FILED PURSUANT TO RULE 424(b)(3)
                                                       REGISTRATION NO. 33-64559

                SUPPLEMENT TO PROSPECTUS DATED DECEMBER 7, 1995
 
                       SPELLING ENTERTAINMENT GROUP INC.
 
  The Selling Stockholders are selling to Furman Selz Incorporated ("Furman
Selz") Warrants exercisable for 225,400 shares of Common Stock in the
aggregate, at a price per share related to the market price of the Common
Stock on the New York Stock Exchange at the date of sale, less (i) the Warrant
exercise price of $7.5725 per share and (ii) agreed commissions. Furman Selz
has agreed to exercise the Warrants at the aggregate exercise price of
$1,706,841.51 (which will be paid to the Company) and to sell the shares of
Common Stock or deliver them to cover a short position established after the
date of the Prospectus. See "Use of Proceeds" and "Plan of Distribution."
 
Dated: December 12, 1995
 
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* Capitalized terms not otherwise defined in this Supplement have the meanings
  ascribed to them in the Prospectus.