<PAGE>   1
    As filed with the Securities and Exchange Commission on February 4, 1994
                                                       Registration No. 33-_____
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C.  20549

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

                        TURNER BROADCASTING SYSTEM, INC.     
             (Exact name of registrant as specified in its charter)

         Georgia                                         58-0950695           
  --------------------------                ------------------------------------
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
 of incorporation or organization)

          One CNN Center
          Atlanta, Georgia                                           30303   
- ----------------------------------------                          ----------
(Address of principal executive offices)                          (Zip Code)

              New Line Cinema Corporation 1986 Stock Option Plan
              New Line Cinema Corporation 1990 Stock Option Plan
              New Line Cinema Corporation 1991 Stock Option Plan
       New Line Cinema Corporation Nonqualified Stock Option Agreements
       ----------------------------------------------------------------
                           (Full title of the plan)

        Steven W. Korn, Esq., One CNN Center, Atlanta, Georgia  30303
                                (404) 827-1561
- --------------------------------------------------------------------------------
          (Name, address and telephone number, including area code,
                            of agent for service)

                                   Copies to:
                            Thomas C. Janson, Jr.
                    Skadden, Arps, Slate, Meagher, & Flom
                      300 South Grand Avenue, Suite 3400
                        Los Angeles, California  90071
                                (213) 687-5000

                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
 Title of Securities     Amount to be            Proposed Maximum         Proposed Maximum      Amount of
 to be Registered        Registered              Offering Price Per       Aggregate Offering    Registration Fee (1)
                                                 Share (1)                Price (1)
 <S>                     <C>                     <C>                      <C>                   <C>
 Class B Common Stock,
 par value $0.0625 per   89,621
 share                   shares                  $ 25.6875                $ 2,302,139          $ 794
</TABLE>

================================================================================
(1)      Estimated pursuant to Rules 457 (c) and (h) under the Securities Act 
         of 1933, as amended, solely for the purpose of calculating the 
         registration fee.

(2)      Plus such additional number of shares as may be issuable pursuant to
         the antidilution provisions of the above referenced plans.

In accordance with Rule 429 under the Securities Act of 1933, as amended, the
Prospectuses to be used in connection with the securities covered by this
Registration Statement also constitute the prospectuses with respect to a total
of 3,179,035 shares of Class B Common Stock issued upon exercise of options
under the plans and agreements to which the Prospectuses relate and previously
registered under the Registrant's Registration Statement on Form S-4 (No.
33-51739).
<PAGE>   2
                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8

                    PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Incorporated by reference in this Registration Statement are the
following documents filed with the Securities and Exchange Commission (the
"Commission"):

                 (a)      Annual Report of Turner Broadcasting System, Inc.
         ("TBS") on Form 10-K for the fiscal year ended December 31, 1992;

                 (b)      TBS's Quarterly Reports on Form 10-Q for the periods
         ended March 31, 1993, June 30, 1993 and September 30, 1993;

                 (c)      TBS's Current Reports on Form 8-K, dated June 16,
         1993, August 17, 1993, October 22, 1993, December 28, 1993, January
         24, 1994 (as amended by TBS's Form 8-K/A dated February 3, 1994), and
         February 2, 1994;

                 (d)      TBS's Proxy Statement, dated May 5, 1993 for its 1993
         Annual Meeting of Stockholders; and

                 (e)      TBS's description of its Class B common stock, par
         value $0.0625 per share ("TBS Class B Common Stock"), contained in the
         section entitled "Description of the TBS Capital Stock" in TBS's
         Registration Statement on Form S-4, No. 33-51739, as filed with the
         Commission on December 29, 1993.

         All documents subsequently filed by TBS pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any

                                       2





<PAGE>   3
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of TBS Class B Common Stock being offered
hereby will be passed upon by Steven W. Korn, Vice President, General Counsel
and Secretary of TBS.

         The consolidated financial statements of TBS incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K of TBS
for the year ended December 31, 1992 have been audited by Price Waterhouse,
independent accountants, as set forth in their report thereon included therein
and incorporated herein by reference.  Such financial statements have been so
incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         TBS's Bylaws provide for indemnification of directors and officers of
TBS against expenses (including attorneys' fees), judgments, fines, settlements
and other amounts actually incurred in connection with any proceeding arising
by reason of the fact that such person is or was an officer or director of TBS.

