As filed with the Securities and Exchange Commission on April 29, 1999
                                                  Registration No. 333-_____

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                             ___________________
                                      
                       FORM S-8 REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                             ___________________
                                      
                     Gemstar International Group Limited
           (Exact name of registrant as specified in its charter)
                             ___________________
                                      
      British Virgin Islands                           N/A
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification No.)

                   135 North Los Robles Avenue, Suite 800
                         Pasadena, California  91101
                  (Address of principal executive offices)
                             ___________________

  Gemstar International Group Limited 1994 Stock Incentive Plan, as Amended
                                and Restated
                          (Full title of the plan)
                             ___________________
                                      
               Larry Goldberg, Secretary and Corporate Counsel
                       Gemstar Development Corporation
                   135 North Los Robles Avenue, Suite 800
                         Pasadena, California  91101
                   (Name and address of agent for service)
                             ___________________
                                      
 Telephone number, including area code, of agent for service: (818) 792-5700
                             ___________________
                                      
                                  Copy to:
                   David A. Krinsky, O'Melveny & Myers LLP
                    610 Newport Center Drive, Suite 1700
                      Newport Beach, California  92660
                                      
                      CALCULATION  OF REGISTRATION  FEE
                                  Proposed    Proposed     
                                  maximum     maximum      
Title of          Amount          offering    aggregate          Amount of
securities        to be           price       offering           registration
to be             registered      per unit    price              fee
registered

Ordinary Shares,  10,900,000(1)  $101. 25(2)  $1,103,625,000(2)  $306,808(2)
$0.1 par          shares            
value per 
share
      
    
(1)   This Registration Statement covers, in addition
      to the number of Ordinary Shares stated above, options and other
      rights to purchase or acquire the Ordinary Shares covered by the
      Prospectus and, pursuant to Rule 416(c) under the Securities Act
      of 1933, as amended (the "Securities Act"), an indeterminate
      number of Ordinary Shares which by reason of certain events
      specified in the Gemstar International Group Limited 1994 Stock
      Incentive Plan, as Amended and Restated (the "Plan") may become
      subject to the Plan.
    
(2)   Pursuant to Rule 457(h), the maximum offering
      price, per share and in the aggregate, and the registration fee
      were calculated based upon the average of the high and low prices
      of the Ordinary Shares on April 23, 1999, as reported on the
      Nasdaq National Market System and published in the Western Edition
      of The Wall Street Journal.
    
      The Exhibit Index for this Registration Statement is at page S-3.
                                      
 The Prospectus which contains the information required pursuant to Section
 10(a) of the Securities Act relates to a registration statement on Form S-8
 (File No. 333-5304) under the Securities Act filed with the Commission with
  respect to 5,600,000 Ordinary Shares and a registration statement on Form
 S-8 (File No. 333-6886) under the Securities Act filed with the Commission
          with respect to an additional 3,500,000 Ordinary Shares.

                             PART I
                                
                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS
                                
The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act.  Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act.  These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                             PART II
                                
                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT
                                
                                
Item 3.  Incorporation of Certain Documents by Reference
         
          The following documents of Gemstar International Group
Limited (the "Company") filed with the Commission are
incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the
          Company's fiscal year ended March 31, 1998, filed with
          the Commission on June 29, 1998, as amended on
          November 17, 1998;
          
     (b)  The Company's Quarterly Reports on Forms 10-Q for the
          quarterly periods ended June 30, 1998, September 30,
          1998, and December 31, 1998, filed with the Commission
          on August 14, 1998, November 16, 1998, and February
          16, 1999, respectively;
          
     (c)  The Company's Current Reports on Forms 8-K for event
          dates July 10, 1998 and August 18, 1998, filed with
          the Commission on July 13, 1998 and August 20, 1998,
          respectively; and
          
     (d)  The description of the Company's Ordinary Shares
          contained in the Company's Registration Statement on
          Form F-1 dated April 15, 1996, and any amendment or
          report filed for the purpose of updating such
          description.
          
     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents.  Any statement
contained herein or 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 amended, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities
         
          
          
Item 5.  Interests of Named Experts and Counsel
         
     Not applicable.

Item 6.  Indemnification of Directors and Officers
         
          
          
Item 7.  Exemption from Registration Claimed
         
          
          
Item 8.  Exhibits
         
     See the attached Exhibit Index on page S-3.

Item 9.  Undertakings
         
     The information and contents of Registration Statements
Nos. 333-5304 and 333-6886, each on Form S-8, which were
previously filed with the Commission by the Company, are
incorporated herein by this reference.  Except for required
opinions, consents, and signature pages and any information
required in this Registration Statement that is not in the above-
mentioned Registration Statements, information required by Part
II to be contained in this Registration Statement is omitted in
accordance with General Instruction E to Form S-8.

