As filed with the Securities and Exchange Commission on April 5, 1996
                                                Registration No. 33-


             SECURITIES AND EXCHANGE COMMISSION


                   Washington, D.C. 20549




                         FORM S-8
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


           METROMEDIA INTERNATIONAL GROUP, INC.
   (Exact name of registrant as specified in its charter)


        DELAWARE                              58-0971455
(State or other jurisdiction of              (IRS Employer
incorporation or organization)            Identification No.)


                      945 East Paces Ferry Road
                           Suite 2210
                      Atlanta, Georgia 30326
                        (404) 261-6190
      (Address of Principal Executive Offices) (Zip Code)

              METROMEDIA INTERNATIONAL TELECOMMUNICATIONS, INC.
                            1994 STOCK OPTION PLAN


                    (Full titles of the plans)

                          Arnold L. Wadler
                Metromedia International Group, Inc.
                       c/o Metromedia Company
                       One Meadowlands Plaza
                 East Rutherford, New Jersey 07073
                  (Name and address of agent for service)
                              (201) 531-8000
       (Telephone number, including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of       Amount to be        Proposed Maximum Offering         Proposed Maximum              Amount of
Securities to be Registered   Registered            Price Per Share(1)        Aggregate Offering Price(1)      Registration Fee
<S>                          <C>                   <C>                           <C>                           <C>
Common Stock, par value           593,783 (2)             $13.5625                      $8,053,181.90             $1610.64
$1.00 per share
</TABLE>

(1) Estimated solely for the purpose of computing the registration fee in 
accordance with Rule 457(c) and 457(h) under the Securities Act of 1933, 
as amended (the "Securities Act").  The Proposed Maximum Offering Price 
was determined by averaging the high and low prices of the Common Stock, 
$1.00 per share par value ("Common Stock"), of Metromedia International 
Group, Inc. ("MIG") as reported on the American Stock Exchange Composite 
Tape on April 3, 1996.

(2) Consists of 593,783 shares of Common Stock to be issued to certain 
employees, agents and directors of, and consultants to, MIG's wholly-owned 
subsidiary, Metromedia International Telecommunications, Inc. ("MITI"), 
upon the exercise by such employees of options granted to them  pursuant 
to the MITI 1994 Stock Option Plan, which options were converted into 
options to acquire shares of Common Stock in connection with  the 
November 1, 1995 merger of MITI with and into a subsidiary of MIG 
(the "MITI-MIG Merger").



<PAGE>



                      EXPLANATORY NOTE


          The  Section  10(a)  prospectuses being delivered by Metromedia
International  Group,  Inc.  (the  "Company")   to  participants  in  the
Metromedia International Telecommunications, Inc.  1994 Stock Option Plan
(the  "MITI  Stock  Option  Plan")  as  required  by Rule 428  under  the
Securities  Act  of 1933, as amended (the "Securities  Act"),  have  been
prepared in accordance  with  the  requirements of Form S-8 and relate to
shares of common stock, par value $1.00  per  share,  of the Company (the
"Common  Stock")  which have been reserved for issuance pursuant  to  the
MITI Stock Option Plan.   The  information regarding the Plan required in
the Section 10(a) prospectuses is  included in documents being maintained
and delivered by the Company as required by Rule 428 under the Securities
Act.  The Company shall provide to participants  in  the  Plan  a written
statement advising them of the availability without charge, upon  written
or  oral  request,  of documents incorporated by reference herein, as  is
required by Item 2 of Part I of Form S-8.


                           PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The  following  documents  filed  by  Metromedia  International
Group, Inc. (the  "Company")  with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

          1.   The Company's Annual  Report  on  Form 10-K for the fiscal
year ended December 31, 1995 (File No. 1-5706);

          2.   The Company's Current Report on Form 8-K dated January 31,
1996 (File No. 1-5706); and

          3.   The description of the Company's Common  Stock,  par value
$1.00  per  share,  contained in the Company's Registration Statement  on
Form 8-A, dated November 1, 1995, including any amendment or report filed
for the purpose of updating such description (File No. 1-5706).

		All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of  the Securities  Act of 1934, as amended, subsequent
to  the date of this registration statement and prior to the  filing  of a
post-effective  amendment which indicates that all  securities  registered

<PAGE>

hereby 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 part hereof from the date of filing of
such documents.

