<PAGE>
 
As filed with the Securities and Exchange Commission on July 29, 1996

                                                       Registration No.333-_____

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                       Ascent Entertainment Group, Inc.
              (Exact name of issuer as specified in its charter)

         Delaware                                               52-1930707
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              identification no.)

                               One Tabor Center
                            1200 Seventeenth Street
                               Denver, CO 80202
         (Address of Principal Executive Offices, including Zip Code)

             ASCENT ENTERTAINMENT GROUP, INC. 1995 NON-EMPLOYEE 
                             DIRECTORS STOCK PLAN
                           (Full Title of the Plan)

                             Arthur M. Aaron, Esq.
            Vice President, Business & Legal Affairs and Secretary
                       Ascent Entertainment Group, Inc.
                               One Tabor Center
                            1200 Seventeenth Street
                               Denver, CO 80202
                                (303) 626-7000
           (Name, Address and Telephone Number of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Title of        Amount         Proposed         Proposed       Amount of
Securities      to be          Maximum          Maximum        Registration
to be           Registered     Offering Price   Aggregate      Fee
Registered                     per Share        Offering Price
- -----------------------------------------------------------------------------
<S>             <C>            <C>               <C>            <C>
Common Stock    110,000
($.01 par       shares(1)      $16.00(2)         $1,760,000(2)  $606.90
value)
- -----------------------------------------------------------------------------
</TABLE>
(1)  This Registration Statement also covers such additional shares of Common
     Stock as may be issuable pursuant to adjustments deemed necessary or
     equitable by the Board of Directors of the Registrant upon changes in
     capitalization, as provided in Section 8 of the Ascent Entertainment Group,
     Inc. 1995 Non-Employee Directors Stock Plan.
(2)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     registration fee on the basis of the average of the high and low prices of
     the Registrant's Common Stock on the NASDAQ National Market reporting
     system on July 24, 1996.

                 Page 1 of 12 pages - Exhibit Index at page 8.
<PAGE>
 
                                    PART II
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

          The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by Ascent Entertainment
Group, Inc. (the "Company") (Commission File No. 0-27192) pursuant to the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K, for the fiscal year ended
          December 31, 1995.

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 1996.

     (c)  The Company's Current Report on Form 8-K filed with the Commission on
          April 19, 1996.

     (d)  The description of the Common Stock appearing on pages 63 through 64
          of Amendment No. 1 to the Company's Registration Statement on Form 
          S-1, Commission File No. 33-98502.

     All documents filed with the Commission subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 14 or 15(d) of 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 remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents with
the Commission.


Item 4.  Description of Securities

     The Company's Common Stock is registered under Section 12(b) of the
Exchange Act.


Item 5.  Interests of Named Experts and Counsel

     An opinion as to the validity of the securities being issued has been
rendered for the Company by Arthur M. Aaron, Vice President, Business & Legal
Affairs and Secretary of the Company. As of July 26, 1996, Mr. Aaron was the
record owner of 1,000 shares of the Company's Common Stock ("Common Stock") and
had options to purchase 100,000 shares of Common Stock, none of which options
were exercisable.

                                      -2-
<PAGE>
 
Item 6.  Indemnification of Officers and Directors

     Reference is made to the provisions of Article VIII of the Registrant's
Certificate of Incorporation filed as Exhibit 4(a) hereto and the provisions of
Article VIII of the Registrant's By-laws filed as Exhibit 4(b) hereto.

     Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law") permits a corporation to indemnify
certain persons made a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the corporation or is or was serving at the request
of the corporation as a director or officer of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe that his conduct was unlawful.  If,
however, any threatened, pending or completed action, suit or proceeding is by
or in the right of the corporation, the director or officer is not permitted to
be indemnified in respect of any claim, issue or matter as to which he is
adjudged to be liable to the corporation unless the Delaware Court of Chancery,
or such other court adjudicating the action, determines otherwise.

     Additionally, there are in effect directors' and officers' liability
insurance policies which insure the Registrant's directors and officers against
certain liabilities that they may incur in such capacities.


Item 7.  Exemption from Registration Claimed

     Not Applicable.


Item 8.  Exhibits
 
     The exhibits listed below are listed according to the number assigned in
the table in Item 601 of Regulation S-K.
 
     Exhibit No.         Description of Exhibit
     -----------         ----------------------
 
        4(a)        Certificate of Amended and Restated Certificate of
                    Incorporation of Ascent Entertainment Group, Inc. (as
                    amended through December 12, 1995)  (Incorporated by
                    reference to Exhibit 3.1 to Registrant's Amendment No. 4 to
                    Registration Statement on 

                                      -3-
<PAGE>
 
                    Form S-1, Commission File No. 33-98502).

