As filed with the Securities and Exchange Commission on October 9, 1996
                                                Registration No. 333-


             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 GROUP, INC.
                    1996 INCENTIVE STOCK 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    
$1.00 per share                  8,000,000 (2)             $11.50                      $92,000,000                 $27,879

</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. (the
"Company")  as  reported  on  the  American  Stock  Exchange Composite Tape on
October 4, 1996.

(2)      Consists of 8,000,000 shares of Common Stock to be issued to selected
key  employees,  officers  and  directors of the Company, upon the exercise by
such  employees, officers and directors of options granted to them pursuant to
the Company's 1996 Incentive Stock Plan.
                                                                             

<PAGE>





                               EXPLANATORY NOTE


          The  Section  10(a)  prospectuses  being  delivered  by  Metromedia
International  Group,  Inc.  (the  "Company") to participants in the Company's
1996  Incentive  Stock  Plan  (the  "Plan")  as required by Rule 428 under the
Securities  Act  of  1933,  as  amended  (the  "Act"),  have  been prepared in
accordance  with  the  requirements of Form S-8 and relate to shares of Common
Stock  which  have  been  reserved  for  issuance  pursuant  to the 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 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 year ended
December  31,  1995,  Form  10-K/A Amendment No. 1 filed on April 29, 1996 and
Form  10-K/A  Amendment  No. 2 filed May 30, 1996, amending the Company's Form
10-K for the year ended December 31, 1995 (File No. 1-5706).

      2.   The  Company's  Quarterly  Report  on Form 10-Q for the quarter
ended  March  31,  1996  and  Form 10-Q/A Amendment No. 1 filed June 25, 1996,
amending  the  Company's  Form 10-Q for the quarter ended March 31, 1996 (File
No. 1-5706).

      3.   The  Company's  Quarterly  Report  on Form 10-Q for the quarter
ended  June  30,  1996  and Form 10-Q/A Amendment No. 1 filed August 16, 1996,
amending the Company's Form 10-Q for the quarter ended June 30, 1996 (File No.
1-5706).

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

      5.   The  Company's  Current Report on Form 8-K dated April 29, 1996
(File No. 1-5706).

      6.   The  Company's  Current  Report  on Form 8-K dated July 2, 1996
(File No. 1-5706).

      7.   The  consolidated financial statements and related schedules of
The  Actava  Group,  Inc.  (now known as MIG) included in the Annual Report on
Form  10-K  for the fiscal year ended December 31, 1994, Form 10-K/A Amendment
No.  1  filed  on April 28, 1995 and Form 10-K/A Amendment No. 2 filed on July
13,  1995, amending the Company's Form 10-K for the fiscal year ended December
31, 1994 (File No. 1-5706).

      8.   The  description of the Company's Common Stock contained in its
registration  statement  on Form 8-A, as filed with the Commission on November
1,  1995,  including any amendment or report filed for the purpose of amending
such description (File No. 1-5706).

     In  addition,  all reports and documents filed by the Company pursuant to
Sections  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act") subsequent to the date hereof and prior to the
filing  of  a  post-effective  amendment  which  indicates that all securities
offered  hereby  have  been  sold  or  which  deregisters  all securities then
remaining  unsold,  shall be deemed to be incorporated by reference herein and
made a part hereof from the date of the 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 incorpora-tion 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.


<PAGE>

                                                                        2

          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 Delaware Law, 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.

          Also,  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 (Exhibit 3(a) 
         to Registration Statement on Form S-3 (Registration No. 33-63853)).

4.2      Restated By-laws of the Company (Exhibit 3(b) to Registration
         Statement on Form S-3 (Registration No. 33-63853)).

5*       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 regarding the Registrant.

<PAGE>

                                                                        3

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

24*      Power of Attorney (included on page 6 of this Registration
         Statement).

_____________________
* Filed herewith.


ITEM 9.     UNDERTAKINGS

          The undersigned Registrant hereby undertakes:

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

      (c)      Insofar  as  indemnification  for liabilities arising under the
Act  may  be  permitted  to directors, officers and controlling persons of the
registrant  pursuant to the registrant's Restated 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 (the "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 Act, 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.

                         METROMEDIA INTERNATIONAL GROUP, INC.


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


Date:  October 9, 1996

                              POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration  Statement  appears  below hereby constitutes and appoints Silvia
Kessel,  Arnold L. Wadler and Robert A. Maresca, such person's true and lawful
attorney-in-fact and agent with full power of substitution for such person and
in such person's name, place and stead, in any and all capacities, to sign and
to  file  with  the  Commission  any  and  all  amendments  and post-effective
amendments  to  this  Registration  Statement, with exhibits thereto and other
documents  in  connection  therewith,  granting unto said attorney-in-fact and
agent  full power and authority to do and perform each and every act and thing
requisite  and necessary to be done in and about the premises, as fully to all
intents  and  purposes  as  such  person  might  or could do in person, hereby
ratifying  and  confirming  all  that  said attorney-in-fact and agent, or any
substitute therefor, may lawfully do or cause to be done by virtue thereof.