Item 4.  	Description of Securities

		Not Applicable.

Item 5.	Interests of Named Experts and Counsel

		Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the General  Corporation  Law  of  the  State of
Delaware   (the  "Delaware  Law")  empowers  a  Delaware  Corporation  to
indemnify any  persons  who are, or are threatened to be made, parties to
any threatened, pending or  completed  legal action, suit or proceedings,
whether civil, criminal, administrative  or  investigative (other than an
action by or in the right of such corporation),  by  reason  of  the fact
that  such  person  was  an  officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director,  officer,  employee  or   agent   of   another  corporation  or
enterprise.  The indemnity may include judgments,  fines, amounts paid in
settlement  and   expenses  (including  attorneys'  fees)   actually  and
reasonably  incurred by such person in connection with such action,  suit
or proceeding, provided that such officer or director acted in good faith
and in a manner  he  reasonably  believed  to be in or not opposed to the
corporation's best interests, and, with respect  to criminal proceedings,
had no reasonable cause to believe his conduct was  illegal.   A Delaware
corporation  may  indemnify  its  officers and directors against expenses
actually and reasonably incurred by  them in connection with an action by
or in the right of the corporation under the same conditions, except that
no indemnification is permitted without  judicial approval if the officer
or  director  is  adjudged  to  be  liable  to  the  corporation  in  the
performance of his duty.  Where an officer or director  is  successful on
the merits or otherwise in the defense of any action referred  to  above,
the  corporation  must  indemnify  him  against  the  expenses which such
officer  or  director  actually  and  reasonably  incurred in  connection
therewith.

          Section 102(b)(7) of the Delaware Law further  provides  that a
corporation  in  its  certificate of incorporation may eliminate or limit
the personal liability  of  its  directors  to  the  corporation  or  its
stockholders   for   breach   of   their   fiduciary  duties  in  certain
circumstances.

<PAGE>

          In  accordance  with  Section  145 of  the  Delaware  Law,  the
Company's Restated Certificate of Incorporation provides that the Company
shall indemnify its officers and directors  against,  among other things,
any and all judgments, fines, penalties, amounts paid in  settlements and
expenses  paid  or  incurred  by virtue of the fact that such officer  or
director was acting in such capacity to the extent not prohibited by law.

          In addition, as permitted  by Section 102(b)(7) of the Delaware
Law,  the  Company's Restated Certificate  of  Incorporation  contains  a
provision limiting  the personal liability of the Company's directors for
violations of their fiduciary  duties  to the fullest extent permitted by
the Delaware Law.  This provision eliminates each director's liability to
the Company or its stockholders for monetary  damages  except (i) for any
breach  of  the  director's  duty  of  loyalty  to  the  Company  or  its
stockholders,  (ii)  for  acts  or omissions not in good faith  or  which
involve intentional misconduct or a knowing violation of law, (iii) under
Section  174  of the DGCL, or (iv)  for  any  transaction  from  which  a
director derived  an  improper  personal  benefit.  The general effect of
this  provision  is  to eliminate a  director's  personal  liability  for
monetary damages for actions  involving  a breach of his or her fiduciary
duty of care, including any such actions involving gross negligence.

          In addition, in accordance with  the  Delaware Law and pursuant
to the Company's Restated Certificate of Incorporation,  the  Company  is
authorized to purchase and maintain insurance on behalf of any person who
is  or  was  a director, officer, employee or agent of the Company, or is
was serving at  the  request  of  the  Company  as  a  director, officer,
employee  or  agent  of another corporation, partnership, joint  venture,
trust or other enterprise  against  any  liability  asserted against such
person and incurred by such person in any such capacity,  or  arising out
of  such  person's status as such, whether or not the Company would  have
the power to  indemnify  such person against liability under the Delaware
Law.