        4(b)        Amended and Restated By-laws of Ascent Entertainment Group,
                    Inc. (as amended through November 6, 1995) (Incorporated by
                    reference to Exhibit 3.2 to Registrant's Amendment No. 1 to
                    Registration Statement on Form S-1, Commission File No. 33-
                    98502).

        5(a)        Opinion of Arthur M. Aaron, Vice President, Business & Legal
                    Affairs and Secretary of the Registrant, as to the legality
                    of the shares of Common Stock to which this Registration
                    Statement applies being registered.

        5(b)        Not applicable.

        23(a)       Consent of Deloitte & Touche LLP.

        23(b)       Consent of Arthur M. Aaron (contained in Exhibit 5(a)).

        24          Powers of Attorney.


Item 9.  Undertakings (numbered as in Item 512 of Regulation S-K)

     (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;

       (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 the undertakings set forth in paragraphs (1)(i) and
- --------  -------                                                          
(1)(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that 

                                      -4-
<PAGE>
 
are incorporated by reference in this 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 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 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-
<PAGE>
 
                                 SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, in the County of Denver, State of
Colorado, on July 26, 1996.


                                    Ascent Entertainment Group, Inc.
                                       (Registrant)



Date: July 26, 1996                 By /s/ Arthur M. Aaron
                                      -------------------------------------
                                      Arthur M. Aaron
                                         Vice President, Business & Legal
                                         Affairs and Secretary
 


          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons by power of
attorney in the capacities and on the date indicated.

                                    (1) Principal executive officer


Date:  July 26, 1996                        /s/ Charles Lyons*
                                        ------------------------------      
                                        (Charles Lyons, President
                                         and Chief Executive Officer)


                                    (2) Principal financial officer


Date:  July 26, 1996                        /s/ Wesley D. Minami*
                                        -------------------------------
                                        (Wesley D. Minami, Vice President
                                         and Chief Financial Officer)


                                    (3) Principal accounting officer


Date:  July 26, 1996                        /s/ David A. Holden*
                                        -------------------------------
                                        (David A. Holden, Controller)

                                      -6-
<PAGE>
 
                                        (4)  Board of Directors


Date:  July 26, 1996                        /s/ Charles Lyons*
                                        ----------------------------------
                                        (Charles Lyons, Director)



Date:  July 26, 1996                        /s/ C.J. Silas*
                                        --------------------------------- 
                                        (C.J. Silas, Chairman of the Board
                                         and Director)



Date:  July 26, 1996                        /s/ Edwin I. Colodny*
                                        ----------------------------------
                                        (Edwin I. Colodny, Director)



Date:  July 26, 1996                        /s/ Charles M. Neinas*
                                        --------------------------------- 
                                        (Charles M. Neinas, Director)



Date:  July 26, 1996                        /s/ Robert G. Schwartz*
                                        ---------------------------------     
                                        (Robert G. Schwartz, Director)



Date:  July 26, 1996                        /s/ Robert M. Kavner*
                                        ---------------------------------    
                                        (Robert M. Kavner, Director)



*  By: /s/ Arthur M. Aaron
      ---------------------------------
      Arthur M. Aaron, Attorney-in-fact

                                      -7-
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
                                                                     Sequential
        Exhibit No.                       Description                Page Number
        -----------                       -----------                -----------
<S>                          <C>                                     <C>
 
   4(a)                      Certificate of Amended and Restated
                             Certificate of Incorporation of
                             Ascent Entertainment Group, Inc. (as
                             amended through December 12, 1995)
                             (Incorporated by reference to Exhibit
                             3.1 to Registrant's Amendment No. 4
                             to Registration Statement on Form
                             S-1, Commission File No.
                             33-98502).
 
   4(b)                      Amended and Restated By-laws of
                             Ascent Entertainment Group, Inc. (as
                             amended through November 6, 1995)
                             (Incorporated by reference to Exhibit
                             3.2 to Registrant's Amendment No. 1
                             to Registration Statement on Form
                             S-1, Commission File No. 33-98502).
 
   5(a)                      Opinion of Arthur M. Aaron, Vice                  9
                             President, Business & Legal Affairs
                             and Secretary of the Registrant, as
                             to the legality of the shares of
                             Common Stock to which this
                             Registration Statement applies being
                             registered.
 
   5(b)                      Not applicable.
 
   23(a)                     Consent of Deloitte & Touche LLP.                10
 
   23(b)                     Consent of Arthur M. Aaron (contained
                             in Exhibit 5(a)).
 
