<PAGE>   1

      As filed with the Securities and Exchange Commission on June 2, 1994
                                                            Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________

                                    Form S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933
                                _______________

                       SPELLING ENTERTAINMENT GROUP INC.
               (Exact name of issuer as specified in its charter)

             Florida                                  59-0862100
 (State or other jurisdiction of        (I.R.S. Employer Identification Number)
  incorporation or organization)

         5700 Wilshire Boulevard
         Los Angeles, California                         90036
 (Address of principal executive offices)              (Zip Code)

            Spelling Entertainment Group Inc. 1994 Stock Option Plan
                              (full title of plan)

                               Thomas W. Hawkins
                  Vice President, General Counsel & Secretary
                             One Blockbuster Plaza
                        Fort Lauderdale, Florida  33301
                    (Name and address of agent for service)

                                 (305) 832-3000
         (Telephone number, including area code, of agent for service)

<TABLE>  
<CAPTION>
                                     CALCULATION OF REGISTRATION FEE
============================================================================================================         
       Title of                             Proposed maximum      Proposed maximum
    Securities to        Amount to be        offering price           aggregate            Amount of
    be registered         registered         per share (1)       offering price (1)     registration fee (1)
- ------------------------------------------------------------------------------------------------------------
   <S>                    <C>                  <C>                  <C>                     <C>
   Common Stock           4,500,000            $10.00               $45,000,000             $15,517.22
   $0.10 par value          Shares
============================================================================================================         
</TABLE>


(1)      Calculated in accordance with Rule 457(c) on the basis of the average
         of the high and low sales prices of the Company's Common Stock on May
         31, 1994.
<PAGE>   2
                             INTRODUCTORY STATEMENT

         This Registration Statement on Form S-8 is being filed to register
4,500,000 shares of Common Stock, par value $.10 per share (the "Common
Stock"), of Spelling Entertainment Group Inc., for issuance upon the exercise
of options to be granted under the Spelling Entertainment Group Inc. 1994 Stock
Option Plan.

         Pursuant to Rule 428(b)(1), promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the information required by Part I of
Form S-8 will be sent or given to employees, as specified in such Rule, in the
form of a prospectus that meets the requirements of Section 10(a) of the
Securities Act.  In accordance with the note which precedes the instructions to
Part I of Form S-8, the prospectus has not been filed with the Securities and
Exchange Commission either as part of this registration statement or as a
prospectus or prospectus supplement.
<PAGE>   3
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Securities and
Exchange Commission by Spelling Entertainment Group Inc. (the "Company") under
the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:  (1) The Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, (2) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994, (3) the Company's Current
Report on Form 8-K dated April 26, 1994 and (4) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A under
Section 12 of the Exchange Act, dated April 17, 1972.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and 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 in this
registration statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document all or a portion of which is
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 that 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.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  EXPERTS.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 607.0850 of the Florida Business Corporation Act empowers the
Company to indemnify, subject to the standards set forth therein, any person in
connection





                                      II-1

<PAGE>   4
with any proceeding brought by reason of the fact that he is or was a director,
officer, employee or agent of the Company (or served at the request of the
Company in certain similar capacities with other entities).  Article XI of the
Company's Bylaws provide for the indemnification by the Company of each
director, officer, employee or agent of the Company to the full extent
permitted by Florida Law.

         The Company has entered into indemnification agreements with its
directors and officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

         Number and Description of Exhibit

3(i)(a)  Articles of Incorporation of the Registrant, as amended (incorporated
         by reference to Exhibit 3(i) to the Registrant's Annual Report on Form
         10-K for the fiscal year ended December 31, 1993).

3(i)(b)  Articles of Amendment to Articles of Incorporation of the Registrant.

3(ii)    Bylaws of the Registrant, as amended (incorporated by reference to
         Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1993).

5        Opinion of legal counsel (including consent).

23.1     Consent of Arthur Andersen & Co.

23.2     Consent of Ernst & Young.

23.3     Consent of Price Waterhouse.

23.4     Consent of legal counsel (included in Exhibit 5).

99       Spelling Entertainment Group Inc. 1994 Stock Option Plan (incorporated
         by reference to the Registrant's Notice of Annual Meeting and Proxy
         Statement dated April 27, 1994).