          The Company has  entered  into agreements (the "Indemnification
Agreements") with certain directors and  officers  of  the  Company  (the
"Indemnified  Parties")  which  require  the  Company  to  indemnify each
Indemnified  Party  against,  and  to advance expenses incurred  by  each
Indemnified Party in the defense of,  any claim arising out of his or her
employment   to   the   fullest   extent  permitted   under   law.    The
Indemnification Agreements also provide,  among  other  things,  for  (i)
advancement  by  the  Company  of  expenses  incurred  by the director or
officer  in  defending  certain  litigation, (ii) the appointment  of  an
independent legal counsel to determine 

<PAGE>

whether the director or officer is 
entitled to indemnity and (iii) the  continued maintenance by the Company
of directors' and officers' liability  insurance  providing each director
or  officer  who  is  a party to any such agreement with  $5  million  of
primary coverage and an  excess policy providing $5 million of additional
coverage.   These  Indemnification   Agreements   were  approved  by  the
stockholders at the Company's 1993 Annual Meeting of Stockholders.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

Item 8.   EXHIBITS

EXHIBITS

4.1  --   Restated  Certificate  of  Incorporation  of  the  Company,  as
          amended   (incorporated   by   reference  from  the   Company's
          Registration  Statement  on  Form  S-3  (Registration  No.  33-
          63853)).

4.2  --   By-laws of the Company, as amended  (incorporated  by  reference
          from   the   Company's   Registration   Statement  on  Form  S-3
          (Registration No. 33-63853)).

5.1  --   Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
          the Company, regarding the legality of the Common  Stock  being
          registered.

23.1 --   Consent of KPMG Peat Marwick LLP.

23.2 --   Consent  of  Paul, Weiss, Rifkind, Wharton & Garrison (included
          in Exhibit 5).

24   --   Power of Attorney (included on signature page).

Item 9.   UNDERTAKINGS

          (a)  The undersigned  registrant  hereby  undertakes:   (i)  to
file,  during any period in which offers or sales are being made, a post-
effective  amendment  to  this  registration  statement  to  include  any
material  information  with  respect  to  the  plan  of  distribution not
previously  disclosed  in  this  registration  statement or any  material
change to such information in this registration statement; (ii) that, for
the  purpose  of determining any liability under the  Securities  Act  of
1933, each such  post-effective  amendment  shall  be  deemed to be a new
registration  statement relating to the securities offered  therein,  and
the offering of  such  securities  at that 

<PAGE>

time shall be deemed to be the
initial bona fide offering thereof; and (iii) 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  of 1933,
as  amended,  each  filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, that is incorporated by reference in this registration statement
shall be deemed to be  a  new  registration  statement  relating  to  the
securities  offered  therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar  as  indemnification for liabilities arising under
the Securities Act of 1933, as  amended,  may  be permitted to directors,
officers  and  controlling  persons  of the registrant  pursuant  to  the
registrant's Certificate of Incorporation  or  by-laws,  by  contract, or
otherwise,  the  registrant has been advised that in the opinion  of  the
Securities and Exchange Commission such indemnification is against public
policy as expressed  in the Act and is, therefore, 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  Act
and will be governed by the final adjudication of such issue.

<PAGE>

                         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 to be signed on its behalf by
the   undersigned,  thereunto  duly  authorized,  in  the  City  of  East
Rutherford, State of New Jersey, on April 5, 1996.

                         METROMEDIA INTERNATIONAL GROUP, INC.


                         By: /S/ ARNOLD L. WADLER
                              ------------------------------------------
                              Arnold L. Wadler
                              Senior Vice President, General  Counsel and
                              Secretary


          We,  the  undersigned  officers  and  directors  of  Metromedia
International  Group,  Inc.,  hereby  severally constitute Silvia Kessel,
Arnold L. Wadler and Robert A. Maresca our true and lawful attorneys, and
each of them singly, with full power to  sign  for us and in our names in
the capacities indicated below, any and all amendments,  including  post-
effective  amendments,  to  this registration statement, and generally do
all such things in our name and  behalf  in  such  capacities  to  enable
Metromedia  International  Group,  Inc.  to  comply  with  the applicable
provisions   of   the  Securities  Act  of  1933,  as  amended,  and  all
requirements of the  Securities  and  Exchange  Commission, and we hereby
ratify  and  confirm our signatures as they may be  signed  by  our  said
attorney to any and all such amendments.