         TBS's Bylaws provide for indemnification of directors and officers of
TBS in connection with or resulting from any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which he or she may become involved by reason of his or her
being or having been a director or officer, or by reason of any action taken or
not taken in his or her capacity as such director or officer as a member of any
committee appointed by the Board of Directors of TBS to act for, in the
interest of, or on behalf of TBS, provided such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of TBS and, in addition, with respect to any criminal action or
proceeding, did not have reasonable cause to believe that his or her conduct
was unlawful.

                                       3





<PAGE>   4
         Indemnification is mandatory in the case of a director or officer who
is wholly successful on the merits or otherwise with respect to any claim,
action, suit or proceeding of the character described above.  In other cases,
the determination whether to indemnify a director or officer is made by a
majority of disinterested directors, a majority of disinterested shareholders,
or independent legal counsel selected by any Judge of the United States
District Court for the Northern District of Georgia, Atlanta Division, at the
request of either TBS or the person seeking indemnification.

         TBS's Articles of Incorporation provide that a director of TBS will
not be personally liable to TBS or its shareholders for monetary damages for
breach of duty of care or other duty as a director, except for liability (i)
for any appropriation, in violation of the director's duties, of any business
opportunity of TBS, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law, (iii) for making a
distribution in violation of Section 14-2-831 of the Georgia Business
Corporation Code or (iv) for any transaction from which the director derived an
improper personal benefit.

         TBS has insurance to indemnify its directors and officers, subject to
the limits contained in those policies, from those liabilities in respect of
which such indemnification insurance is permitted under the laws of the state
of Georgia.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>
   Exhibit No.     Description
   -----------     -----------
       <S>         <C>
       4.1         Restated Articles of Incorporation of TBS, as amended (the "Articles") (filed as
                   Exhibit 4.9 to Amendment No. 2 to TBS's Registration Statement on Form S-2
                   (Registration No. 33-686), filed with the Commission on March 18, 1986, and
                   incorporated herein by reference).

       4.2         Substitute Statement of Resolution Establishing and Designating the Series A
                   Cumulative Preferred Stock (filed as Exhibit 4.11 to TBS's Form 10-K for the fiscal
                   year ended December 31, 1985, and incorporated herein by reference).
</TABLE>

                                       4





<PAGE>   5
<TABLE>
       <S>         <C>
       4.3         Articles of Amendment, dated June 3, 1987, to Articles (filed as Exhibit 4 to TBS's
                   Form 8-K dated June 3, 1987, and incorporated herein by reference).

       4.4         Articles of Amendment, dated August 15, 1987, to Articles (filed as Exhibit 2(a) to
                   Amendment No. 1 on Form 8 dated August 20, 1987 to TBS's Registration Statement on
                   Form 8-A filed with the Commission on August 13, 1987, and incorporated herein by
                   reference).

       4.5         Articles of Amendment, dated July 15, 1988, to Articles (filed as Exhibit 3.1 to
                   TBS's Form 10-Q for the fiscal quarter ended June 30, 1988, and incorporated herein
                   by reference).

       4.6         Articles of Amendment, dated July 23, 1990 (filed as Exhibit 3 to TBS's Form 10-Q
                   for the fiscal quarter ended June 30, 1990, and incorporated herein by reference).

       4.7         Articles of Amendment, dated June 5, 1992, to Articles (filed as Exhibit 3.1.7 to
                   TBS's Form 10-K for the fiscal year ended December 31, 1992, and incorporated
                   herein by reference).

       4.8         TBS's By-Laws, as amended on and through November 13, 1990 (filed as Exhibit 3.2 to
                   TBS's Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein
                   by reference).

       5.1         Opinion of Steven W. Korn, Esq.

      23.1         Consent of Price Waterhouse.

      23.2         Consent of Steven W. Korn, Esq. (included in Exhibit 5.1).

      24.1         Power of Attorney (included on page 8 of this Registration Statement).
</TABLE>

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned registrant hereby undertakes:

                          (1)     To file, during any period in which offers or
                 sales are being made, a post-effective amendment to this
                 registration statement:

                                  (i)      To include any prospectus required
                          by Section 10(a) (3) of the Securities Act of 1933;  
  
  
                                      5

<PAGE>   6
                                  (ii)     To reflect in the prospectus any
                          facts or events arising after the effective date of
                          the registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in the registration
                          statement;

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

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

                          (2)     That, for the purpose of determining any
                 liability under the Securities Act 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.

