Inc. Form 10-Q (continued)


                   PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                                                THREE MONTHS ENDED MARCH 31,
                                                                             -----------------------------------
                                                                                 1997                    1996
                                                                             ------------            -----------
<S>                                                                          <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                       
   Net loss                                                                      $ (1,511)              $   (990)
   Adjustments to reconcile net loss to net cash                            
   provided by operating activities:                                        
        Depreciation and amortization                                                 789                    660
        Changes in assets and liabilities which provided (used) cash:       
        Receivables                                                                (6,004)                (3,629)
        Inventories, prepaid expenses and other assets                             (2,513)                  (436)
        Accounts payable and accrued liabilities                                    2,656                    824
        Deferred revenue                                                           22,747                  7,043
                                                                                 --------               --------
        Net cash provided by operating activities                                  16,164                  3,472
                                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:                                       
   Additions of property and equipment, net                                       (30,058)               (11,737)
   Acquisition of Competition Tire South, Inc.                                                              (578)
   Competition Tire West, Inc. transaction                                                                (3,117)
                                                                                 --------               --------
        Net cash used in investing activities                                     (30,058)               (15,432)
                                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:                                       
   Proceeds from issuance of debt                                                                         12,089
   Repayment of debt                                                                 (796)
   Advances to affiliates                                                                                 (1,192)
                                                                                 --------               --------
        Net cash provided by (used in) financing activities                          (796)                10,897
                                                                                 --------               --------
                                                                            
NET DECREASE IN CASH AND CASH EQUIVALENTS                                         (14,690)                (1,063)
                                                                            
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                   27,862                  4,805
                                                                                 --------               --------
                                                                            
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $ 13,172               $  3,742
                                                                                 ========               ========
                                                                            
SUPPLEMENTAL CASH FLOW INFORMATION:                                         
   Cash paid during the period for interest                                      $    298               $     26
   Cash paid during the period for taxes                                                                      65
                                                                            
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:                     
   Receivable from underwriter - initial public offering                                                $ 83,645
   Increase in debt associated with acquisitions                                                           3,738
   Decrease in minority interest associated with acquisitions                                              1,210
                                                                            
</TABLE>                                                                    
                                                                            
See accompanying notes to unaudited consolidated financial statements





                                       5
<PAGE>   6

Penske Motorsports, Inc. Form 10-Q (continued)


                            PENSKE MOTORSPORTS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - FINANCIAL STATEMENTS.      The consolidated financial statements
include the accounts  of Penske Motorsports, Inc. (the Company) and its
wholly-owned   subsidiaries,  Michigan  International  Speedway,  Inc.,
Pennsylvania  International  Raceway,  Inc.,  The  California  Speedway
Corporation, Motorsports International  Corp., Competition Tire  West, Inc.
(CTW) and  Competition Tire South,  Inc.  All material  intercompany balances
and transactions have been eliminated.

The accompanying consolidated financial statements  have been prepared by
management and, in the opinion of management, contain all adjustments,
consisting of normal recurring adjustments, necessary to present fairly the
financial position of the  Company as of March 31, 1997 and December 31, 1996,
and the results of operations and cash flows of the Company for the three
months ended March 31, 1997 and 1996.

The consolidated financial statements should be read in conjunction with the
consolidated financial  statements included in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission.

Because of the seasonal concentration of  racing events, the results of
operations for the three months ended  March 31, 1997 and 1996  are not
indicative of the results to be expected for the year.

NOTE 2 - COMMON  STOCK LOSS PER SHARE.   Net loss per share for the  three
months ended March 31,  1997 reflects the weighted average  number of shares
outstanding of 13,241,798.   The pro forma net  loss per share for the  three
months ended March  31, 1996 reflects the weighted average number  of shares
outstanding  for the  period of 9,362,110 plus  the dilutive  effect of the
number of shares  equivalent to  the $2.9 million capital  distribution which
was recorded from  the purchase of CTW in March 1996  (121,667 shares based on
the  initial public offering price of $24 per share).

NOTE 3 - PROPERTY AND EQUIPMENT, NET.  Property and equipment consists of the
following :


<TABLE>
<CAPTION>
                                                                                  March 31,           December 31,
                                                                                    1997                 1996
                                                                                  ---------           ------------
                                                                                        (In thousands)
<S>                                                                               <C>                <C>
Land and land improvements                                                        $ 96,202            $ 85,469
Buildings and improvements                                                          80,156              63,685
Equipment                                                                            9,670               6,929
                                                                                  --------            --------
                                                                                   186,028             156,083
Less accumulated depreciation                                                       16,310              15,681
                                                                                  --------            --------
                                                                                  $169,718            $140,402
                                                                                  ========            ========

</TABLE>




                                       6
<PAGE>   7
Penske Motorsports, Inc. Form 10-Q (continued)


The Company is currently constructing  The California Speedway with an
estimated  cost of $114 million.  Construction costs in  progress through March
31, 1997 were approximately $90 million.

