As filed with the Securities and Exchange Commission on December 24, 1996

                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933*

                                   HSN, INC.
             (Exact name of registrant as specified in its charter)

                     Delaware                          59-2712887
           (State or other jurisdiction             (I.R.S. Employer
         of incorporation or organization)         Identification No.)

    11831 30th Court North, St. Petersburg, FL            33716
     (Address of Principal Executive Offices)          (Zip Code)

          AMENDED AND RESTATED SAVOY PICTURES ENTERTAINMENT, INC. 
                              STOCK OPTION PLAN
          SAVOY PICTURES ENTERTAINMENT, INC. 1995 STOCK OPTION PLAN
      HOME SHOPPING NETWORK, INC. 1996 STOCK OPTION PLAN FOR EMPLOYEES
             HOME SHOPPING NETWORK, INC. 1996 STOCK OPTION PLAN 
                            FOR OUTSIDE DIRECTORS
      HOME SHOPPING NETWORK, INC. 1986 STOCK OPTION PLAN FOR EMPLOYEES
             HOME SHOPPING NETWORK, INC. 1986 STOCK OPTION PLAN 
                            FOR OUTSIDE DIRECTORS
                          (Full title of the plans)

                               MICHAEL DRAYER
                                  HSN, INC.
                           12425 28TH STREET NORTH
                          ST. PETERSBURG, FL 33716
                   (Name and address of agent for service)

                               (813) 573-0339
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

                                       PROPOSED   PROPOSED
                                        MAXIMUM    MAXIMUM
   TITLE OF EACH CLASS      AMOUNT     OFFERING   AGGREGATE    AMOUNT OF
       OF SECURITIES         TO BE       PRICE    OFFERING   REGISTRATION
     TO BE REGISTERED    REGISTERED(1) PER SHARE    PRICE         FEE

   Common Stock,           8,602,033      (2)        (2)          (2)
     par value              shares
     $.01 per share
                                                                         
   (1)  Also includes an indeterminable number of additional shares that
        may become issuable pursuant to the anti-dilution provisions of
        the Plans.
   (2)  Not applicable.  All filing fees payable in connection with the
        registration of the issuance of these securities were paid in
        connection with the filing of (a) preliminary proxy materials on
        Schedule 14A of the Registrant and Savoy Pictures Entertainment,
        Inc. on March 1, 1996, and of the Registrant, Savoy Pictures
        Entertainment, Inc. and Home Shopping Network, Inc. on October
        10, 1996 and November 13, 1996 and (b) the Registrant's
        Registration Statement on Form S-4 (333-16437) on November 20,
        1996.
<PAGE>


                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                              INTRODUCTORY STATEMENT

                   This Registration Statement on Form S-8 (the
         "Registration Statement") of HSN, Inc., a Delaware corporation
         formerly known as Silver King Communications, Inc. (the "Com-
         pany" or the "Registrant"), relates to up to 8,602,033 shares
         of the Registrant's common stock, par value $.01 per share (the
         "Common Stock"), issuable in connection with the Savoy Pictures
         Entertainment, Inc. ("Savoy") 1995 Stock Option Plan and the
         Amended and Restated Savoy Stock Option Plan (collectively, the
         "Savoy Plans"), and in connection with the Home Shopping
         Network, Inc. ("HSN") 1996 Stock Option Plan for Employees, the
         HSN 1996 Stock Option Plan for Outside Directors, the HSN 1986
         Stock Option Plan for Employees and the HSN 1986 Stock Option
         Plan for Outside Directors (collectively, the "HSN Plans," and
         together with the Savoy Plans, the "Plans").  All such shares
         of Common Stock were previously included in the Registration
         Statement on Form S-4 filed by the Registrant with the
         Securities and Exchange Commission on November 20, 1996 (No.
         333-16437).