                          (3)     To remove from registration by means of a
                 post-effective amendment any of the securities being
                 registered which remain unsold at the termination of the
                 offering.

         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the 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 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public

                                       6





<PAGE>   7
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.




                                      7

<PAGE>   8
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
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, on this 4th day of
February, 1994.

                                       TURNER BROADCASTING SYSTEM, INC.



                                       By  /s/ R.E. TURNER
                                          ------------------------------
                                           R.E. Turner
                                           Chairman of the Board of Directors
                                           and President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby authorizes Wayne H. Pace and Steven W. Korn , and each of them
acting individually, with full power of substitution, to file one or more
amendments, including post-effective amendments, to this registration
statement, which amendments may make such changes as Wayne H. Pace or Steven W.
Korn deems appropriate, and each person whose signature appears below,
individually and in each capacity stated below, hereby appoints Wayne H. Pace
and  Steven W. Korn, and each of them acting individually, with full power of
substitution, as Attorney-in-Fact to execute his name and on his behalf to file
any such amendments to this registration statement.

<TABLE>
<CAPTION>
                     Signature                                   Title                            Date
                     ---------                                   -----                            ----
      <S>                                           <C>                               <C>
      /s/ R.E. TURNER                               Chairman of the Board of          February 4,  1994
 ------------------------------------------         Directors and President (Chief                     
      R.E. Turner                                   Executive Officer)             
                                                    
      /s/ WAYNE H. PACE                             Vice President-Finance (Chief     February 4, 1994
 ------------------------------------------         Financial Officer)                                
      Wayne H. Pace                                      
                                       
      /s/ WILLIAM S. GHEGAN                         Vice President and                February 4, 1994
 ------------------------------------------         Controller (Chief  
      William S. Ghegan                             Accounting Officer)

      /s/ HENRY L. AARON                            Director                          February 4, 1994
 ------------------------------------------
      Henry L. Aaron
</TABLE>



                                      8

<PAGE>   9
<TABLE>
      <S>                                           <C>                               <C>
      /s/ WILLIAM C. BARTHOLOMAY                    Director                          February 4, 1994
 ------------------------------------
      William C. Bartholomay


      /s/ W. THOMAS JOHNSON                         Director                          February 4, 1994
 ------------------------------------
      W. Thomas Johnson

                                                    Director                                            
 ------------------------------------                                                 
      Rubye M. Lucas


      /s/ TERENCE F. MCGUIRK                        Director                          February 4, 1994
 ------------------------------------
      Terence F. McGuirk


      /s/ BRIAN L. ROBERTS                          Director                          February 4, 1994
 ------------------------------------
      Brian L. Roberts

      /s/ SCOTT M. SASSA                            Director                          February 4, 1994
 ------------------------------------
      Scott M. Sassa


      /s/ JOSEPH J. COLLINS                         Director                          February 4, 1994
 ------------------------------------
     Joseph J. Collins

      /s/ MICHAEL J. FUCHS                          Director                          February 4, 1994
 ------------------------------------
     Michael J. Fuchs


      /s/ GERALD M. LEVIN                           Director                          February 4, 1994
 ------------------------------------
      Gerald M. Levin


      /s/ BOB MAGNESS                               Director                          February 4, 1994
 ------------------------------------
      Bob Magness

                                                    Director                                           
 ------------------------------------                                                 
      John C. Malone


      /s/ TIMOTHY P. NEHER                          Director                          February 4, 1994
 ------------------------------------
      Timothy P. Neher

                                                    Director                                           
 ------------------------------------                                                 
      Fred A. Vierra
</TABLE>

                                       9





<PAGE>   10
                                LIST OF EXHIBITS


<TABLE>
<CAPTION>
                          Exhibit
                                 
                            No.                  Description
                          -------                -----------
                          <S>                    <C>
                          4.1                    Restated Articles of Incorporation of TBS, as amended (the "Articles")
                                                 (filed as Exhibit 4.9 to Amendment No. 2 to TBS's Registration Statement
                                                 on Form S-2 (Registration No. 33-686), filed with the Commission on
                                                 March 18, 1986, and incorporated herein by reference).

