FILED PURSUANT TO RULE 424(b)(3)
                                                      REGISTRATION NO. 033-64559

                SUPPLEMENT TO PROSPECTUS DATED DECEMBER 7, 1995
 
                       SPELLING ENTERTAINMENT GROUP INC.
 
  The Selling Stockholders* are selling to Furman Selz LLC ("Furman Selz")
Warrants exercisable for 100,000 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 to be paid by the Selling
Stockholders. Furman Selz has agreed to exercise the Warrants at the aggregate
exercise price of $757,250 (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: April 2, 1996
 
- --------
* Capitalized terms not otherwise defined in this Supplement have the meanings
  ascribed to them in the Prospectus.