     Pursuant  to the requirements of the Act, this Registration Statement has
been  signed  by  the following persons on behalf of the Registrant and in the
capacities indicated on the 9th day of October, 1996.


     SIGNATURES                  TITLE                  

 /s/  JOHN W. KLUGE       Chairman of the Board       
-----------------------
      John W. Kluge


 /s/ STUART SUBOTNICK     Vice Chairman of the Board  
-----------------------
     Stuart Subotnick


 /s/ JOHN D. PHILLIPS     President and Chief Executive Officer
-----------------------   Director (Principal Executive
     John D. Phillips     Officer)
                          

<PAGE>

                                                                        6

 /s/ SILVIA KESSEL        Senior Vice President,      
-----------------------   Chief Financial Officer
     Silvia Kessel        and Director
                          (Principal Financial
                          Officer)

                          
 /s/ ARNOLD L. WADLER     Senior Vice President,      
-----------------------   General Counsel and
     Arnold L. Wadler     Director


 /s/ ROBRT A. MARESCA     Senior Vice President       
-----------------------   (Principal Accounting
     Robert A. Maresca    Officer)


 /s/ JOHN P. IMLAY, JR.   Director                    
-----------------------
     John P. Imlay, Jr.


 /s/ CLARK A. JOHNSON     Director                    
-----------------------
     Clark A. Johnson


 /s/ CARL E. SANDERS      Director                    
-----------------------  
     Carl E. Sanders


 /s/ RICHARD J. SHERWIN   Director                    
-----------------------
     Richard J. Sherwin


 /s/ LEONARD WHITE        Director                    
-----------------------  
     Leonard White


<PAGE>

                                                                        7

                             INDEX TO EXHIBITS



Exhibits
4.1     Restated Certificate of Incorporation of the Company (Exhibit 3(a) to
        Registration Statement on Form S-3 (Registration No. 33-63853)).

4.2     Restated By-laws of the Company (Exhibit 3(b) to Registration Statement
        on Form S-3 (Registration No. 33-63853)).

5*      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 regarding the Registrant.

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

24*     Power  of  Attorney  (included  on page 6 of this Registration 
        Statement).

______________________________________
* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 20447}]
{"company-data": {"conformed-name": "METROMEDIA INTERNATIONAL GROUP INC", "cik": "0000039547", "assigned-sic": "7812", "irs-number": "580971455", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13763", "film-number": "96641005"}, "business-address": {"street1": "ONE MEADOWLANDS PLAZA", "city": "EAST RUTHERFORD", "state": "NJ", "zip": "07073", "phone": "4042616190"}, "mail-address": {"street1": "ONE MEADOWLANDS PLAZA", "city": "EAST RUTHERFORD", "state": "NJ", "zip": "07073"}, "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 October 9, 1996
                                                Registration No. 333-

             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 GROUP, INC.
                    1996 INCENTIVE STOCK 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    
$1.00 per share                  8,000,000 (2)             $11.50                      $92,000,000                 $27,879
(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. (the
"Company")  as  reported  on  the  American  Stock  Exchange Composite Tape on
October 4, 1996.

(2)      Consists of 8,000,000 shares of Common Stock to be issued to selected
key  employees,  officers  and  directors of the Company, upon the exercise by
such  employees, officers and directors of options granted to them pursuant to
the Company's 1996 Incentive Stock Plan.
EXPLANATORY NOTE

          The  Section  10(a)  prospectuses  being  delivered  by  Metromedia
International  Group,  Inc.  (the  "Company") to participants in the Company's
1996  Incentive  Stock  Plan  (the  "Plan")  as required by Rule 428 under the
Securities  Act  of  1933,  as  amended  (the  "Act"),  have  been prepared in
accordance  with  the  requirements of Form S-8 and relate to shares of Common
Stock  which  have  been  reserved  for  issuance  pursuant  to the 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 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 year ended
December  31,  1995,  Form  10-K/A Amendment No. 1 filed on April 29, 1996 and
Form  10-K/A  Amendment  No. 2 filed May 30, 1996, amending the Company's Form
10-K for the year ended December 31, 1995 (File No. 1-5706).

      2.   The  Company's  Quarterly  Report  on Form 10-Q for the quarter
ended  March  31,  1996  and  Form 10-Q/A Amendment No. 1 filed June 25, 1996,
amending  the  Company's  Form 10-Q for the quarter ended March 31, 1996 (File
No. 1-5706).

      3.   The  Company's  Quarterly  Report  on Form 10-Q for the quarter
ended  June  30,  1996  and Form 10-Q/A Amendment No. 1 filed August 16, 1996,
amending the Company's Form 10-Q for the quarter ended June 30, 1996 (File No.
1-5706).