                                      II-2
<PAGE>   5
ITEM 9.  UNDERTAKINGS.

         (a)      The Registrant 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 the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement;

                          (iii)  To include any material information with 
                  respect to the plan of distribution not previously
                  disclosed in the registration statement or any material
                  change to such information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1) (ii) do
         not apply if the registration statement is on Form S-3 or Form S-8,
         and the information required to be included in a post- effective
         amendment by those paragraphs is contained in periodic reports filed
         by the registrant pursuant to Section 13 or section 15(d) of the
         Exchange Act that are incorporated by reference in the 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.

         (b)      The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Exchange Act (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is 
incorporated by reference in the registration statement shall be deemed to be 
a new registration statement relating to the securities offered therein, and the



                                      II-3

<PAGE>   6
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h)      Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.





                                      II-4

<PAGE>   7
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on June 2, 1994.


                                    SPELLING ENTERTAINMENT GROUP INC.


                                    By: /s/ STEVEN R. BERRARD
                                        -------------------------------------
                                        Steven R. Berrard
                                        President and Chief Executive Officer



         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the 
following persons in the capacities and on the dates indicated.


     Signature                        Title                           Date
     ---------                        -----                           ----


/s/ H. WAYNE HUIZENGA           Chairman of the Board            June 2, 1994
- ---------------------           of Directors                                 
H. Wayne Huizenga               
                                                                
                                                                
/s/ AARON SPELLING              Vice Chairman of the Board       June 2, 1994
- ------------------              of Directors                                 
Aaron Spelling                  
                                                                
                                                                
/s/ STEVEN R. BERRARD           President, Chief Executive       June 2, 1994
- ---------------------           Officer and Director                         
Steven R. Berrard               (Principal Executive Officer)   
                                                                


                     [Signatures continued on next page]



                                     II-5

<PAGE>   8
                  [Signatures continued from previous page]



/s/ THOMAS P. CARSON          Senior Vice President,             June 2, 1994
- --------------------          Treasurer and Chief Financial                  
Thomas P. Carson              Officer (Principal Financial       
                              Officer)                           
                                                                 
                                                                 
                                                                 
/s/ KATHLEEN COUGHLAN         Vice President and                 June 2, 1994
- ---------------------         Corporate Controller                           
Kathleen Coughlan             (Principal Accounting Officer)     
                                                                 
                                                                 
                                                                 
/s/ JOHN T. LAWRENCE          Director                           June 2, 1994
- --------------------                                                         
John T. Lawrence                                                 
                                                                 
                                                                 
                                                                 
/s/ S. CRAIG LINDNER          Director                           June 2, 1994
- --------------------                                             
S. Craig Lindner                                                             
                                                                 
                                                                 
                                                                 
/s/ ALFRED W. MARTINELLI      Director                           June 2, 1994
- ------------------------                                                     
Alfred W. Martinelli                                             
                                                                 
                                                                 
                                                                 
/s/ JOHN L. MUETHING          Director                           June 2, 1994
- --------------------                                                         
John L. Muething                                                 
                             



                                     II-6

<PAGE>   9
                       SPELLING ENTERTAINMENT GROUP INC.

                                EXHIBIT INDEX


         Number and Description of Exhibit

3(i)(a)  Articles of Incorporation of the Registrant, as amended (incorporated 
         by reference to Exhibit 3(i) to the Registrant's Annual Report
         on Form 10-K for the fiscal year ended December 31, 1993).

3(i)(b)  Articles of Amendment to Articles of Incorporation of the Registrant.

3(ii)    Bylaws of the Registrant, as amended (incorporated by reference to 
         Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1993).