                   On December 19, 1996, Thames Acquisition Corp., a
         Delaware corporation and a wholly owned subsidiary of the
         Registrant ("Thames"), was merged with and into Savoy (the
         "Savoy Merger") pursuant to an Agreement and Plan of Merger,
         dated as of November 27, 1995, as amended as of March 22, 1996
         and as amended as of August 13, 1996, among the Registrant,
         Thames and Savoy (the "Savoy Merger Agreement").  As a result
         of the Savoy Merger, each outstanding share of Savoy Common
         Stock (with certain specified exceptions) was converted into a
         fraction of a share of Common Stock pursuant to the exchange
         ratio (the "Savoy Exchange Ratio") set forth in the Savoy
         Merger Agreement.  Also as a result of the Savoy Merger, shares
         of Savoy Common Stock are no longer issuable upon the exercise
         of options to purchase Savoy Common Stock ("Savoy Options")
         pursuant to the Savoy Plans.  Instead, upon exercise of Savoy
         Options, participants in the Savoy Plans will receive that
         number of shares of Common Stock of the Registrant equal to the
         number of shares of Savoy Common Stock issuable immediately
         prior to the effective time of the Savoy Merger upon exercise
         of a Savoy Option multiplied by the Savoy Exchange Ratio, with
         an exercise price for each share of Common Stock equal to the
         exercise price for a share of Savoy Common Stock which existed
         under the corresponding Savoy Option divided by the Savoy
         Exchange Ratio (subject to adjustment as provided in the
         applicable Plan).

                   In addition, on December 20, 1996, House Acquisition
         Corp., a Delaware corporation and a subsidiary of the
         Registrant ("House"), was merged with and into HSN (the "HSN
         Merger") pursuant to an Agreement and Plan of Exchange and
         Merger, dated as of August 25, 1996, among the Registrant,
         House, HSN and Liberty HSN, Inc., a Colorado corporation (the
         "HSN Merger Agreement").  As a result of the HSN Merger, each
         outstanding share of HSN Common Stock (with certain specified
         exceptions) was converted into a fraction of a share of Common
         Stock of the Registrant pursuant to the exchange ratio (the
         "HSN Common Exchange Ratio") set forth in the HSN Merger
         Agreement.  Also as a result of the HSN Merger, shares of HSN
         Common Stock are no longer issuable upon the exercise of
         options to purchase HSN Common Stock ("HSN Options") pursuant
         to the HSN Plans.  Instead, upon exercise of HSN Options,
         participants in the HSN Plans will receive that number of
         shares of Common Stock of the Registrant equal to the number of
         shares of HSN Common Stock issuable immediately prior to the
         effective time of the HSN Merger upon exercise of a HSN Option
         multiplied by the HSN Common Exchange Ratio, with an exercise
         price for each share of Common Stock equal to

                                       II-1
<PAGE>


         the exercise price for a share of HSN Common Stock which
         existed under the corresponding HSN Option divided by the HSN
         Common Exchange Ratio (subject to adjustment as provided in the
         applicable Plan).

         ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

                   The documents listed below are incorporated by
         reference in this Registration Statement.  All documents filed
         by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
         of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), subsequent to the date of the filing of this
         Registration Statement and prior to the filing of a post-
         effective amendment that indicates that all securities
         registered hereunder have been sold, or that 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 the filing of such documents.

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

              (b)  The Company's Quarterly Report on Form 10-Q for the
         quarters ended November 30, 1995, March 31, 1996, June 30, 1996
         and September 30, 1996; the Company's Transition Report on Form
         10-Q for the four-month period ended December 31, 1995; and the
         Company's Current Reports on Form 8-K dated October 25, 1995,
         November 27, 1995, February 13, 1996 (as amended on Form 8-K/
         A), July 2, 1996, August 25, 1996 and December 23, 1996; 

              (c)  The information contained in the Company's Joint
         Proxy Statement/Prospectus, dated November 20, 1996, for its
         annual meeting of stockholders held on December 19, 1996, filed
         with the Commission on November 20, 1996; and

              (d)  The description of the Common Stock contained in the
         Company's Registration Statement on Form S-4 dated November 20,
         1996, (No. 333-16437).

         ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              The Registrant's Amended and Restated Certificate of
         Incorporation limits, to the maximum extent permitted by
         Delaware law, the personal liability of directors for monetary
         damages for breach of their fiduciary duties as directors.  The
         Registrant's Bylaws provide that the directors, officers and
         certain other persons will be indemnified with respect to
         third-party actions or suits, provided such person acted in
         good faith and in a manner such person reasonably believed to
         be in or not opposed to the best interests of the Registrant.
         The Registrant's Bylaws further provide that directors, offic-
         ers and certain other persons will be indemnified with respect
         to actions or suits by or in the right of the Registrant, pro-
         vided that such person acted in good faith and in a manner such
         person reasonably believed to be in or not opposed to the best
         interests of the Registrant; except that no indemnification
         shall be made in the event that such person shall be adjudged
         to be liable to the Registrant, unless a court determines that
         indemnification is fair and reasonable in view of all the cir-
         cumstances.  The Registrant's Bylaws allow the Registrant to
         pay all expenses incurred by a director, officer, employee or
         agent in defending any proceeding within the scope of the
         indemnification provisions as such expenses are incurred in
         advance of its final disposition, subject to repayment if it is
         ultimately determined that such party was not entitled to
         indemnity by the Registrant.  The Registrant believes that
         these agreements are necessary to attract and retain qualified
         persons as directors and officers. 