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




     SIGNATURES                  TITLE                   DATE

 /s/  John W. Kluge       Chairman of the Board       April 5, 1996
- -----------------------
John W. Kluge


 /s/ Stuart Subotnick     Vice Chairman of the Board  April 5, 1996
- -----------------------
 Stuart Subotnick

<PAGE>

 /s/ John D. Phillips     President, Chief Executive  April 5, 1996
- -----------------------   Officer and Director
 John D. Phillips         (Principal Executive
                          Officer)
                          

 /s/ Silvia Kessel        Senior Vice President,      April 5, 1996
- -----------------------   Chief Financial Officer,
     Silvia Kessel        Treasurer and Director
                          (Principal Financial
                          Officer)


 /s/ Robert A. Maresca    Senior Vice President       April 5, 1996
- -----------------------   (Principal Accounting
  Robert A. Maresca       Officer)

                          
 /s/ Arnold L. Wadler     Senior Vice President,      April 5, 1996
- -----------------------   General Counsel and
 Arnold L. Wadler         Director


 /s/ John P. Imlay, Jr.   Director                    April 5, 1996
- -----------------------
   John P. Imlay, Jr.


 /s/ Clark A. Johnson     Director                    April 5, 1996
- -----------------------
 Clark A. Johnson


 /s/ Carl E. Sanders      Director                    April 5, 1996
- -----------------------  
Carl E. Sanders


 /s/ Richard J. Sherwin   Director                    April 5, 1996
- -----------------------
   Richard J. Sherwin


 /s/ Leonard White        Director                    April 5, 1996
- -----------------------  
     Leonard White



<PAGE>

                  INDEX TO EXHIBITS



EXHIBITS

4.1   --  The Restated Certificate of Incorporation of the 
          Company, as amended (incorporated by reference 
          from the Company's Registration Statement on Form 
          S-3 (Registration No. 33-63853)).

4.2   --  The By-laws of the Company (incorporated by 
          reference from the Company's Registration 
          Statement on Form S-3 (Registration No. 33-
          63853)).

5.1   --  Opinion of Paul, Weiss Rifkind, Wharton & 
          Garrison, counsel to the Company, regarding the 
          legality of the Common Stock being registered.

23.1  --  Consent of KPMG Peat Marwick LLP.

23.2  --  Consent of Paul, Weiss, Rifkind, Wharton & 
          Garrison (included in Exhibit 5).

24    --  Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19457}]
{"company-data": {"conformed-name": "METROMEDIA INTERNATIONAL GROUP INC", "cik": "0000039547", "assigned-sic": "7819", "irs-number": "580971455", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02301", "film-number": "96544795"}, "business-address": {"street1": "945 E PACES FERRY RD", "street2": "STE 2210", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "4042616190"}, "mail-address": {"street1": "4900 GEORGIA PACIFIC CTR", "city": "ATLANTA", "state": "GA", "zip": "30303"}, "former-company": [{"former-conformed-name": "ACTAVA GROUP INC", "date-changed": "19930723"}, {"former-conformed-name": "FUQUA INDUSTRIES INC /DE/", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on April 5, 1996
                                                Registration No. 33-

             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C. 20549

                         FORM S-8
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

           METROMEDIA INTERNATIONAL GROUP, INC.
   (Exact name of registrant as specified in its charter)

        DELAWARE                              58-0971455
(State or other jurisdiction of              (IRS Employer
incorporation or organization)            Identification No.)

                      945 East Paces Ferry Road
                           Suite 2210
                      Atlanta, Georgia 30326
                        (404) 261-6190
      (Address of Principal Executive Offices) (Zip Code)

              METROMEDIA INTERNATIONAL TELECOMMUNICATIONS, INC.
                            1994 STOCK OPTION PLAN

                    (Full titles of the plans)

                          Arnold L. Wadler
                Metromedia International Group, Inc.
                       c/o Metromedia Company
                       One Meadowlands Plaza
                 East Rutherford, New Jersey 07073
                  (Name and address of agent for service)
                              (201) 531-8000
       (Telephone number, including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE
Title of Each Class of       Amount to be        Proposed Maximum Offering         Proposed Maximum              Amount of
Securities to be Registered   Registered            Price Per Share(1)        Aggregate Offering Price(1)      Registration Fee
Common Stock, par value           593,783 (2)             $13.5625                      $8,053,181.90             $1610.64
$1.00 per share
(1) Estimated solely for the purpose of computing the registration fee in 
accordance with Rule 457(c) and 457(h) under the Securities Act of 1933, 
as amended (the "Securities Act").  The Proposed Maximum Offering Price 
was determined by averaging the high and low prices of the Common Stock, 
$1.00 per share par value ("Common Stock"), of Metromedia International 
Group, Inc. ("MIG") as reported on the American Stock Exchange Composite 
Tape on April 3, 1996.