                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Pasadena, State of California, on April 20, 1999.

                              
                              
                              By: /s/ Larry Goldberg
                                 Larry Goldberg,
                                 Secretary and Corporate Counsel
                                 
                                 
                                 
                                 
                        POWER OF ATTORNEY
                                
     Each person whose signature appears below constitutes and
appoints Henry C. Yuen, Elsie Ma Leung, and Larry Goldberg, or
either of them individually, his or her true and lawful attorney-
in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them individually, or
his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


        Signature                Title               Date
                                                
/s/ Henry C. Yuen        Chief Executive        April 20, 1999
Henry C. Yuen            Officer, President
                         and Director
                         (Principal Executive
                         Officer)
                                                
/s/ Elsie Ma Leung       Chief Financial        April 20, 1999
Elsie Ma Leung           Officer and Director
                         (Principal Financial
                         and Accounting
                         Officer)

                                                
/s/ Larry Goldberg       Secretary, Corporate   April 20, 1999
Larry Goldberg           Counsel and Director

__________________       Director
Thomas L.H. Lau
                                                
/s/ George Carrier       Director               April 20, 1999
George Carrier
                                                
/s/ Teruyuki Toyama      Director               April 20, 1999
Teruyuki Toyama
                                                
/s/ Perry A. Lerner      Director               April 21, 1999
Perry A. Lerner
                                                
/s/ Douglas B. Macrae    Director               April 20, 1999
Douglas B. Macrae
                                                
/s/ James E. Meyer       Director               April 25, 1999
James E. Meyer

                          EXHIBIT INDEX
                                
                                
Exhibit
Number               Description of Exhibit(1)

4.         Gemstar International Group Limited 1994 Stock
           Incentive Plan, as Amended and Restated.

5.         Opinion of Harney Westwood & Riegels
          (opinion re legality).
          
23.1      Consent of KPMG LLP
          (consent of independent auditors).

23.2      Consent of Counsel (included in Exhibit 5).
          
24.       Power of Attorney (included in this
          Registration Statement under "Signatures").




_______________________
(1)  Each exhibit index and exhibit of Registration Statements
Nos. 333-5304 and 333-6886, which were previously filed with the
Commission by the Company, are incorporated herein by this
reference.
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As filed with the Securities and Exchange Commission on April 29, 1999
                                                  Registration No. 333-_____

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                             ___________________
                                      
                       FORM S-8 REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                             ___________________
                                      
                     Gemstar International Group Limited
           (Exact name of registrant as specified in its charter)
                             ___________________
                                      
      British Virgin Islands                           N/A
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification No.)

                   135 North Los Robles Avenue, Suite 800
                         Pasadena, California  91101
                  (Address of principal executive offices)
                             ___________________

  Gemstar International Group Limited 1994 Stock Incentive Plan, as Amended
                                and Restated
                          (Full title of the plan)
                             ___________________
                                      
               Larry Goldberg, Secretary and Corporate Counsel
                       Gemstar Development Corporation
                   135 North Los Robles Avenue, Suite 800
                         Pasadena, California  91101
                   (Name and address of agent for service)
                             ___________________
                                      
 Telephone number, including area code, of agent for service: (818) 792-5700
                             ___________________
                                      
                                  Copy to:
                   David A. Krinsky, O'Melveny & Myers LLP
                    610 Newport Center Drive, Suite 1700
                      Newport Beach, California  92660
                                      
                      CALCULATION  OF REGISTRATION  FEE
                                  Proposed    Proposed     
                                  maximum     maximum      
Title of          Amount          offering    aggregate          Amount of
securities        to be           price       offering           registration
to be             registered      per unit    price              fee
registered

Ordinary Shares,  10,900,000(1)  $101. 25(2)  $1,103,625,000(2)  $306,808(2)
$0.1 par          shares            
value per 
share
      
    
(1)   This Registration Statement covers, in addition
      to the number of Ordinary Shares stated above, options and other
      rights to purchase or acquire the Ordinary Shares covered by the
      Prospectus and, pursuant to Rule 416(c) under the Securities Act
      of 1933, as amended (the "Securities Act"), an indeterminate
      number of Ordinary Shares which by reason of certain events
      specified in the Gemstar International Group Limited 1994 Stock
      Incentive Plan, as Amended and Restated (the "Plan") may become
      subject to the Plan.
    
(2)   Pursuant to Rule 457(h), the maximum offering
      price, per share and in the aggregate, and the registration fee
      were calculated based upon the average of the high and low prices
      of the Ordinary Shares on April 23, 1999, as reported on the
      Nasdaq National Market System and published in the Western Edition
      of The Wall Street Journal.
    
