<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL   , 1994

                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

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

                            ------------------------

                       SPELLING ENTERTAINMENT GROUP INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                     <C>
                       FLORIDA                                                59-0862100
           (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
            INCORPORATION OR ORGANIZATION)
               5700 WILSHIRE BOULEVARD                                          90036
               LOS ANGELES, CALIFORNIA                                        (ZIP CODE)
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>

                                      NONE

    (Individual Stock Option Agreements with employees of Republic Pictures
     Corporation, each of which constitutes an employee benefit plan within
           the meaning of Rule 405 under the Securities Act of 1933)
                              (full title of plan)

                               Thomas W. Hawkins
                  Vice President, General Counsel & Secretary
                             One Blockbuster Plaza
                         Fort Lauderdale, Florida 33301
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (305) 832-3000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
           TITLE OF                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
        SECURITIES TO            AMOUNT TO BE    OFFERING PRICE    AGGREGATE OFFERING        AMOUNT OF
        BE REGISTERED             REGISTERED     PER SHARE (1)         PRICE (1)        REGISTRATION FEE (1)
- ------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>                <C>                  <C>
Common Stock $0.10 par value       668,489      $3.635 to $7.875       $3,662,296              $1,263
<FN>
(1)   Calculated  in accordance  with Rule 457(h)  on the basis  of the exercise
      prices of the  options as  follows: 51,529 shares  ($3.635); 7,155  shares
      ($3.938);  27,512 shares  ($3.998); 49,684 shares  ($4.089): 27,512 shares
      ($4.498); 1,375  shares ($5.301);  82,540 shares  ($5.528); 88,863  shares
      ($5.604);  42,097 shares ($5.982); 239,364  shares ($6.058); 16,805 shares
      ($6.164); 16,718 shares ($6.579); 4,127 shares ($7.118) and 13,208  shares
      ($7.875).
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                             INTRODUCTORY STATEMENT

    This  Registration Statement on Form S-8  is being filed to register 668,489
shares of  Common Stock,  par value  $.10  per share  (the "Common  Stock"),  of
Spelling  Entertainment  Group  Inc.  (the  "Company"),  for  issuance  upon the
exercise of options  granted to  employees of Republic  Pictures Corporation  in
connection  with the merger of Republic  Pictures Corporation and a wholly owned
subsidiary of the Company.

    Pursuant to Rule 428(b)(1), promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the information  required by Part I of Form  S-8
will  be sent or given to employees, as specified in such Rule, in the form of a
prospectus that meets the requirements of  Section 10(a) of the Securities  Act.
In  accordance with the note  which precedes the instructions  to Part I of Form
S-8, the  prospectus  has  not  been filed  with  the  Securities  and  Exchange
Commission  either as part of this registration  statement or as a prospectus or
prospectus supplement.

                                       1
<PAGE>
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following documents heretofore  filed with the  Securities and Exchange
Commission by  Spelling  Entertainment  Group Inc.  (the  "Company")  under  the
Securities  Act of  1933, as amended  (the "Securities Act"),  or the Securities
Exchange Act of 1934, as amended  (the "Exchange Act"), are incorporated  herein
by  reference: (1) The Company's Annual Report  on Form 10-K for the fiscal year
ended December 31, 1993 and (2) the description of the Common Stock contained in
the Company's  Registration  Statement on  Form  8-A  under Section  12  of  the
Exchange Act, dated April 17, 1972.

    All  documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the  Exchange Act  after the date  of this  registration statement  and
prior  to  the filing  of a  post-effective amendment  which indicates  that all
securities offered  have been  sold  or which  deregisters all  securities  then
remaining  unsold  shall  be deemed  to  be  incorporated by  reference  in this
registration statement and to be a part  hereof from the date of filing of  such
documents.  Any statement contained in  a document all or  a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded for purposes  of this registration  statement to  the
extent  that a  statement contained  herein or  in any  other subsequently filed
document which  also is  or is  deemed to  be incorporated  by reference  herein
modifies  or  supersedes  such  statement. Any  such  statement  so  modified or
superseded shall  not  be  deemed,  except as  so  modified  or  superseded,  to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5. EXPERTS.

    Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section  607.0850  of  the  Florida Business  Corporation  Act  empowers the
Company to indemnify, subject to the standards set forth therein, any person  in
connection with any proceeding brought by reason of the fact that he is or was a
director, officer, employee or agent of the Company (or served at the request of
the  Company in certain  similar capacities with other  entities). Article XI of
the Company's Bylaws  provide for  the indemnification  by the  Company of  each
director, officer, employee or agent of the Company to the full extent permitted
by Florida Law.

    The  Company has entered into  indemnification agreements with its directors
and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
          NUMBER AND DESCRIPTION OF EXHIBIT
          ----------------------------------------------------------------------
<S>       <C>
  3(i)    Articles of Incorporation of the Registrant, as amended (incorporated
          by reference to Exhibit 3(i) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1993).
          Bylaws of the Registrant, as amended (incorporated by reference to
 3(ii)    Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1993).
  5       Opinion of legal counsel (including consent).
 23.1     Consent of Arthur Andersen & Co.
 23.2     Consent of Ernst & Young.
 23.3     Consent of legal counsel (included in Exhibit 5).
 99       Form of Stock Option Agreement.
</TABLE>

                                      II-1
<PAGE>
ITEM 9. UNDERTAKINGS.

    The registrant hereby undertakes:

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

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

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

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

   provided,  however, that paragraphs (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, each such post-effective amendment  shall be deemed to be a
    new registration statement relating to  the securities offered therein,  and
    the  offering of  such securities  at that  time shall  be deemed  to be the
    initial bona fide offering thereof.

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

    The  undersigned  registrant  hereby   undertakes  that,  for  purposes   of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's annual report  pursuant to section  13(a) or section  15(d) of  the
Exchange  Act (and, where applicable, each  filing of an employee benefit plan's
annual  report  pursuant  to  section  15(d)  of  the  Exchange  Act)  that   is
incorporated  by reference in the registration statement shall be deemed to be a
new registration statement relating to  the securities offered therein, and  the
offering  of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities  Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to  the foregoing provisions,  or otherwise, the  registrant
has  been advised that in the opinion  of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for  indemnification
against  such liabilities (other than the  payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the  registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled  by controlling  precedent, submit  to a  court of  appropriate
jurisdiction  the question whether such indemnification  by it is against public
policy as expressed  in the Securities  Act and  will be governed  by the  final
adjudication of such issue.

                                      II-2
<PAGE>
                                   SIGNATURES

    Pursuant  to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto  to be signed on  its behalf by the  undersigned,
thereunto  duly authorized, in the City of  Los Angeles, State of California, on
April 26, 1994.

                                          SPELLING ENTERTAINMENT GROUP INC.

                                          By: /s/ STEVEN R. BERRARD
                                          --------------------------------------
                                          Steven R. Berrard
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

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

<TABLE>
<CAPTION>
                      SIGNATURE                                         TITLE                         DATE
- ------------------------------------------------------  --------------------------------------  -----------------
<C>                                                     <S>                                     <C>
                /s/ H. WAYNE HUIZENGA
     -------------------------------------------        Chairman of the Board                    April 26, 1994
                  H. Wayne Huizenga                      of Directors
                  /s/ AARON SPELLING
     -------------------------------------------        Vice Chairman of the Board               April 26, 1994
                    Aaron Spelling                       of Directors
                /s/ STEVEN R. BERRARD                   President, Chief Executive
     -------------------------------------------         Officer and Director                    April 26, 1994
                  Steven R. Berrard                      (Principal Executive Officer)
                                                        Senior Vice President,
                 /s/ THOMAS P. CARSON                    Treasurer and Chief
     -------------------------------------------         Financial Officer                       April 26, 1994
                   Thomas P. Carson                      (Principal Financial Officer)
                /s/ KATHLEEN COUGHLAN                   Vice President and
     -------------------------------------------         Corporate Controller                    April 26, 1994
                  Kathleen Coughlan                      (Principal Accounting Officer)
                 /s/ JOHN T. LAWRENCE
     -------------------------------------------        Director                                 April 26, 1994
                   John T. Lawrence
</TABLE>