5        Opinion of legal counsel (including consent).

23.1     Consent of Arthur Andersen & Co.

23.2     Consent of Ernst & Young.

23.3     Consent of Price Waterhouse.

23.4     Consent of legal counsel (included in Exhibit 5).

99       Spelling Entertainment Group Inc. 1994 Stock Option Plan (incorporated
         by reference to the Registrant's Notice of Annual Meeting and Proxy 
         Statement dated April 27, 1994).
[{"type": "S-8", "sequence": "1", "description": "SPELLING FORM S-8", "secsgml_size_bytes": 17699}]
{"company-data": {"conformed-name": "SPELLING ENTERTAINMENT GROUP INC", "cik": "0000312667", "assigned-sic": "7822", "irs-number": "590862100", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53951", "film-number": "94532803"}, "business-address": {"street1": "ONE BLOCKBUSTER PLZ", "city": "FT LAUDERDALE", "state": "FL", "zip": "33301", "phone": "3058323000"}, "former-company": {"former-conformed-name": "CHARTER CO", "date-changed": "19920703"}}
1

      As filed with the Securities and Exchange Commission on June 2, 1994
                                                            Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________

                                    Form S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933
                                _______________

                       SPELLING ENTERTAINMENT GROUP INC.
               (Exact name of issuer as specified in its charter)

             Florida                                  59-0862100
 (State or other jurisdiction of        (I.R.S. Employer Identification Number)
  incorporation or organization)

         5700 Wilshire Boulevard
         Los Angeles, California                         90036
 (Address of principal executive offices)              (Zip Code)

            Spelling Entertainment Group Inc. 1994 Stock Option Plan
                              (full title of plan)

                               Thomas W. Hawkins
                  Vice President, General Counsel & Secretary
                             One Blockbuster Plaza
                        Fort Lauderdale, Florida  33301
                    (Name and address of agent for service)

                                 (305) 832-3000
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================         
       Title of                             Proposed maximum      Proposed maximum
    Securities to        Amount to be        offering price           aggregate            Amount of
    be registered         registered         per share (1)       offering price (1)     registration fee (1)
- ------------------------------------------------------------------------------------------------------------
Common Stock           4,500,000            $10.00               $45,000,000             $15,517.22
   $0.10 par value          Shares
============================================================================================================
(1)      Calculated in accordance with Rule 457(c) on the basis of the average
         of the high and low sales prices of the Company's Common Stock on May
         31, 1994.
2
                             INTRODUCTORY STATEMENT

         This Registration Statement on Form S-8 is being filed to register
4,500,000 shares of Common Stock, par value $.10 per share (the "Common
Stock"), of Spelling Entertainment Group Inc., for issuance upon the exercise
of options to be granted under the Spelling Entertainment Group Inc. 1994 Stock
Option Plan.

         Pursuant to Rule 428(b)(1), promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the information required by Part I of
Form S-8 will be sent or given to employees, as specified in such Rule, in the
form of a prospectus that meets the requirements of Section 10(a) of the
Securities Act.  In accordance with the note which precedes the instructions to
Part I of Form S-8, the prospectus has not been filed with the Securities and
Exchange Commission either as part of this registration statement or as a
prospectus or prospectus supplement.
3
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Securities and
Exchange Commission by Spelling Entertainment Group Inc. (the "Company") under
the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:  (1) The Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, (2) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994, (3) the Company's Current
Report on Form 8-K dated April 26, 1994 and (4) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A under
Section 12 of the Exchange Act, dated April 17, 1972.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and 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 in this
registration statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document all or a portion of which is
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 that 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  EXPERTS.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 607.0850 of the Florida Business Corporation Act empowers the
Company to indemnify, subject to the standards set forth therein, any person in
connection

                                      II-1
4
with any proceeding brought by reason of the fact that he is or was a director,
officer, employee or agent of the Company (or served at the request of the
Company in certain similar capacities with other entities).  Article XI of the
Company's Bylaws provide for the indemnification by the Company of each
director, officer, employee or agent of the Company to the full extent
permitted by Florida Law.

         The Company has entered into indemnification agreements with its
directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Number and Description of Exhibit

3(i)(a)  Articles of Incorporation of the Registrant, as amended (incorporated
         by reference to Exhibit 3(i) to the Registrant's Annual Report on Form
         10-K for the fiscal year ended December 31, 1993).

3(i)(b)  Articles of Amendment to Articles of Incorporation of the Registrant.

3(ii)    Bylaws of the Registrant, as amended (incorporated by reference to
         Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1993).