(2) Consists of 593,783 shares of Common Stock to be issued to certain 
employees, agents and directors of, and consultants to, MIG's wholly-owned 
subsidiary, Metromedia International Telecommunications, Inc. ("MITI"), 
upon the exercise by such employees of options granted to them  pursuant 
to the MITI 1994 Stock Option Plan, which options were converted into 
options to acquire shares of Common Stock in connection with  the 
November 1, 1995 merger of MITI with and into a subsidiary of MIG 
(the "MITI-MIG Merger").
EXPLANATORY NOTE

          The  Section  10(a)  prospectuses being delivered by Metromedia
International  Group,  Inc.  (the  "Company")   to  participants  in  the
Metromedia International Telecommunications, Inc.  1994 Stock Option Plan
(the  "MITI  Stock  Option  Plan")  as  required  by Rule 428  under  the
Securities  Act  of 1933, as amended (the "Securities  Act"),  have  been
prepared in accordance  with  the  requirements of Form S-8 and relate to
shares of common stock, par value $1.00  per  share,  of the Company (the
"Common  Stock")  which have been reserved for issuance pursuant  to  the
MITI Stock Option Plan.   The  information regarding the Plan required in
the Section 10(a) prospectuses is  included in documents being maintained
and delivered by the Company as required by Rule 428 under the Securities
Act.  The Company shall provide to participants  in  the  Plan  a written
statement advising them of the availability without charge, upon  written
or  oral  request,  of documents incorporated by reference herein, as  is
required by Item 2 of Part I of Form S-8.

                           PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The  following  documents  filed  by  Metromedia  International
Group, Inc. (the  "Company")  with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

          1.   The Company's Annual  Report  on  Form 10-K for the fiscal
year ended December 31, 1995 (File No. 1-5706);

          2.   The Company's Current Report on Form 8-K dated January 31,
1996 (File No. 1-5706); and

          3.   The description of the Company's Common  Stock,  par value
$1.00  per  share,  contained in the Company's Registration Statement  on
Form 8-A, dated November 1, 1995, including any amendment or report filed
for the purpose of updating such description (File No. 1-5706).

		All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of  the Securities  Act of 1934, as amended, subsequent
to  the date of this registration statement and prior to the  filing  of a
post-effective  amendment which indicates that all  securities  registered
hereby 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 part hereof from the date of filing of
such documents.

Item 4.  	Description of Securities

		Not Applicable.

Item 5.	Interests of Named Experts and Counsel

		Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the General  Corporation  Law  of  the  State of
Delaware   (the  "Delaware  Law")  empowers  a  Delaware  Corporation  to
indemnify any  persons  who are, or are threatened to be made, parties to
any threatened, pending or  completed  legal action, suit or proceedings,
whether civil, criminal, administrative  or  investigative (other than an
action by or in the right of such corporation),  by  reason  of  the fact
that  such  person  was  an  officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director,  officer,  employee  or   agent   of   another  corporation  or
enterprise.  The indemnity may include judgments,  fines, amounts paid in
settlement  and   expenses  (including  attorneys'  fees)   actually  and
reasonably  incurred by such person in connection with such action,  suit
or proceeding, provided that such officer or director acted in good faith
and in a manner  he  reasonably  believed  to be in or not opposed to the
corporation's best interests, and, with respect  to criminal proceedings,
had no reasonable cause to believe his conduct was  illegal.   A Delaware
corporation  may  indemnify  its  officers and directors against expenses
actually and reasonably incurred by  them in connection with an action by
or in the right of the corporation under the same conditions, except that
no indemnification is permitted without  judicial approval if the officer
or  director  is  adjudged  to  be  liable  to  the  corporation  in  the
performance of his duty.  Where an officer or director  is  successful on
the merits or otherwise in the defense of any action referred  to  above,
the  corporation  must  indemnify  him  against  the  expenses which such
officer  or  director  actually  and  reasonably  incurred in  connection
therewith.