                                      II-3
<PAGE>

<TABLE>
<CAPTION>
                      SIGNATURE                                         TITLE                         DATE
- ------------------------------------------------------  --------------------------------------  -----------------
<C>                                                     <S>                                     <C>
                 /s/ S. CRAIG LINDNER
     -------------------------------------------                       Director                  April 26, 1994
                   S. Craig Lindner
               /s/ ALFRED W. MARTINELLI
     -------------------------------------------                       Director                  April 26, 1994
                 Alfred W. Martinelli
                 /s/ JOHN L. MUETHING
     -------------------------------------------                       Director                  April 26, 1994
                   John L. Muething
</TABLE>

                                      II-4
<PAGE>
                       SPELLING ENTERTAINMENT GROUP INC.
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
            NUMBER AND DESCRIPTION OF EXHIBIT
            -------------------------------------------------------------------------------------------
<S>         <C>                                                                                          <C>
  3(i)      Articles of Incorporation of the Registrant, as amended (incorporated by reference to
            Exhibit 3(i) to the Registrant's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1993).........................................................................
  3(ii)     Bylaws of the Registrant, as amended (incorporated by reference to
            Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1993).........................................................................
  5         Opinion of legal counsel (including consent)...............................................
 23.1       Consent of Arthur Andersen & Co............................................................
 23.2       Consent of Ernst & Young...................................................................
 23.3       Consent of legal counsel (included in Exhibit 5)...........................................
 99         Form of Stock Option Agreement.............................................................
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17515}]
{"company-data": {"conformed-name": "SPELLING ENTERTAINMENT GROUP INC", "cik": "0000312667", "assigned-sic": "7822", "irs-number": "590862100", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53291", "film-number": "94524544"}, "business-address": {"street1": "ONE BLOCKBUSTER PLZ", "city": "FT LAUDERDALE", "state": "FL", "zip": "33301", "phone": "3058323000"}, "former-company": {"former-conformed-name": "CHARTER CO", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL   , 1994

                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

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

                            ------------------------

                       SPELLING ENTERTAINMENT GROUP INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
FLORIDA                                                59-0862100
           (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
            INCORPORATION OR ORGANIZATION)
               5700 WILSHIRE BOULEVARD                                          90036
               LOS ANGELES, CALIFORNIA                                        (ZIP CODE)
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
NONE

    (Individual Stock Option Agreements with employees of Republic Pictures
     Corporation, each of which constitutes an employee benefit plan within
           the meaning of Rule 405 under the Securities Act of 1933)
                              (full title of plan)

                               Thomas W. Hawkins
                  Vice President, General Counsel & Secretary
                             One Blockbuster Plaza
                         Fort Lauderdale, Florida 33301
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (305) 832-3000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE
TITLE OF                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
        SECURITIES TO            AMOUNT TO BE    OFFERING PRICE    AGGREGATE OFFERING        AMOUNT OF
        BE REGISTERED             REGISTERED     PER SHARE (1)         PRICE (1)        REGISTRATION FEE (1)
- ------------------------------------------------------------------------------------------------------------
Common Stock $0.10 par value       668,489      $3.635 to $7.875       $3,662,296              $1,263
(1)   Calculated  in accordance  with Rule 457(h)  on the basis  of the exercise
      prices of the  options as  follows: 51,529 shares  ($3.635); 7,155  shares
      ($3.938);  27,512 shares  ($3.998); 49,684 shares  ($4.089): 27,512 shares
      ($4.498); 1,375  shares ($5.301);  82,540 shares  ($5.528); 88,863  shares
      ($5.604);  42,097 shares ($5.982); 239,364  shares ($6.058); 16,805 shares
      ($6.164); 16,718 shares ($6.579); 4,127 shares ($7.118) and 13,208  shares
      ($7.875).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INTRODUCTORY STATEMENT

