As filed with the Securities and Exchange Commission on July 2, 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)

           THE SAMUEL GOLDWYN COMPANY STOCK AWARDS PLAN, AS AMENDED


                          (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)
                                      
<TABLE>
<CAPTION>

                       CALCULATION OF REGISTRATION FEE
<S>                            <C>              <C>                        <C>                             <C>           
   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                 220,666 (2)             $11.9375                 $2,634,200.38                 $708.34


</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 June 28,
1996.

(2)     The amount of shares to be registered has been determined based on the
product  of  661,667  shares of The Samuel Goldwyn Company common stock issued
pursuant  to outstanding options under The Samuel Goldwyn Company Stock Awards
Plan,  as  amended,  multiplied  by  an exchange ratio of .3335, as determined
pursuant  to  the  Agreement and Plan of Merger, dated January 31, 1996 by and
among  Metromedia  International Group, Inc., SCG Merger Corp., and The Samuel
Goldwyn Company, as amended.
                                                                             

<PAGE>



                               EXPLANATORY NOTE

          Pursuant  to the Agreement and Plan of Merger dated January 31, 1996
(as  amended,  the  "Merger Agreement"), by and among Metromedia International
Group,  Inc. (the "Company"), SGC Merger Corp. ("SGC Mergerco") and The Samuel
Goldwyn  Company  ("Goldwyn"), relating to the merger of SGC Mergerco with and
into  Goldwyn  (the "Merger"), at the Effective Time (as defined in the Merger
Agreement),  each  holder of an option (the "Goldwyn Options") exercisable for
shares of Goldwyn's common stock, par value $.20 per share, issued pursuant to
The  Samuel  Goldwyn Company Stock Awards Plan (as amended, the "Awards Plan")
will  receive,  by  virtue of the Merger and without any action on the part of
the  holder  thereof,  options  exercisable for shares of the Company's common
stock,  par value $1.00 per share (the "Common Stock") with the same terms and
conditions  as  the  Goldwyn  Options  immediately prior to the Effective Time
except  that  (i)  the  exercise  price and the number of shares issuable upon
exercise  shall be divided and multiplied, respectively, by the Exchange Ratio
(as  defined in the Merger Agreement) and (ii) all of the Goldwyn Options will
become immediately exercisable in accordance with their terms.

          The  Section  10(a)  prospectuses  being delivered by the Company to
participants  in  the Awards 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  which have been reserved for issuance pursuant to the Awards 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  Awards  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 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 fhe quarter ended March 31, 1996 (File
No. 1-5706).

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

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

<PAGE>
                                                                           2

          5.   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
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.

          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

<PAGE>
                                                                           3
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.

          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 Incorpo-ration 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)).

5.1*       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 regarding the Registrant.

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

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

<PAGE>
                                                                              4

_____________________
* 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  Secu-rities  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 regis-tration 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>
                                                                           5

                                  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 Atlanta, State of
Georgia.

                         METROMEDIA INTERNATIONAL GROUP, INC.


                         By: /s/ John D. Phillips
                             --------------------- 
                              John D. Phillips
                              President and Chief Executive Officer


Date:  July 2, 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 Securities and Exchange 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  Securities  Act  of  1933, this
Registration  Statement  has been signed by the following persons on behalf of
the Registrant and in the capacities indicated on the 2nd day of July, 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 Officer)
     John E. Phillips

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

<PAGE>
                                                                           6

    /s/ ARNOLD L. WADLER         Senior Vice President, General Counsel and
- ------------------------                        Director
      Arnold L. Wadler
                                             
    /s/ ROBERT A. MARESCA        Senior Vice President (Principal Accounting
- ------------------------                        Officer)
      Robert A. Maresca

    /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 Incorpo-ration 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)).

5.1*    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 regarding the Registrant.

23.4*   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.
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As filed with the Securities and Exchange Commission on July 2, 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)

           THE SAMUEL GOLDWYN COMPANY STOCK AWARDS PLAN, AS AMENDED

                          (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                 220,666 (2)             $11.9375                 $2,634,200.38                 $708.34
(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 June 28,
1996.

(2)     The amount of shares to be registered has been determined based on the
product  of  661,667  shares of The Samuel Goldwyn Company common stock issued
pursuant  to outstanding options under The Samuel Goldwyn Company Stock Awards
Plan,  as  amended,  multiplied  by  an exchange ratio of .3335, as determined
pursuant  to  the  Agreement and Plan of Merger, dated January 31, 1996 by and
among  Metromedia  International Group, Inc., SCG Merger Corp., and The Samuel
Goldwyn Company, as amended.
EXPLANATORY NOTE

          Pursuant  to the Agreement and Plan of Merger dated January 31, 1996
(as  amended,  the  "Merger Agreement"), by and among Metromedia International
Group,  Inc. (the "Company"), SGC Merger Corp. ("SGC Mergerco") and The Samuel
Goldwyn  Company  ("Goldwyn"), relating to the merger of SGC Mergerco with and
into  Goldwyn  (the "Merger"), at the Effective Time (as defined in the Merger
Agreement),  each  holder of an option (the "Goldwyn Options") exercisable for
shares of Goldwyn's common stock, par value $.20 per share, issued pursuant to
The  Samuel  Goldwyn Company Stock Awards Plan (as amended, the "Awards Plan")
will  receive,  by  virtue of the Merger and without any action on the part of
the  holder  thereof,  options  exercisable for shares of the Company's common
stock,  par value $1.00 per share (the "Common Stock") with the same terms and
conditions  as  the  Goldwyn  Options  immediately prior to the Effective Time
except  that  (i)  the  exercise  price and the number of shares issuable upon
exercise  shall be divided and multiplied, respectively, by the Exchange Ratio
(as  defined in the Merger Agreement) and (ii) all of the Goldwyn Options will
become immediately exercisable in accordance with their terms.

          The  Section  10(a)  prospectuses  being delivered by the Company to
participants  in  the Awards 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  which have been reserved for issuance pursuant to the Awards 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  Awards  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 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 fhe quarter ended March 31, 1996 (File
No. 1-5706).

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

          4.   The  Company's  Current Report on Form 8-K dated April 29, 1996
(File No. 1-5706).
2

          5.   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
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.

          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
3
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.

          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 Incorpo-ration 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)).

5.1*       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 regarding the Registrant.

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

24*        Power of Attorney (included on page 6 of this Registration
           Statement).
4

_____________________
* 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  Secu-rities  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 regis-tration 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.
5

                                  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 Atlanta, State of
Georgia.

                         METROMEDIA INTERNATIONAL GROUP, INC.

                         By: /s/ John D. Phillips
                             --------------------- 
                              John D. Phillips
                              President and Chief Executive Officer

Date:  July 2, 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 Securities and Exchange 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  Securities  Act  of  1933, this
Registration  Statement  has been signed by the following persons on behalf of
the Registrant and in the capacities indicated on the 2nd day of July, 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 Officer)
     John E. Phillips

     /s/ SILVIA KESSEL           Senior Vice President, Chief Financial Officer
- ------------------------         and Director (Principal Financial Officer)
      Silvia Kessel
6

    /s/ ARNOLD L. WADLER         Senior Vice President, General Counsel and
- ------------------------                        Director
      Arnold L. Wadler
                                             
    /s/ ROBERT A. MARESCA        Senior Vice President (Principal Accounting
- ------------------------                        Officer)
      Robert A. Maresca

    /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 Incorpo-ration 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)).

5.1*    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 regarding the Registrant.

23.4*   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.