          Section 102(b)(7) of the Delaware Law further  provides  that a
corporation  in  its  certificate of incorporation may eliminate or limit
the personal liability  of  its  directors  to  the  corporation  or  its
stockholders   for   breach   of   their   fiduciary  duties  in  certain
circumstances.
In  accordance  with  Section  145 of  the  Delaware  Law,  the
Company's Restated Certificate of Incorporation provides that the Company
shall indemnify its officers and directors  against,  among other things,
any and all judgments, fines, penalties, amounts paid in  settlements and
expenses  paid  or  incurred  by virtue of the fact that such officer  or
director was acting in such capacity to the extent not prohibited by law.

          In addition, as permitted  by Section 102(b)(7) of the Delaware
Law,  the  Company's Restated Certificate  of  Incorporation  contains  a
provision limiting  the personal liability of the Company's directors for
violations of their fiduciary  duties  to the fullest extent permitted by
the Delaware Law.  This provision eliminates each director's liability to
the Company or its stockholders for monetary  damages  except (i) for any
breach  of  the  director's  duty  of  loyalty  to  the  Company  or  its
stockholders,  (ii)  for  acts  or omissions not in good faith  or  which
involve intentional misconduct or a knowing violation of law, (iii) under
Section  174  of the DGCL, or (iv)  for  any  transaction  from  which  a
director derived  an  improper  personal  benefit.  The general effect of
this  provision  is  to eliminate a  director's  personal  liability  for
monetary damages for actions  involving  a breach of his or her fiduciary
duty of care, including any such actions involving gross negligence.

          In addition, in accordance with  the  Delaware Law and pursuant
to the Company's Restated Certificate of Incorporation,  the  Company  is
authorized to purchase and maintain insurance on behalf of any person who
is  or  was  a director, officer, employee or agent of the Company, or is
was serving at  the  request  of  the  Company  as  a  director, officer,
employee  or  agent  of another corporation, partnership, joint  venture,
trust or other enterprise  against  any  liability  asserted against such
person and incurred by such person in any such capacity,  or  arising out
of  such  person's status as such, whether or not the Company would  have
the power to  indemnify  such person against liability under the Delaware
Law.

          The Company has  entered  into agreements (the "Indemnification
Agreements") with certain directors and  officers  of  the  Company  (the
"Indemnified  Parties")  which  require  the  Company  to  indemnify each
Indemnified  Party  against,  and  to advance expenses incurred  by  each
Indemnified Party in the defense of,  any claim arising out of his or her
employment   to   the   fullest   extent  permitted   under   law.    The
Indemnification Agreements also provide,  among  other  things,  for  (i)
advancement  by  the  Company  of  expenses  incurred  by the director or
officer  in  defending  certain  litigation, (ii) the appointment  of  an
independent legal counsel to determine
whether the director or officer is 
entitled to indemnity and (iii) the  continued maintenance by the Company
of directors' and officers' liability  insurance  providing each director
or  officer  who  is  a party to any such agreement with  $5  million  of
primary coverage and an  excess policy providing $5 million of additional
coverage.   These  Indemnification   Agreements   were  approved  by  the
stockholders at the Company's 1993 Annual Meeting of Stockholders.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

Item 8.   EXHIBITS

EXHIBITS

4.1  --   Restated  Certificate  of  Incorporation  of  the  Company,  as
          amended   (incorporated   by   reference  from  the   Company's
          Registration  Statement  on  Form  S-3  (Registration  No.  33-
          63853)).

4.2  --   By-laws of the Company, as amended  (incorporated  by  reference
          from   the   Company's   Registration   Statement  on  Form  S-3
          (Registration No. 33-63853)).

5.1  --   Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
          the Company, regarding the legality of the Common  Stock  being
          registered.

23.1 --   Consent of KPMG Peat Marwick LLP.

23.2 --   Consent  of  Paul, Weiss, Rifkind, Wharton & Garrison (included
          in Exhibit 5).

24   --   Power of Attorney (included on signature page).