    This  Registration Statement on Form S-8  is being filed to register 668,489
shares of  Common Stock,  par value  $.10  per share  (the "Common  Stock"),  of
Spelling  Entertainment  Group  Inc.  (the  "Company"),  for  issuance  upon the
exercise of options  granted to  employees of Republic  Pictures Corporation  in
connection  with the merger of Republic  Pictures Corporation and a wholly owned
subsidiary of the Company.

    Pursuant to Rule 428(b)(1), promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the information  required by Part I of Form  S-8
will  be sent or given to employees, as specified in such Rule, in the form of a
prospectus that meets the requirements of  Section 10(a) of the Securities  Act.
In  accordance with the note  which precedes the instructions  to Part I of Form
S-8, the  prospectus  has  not  been filed  with  the  Securities  and  Exchange
Commission  either as part of this registration  statement or as a prospectus or
prospectus supplement.

                                       1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following documents heretofore  filed with the  Securities and Exchange
Commission by  Spelling  Entertainment  Group Inc.  (the  "Company")  under  the
Securities  Act of  1933, as amended  (the "Securities Act"),  or the Securities
Exchange Act of 1934, as amended  (the "Exchange Act"), are incorporated  herein
by  reference: (1) The Company's Annual Report  on Form 10-K for the fiscal year
ended December 31, 1993 and (2) the description of the Common Stock contained in
the Company's  Registration  Statement on  Form  8-A  under Section  12  of  the
Exchange Act, dated April 17, 1972.

    All  documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the  Exchange Act  after the date  of this  registration statement  and
prior  to  the filing  of a  post-effective amendment  which indicates  that all
securities offered  have been  sold  or which  deregisters all  securities  then
remaining  unsold  shall  be deemed  to  be  incorporated by  reference  in this
registration statement and to be a part  hereof from the date of filing of  such
documents.  Any statement contained in  a document all or  a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded for purposes  of this registration  statement to  the
extent  that a  statement contained  herein or  in any  other subsequently filed
document which  also is  or is  deemed to  be incorporated  by reference  herein
modifies  or  supersedes  such  statement. Any  such  statement  so  modified or
superseded shall  not  be  deemed,  except as  so  modified  or  superseded,  to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5. EXPERTS.

    Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section  607.0850  of  the  Florida Business  Corporation  Act  empowers the
Company to indemnify, subject to the standards set forth therein, any person  in
connection with any proceeding brought by reason of the fact that he is or was a
director, officer, employee or agent of the Company (or served at the request of
the  Company in certain  similar capacities with other  entities). Article XI of
the Company's Bylaws  provide for  the indemnification  by the  Company of  each
director, officer, employee or agent of the Company to the full extent permitted
by Florida Law.

    The  Company has entered into  indemnification agreements with its directors
and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8. EXHIBITS.
NUMBER AND DESCRIPTION OF EXHIBIT
          ----------------------------------------------------------------------
3(i)    Articles of Incorporation of the Registrant, as amended (incorporated
          by reference to Exhibit 3(i) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1993).
          Bylaws of the Registrant, as amended (incorporated by reference to
 3(ii)    Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1993).
  5       Opinion of legal counsel (including consent).
 23.1     Consent of Arthur Andersen & Co.
 23.2     Consent of Ernst & Young.
 23.3     Consent of legal counsel (included in Exhibit 5).
 99       Form of Stock Option Agreement.
II-1
ITEM 9. UNDERTAKINGS.

    The registrant hereby undertakes:

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

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

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

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

   provided,  however, that paragraphs (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, each such post-effective amendment  shall be deemed to be a
    new registration statement relating to  the securities offered therein,  and
    the  offering of  such securities  at that  time shall  be deemed  to be the
    initial bona fide offering thereof.