                          4.2                    Substitute Statement of Resolution Establishing and Designating the
                                                 Series A Cumulative Preferred Stock (filed as Exhibit 4.11 to TBS's Form
                                                 10-K for the fiscal year ended December 31, 1985, and incorporated herein
                                                 by reference).

                          4.3                    Articles of Amendment, dated June 3, 1987, to Articles (filed as Exhibit
                                                 4 to TBS's Form 8-K dated June 3, 1987, and incorporated herein by
                                                 reference).

                          4.4                    Articles of Amendment, dated August 15, 1987, to Articles (filed as
                                                 Exhibit 2(a) to Amendment No. 1 on Form 8 dated August 20, 1987 to TBS's
                                                 Registration Statement on Form 8-A filed with the Commission on
                                                 August 13, 1987, and incorporated herein by reference).

                          4.5                    Articles of Amendment, dated July 15, 1988, to Articles (filed as Exhibit
                                                 3.1 to TBS's Form 10-Q for the fiscal quarter ended June 30, 1988, and
                                                 incorporated herein by reference).

                          4.6                    Articles of Amendment, dated July 23, 1990 (filed as Exhibit 3 to TBS's
                                                 Form 10-Q for the fiscal quarter ended June 30, 1990, and incorporated
                                                 herein by reference).

                          4.7                    Articles of Amendment, dated June 5, 1992, to Articles (filed as Exhibit
                                                 3.1.7 to TBS's Form 10-K for the fiscal year ended December 31, 1992, and
                                                 incorporated herein by reference).
</TABLE>


                                       10





<PAGE>   11
<TABLE>
                          <S>                    <C>
                          4.8                    TBS's By-Laws, as amended on and through November 13, 1990 (filed as
                                                 Exhibit 3.2 to TBS's Form 10-K for the fiscal year ended December 31,
                                                 1991, and incorporated herein by reference).

                          5.1                    Opinion of Steven W. Korn, Esq.

                         23.1                    Consent of Price Waterhouse.

                         23.2                    Consent of Steven W. Korn, Esq. (included in Exhibit 5.1).

                         24.1                    Power of Attorney (included on page 8 of this Registration Statement).
</TABLE>


                                       11
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{"company-data": {"conformed-name": "TURNER BROADCASTING SYSTEM INC", "cik": "0000100240", "assigned-sic": "4833", "irs-number": "580950695", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52173", "film-number": "94504695"}, "business-address": {"street1": "ONE CNN CENTER", "street2": "100 INTERNATIONAL BLVD", "city": "ATLANTA", "state": "GA", "zip": "30303", "phone": "4048271700"}, "mail-address": {"street1": "P O BOX 105366", "city": "ATLANTA", "state": "GA", "zip": "30348-5366"}, "former-company": [{"former-conformed-name": "TURNER COMMUNICATIONS CORP", "date-changed": "19791016"}, {"former-conformed-name": "RICE BROADCASTING CO INC", "date-changed": "19700909"}]}
1
    As filed with the Securities and Exchange Commission on February 4, 1994
                                                       Registration No. 33-_____
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C.  20549

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

                        TURNER BROADCASTING SYSTEM, INC.     
             (Exact name of registrant as specified in its charter)

         Georgia                                         58-0950695           
  --------------------------                ------------------------------------
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
 of incorporation or organization)

          One CNN Center
          Atlanta, Georgia                                           30303   
- ----------------------------------------                          ----------
(Address of principal executive offices)                          (Zip Code)

              New Line Cinema Corporation 1986 Stock Option Plan
              New Line Cinema Corporation 1990 Stock Option Plan
              New Line Cinema Corporation 1991 Stock Option Plan
       New Line Cinema Corporation Nonqualified Stock Option Agreements
       ----------------------------------------------------------------
                           (Full title of the plan)

        Steven W. Korn, Esq., One CNN Center, Atlanta, Georgia  30303
                                (404) 827-1561
- --------------------------------------------------------------------------------
          (Name, address and telephone number, including area code,
                            of agent for service)

                                   Copies to:
                            Thomas C. Janson, Jr.
                    Skadden, Arps, Slate, Meagher, & Flom
                      300 South Grand Avenue, Suite 3400
                        Los Angeles, California  90071
                                (213) 687-5000

                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities     Amount to be            Proposed Maximum         Proposed Maximum      Amount of
 to be Registered        Registered              Offering Price Per       Aggregate Offering    Registration Fee (1)
                                                 Share (1)                Price (1)
Class B Common Stock,
 par value $0.0625 per   89,621
 share                   shares                  $ 25.6875                $ 2,302,139          $ 794
================================================================================
(1)      Estimated pursuant to Rules 457 (c) and (h) under the Securities Act 
         of 1933, as amended, solely for the purpose of calculating the 
         registration fee.