                                       II-2
<PAGE>


              Section 145 of the Delaware General Corporation Law pro-
         vides that a corporation may indemnify a director, officer,
         employee or agent made a party to an action by reason of the
         fact that he was a director, officer or agent of the
         corporation or was serving at the request of the corporation
         against expenses actually and reasonably incurred by him in
         connection with such action if he acted in good faith and in a
         manner he reasonably believed to be in, or not opposed to, the
         best interests of the corporation and, with respect to any
         criminal action, had no reasonable cause to believe his conduct
         was unlawful.

              Insofar as indemnification for liabilities arising under
         the Securities Act of 1933, as amended (the "Securities Act"),
         may be permitted to directors, officers or persons controlling
         the Registrant pursuant to the foregoing provisions, the Regis-
         trant 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.


         ITEM 8.   EXHIBITS.

         Exhibit
         Number    Description of Exhibit

         5.01      Opinion of Wachtell, Lipton, Rosen & Katz as to
                   legality of the shares of Common Stock being
                   registered

         23.01     Consent of Wachtell, Lipton, Rosen & Katz (included
                   in Opinion filed as Exhibit 5.01 hereto)

         23.02     Consent of Deloitte & Touche LLP

         23.03     Consent of Ernst & Young LLP

         23.04     Consent of KPMG Peat Marwick LLP

         24.01     Power of Attorney (included on Pages II-6 and II-7 of
                   this Registration Statement)

         99.01     Amended and Restated Savoy Pictures Entertainment,
                   Inc. Stock Option Plan

         99.02     Savoy Pictures Entertainment, Inc. 1995 Stock Option
                   Plan 

         99.03     Home Shopping Network, Inc. 1996 Stock Option Plan
                   for Employees 

         99.04     Home Shopping Network, Inc. 1996 Stock Option Plan
                   for Outside Directors 

         99.05     Home Shopping Network, Inc. 1986 Stock Option Plan
                   for Employees 

         99.06     Home Shopping Network, Inc. 1986 Stock Option Plan
                   for Outside Directors 

                                       II-3
<PAGE>


         ITEM 9.   UNDERTAKINGS.

                   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, as amended (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; and (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 clauses (i) and (ii) do not apply
              if the information required to be included in a post-
              effective amendment by those clauses is contained in
              periodic reports filed with or furnished to the Securities
              and Exchange Commission 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 registra-
              tion 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; and

                        (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, each filing of the Registrant's annual report
         pursuant to Section 13(a) or 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.

                   C.  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 provisions described under Item 6 above 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-4
<PAGE>


                                    SIGNATURES

                   Pursuant to the requirements of the Securities Act of
         1933, the Registrant certifies that it has reasonable grounds
         to believe that it meets all of the requirements for filing
         this Registration Statement 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 New
         York, State of New York, on the 23rd day of December, 1996.

                                            HSN, INC.


                                            By:  /s/ Barry Diller       
                                            Name:   Barry Diller
                                            Title:  Chairman of the
                                                      Board and Chief
                                                      Executive Officer



































                                       II-5
<PAGE>


                                POWER OF ATTORNEY

                   KNOW ALL PERSONS BY THESE PRESENTS, that each person
         whose signature appears below constitutes and appoints James G.
         Gallagher and Michael Drayer, jointly and severally, his
         attorneys-in-fact, each with the power of substitution, for him
         in any and all capacities, to sign any amendments to this
         Registration Statement and to file the same, with exhibits
         thereto and other documents in connection therewith, with the
         Securities and Exchange Commission, hereby ratifying and
         confirming all that each of said attorneys-in-fact, or his
         substitute or substitutes, may do or cause to be done by virtue
         hereof.