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

    The  undersigned  registrant  hereby   undertakes  that,  for  purposes   of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's annual report  pursuant to section  13(a) or section  15(d) of  the
Exchange  Act (and, where applicable, each  filing of an employee benefit plan's
annual  report  pursuant  to  section  15(d)  of  the  Exchange  Act)  that   is
incorporated  by reference in the registration statement shall be deemed to be a
new registration statement relating to  the securities offered therein, and  the
offering  of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities  Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to  the foregoing provisions,  or otherwise, the  registrant
has  been advised that in the opinion  of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for  indemnification
against  such liabilities (other than the  payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the  registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled  by controlling  precedent, submit  to a  court of  appropriate
jurisdiction  the question whether such indemnification  by it is against public
policy as expressed  in the Securities  Act and  will be governed  by the  final
adjudication of such issue.

                                      II-2
SIGNATURES

    Pursuant  to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto  to be signed on  its behalf by the  undersigned,
thereunto  duly authorized, in the City of  Los Angeles, State of California, on
April 26, 1994.

                                          SPELLING ENTERTAINMENT GROUP INC.

                                          By: /s/ STEVEN R. BERRARD
                                          --------------------------------------
                                          Steven R. Berrard
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement or  amendment thereto  has been signed  by the  following
persons in the capacities and on the dates indicated.
SIGNATURE                                         TITLE                         DATE
- ------------------------------------------------------  --------------------------------------  -----------------
/s/ H. WAYNE HUIZENGA
     -------------------------------------------        Chairman of the Board                    April 26, 1994
                  H. Wayne Huizenga                      of Directors
                  /s/ AARON SPELLING
     -------------------------------------------        Vice Chairman of the Board               April 26, 1994
                    Aaron Spelling                       of Directors
                /s/ STEVEN R. BERRARD                   President, Chief Executive
     -------------------------------------------         Officer and Director                    April 26, 1994
                  Steven R. Berrard                      (Principal Executive Officer)
                                                        Senior Vice President,
                 /s/ THOMAS P. CARSON                    Treasurer and Chief
     -------------------------------------------         Financial Officer                       April 26, 1994
                   Thomas P. Carson                      (Principal Financial Officer)
                /s/ KATHLEEN COUGHLAN                   Vice President and
     -------------------------------------------         Corporate Controller                    April 26, 1994
                  Kathleen Coughlan                      (Principal Accounting Officer)
                 /s/ JOHN T. LAWRENCE
     -------------------------------------------        Director                                 April 26, 1994
                   John T. Lawrence
II-3
SIGNATURE                                         TITLE                         DATE
- ------------------------------------------------------  --------------------------------------  -----------------
/s/ S. CRAIG LINDNER
     -------------------------------------------                       Director                  April 26, 1994
                   S. Craig Lindner
               /s/ ALFRED W. MARTINELLI
     -------------------------------------------                       Director                  April 26, 1994
                 Alfred W. Martinelli
                 /s/ JOHN L. MUETHING
     -------------------------------------------                       Director                  April 26, 1994
                   John L. Muething
II-4
SPELLING ENTERTAINMENT GROUP INC.
                                 EXHIBIT INDEX
NUMBER AND DESCRIPTION OF EXHIBIT
            -------------------------------------------------------------------------------------------
3(i)      Articles of Incorporation of the Registrant, as amended (incorporated by reference to
            Exhibit 3(i) to the Registrant's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1993).........................................................................
  3(ii)     Bylaws of the Registrant, as amended (incorporated by reference to
            Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1993).........................................................................
  5         Opinion of legal counsel (including consent)...............................................
 23.1       Consent of Arthur Andersen & Co............................................................
 23.2       Consent of Ernst & Young...................................................................
 23.3       Consent of legal counsel (included in Exhibit 5)...........................................
 99         Form of Stock Option Agreement.............................................................