(2)      Plus such additional number of shares as may be issuable pursuant to
         the antidilution provisions of the above referenced plans.

In accordance with Rule 429 under the Securities Act of 1933, as amended, the
Prospectuses to be used in connection with the securities covered by this
Registration Statement also constitute the prospectuses with respect to a total
of 3,179,035 shares of Class B Common Stock issued upon exercise of options
under the plans and agreements to which the Prospectuses relate and previously
registered under the Registrant's Registration Statement on Form S-4 (No.
33-51739).
2
                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8

                    PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Incorporated by reference in this Registration Statement are the
following documents filed with the Securities and Exchange Commission (the
"Commission"):

                 (a)      Annual Report of Turner Broadcasting System, Inc.
         ("TBS") on Form 10-K for the fiscal year ended December 31, 1992;

                 (b)      TBS's Quarterly Reports on Form 10-Q for the periods
         ended March 31, 1993, June 30, 1993 and September 30, 1993;

                 (c)      TBS's Current Reports on Form 8-K, dated June 16,
         1993, August 17, 1993, October 22, 1993, December 28, 1993, January
         24, 1994 (as amended by TBS's Form 8-K/A dated February 3, 1994), and
         February 2, 1994;

                 (d)      TBS's Proxy Statement, dated May 5, 1993 for its 1993
         Annual Meeting of Stockholders; and

                 (e)      TBS's description of its Class B common stock, par
         value $0.0625 per share ("TBS Class B Common Stock"), contained in the
         section entitled "Description of the TBS Capital Stock" in TBS's
         Registration Statement on Form S-4, No. 33-51739, as filed with the
         Commission on December 29, 1993.

         All documents subsequently filed by TBS pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any

                                       2
3
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of TBS Class B Common Stock being offered
hereby will be passed upon by Steven W. Korn, Vice President, General Counsel
and Secretary of TBS.

         The consolidated financial statements of TBS incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K of TBS
for the year ended December 31, 1992 have been audited by Price Waterhouse,
independent accountants, as set forth in their report thereon included therein
and incorporated herein by reference.  Such financial statements have been so
incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         TBS's Bylaws provide for indemnification of directors and officers of
TBS against expenses (including attorneys' fees), judgments, fines, settlements
and other amounts actually incurred in connection with any proceeding arising
by reason of the fact that such person is or was an officer or director of TBS.

         TBS's Bylaws provide for indemnification of directors and officers of
TBS in connection with or resulting from any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which he or she may become involved by reason of his or her
being or having been a director or officer, or by reason of any action taken or
not taken in his or her capacity as such director or officer as a member of any
committee appointed by the Board of Directors of TBS to act for, in the
interest of, or on behalf of TBS, provided such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of TBS and, in addition, with respect to any criminal action or
proceeding, did not have reasonable cause to believe that his or her conduct
was unlawful.

                                       3
4
         Indemnification is mandatory in the case of a director or officer who
is wholly successful on the merits or otherwise with respect to any claim,
action, suit or proceeding of the character described above.  In other cases,
the determination whether to indemnify a director or officer is made by a
majority of disinterested directors, a majority of disinterested shareholders,
or independent legal counsel selected by any Judge of the United States
District Court for the Northern District of Georgia, Atlanta Division, at the
request of either TBS or the person seeking indemnification.

         TBS's Articles of Incorporation provide that a director of TBS will
not be personally liable to TBS or its shareholders for monetary damages for
breach of duty of care or other duty as a director, except for liability (i)
for any appropriation, in violation of the director's duties, of any business
opportunity of TBS, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law, (iii) for making a
distribution in violation of Section 14-2-831 of the Georgia Business
Corporation Code or (iv) for any transaction from which the director derived an
improper personal benefit.