NOTE 4 - STOCKHOLDERS' EQUITY.  During the three months ended March 31, 1997,
stockholders' equity changed as follows (in thousands):  

                 BALANCE, January 1, 1997           $14,736

                 Net loss                            (1,511)
                                                    -------
                 BALANCE, March 31, 1997            $13,225
                                                    =======

NOTE 5 - NORTH CAROLINA MOTOR SPEEDWAY.  The Company has entered into a
definitive option and voting agreement with the majority  shareholder of North
Carolina Motor Speedway,  Inc. (NCMS), which operates  a speedway in
Rockingham, North Carolina.  Under the terms of  the agreement, the majority
shareholder of  NCMS would vote in favor of  a merger of the Company  and NCMS,
with each NCMS shareholder  receiving cash of $18.61 or the  number of shares
of common stock  of the Company equal to $18.61 multiplied  by the number of
shares of  NCMS stock held divided by $30.00.  The merger  is subject to
approval by the Board of Directors and shareholders of NCMS.  The Company also
has an option to buy the shares of the majority shareholder of NCMS in exchange
for approximately 906,542 shares of common stock of the Company.

NOTE 6 - NEW ACCOUNTING PRONOUNCEMENTS. The Financial Accounting Standards
Board has issued Statement of Financial Accounting Standards (SFAS) No. 128
"Earnings Per Share". This statement is effective for financial statements
issued after December 15, 1997. The statement requires companies to present
earnings per share on the face of the income statement in two categories
called "Basic" and "Diluted" and requires restatement of all periods presented.
The Company will adopt SFAS 128 during the fourth quarter of 1997.




                                       7
<PAGE>   8

Penske Motorsports, Inc. Form 10-Q (continued)



INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors and Stockholders
Penske Motorsports, Inc.

We have reviewed the accompanying condensed  consolidated balance sheet of
Penske Motorsports, Inc. and subsidiaries (the "Company") as of March 31, 1997
and the related condensed  consolidated statements of operations and of cash
flows for the three month periods ended March 31, 1997 and 1996. These 
consolidated financial statements are the responsibility of Company's 
management.

We conducted  our review in  accordance with  standards established by  the
American  Institute of  Certified Public Accountants.   A review  of interim
financial  information consists  principally of applying  analytical procedures
to  financial data  and of  making inquiries of  persons responsible  for
financial  and accounting matters.   It is  substantially less  in scope than
an audit conducted in  accordance with generally accepted auditing standards,
the objective  of which is an expression of  an opinion regarding the
consolidated financial statements taken  as a whole.  Accordingly, we do not
express such an opinion.

Based on our review, we are not aware of  any material modifications that
should be made to such condensed consolidated financial statements for them to
be in conformity with generally accepted accounting principles.

We  have previously  audited, in accordance with  generally accepted  auditing
standards, the  consolidated balance sheet  of the  Company as of December 31,
1996, and the related  consolidated statements of income, stockholders'
equity and  cash flows for the year  then ended (not presented herein); and
in our report dated January 20,  1997, we expressed an  unqualified opinion on
those  consolidated financial statements.  In our opinion, the information set 
forth in the accompanying consolidated balance sheet at December 31, 1996 is 
fairly stated, in all material respects, in relation to the consolidated 
balance sheet from which such information has been derived.




/s/ Deloitte & Touche LLP
--------------------------------

May 2, 1997





                                       8
<PAGE>   9
Penske Motorsports, Inc. Form 10-Q (continued)


ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

OVERVIEW

Penske Motorsports,  Inc. (the Company) is a leading  promoter and marketer of
professional motorsports in the United  States.  The Company owns and  operates
Michigan  Speedway in  Brooklyn, Michigan  and Nazareth  Speedway in  Nazareth,
Pennsylvania  and is  constructing the  California Speedway near Los  Angeles,
California.   The Company also sells  motorsports related merchandise  such as
apparel,  souvenirs and  collectibles through  its subsidiary  Motorsports
International  Corp. (MIC)  and  Goodyear brand  racing  tires  and accessories
through  its subsidiaries Competition Tire West, Inc. (CTW) and Competition
Tire South, Inc. (CTS) in the midwest and southeastern regions of the United
States.

