<PAGE>   1

    As filed with the Securities and Exchange Commission on August 31, 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)


                                      NONE
   (Individual Agreements with employees of Virgin Interactive Entertainment
        plc., each of which constitutes an employee benefit plan within
           the meaning of Rule 405 under the Securities Act of 1933)
                              (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

<TABLE>
<CAPTION>
    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                                                                      
$0.10 par value         1,268,341        $ 5.83 to $ 9.4375   $ 11,256,395               $ 3,882
</TABLE>

(1)  With respect to 1,028,121 shares, calculated in accordance with Rule
     457(c) on the basis of the average high and low sales prices of the
     Company's Common Stock on August 29, 1994, as reported by the New York
     Stock Exchange.  With respect to 240,220 shares, calculated in accordance
     with Rule 457(h) on the basis of the exercise prices of options as
     follows:  168,154 shares ($6.74) and 72,066 shares ($5.83).
================================================================================
<PAGE>   2
                             INTRODUCTORY STATEMENT

   This Registration Statement on Form S-8 is being filed to register 1,268,341
shares of Common Stock, par value $.10 per share (the "Common Stock"), of
Spelling Entertainment Group Inc. (the "Company"), for issuance upon the
exercise of options and other rights granted to employees of Virgin Interactive
Entertainment plc. ("VIE") in connection with the Company's acquisition of a
majority of the outstanding ordinary shares of VIE.

   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 Reports on Form 10-Q for
the quarters ended March 31, 1994 and June 30, 1994; (3) the Company's Current
Reports on Form 8-K dated April 26, 1994, June 28, 1994, July 30, 1994 and
August 23, 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.





                                      II-1
<PAGE>   4
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 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
         (incorporated by reference to Exhibit 3(i)(b) to the Registrant's
         Registration Statement No.  33-53951 on Form S-8).

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 LLP.

23.3     Consent of Price Waterhouse LLP.

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





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

   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 (1)(i) and (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.

                 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





                                      II-3
<PAGE>   6
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.

                 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 August 31, 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           August 31, 1994
- ---------------------            of Directors                                
H. Wayne Huizenga                
                                                                
                                                                
/s/ AARON SPELLING               Vice Chairman of the Board      August 31, 1994
- ------------------               of Directors                                
Aaron Spelling                   
                                                                
                                                                
/s/ STEVEN R. BERRARD            President, Chief Executive      August 31, 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,           August 31, 1994
- --------------------          Treasurer and Chief Financial                  
Thomas P. Carson              Officer (Principal Financial     
                              Officer)                         
                                                               
                                                               
/s/ KATHLEEN COUGHLAN         Vice President and               August 31, 1994
- ---------------------         Corporate Controller                           
Kathleen Coughlan             (Principal Accounting Officer)   
                                                               
                                                               
/s/ JOHN T. LAWRENCE III      Director                         August 31, 1994
- ------------------------                                                     
John T. Lawrence III                                           
                                                               
                                                               
                                                               
/s/ ALFRED W. MARTINELLI      Director                         August 31, 1994
- ------------------------                                                      
Alfred W. Martinelli                                           
                                                               
                                                               
                                                               
/s/ JOHN L. MUETHING          Director                         August 31, 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
          (incorporated by reference to Exhibit 3(i)(b) to the Registrant's
          Registration Statement No.  33-53951 on Form S-8).

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 LLP.

23.3      Consent of Price Waterhouse LLP.

23.4      Consent of legal counsel (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17625}]
{"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": "033-55305", "film-number": "94547543"}, "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 August 31, 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)

                                      NONE
   (Individual Agreements with employees of Virgin Interactive Entertainment
        plc., each of which constitutes an employee benefit plan within
           the meaning of Rule 405 under the Securities Act of 1933)
                              (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                                                                      
$0.10 par value         1,268,341        $ 5.83 to $ 9.4375   $ 11,256,395               $ 3,882
(1)  With respect to 1,028,121 shares, calculated in accordance with Rule
     457(c) on the basis of the average high and low sales prices of the
     Company's Common Stock on August 29, 1994, as reported by the New York
     Stock Exchange.  With respect to 240,220 shares, calculated in accordance
     with Rule 457(h) on the basis of the exercise prices of options as
     follows:  168,154 shares ($6.74) and 72,066 shares ($5.83).
================================================================================
2
                             INTRODUCTORY STATEMENT

   This Registration Statement on Form S-8 is being filed to register 1,268,341
shares of Common Stock, par value $.10 per share (the "Common Stock"), of
Spelling Entertainment Group Inc. (the "Company"), for issuance upon the
exercise of options and other rights granted to employees of Virgin Interactive
Entertainment plc. ("VIE") in connection with the Company's acquisition of a
majority of the outstanding ordinary shares of VIE.

   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 Reports on Form 10-Q for
the quarters ended March 31, 1994 and June 30, 1994; (3) the Company's Current
Reports on Form 8-K dated April 26, 1994, June 28, 1994, July 30, 1994 and
August 23, 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.

                                      II-1
4
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 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
         (incorporated by reference to Exhibit 3(i)(b) to the Registrant's
         Registration Statement No.  33-53951 on Form S-8).

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 LLP.

23.3     Consent of Price Waterhouse LLP.

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

                                      II-2
5
ITEM 9.  UNDERTAKINGS.

   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 (1)(i) and (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.

                 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

                                      II-3
6
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.

                 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 August 31, 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           August 31, 1994
- ---------------------            of Directors                                
H. Wayne Huizenga                
                                                                
                                                                
/s/ AARON SPELLING               Vice Chairman of the Board      August 31, 1994
- ------------------               of Directors                                
Aaron Spelling                   
                                                                
                                                                
/s/ STEVEN R. BERRARD            President, Chief Executive      August 31, 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,           August 31, 1994
- --------------------          Treasurer and Chief Financial                  
Thomas P. Carson              Officer (Principal Financial     
                              Officer)                         
                                                               
                                                               
/s/ KATHLEEN COUGHLAN         Vice President and               August 31, 1994
- ---------------------         Corporate Controller                           
Kathleen Coughlan             (Principal Accounting Officer)   
                                                               
                                                               
/s/ JOHN T. LAWRENCE III      Director                         August 31, 1994
- ------------------------                                                     
John T. Lawrence III                                           
                                                               
                                                               
                                                               
/s/ ALFRED W. MARTINELLI      Director                         August 31, 1994
- ------------------------                                                      
Alfred W. Martinelli                                           
                                                               
                                                               
                                                               
/s/ JOHN L. MUETHING          Director                         August 31, 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
          (incorporated by reference to Exhibit 3(i)(b) to the Registrant's
          Registration Statement No.  33-53951 on Form S-8).

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 LLP.

23.3      Consent of Price Waterhouse LLP.

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