5        Opinion of legal counsel (including consent).

23.1     Consent of Arthur Andersen & Co.

23.2     Consent of Ernst & Young.

23.3     Consent of Price Waterhouse.

23.4     Consent of legal counsel (included in Exhibit 5).

99       Spelling Entertainment Group Inc. 1994 Stock Option Plan (incorporated
         by reference to the Registrant's Notice of Annual Meeting and Proxy
         Statement dated April 27, 1994).

                                      II-2
5
ITEM 9.  UNDERTAKINGS.

         (a)      The Registrant 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 the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement;

                          (iii)  To include any material information with 
                  respect to the plan of distribution not previously
                  disclosed in the registration statement or any material
                  change to such information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1) (ii) do
         not apply if the registration statement is on Form S-3 or Form S-8,
         and the information required to be included in a post- effective
         amendment by those paragraphs is contained in periodic reports filed
         by the registrant pursuant to Section 13 or section 15(d) of the
         Exchange Act that are incorporated by reference in the 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.

         (b)      The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Exchange Act (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is 
incorporated by reference in the registration statement shall be deemed to be 
a new registration statement relating to the securities offered therein, and the

                                      II-3
6
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h)      Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on June 2, 1994.

                                    SPELLING ENTERTAINMENT GROUP INC.

                                    By: /s/ STEVEN R. BERRARD
                                        -------------------------------------
                                        Steven R. Berrard
                                        President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the 
following persons in the capacities and on the dates indicated.

     Signature                        Title                           Date
     ---------                        -----                           ----

/s/ H. WAYNE HUIZENGA           Chairman of the Board            June 2, 1994
- ---------------------           of Directors                                 
H. Wayne Huizenga               
                                                                
                                                                
/s/ AARON SPELLING              Vice Chairman of the Board       June 2, 1994
- ------------------              of Directors                                 
Aaron Spelling                  
                                                                
                                                                
/s/ STEVEN R. BERRARD           President, Chief Executive       June 2, 1994
- ---------------------           Officer and Director                         
Steven R. Berrard               (Principal Executive Officer)   
                                                                

                     [Signatures continued on next page]

                                     II-5
8
                  [Signatures continued from previous page]

/s/ THOMAS P. CARSON          Senior Vice President,             June 2, 1994
- --------------------          Treasurer and Chief Financial                  
Thomas P. Carson              Officer (Principal Financial       
                              Officer)                           
                                                                 
                                                                 
                                                                 
/s/ KATHLEEN COUGHLAN         Vice President and                 June 2, 1994
- ---------------------         Corporate Controller                           
Kathleen Coughlan             (Principal Accounting Officer)     
                                                                 
                                                                 
                                                                 
/s/ JOHN T. LAWRENCE          Director                           June 2, 1994
- --------------------                                                         
John T. Lawrence                                                 
                                                                 
                                                                 
                                                                 
/s/ S. CRAIG LINDNER          Director                           June 2, 1994
- --------------------                                             
S. Craig Lindner                                                             
                                                                 
                                                                 
                                                                 
/s/ ALFRED W. MARTINELLI      Director                           June 2, 1994
- ------------------------                                                     
Alfred W. Martinelli                                             
                                                                 
                                                                 
                                                                 
/s/ JOHN L. MUETHING          Director                           June 2, 1994
- --------------------                                                         
John L. Muething                                                 
                             

                                     II-6
9
                       SPELLING ENTERTAINMENT GROUP INC.

                                EXHIBIT INDEX

         Number and Description of Exhibit

3(i)(a)  Articles of Incorporation of the Registrant, as amended (incorporated 
         by reference to Exhibit 3(i) to the Registrant's Annual Report
         on Form 10-K for the fiscal year ended December 31, 1993).

3(i)(b)  Articles of Amendment to Articles of Incorporation of the Registrant.

3(ii)    Bylaws of the Registrant, as amended (incorporated by reference to 
         Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1993).

5        Opinion of legal counsel (including consent).

23.1     Consent of Arthur Andersen & Co.

23.2     Consent of Ernst & Young.

23.3     Consent of Price Waterhouse.

23.4     Consent of legal counsel (included in Exhibit 5).

99       Spelling Entertainment Group Inc. 1994 Stock Option Plan (incorporated
         by reference to the Registrant's Notice of Annual Meeting and Proxy 
         Statement dated April 27, 1994).