The Company classifies its revenues  as speedway admissions, other speedway
revenues, and merchandise, tires and accessories revenues.  Speedway admissions
includes ticket sales for  racing events held at Michigan Speedway and Nazareth
Speedway.  Other speedway revenues includes revenues from concessions sales,
corporate  hospitality and sponsorship, broadcast revenues and billboard  and
program advertising.  Speedway  admissions and other  speedway revenues are
generally  collected in advance and  recorded as deferred  revenues until the
completion of  the related event.  Merchandise, tires and accessories revenues
includes sales of motorsports related  merchandise and revenues from showcar
appearance fees by  MIC and sales  of racing tires and accessories by CTW and
CTS.   Revenues from sales of merchandise, tires and  accessories is recorded
as income at the time of the sale.

The  Company  classifies its  expenses as  operating, cost  of sales,
depreciation  and amortization  and selling,  general  and administrative
expenses.  Operating  expenses consists primarily of  costs associated with
conducting race  events, such as sanction  fees and wages.   Cost of sales
relates entirely to sales of merchandise, tires and accessories.

Revenues for  the three months ended March 31, 1997 were $5.4 million, compared
to $3.7 million for  the three months ended March 31, 1996.  The Company
recorded a net  loss of $1.5  million, or  $.11 per share,  for the three
months  ended March 31,  1997, compared  to a net  loss of $1 million, or $.10
per share,  for the three months ended March 31, 1996.  The  increase in
revenues in 1997 is due primarily  to additional sales of tires and accessories
resulting from the acquisition  of CTS in March 1996.   The increase in the net
loss in 1997 resulted  primarily from administrative costs at the California
Speedway  and at the Company, both of which had nominal expenses  in the first
quarter of 1996, net of an increase in interest income from the temporary
investment of proceeds from the Company's March 1996 initial public offering.

Total assets increased $23.1  million from December 31,  1996 to March 31,
1997, reflecting an increase of  $6.0 million in receivables,  which represent
advance  billings for 1997  events, and  additions to property  and equipment
of $29.3  million relating to the  construction of  the California Speedway,
net of a decrease of cash of $14.7 million.  The increase in liabilities of





                                       9
<PAGE>   10

Penske Motorsports, Inc. Form 10-Q (continued)


$24.6 million includes  an increase in deferred revenues of $22.7 million,
which reflects sales of tickets, sponsorship revenues and hospitality revenues
for 1997 racing events.

In April,  1997, the  Company entered  into a  definitive option  and voting
agreement  with the  majority shareholder of  North Carolina  Motor Speedway,
Inc. (NCMS), which operates  a speedway in Rockingham, North Carolina.  Under
the terms of the agreement, the majority  shareholder of NCMS would vote  in
favor of a merger of  the Company and NCMS, with each  NCMS shareholder
receiving cash of $18.61 or the  number of shares of common stock of  the
Company equal to $18.61 multiplied by the number of shares of NCMS stock held
divided by $30.00.  The merger is subject to approval by the Board of Directors
and shareholders of NCMS.  The Company also has an option to purchase the 
shares of the majority shareholder of NCMS for approximately 906,542  shares 
of common stock of the  Company.  NCMS promotes two NASCAR Winston Cup series 
events in February and October of each year.

Because of the seasonal concentration of  racing events, the Company has
historically  generated a majority of its revenues and expenses in  the second
and third  quarters of  each year.   In 1997, in  addition to the  weekend
events currently held  in the second  and third quarters,  the Company will
promote one weekend  event at the California Speedway in the fourth quarter
and, if the merger with NCMS is approved, the Company will promote one weekend
event in the fourth quarter at the North Carolina Motor Speedway.  Due to the 
seasonality of the Company's events, the results of operations for  the three 
months ended March 31, 1997 and 1996 are not indicative of the results to be 
expected for the year.