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

      5.   The  Company's  Current Report on Form 8-K dated April 29, 1996
(File No. 1-5706).

      6.   The  Company's  Current  Report  on Form 8-K dated July 2, 1996
(File No. 1-5706).

      7.   The  consolidated financial statements and related schedules of
The  Actava  Group,  Inc.  (now known as MIG) included in the Annual Report on
Form  10-K  for the fiscal year ended December 31, 1994, Form 10-K/A Amendment
No.  1  filed  on April 28, 1995 and Form 10-K/A Amendment No. 2 filed on July
13,  1995, amending the Company's Form 10-K for the fiscal year ended December
31, 1994 (File No. 1-5706).

      8.   The  description of the Company's Common Stock contained in its
registration  statement  on Form 8-A, as filed with the Commission on November
1,  1995,  including any amendment or report filed for the purpose of amending
such description (File No. 1-5706).

     In  addition,  all reports and documents filed by the Company pursuant to
Sections  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act") subsequent to the date hereof and prior to the
filing  of  a  post-effective  amendment  which  indicates that all securities
offered  hereby  have  been  sold  or  which  deregisters  all securities then
remaining  unsold,  shall be deemed to be incorporated by reference herein and
made a part hereof from the date of the 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 incorpora-tion 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.
2

          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 Delaware Law, 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.

          Also,  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 (Exhibit 3(a) 
         to Registration Statement on Form S-3 (Registration No. 33-63853)).

4.2      Restated By-laws of the Company (Exhibit 3(b) to Registration
         Statement on Form S-3 (Registration No. 33-63853)).

5*       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 regarding the Registrant.
3

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

24*      Power of Attorney (included on page 6 of this Registration
         Statement).

_____________________
* Filed herewith.

ITEM 9.     UNDERTAKINGS

          The undersigned Registrant hereby undertakes:

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

      (c)      Insofar  as  indemnification  for liabilities arising under the
Act  may  be  permitted  to directors, officers and controlling persons of the
registrant  pursuant to the registrant's Restated 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 (the "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 Act, 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.

                         METROMEDIA INTERNATIONAL GROUP, INC.

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

Date:  October 9, 1996

                              POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration  Statement  appears  below hereby constitutes and appoints Silvia
Kessel,  Arnold L. Wadler and Robert A. Maresca, such person's true and lawful
attorney-in-fact and agent with full power of substitution for such person and
in such person's name, place and stead, in any and all capacities, to sign and
to  file  with  the  Commission  any  and  all  amendments  and post-effective
amendments  to  this  Registration  Statement, with exhibits thereto and other
documents  in  connection  therewith,  granting unto said attorney-in-fact and
agent  full power and authority to do and perform each and every act and thing
requisite  and necessary to be done in and about the premises, as fully to all
intents  and  purposes  as  such  person  might  or could do in person, hereby
ratifying  and  confirming  all  that  said attorney-in-fact and agent, or any
substitute therefor, may lawfully do or cause to be done by virtue thereof.

     Pursuant  to the requirements of the Act, this Registration Statement has
been  signed  by  the following persons on behalf of the Registrant and in the
capacities indicated on the 9th day of October, 1996.

     SIGNATURES                  TITLE                  

 /s/  JOHN W. KLUGE       Chairman of the Board       
-----------------------
      John W. Kluge

 /s/ STUART SUBOTNICK     Vice Chairman of the Board  
-----------------------
     Stuart Subotnick

 /s/ JOHN D. PHILLIPS     President and Chief Executive Officer
-----------------------   Director (Principal Executive
     John D. Phillips     Officer)
6

 /s/ SILVIA KESSEL        Senior Vice President,      
-----------------------   Chief Financial Officer
     Silvia Kessel        and Director
                          (Principal Financial
                          Officer)

                          
 /s/ ARNOLD L. WADLER     Senior Vice President,      
-----------------------   General Counsel and
     Arnold L. Wadler     Director

 /s/ ROBRT A. MARESCA     Senior Vice President       
-----------------------   (Principal Accounting
     Robert A. Maresca    Officer)

 /s/ JOHN P. IMLAY, JR.   Director                    
-----------------------
     John P. Imlay, Jr.

 /s/ CLARK A. JOHNSON     Director                    
-----------------------
     Clark A. Johnson

 /s/ CARL E. SANDERS      Director                    
-----------------------  
     Carl E. Sanders

 /s/ RICHARD J. SHERWIN   Director                    
-----------------------
     Richard J. Sherwin

 /s/ LEONARD WHITE        Director                    
-----------------------  
     Leonard White
7

                             INDEX TO EXHIBITS

Exhibits
4.1     Restated Certificate of Incorporation of the Company (Exhibit 3(a) to
        Registration Statement on Form S-3 (Registration No. 33-63853)).

4.2     Restated By-laws of the Company (Exhibit 3(b) to Registration Statement
        on Form S-3 (Registration No. 33-63853)).

5*      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 regarding the Registrant.

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

24*     Power  of  Attorney  (included  on page 6 of this Registration 
        Statement).

______________________________________
* Filed herewith.