   24                        Powers of Attorney.                              11
 
 
</TABLE>

                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18547}]
{"company-data": {"conformed-name": "ASCENT ENTERTAINMENT GROUP INC", "cik": "0001002666", "assigned-sic": "4841", "irs-number": "521930707", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09067", "film-number": "96600355"}, "business-address": {"street1": "1200 SEVENTEETH ST", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3035720381"}, "former-company": {"former-conformed-name": "COMSAT ENTERTAINMENT GROUP INC", "date-changed": "19951025"}}
As filed with the Securities and Exchange Commission on July 29, 1996

                                                       Registration No.333-_____

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                       Ascent Entertainment Group, Inc.
              (Exact name of issuer as specified in its charter)

         Delaware                                               52-1930707
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              identification no.)

                               One Tabor Center
                            1200 Seventeenth Street
                               Denver, CO 80202
         (Address of Principal Executive Offices, including Zip Code)

             ASCENT ENTERTAINMENT GROUP, INC. 1995 NON-EMPLOYEE 
                             DIRECTORS STOCK PLAN
                           (Full Title of the Plan)

                             Arthur M. Aaron, Esq.
            Vice President, Business & Legal Affairs and Secretary
                       Ascent Entertainment Group, Inc.
                               One Tabor Center
                            1200 Seventeenth Street
                               Denver, CO 80202
                                (303) 626-7000
           (Name, Address and Telephone Number of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of        Amount         Proposed         Proposed       Amount of
Securities      to be          Maximum          Maximum        Registration
to be           Registered     Offering Price   Aggregate      Fee
Registered                     per Share        Offering Price
- -----------------------------------------------------------------------------
Common Stock    110,000
($.01 par       shares(1)      $16.00(2)         $1,760,000(2)  $606.90
value)
- -----------------------------------------------------------------------------
(1)  This Registration Statement also covers such additional shares of Common
     Stock as may be issuable pursuant to adjustments deemed necessary or
     equitable by the Board of Directors of the Registrant upon changes in
     capitalization, as provided in Section 8 of the Ascent Entertainment Group,
     Inc. 1995 Non-Employee Directors Stock Plan.
(2)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     registration fee on the basis of the average of the high and low prices of
     the Registrant's Common Stock on the NASDAQ National Market reporting
     system on July 24, 1996.

                 Page 1 of 12 pages - Exhibit Index at page 8.
PART II
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

          The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by Ascent Entertainment
Group, Inc. (the "Company") (Commission File No. 0-27192) pursuant to the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K, for the fiscal year ended
          December 31, 1995.

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 1996.

     (c)  The Company's Current Report on Form 8-K filed with the Commission on
          April 19, 1996.

     (d)  The description of the Common Stock appearing on pages 63 through 64
          of Amendment No. 1 to the Company's Registration Statement on Form 
          S-1, Commission File No. 33-98502.

     All documents filed with the Commission subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 14 or 15(d) of 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 remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents with
the Commission.

Item 4.  Description of Securities

     The Company's Common Stock is registered under Section 12(b) of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     An opinion as to the validity of the securities being issued has been
rendered for the Company by Arthur M. Aaron, Vice President, Business & Legal
Affairs and Secretary of the Company. As of July 26, 1996, Mr. Aaron was the
record owner of 1,000 shares of the Company's Common Stock ("Common Stock") and
had options to purchase 100,000 shares of Common Stock, none of which options
were exercisable.

                                      -2-
Item 6.  Indemnification of Officers and Directors

     Reference is made to the provisions of Article VIII of the Registrant's
Certificate of Incorporation filed as Exhibit 4(a) hereto and the provisions of
Article VIII of the Registrant's By-laws filed as Exhibit 4(b) hereto.

     Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law") permits a corporation to indemnify
certain persons made a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the corporation or is or was serving at the request
of the corporation as a director or officer of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe that his conduct was unlawful.  If,
however, any threatened, pending or completed action, suit or proceeding is by
or in the right of the corporation, the director or officer is not permitted to
be indemnified in respect of any claim, issue or matter as to which he is
adjudged to be liable to the corporation unless the Delaware Court of Chancery,
or such other court adjudicating the action, determines otherwise.

     Additionally, there are in effect directors' and officers' liability
insurance policies which insure the Registrant's directors and officers against
certain liabilities that they may incur in such capacities.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits
 
     The exhibits listed below are listed according to the number assigned in
the table in Item 601 of Regulation S-K.
 
     Exhibit No.         Description of Exhibit
     -----------         ----------------------
 
        4(a)        Certificate of Amended and Restated Certificate of
                    Incorporation of Ascent Entertainment Group, Inc. (as
                    amended through December 12, 1995)  (Incorporated by
                    reference to Exhibit 3.1 to Registrant's Amendment No. 4 to
                    Registration Statement on 

                                      -3-
Form S-1, Commission File No. 33-98502).