RESULTS OF OPERATIONS

The  percentage relationships between revenues  and other elements  of the
Company's Consolidated  Statements of Operations  for the comparative reporting
periods were:


<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                          -----------------------------
                                                          1997                    1996
                                                          ----                    ----
<S>                                                       <C>                    <C>
REVENUES                                                  100.0%                 100.0%

EXPENSES:
   Operating                                               42.5                   54.0
   Cost of sales                                           59.1                   56.5
   Depreciation and amortization                           14.7                   17.8
   Selling, general and administrative                     32.2                   12.7
                                                          -----                  -----
   TOTAL EXPENSES                                         148.5                  141.0
                                                          -----                  -----

OPERATING LOSS                                            (48.5%)                (41.0%)
                                                          =====                  =====


</TABLE>



                                       10
<PAGE>   11
Penske Motorsports Inc. Form 10-Q (continued)


SEASONALITY AND QUARTERLY RESULTS

Prior to 1997, the Company's  weekend race events were held during  the months
from April  to August.  As a  result, the Company's business  has historically
been highly seasonal.  In 1997, in addition to the existing weekend events, the
Company will promote events  in June, September and October at the California
Speedway and, if the merger with NCMS is approved, the Company will promote
one weekend event at the North Carolina Motor Speedway in October.

Set forth below is summary information with respect to the Company's operations.

<TABLE>
<CAPTION>
($ in thousands)

                     1997                           1996                                     1995
                     -----        ----------------------------------------    ------------------------------------
                     FIRST        FIRST       SECOND     THIRD      FOURTH    FIRST    SECOND    THIRD      FOURTH
                     -----        -----       ------     -----      ------    -----    ------    -----      ------
<S>                <C>        <C>          <C>          <C>       <C>       <C>       <C>       <C>        <C>
REVENUES           $ 5,375    $   3,642    $  24,614    $ 23,962  $  2,957  $ 2,862   $ 17,310  $ 19,285   $ 2,645

NET INCOME (LOSS)   (1,511)        (990)       6,717       6,499    (1,346)  (1,157)     4,237     4,812    (1,118)

NUMBER OF EVENT
WEEKENDS                 -            -            4           2         -        -          3         2         -

</TABLE>

THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31,
1996.

Revenues - Revenues for  the three months ended  March 31, 1997 were $5.4
million, an increase of $1.7 million,  or 44.7% compared to  the same period in
1996 due primarily to sales of tires and accessories by CTS, which was
purchased at  the end of March 1996 and was not included in the consolidated
results for the first quarter of 1996.

Operating  Expenses - Operating expenses  of $2.3 million for  the three months
ended  March 31, 1997 increased $.3 million,  or 14.0%, from the three months
ended March 31, 1996 due primarily to the acquisition of CTS.

Cost of  Sales - Cost  of sales for  the three months  ended March  31, 1997
was  $3.2 million, or  59.1% of merchandise,  tires and accessories revenues,
compared to $2.1 million,  or 56.5% of those same revenues for the
corresponding period  of 1996.  The increase in cost of  sales as a percentage
of revenues reflects a change in the mix of merchandise, tires and accessories
revenues as a result of the acquisition of CTS and an increase in sales of
wholesale merchandise by MIC, which have a lower gross profit margin.

Depreciation and Amortization  - Depreciation and amortization expense  of $.8
million for the  three months ended March 31, 1997  increased $.1 million,  or
19.5%,  compared to the  same period in  1996 due  to capital improvements,
primarily additional seating and  repaving at Michigan Speedway and Nazareth
Speedway, and the opening of administrative offices at the California Speedway.

Selling, General and  Administrative - Selling, general and  administrative
expenses of $1.7 million  for the three months ended March  31, 1997 increased
$1.3 million from the same period in 1996. This increase is due to the
acquisition of CTS and administrative expenses at the





                                       11
<PAGE>   12

Penske Motorsports, Inc. Form 10-Q (continued)


California Speedway and the Company.  These expenses were not significant for 
the  three months ended March 31, 1996.

Interest  - The Company recorded net interest income for the three months ended
March  31, 1997 of $125,000, compared to net interest expense of $6,000 in
1996.  The interest income resulted from temporarily investing the proceeds of
the Company's March 1996 initial public offering  while the reduced interest
expense reflects the repayment of existing debt.

Income Tax Expense  - Income tax  expense is  reported during  the interim
reporting periods on  the basis  of the  Company's estimated  annual effective
tax rate for the  taxable jurisdictions in which the Company  operates.  The
effective tax  rate for the three months ended March  31, 1997 is 39.1%,
compared to 35.2% in 1996,  due primarily to higher state taxes  and the
treatment of CTW  as a Subchapter S  Corporation in the first quarter of 1996.

Net  Loss - The net loss for the three  months ended March 31, 1997 was $1.5
million,  a decrease of $.5 million, or 52.6%, over the net loss of $1.0
million for the  three months ended March 31, 1996.   The increase in the net
loss for 1997 primarily reflects administrative  expenses at the California
Speedway and the  Company, net of  an increase  in interest income  from the
temporary  investment of proceeds of  the Company's initial public offering.


LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has relied on cash flows  from operating activities
supplemented, as necessary, by bank borrowings to finance  working capital,
investments and capital expenditures.  The Company used a  portion of the
proceeds of its  March 1996 initial public offering to repay debt and is using
the remainder to fund construction of the California Speedway.

For the three months  ended March  31, 1997, the  Company generated  cash flows
of  $16.2 million  from operating activities,  compared to  $3.5 million  in
1996.  This increase is primarily due to an increase in deferred revenues of
$22.7 million, representing increased advance sales for the 1997 racing  season
as compared to the same  period in 1996.  The  Company used $30.1 in investing
activities  for additions of property and equipment, most of which was for
construction of the California Speedway, and $800,000 was used for financing
activities to repay debt.

The Company has a $20 million unsecured line of credit, all of which was
available as of March 31, 1997.  This line of credit will  be used for general
working capital needs and, if necessary, to finance the completion of the
California Speedway and other capital expenditures.

The Company believes it  has sufficient resources from  existing cash balances
and  from operating activities and, if  necessary, from borrowing under its
line of  credit to satisfy ongoing cash requirements for the next twelve
months, including construction of the California Speedway and other  capital
requirements.   The California Speedway is  currently estimated to cost
approximately $114 million.   The estimated construction cost has increased
from





                                       12
<PAGE>   13
Penske Motorsports, Inc. Form 10-Q (continued)


original  estimates  due  to additional  seating  capacity, enhancements  to
customer amenities  and further  upgrades  to the  quality  of the facilities.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

Except for the historical information contained herein, certain matters 
discussed in this Form 10-Q are forward-looking statements which involve 
risks and uncertainties, including but not limited to the Company's ability to
maintain good working relationships with the sanctioning bodies for its
events, complete on schedule the construction of the California Speedway, 
obtain sanctioning agreements for events at the California Speedway and complete
the proposed merger between the Company and NCMS, as well as other risks and
uncertainties affecting the Company's operations, such as competition,
environmental, industry sponsorships, governmental regulation, dependence on
key  personnel, the Company's ability  to control construction and operational
costs, the impact of  bad weather at  the Company's  events and those  other
factors discussed  in the Company's filings  with the Securities and Exchange
Commission.





                                       13
<PAGE>   14

Penske Motorsports, Inc. Form 10-Q (continued)



                          PART II - OTHER INFORMATION


ITEM 2.  LEGAL PROCEEDINGS

In  March 1997, two  purported class action companion  lawsuits were filed  in
the United  States District Court, Northern  District of Georgia, against
approximately 28 businesses, including  Penske Motorsports, Inc. and its
subsidiary, Motorsports International Corp., many  of which are involved in
the sale  of souvenirs and  merchandise at  NASCAR Winston  Cup races.   The
lawsuits allege,  in substance,  that the  defendants unlawfully conspired to
fix the prices of souvenirs and merchandise at these races in violation of
federal antitrust laws.  Penske Motorsports, Inc. and Motorsports International
Corp. dispute the claims and expect to vigorously defend themselves.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        
        Exhibit Number and Description                            
        ------------------------------                            
                                                                  
(a) 10.1 Amended and Restated Stockholder Option and              
    Voting Agreement.                                             
                                                                  
    15.1 Letter RE: unaudited interim financial                   
    information.                                                  
                                                                  
    27    Financial Data Schedules                                
                                                                  
(b) The Company was not required to file a Form 8-K               
    during the three months ended March 31, 1997.                 
                                                                  
                                                                  



                                       14
<PAGE>   15
Penske Motorsports, Inc. Form 10-Q (continued)



                                   SIGNATURE


Pursuant to the  requirements of the Securities Exchange Act of  1934, the
registrant has duly caused this report to be  signed on its behalf by the
undersigned thereunto duly authorized.


                                         PENSKE MOTORSPORTS, INC.

Date:  May 12, 1997                    By:  /s/ James H. Harris
                                            -----------------------------------
                                       Its: Senior Vice President and Treasurer
                                            (Principal Financial Officer)





                                       15
<PAGE>   16
                                EXHIBIT INDEX

        
Exhibit Number          Description                            
--------------          -----------                            
                                                                  
    10.1          Amended and Restated Stockholder Option and Voting Agreement.
                                                                  
    15.1          Letter RE: unaudited interim financial information.         
                                                                  
    27            Financial Data Schedules