Item 9.   UNDERTAKINGS

          (a)  The undersigned  registrant  hereby  undertakes:   (i)  to
file,  during any period in which offers or sales are being made, a post-
effective  amendment  to  this  registration  statement  to  include  any
material  information  with  respect  to  the  plan  of  distribution not
previously  disclosed  in  this  registration  statement or any  material
change to such information in this registration statement; (ii) that, for
the  purpose  of determining any liability under the  Securities  Act  of
1933, each such  post-effective  amendment  shall  be  deemed to be a new
registration  statement relating to the securities offered  therein,  and
the offering of  such  securities  at that
time shall be deemed to be the
initial bona fide offering thereof; and (iii) 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  of 1933,
as  amended,  each  filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, that is incorporated by reference in this registration statement
shall be deemed to be  a  new  registration  statement  relating  to  the
securities  offered  therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar  as  indemnification for liabilities arising under
the Securities Act of 1933, as  amended,  may  be permitted to directors,
officers  and  controlling  persons  of the registrant  pursuant  to  the
registrant's Certificate of Incorporation  or  by-laws,  by  contract, or
otherwise,  the  registrant has been advised that in the opinion  of  the
Securities and Exchange Commission such indemnification is against public
policy as expressed  in the Act and is, therefore, 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  Act
and will be governed by the final adjudication of such issue.
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 to be signed on its behalf by
the   undersigned,  thereunto  duly  authorized,  in  the  City  of  East
Rutherford, State of New Jersey, on April 5, 1996.

                         METROMEDIA INTERNATIONAL GROUP, INC.

                         By: /S/ ARNOLD L. WADLER
                              ------------------------------------------
                              Arnold L. Wadler
                              Senior Vice President, General  Counsel and
                              Secretary

          We,  the  undersigned  officers  and  directors  of  Metromedia
International  Group,  Inc.,  hereby  severally constitute Silvia Kessel,
Arnold L. Wadler and Robert A. Maresca our true and lawful attorneys, and
each of them singly, with full power to  sign  for us and in our names in
the capacities indicated below, any and all amendments,  including  post-
effective  amendments,  to  this registration statement, and generally do
all such things in our name and  behalf  in  such  capacities  to  enable
Metromedia  International  Group,  Inc.  to  comply  with  the applicable
provisions   of   the  Securities  Act  of  1933,  as  amended,  and  all
requirements of the  Securities  and  Exchange  Commission, and we hereby
ratify  and  confirm our signatures as they may be  signed  by  our  said
attorney to any and all such amendments.

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

     SIGNATURES                  TITLE                   DATE

 /s/  John W. Kluge       Chairman of the Board       April 5, 1996
- -----------------------
John W. Kluge

 /s/ Stuart Subotnick     Vice Chairman of the Board  April 5, 1996
- -----------------------
 Stuart Subotnick
/s/ John D. Phillips     President, Chief Executive  April 5, 1996
- -----------------------   Officer and Director
 John D. Phillips         (Principal Executive
                          Officer)
                          

 /s/ Silvia Kessel        Senior Vice President,      April 5, 1996
- -----------------------   Chief Financial Officer,
     Silvia Kessel        Treasurer and Director
                          (Principal Financial
                          Officer)

 /s/ Robert A. Maresca    Senior Vice President       April 5, 1996
- -----------------------   (Principal Accounting
  Robert A. Maresca       Officer)

                          
 /s/ Arnold L. Wadler     Senior Vice President,      April 5, 1996
- -----------------------   General Counsel and
 Arnold L. Wadler         Director

 /s/ John P. Imlay, Jr.   Director                    April 5, 1996
- -----------------------
   John P. Imlay, Jr.

 /s/ Clark A. Johnson     Director                    April 5, 1996
- -----------------------
 Clark A. Johnson

 /s/ Carl E. Sanders      Director                    April 5, 1996
- -----------------------  
Carl E. Sanders

 /s/ Richard J. Sherwin   Director                    April 5, 1996
- -----------------------
   Richard J. Sherwin

 /s/ Leonard White        Director                    April 5, 1996
- -----------------------  
     Leonard White
INDEX TO EXHIBITS

EXHIBITS

4.1   --  The Restated Certificate of Incorporation of the 
          Company, as amended (incorporated by reference 
          from the Company's Registration Statement on Form 
          S-3 (Registration No. 33-63853)).

4.2   --  The By-laws of the Company (incorporated by 
          reference from the Company's Registration 
          Statement on Form S-3 (Registration No. 33-
          63853)).

5.1   --  Opinion of Paul, Weiss Rifkind, Wharton & 
          Garrison, counsel to the Company, regarding the 
          legality of the Common Stock being registered.

23.1  --  Consent of KPMG Peat Marwick LLP.

23.2  --  Consent of Paul, Weiss, Rifkind, Wharton & 
          Garrison (included in Exhibit 5).

24    --  Power of Attorney (included on signature page).