         TBS has insurance to indemnify its directors and officers, subject to
the limits contained in those policies, from those liabilities in respect of
which such indemnification insurance is permitted under the laws of the state
of Georgia.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit No.     Description
   -----------     -----------
4.1         Restated Articles of Incorporation of TBS, as amended (the "Articles") (filed as
                   Exhibit 4.9 to Amendment No. 2 to TBS's Registration Statement on Form S-2
                   (Registration No. 33-686), filed with the Commission on March 18, 1986, and
                   incorporated herein by reference).

       4.2         Substitute Statement of Resolution Establishing and Designating the Series A
                   Cumulative Preferred Stock (filed as Exhibit 4.11 to TBS's Form 10-K for the fiscal
                   year ended December 31, 1985, and incorporated herein by reference).
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4.3         Articles of Amendment, dated June 3, 1987, to Articles (filed as Exhibit 4 to TBS's
                   Form 8-K dated June 3, 1987, and incorporated herein by reference).

       4.4         Articles of Amendment, dated August 15, 1987, to Articles (filed as Exhibit 2(a) to
                   Amendment No. 1 on Form 8 dated August 20, 1987 to TBS's Registration Statement on
                   Form 8-A filed with the Commission on August 13, 1987, and incorporated herein by
                   reference).

       4.5         Articles of Amendment, dated July 15, 1988, to Articles (filed as Exhibit 3.1 to
                   TBS's Form 10-Q for the fiscal quarter ended June 30, 1988, and incorporated herein
                   by reference).

       4.6         Articles of Amendment, dated July 23, 1990 (filed as Exhibit 3 to TBS's Form 10-Q
                   for the fiscal quarter ended June 30, 1990, and incorporated herein by reference).

       4.7         Articles of Amendment, dated June 5, 1992, to Articles (filed as Exhibit 3.1.7 to
                   TBS's Form 10-K for the fiscal year ended December 31, 1992, and incorporated
                   herein by reference).

       4.8         TBS's By-Laws, as amended on and through November 13, 1990 (filed as Exhibit 3.2 to
                   TBS's Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein
                   by reference).

       5.1         Opinion of Steven W. Korn, Esq.

      23.1         Consent of Price Waterhouse.

      23.2         Consent of Steven W. Korn, Esq. (included in Exhibit 5.1).

      24.1         Power of Attorney (included on page 8 of this Registration Statement).
ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned registrant hereby undertakes:

                          (1)     To file, during any period in which offers or
                 sales are being made, a post-effective amendment to this
                 registration statement:

                                  (i)      To include any prospectus required
                          by Section 10(a) (3) of the Securities Act of 1933;  
  
  
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                                  (ii)     To reflect in the prospectus any
                          facts or events arising after the effective date of
                          the registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in the registration
                          statement;

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

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

                          (2)     That, for the purpose of determining any
                 liability under the Securities Act 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.

                          (3)     To remove from registration by means of a
                 post-effective amendment any of the securities being
                 registered which remain unsold at the termination of the
                 offering.

         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the 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 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public

                                       6
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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.

                                      7
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                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
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, on this 4th day of
February, 1994.

                                       TURNER BROADCASTING SYSTEM, INC.

                                       By  /s/ R.E. TURNER
                                          ------------------------------
                                           R.E. Turner
                                           Chairman of the Board of Directors
                                           and President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby authorizes Wayne H. Pace and Steven W. Korn , and each of them
acting individually, with full power of substitution, to file one or more
amendments, including post-effective amendments, to this registration
statement, which amendments may make such changes as Wayne H. Pace or Steven W.
Korn deems appropriate, and each person whose signature appears below,
individually and in each capacity stated below, hereby appoints Wayne H. Pace
and  Steven W. Korn, and each of them acting individually, with full power of
substitution, as Attorney-in-Fact to execute his name and on his behalf to file
any such amendments to this registration statement.
Signature                                   Title                            Date
                     ---------                                   -----                            ----
/s/ R.E. TURNER                               Chairman of the Board of          February 4,  1994
 ------------------------------------------         Directors and President (Chief                     
      R.E. Turner                                   Executive Officer)             
                                                    
      /s/ WAYNE H. PACE                             Vice President-Finance (Chief     February 4, 1994
 ------------------------------------------         Financial Officer)                                
      Wayne H. Pace                                      
                                       