      The Exhibit Index for this Registration Statement is at page S-3.
                                      
 The Prospectus which contains the information required pursuant to Section
 10(a) of the Securities Act relates to a registration statement on Form S-8
 (File No. 333-5304) under the Securities Act filed with the Commission with
  respect to 5,600,000 Ordinary Shares and a registration statement on Form
 S-8 (File No. 333-6886) under the Securities Act filed with the Commission
          with respect to an additional 3,500,000 Ordinary Shares.

                             PART I
                                
                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS
                                
The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act.  Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act.  These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                             PART II
                                
                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT
                                
                                
Item 3.  Incorporation of Certain Documents by Reference
         
          The following documents of Gemstar International Group
Limited (the "Company") filed with the Commission are
incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the
          Company's fiscal year ended March 31, 1998, filed with
          the Commission on June 29, 1998, as amended on
          November 17, 1998;
          
     (b)  The Company's Quarterly Reports on Forms 10-Q for the
          quarterly periods ended June 30, 1998, September 30,
          1998, and December 31, 1998, filed with the Commission
          on August 14, 1998, November 16, 1998, and February
          16, 1999, respectively;
          
     (c)  The Company's Current Reports on Forms 8-K for event
          dates July 10, 1998 and August 18, 1998, filed with
          the Commission on July 13, 1998 and August 20, 1998,
          respectively; and
          
     (d)  The description of the Company's Ordinary Shares
          contained in the Company's Registration Statement on
          Form F-1 dated April 15, 1996, and any amendment or
          report filed for the purpose of updating such
          description.
          
     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents.  Any statement
contained herein or 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 amended, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities
         
          
          
Item 5.  Interests of Named Experts and Counsel
         
     Not applicable.

Item 6.  Indemnification of Directors and Officers
         
          
          
Item 7.  Exemption from Registration Claimed
         
          
          
Item 8.  Exhibits
         
     See the attached Exhibit Index on page S-3.

Item 9.  Undertakings
         
     The information and contents of Registration Statements
Nos. 333-5304 and 333-6886, each on Form S-8, which were
previously filed with the Commission by the Company, are
incorporated herein by this reference.  Except for required
opinions, consents, and signature pages and any information
required in this Registration Statement that is not in the above-
mentioned Registration Statements, information required by Part
II to be contained in this Registration Statement is omitted in
accordance with General Instruction E to Form S-8.

                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Pasadena, State of California, on April 20, 1999.

                              
                              
                              By: /s/ Larry Goldberg
                                 Larry Goldberg,
                                 Secretary and Corporate Counsel
                                 
                                 
                                 
                                 
                        POWER OF ATTORNEY
                                
     Each person whose signature appears below constitutes and
appoints Henry C. Yuen, Elsie Ma Leung, and Larry Goldberg, or
either of them individually, his or her true and lawful attorney-
in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them individually, or
his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

        Signature                Title               Date
                                                
/s/ Henry C. Yuen        Chief Executive        April 20, 1999
Henry C. Yuen            Officer, President
                         and Director
                         (Principal Executive
                         Officer)
                                                
/s/ Elsie Ma Leung       Chief Financial        April 20, 1999
Elsie Ma Leung           Officer and Director
                         (Principal Financial
                         and Accounting
                         Officer)

                                                
/s/ Larry Goldberg       Secretary, Corporate   April 20, 1999
Larry Goldberg           Counsel and Director

__________________       Director
Thomas L.H. Lau
                                                
/s/ George Carrier       Director               April 20, 1999
George Carrier
                                                
/s/ Teruyuki Toyama      Director               April 20, 1999
Teruyuki Toyama
                                                
/s/ Perry A. Lerner      Director               April 21, 1999
Perry A. Lerner
                                                
/s/ Douglas B. Macrae    Director               April 20, 1999
Douglas B. Macrae
                                                
/s/ James E. Meyer       Director               April 25, 1999
James E. Meyer

                          EXHIBIT INDEX
                                
                                
Exhibit
Number               Description of Exhibit(1)

4.         Gemstar International Group Limited 1994 Stock
           Incentive Plan, as Amended and Restated.

5.         Opinion of Harney Westwood & Riegels
          (opinion re legality).
          
23.1      Consent of KPMG LLP
          (consent of independent auditors).

23.2      Consent of Counsel (included in Exhibit 5).
          
24.       Power of Attorney (included in this
          Registration Statement under "Signatures").

_______________________
(1)  Each exhibit index and exhibit of Registration Statements
Nos. 333-5304 and 333-6886, which were previously filed with the
Commission by the Company, are incorporated herein by this
reference.