        4(b)        Amended and Restated By-laws of Ascent Entertainment Group,
                    Inc. (as amended through November 6, 1995) (Incorporated by
                    reference to Exhibit 3.2 to Registrant's Amendment No. 1 to
                    Registration Statement on Form S-1, Commission File No. 33-
                    98502).

        5(a)        Opinion of Arthur M. Aaron, Vice President, Business & Legal
                    Affairs and Secretary of the Registrant, as to the legality
                    of the shares of Common Stock to which this Registration
                    Statement applies being registered.

        5(b)        Not applicable.

        23(a)       Consent of Deloitte & Touche LLP.

        23(b)       Consent of Arthur M. Aaron (contained in Exhibit 5(a)).

        24          Powers of Attorney.

Item 9.  Undertakings (numbered as in Item 512 of Regulation S-K)

     (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;

       (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 the undertakings set forth in paragraphs (1)(i) and
- --------  -------                                                          
(1)(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that 

                                      -4-
are incorporated by reference in this 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 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 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 Denver, in the County of Denver, State of
Colorado, on July 26, 1996.

                                    Ascent Entertainment Group, Inc.
                                       (Registrant)

Date: July 26, 1996                 By /s/ Arthur M. Aaron
                                      -------------------------------------
                                      Arthur M. Aaron
                                         Vice President, Business & Legal
                                         Affairs and Secretary
 

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons by power of
attorney in the capacities and on the date indicated.

                                    (1) Principal executive officer

Date:  July 26, 1996                        /s/ Charles Lyons*
                                        ------------------------------      
                                        (Charles Lyons, President
                                         and Chief Executive Officer)

                                    (2) Principal financial officer

Date:  July 26, 1996                        /s/ Wesley D. Minami*
                                        -------------------------------
                                        (Wesley D. Minami, Vice President
                                         and Chief Financial Officer)

                                    (3) Principal accounting officer

Date:  July 26, 1996                        /s/ David A. Holden*
                                        -------------------------------
                                        (David A. Holden, Controller)

                                      -6-
(4)  Board of Directors

Date:  July 26, 1996                        /s/ Charles Lyons*
                                        ----------------------------------
                                        (Charles Lyons, Director)

Date:  July 26, 1996                        /s/ C.J. Silas*
                                        --------------------------------- 
                                        (C.J. Silas, Chairman of the Board
                                         and Director)

Date:  July 26, 1996                        /s/ Edwin I. Colodny*
                                        ----------------------------------
                                        (Edwin I. Colodny, Director)

Date:  July 26, 1996                        /s/ Charles M. Neinas*
                                        --------------------------------- 
                                        (Charles M. Neinas, Director)

Date:  July 26, 1996                        /s/ Robert G. Schwartz*
                                        ---------------------------------     
                                        (Robert G. Schwartz, Director)

Date:  July 26, 1996                        /s/ Robert M. Kavner*
                                        ---------------------------------    
                                        (Robert M. Kavner, Director)

*  By: /s/ Arthur M. Aaron
      ---------------------------------
      Arthur M. Aaron, Attorney-in-fact

                                      -7-
EXHIBIT INDEX
Sequential
        Exhibit No.                       Description                Page Number
        -----------                       -----------                -----------
4(a)                      Certificate of Amended and Restated
                             Certificate of Incorporation of
                             Ascent Entertainment Group, Inc. (as
                             amended through December 12, 1995)
                             (Incorporated by reference to Exhibit
                             3.1 to Registrant's Amendment No. 4
                             to Registration Statement on Form
                             S-1, Commission File No.
                             33-98502).
 
   4(b)                      Amended and Restated By-laws of
                             Ascent Entertainment Group, Inc. (as
                             amended through November 6, 1995)
                             (Incorporated by reference to Exhibit
                             3.2 to Registrant's Amendment No. 1
                             to Registration Statement on Form
                             S-1, Commission File No. 33-98502).
 
   5(a)                      Opinion of Arthur M. Aaron, Vice                  9
                             President, Business & Legal Affairs
                             and Secretary of the Registrant, as
                             to the legality of the shares of
                             Common Stock to which this
                             Registration Statement applies being
                             registered.
 
   5(b)                      Not applicable.
 
   23(a)                     Consent of Deloitte & Touche LLP.                10
 
   23(b)                     Consent of Arthur M. Aaron (contained
                             in Exhibit 5(a)).
 
   24                        Powers of Attorney.                              11
-8-