      /s/ WILLIAM S. GHEGAN                         Vice President and                February 4, 1994
 ------------------------------------------         Controller (Chief  
      William S. Ghegan                             Accounting Officer)

      /s/ HENRY L. AARON                            Director                          February 4, 1994
 ------------------------------------------
      Henry L. Aaron
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/s/ WILLIAM C. BARTHOLOMAY                    Director                          February 4, 1994
 ------------------------------------
      William C. Bartholomay

      /s/ W. THOMAS JOHNSON                         Director                          February 4, 1994
 ------------------------------------
      W. Thomas Johnson

                                                    Director                                            
 ------------------------------------                                                 
      Rubye M. Lucas

      /s/ TERENCE F. MCGUIRK                        Director                          February 4, 1994
 ------------------------------------
      Terence F. McGuirk

      /s/ BRIAN L. ROBERTS                          Director                          February 4, 1994
 ------------------------------------
      Brian L. Roberts

      /s/ SCOTT M. SASSA                            Director                          February 4, 1994
 ------------------------------------
      Scott M. Sassa

      /s/ JOSEPH J. COLLINS                         Director                          February 4, 1994
 ------------------------------------
     Joseph J. Collins

      /s/ MICHAEL J. FUCHS                          Director                          February 4, 1994
 ------------------------------------
     Michael J. Fuchs

      /s/ GERALD M. LEVIN                           Director                          February 4, 1994
 ------------------------------------
      Gerald M. Levin

      /s/ BOB MAGNESS                               Director                          February 4, 1994
 ------------------------------------
      Bob Magness

                                                    Director                                           
 ------------------------------------                                                 
      John C. Malone

      /s/ TIMOTHY P. NEHER                          Director                          February 4, 1994
 ------------------------------------
      Timothy P. Neher

                                                    Director                                           
 ------------------------------------                                                 
      Fred A. Vierra
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                                LIST OF EXHIBITS
Exhibit
                                 
                            No.                  Description
                          -------                -----------
4.1                    Restated Articles of Incorporation of TBS, as amended (the "Articles")
                                                 (filed as Exhibit 4.9 to Amendment No. 2 to TBS's Registration Statement
                                                 on Form S-2 (Registration No. 33-686), filed with the Commission on
                                                 March 18, 1986, and incorporated herein by reference).

                          4.2                    Substitute Statement of Resolution Establishing and Designating the
                                                 Series A Cumulative Preferred Stock (filed as Exhibit 4.11 to TBS's Form
                                                 10-K for the fiscal year ended December 31, 1985, and incorporated herein
                                                 by reference).

                          4.3                    Articles of Amendment, dated June 3, 1987, to Articles (filed as Exhibit
                                                 4 to TBS's Form 8-K dated June 3, 1987, and incorporated herein by
                                                 reference).

                          4.4                    Articles of Amendment, dated August 15, 1987, to Articles (filed as
                                                 Exhibit 2(a) to Amendment No. 1 on Form 8 dated August 20, 1987 to TBS's
                                                 Registration Statement on Form 8-A filed with the Commission on
                                                 August 13, 1987, and incorporated herein by reference).

                          4.5                    Articles of Amendment, dated July 15, 1988, to Articles (filed as Exhibit
                                                 3.1 to TBS's Form 10-Q for the fiscal quarter ended June 30, 1988, and
                                                 incorporated herein by reference).

                          4.6                    Articles of Amendment, dated July 23, 1990 (filed as Exhibit 3 to TBS's
                                                 Form 10-Q for the fiscal quarter ended June 30, 1990, and incorporated
                                                 herein by reference).

                          4.7                    Articles of Amendment, dated June 5, 1992, to Articles (filed as Exhibit
                                                 3.1.7 to TBS's Form 10-K for the fiscal year ended December 31, 1992, and
                                                 incorporated herein by reference).
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4.8                    TBS's By-Laws, as amended on and through November 13, 1990 (filed as
                                                 Exhibit 3.2 to TBS's Form 10-K for the fiscal year ended December 31,
                                                 1991, and incorporated herein by reference).

                          5.1                    Opinion of Steven W. Korn, Esq.

                         23.1                    Consent of Price Waterhouse.

                         23.2                    Consent of Steven W. Korn, Esq. (included in Exhibit 5.1).

                         24.1                    Power of Attorney (included on page 8 of this Registration Statement).
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