                   Pursuant to the requirements of the Securities Act of
         1933, this Registration Statement on Form S-8 has been signed
         by the following persons in the capacities and on the dates
         indicated:

              SIGNATURE                    TITLE                    DATE

         /s/ Barry Diller           Chairman of the    December 23, 1996
             Barry Diller            Board and Chief
                                     Executive Officer 

         /s/ James G. Held          Director           December 23, 1996
             James G. Held

         /s/ Victor A. Kaufman      Director, Office   December 23, 1996
             Victor A. Kaufman       of the Chairman


         /s/ John E. Oxendine       Director           December 23, 1996
             John E. Oxendine

                                    Director 
             Bruce M. Ramer

                                    Director 
             H. Norman Schwarzkopf

         /s/ Eli J. Segal           Director           December 23, 1996
             Eli J. Segal

                                    Director 
             Sidney J. Sheinberg

         /s/ Richard E. Snyder      Director           December 23, 1996
             Richard E. Snyder





                                       II-6
<PAGE>


         /s/ Kevin J. McKeon        Principal          December 23, 1996
             Kevin J. McKeon         financial and 
                                     accounting officer


















































                                       II-7
<PAGE>


                                  EXHIBIT INDEX

         EXHIBIT
         NUMBER              EXHIBIT DESCRIPTION

         5.01      Opinion of Wachtell, Lipton, Rosen & Katz as to
                   legality of the shares of Common Stock being
                   registered

         23.01     Consent of Wachtell, Lipton, Rosen & Katz (included
                   in Opinion filed as Exhibit 5.01 hereto)

         23.02     Consent of Deloitte & Touche LLP

         23.03     Consent of Ernst & Young LLP

         23.04     Consent of KPMG Peat Marwick LLP

         24.01     Power of Attorney (included on Pages II-6 and II-7 of
                   this Registration Statement)

         99.01     Amended and Restated Savoy Pictures Entertainment,
                   Inc. Stock Option Plan 

         99.02     Savoy Pictures Entertainment, Inc. 1995 Stock Option
                   Plan 

         99.03     Home Shopping Network, Inc. 1996 Stock Option Plan
                   for Employees 

         99.04     Home Shopping Network, Inc. 1996 Stock Option Plan
                   for Outside Directors 

         99.05     Home Shopping Network, Inc. 1986 Stock Option Plan
                   for Employees 

         99.06     Home Shopping Network, Inc. 1986 Stock Option Plan
                   for Directors








                                                            EXHIBIT 5.01

                  [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]











                                December 23, 1996





         HSN, Inc.
         11831 30th Court North
         St. Petersburg, FL 33716

                   RE:  REGISTRATION STATEMENT ON FORM S-8 OF HSN, INC.

         Members of the Board:

                   We are acting as special counsel to HSN, Inc., a
         Delaware corporation formerly known as Silver King
         Communications, Inc. ("the Company"), in connection with the
         above-captioned Registration Statement on Form S-8 filed with
         the Securities and Exchange Commission (the "Registration
         Statement") with respect to the up to 8,602,033 shares of
         common stock, par value $.01 per share (the "Common Stock"), of
         the Company pursuant to the Savoy Pictures Entertainment, Inc.
         ("Savoy") 1995 Stock Option Plan, the Amended and Restated
         Savoy Stock Option Plan, the Home Shopping Network, Inc.
         ("HSN") 1996 Stock Option Plan for Employees, the HSN 1996
         Stock Option Plan for Outside Directors, the HSN 1986 Stock
         Option Plan for Employees and the HSN 1986 Stock Option Plan
         for Outside Directors (collectively, the "Plans").

                   In connection with this opinion, we have reviewed the
         Registration Statement and the exhibits thereto, and we have
         examined originals or copies, certified or otherwise identified
         to our satisfaction, of such corporate records, agreements,
         certificates
 of public officials and of officers of the
         Company, the Plans and other instruments, and such matters of
         law and fact as we have deemed necessary to render the opinion
         contained herein.
<PAGE>



         HSN, Inc.
         December 23, 1996
         Page 2


                   Based upon and subject to the foregoing, we are of
         the opinion that the shares of Common Stock available under the
         Plans, when issued, delivered and paid for in accordance with
         the terms and conditions of the respective Plans, will be
         validly issued, fully paid, and non-assessable.

                   We hereby consent to the filing of this opinion with
         the Securities and Exchange Commission as an exhibit to the
         Registration Statement.  In giving such consent, we do not
         hereby admit that we are in the category of persons whose
         consent is required under Section 7 of the Securities Act of
         1933, as amended.

                                       Very truly yours,

                                  /s/ WACHTELL, LIPTON, ROSEN & KATZ


         PSS:flm






                                                           EXHIBIT 23.02

                      [LETTERHEAD OF DELOITTE & TOUCHE LLP]


         INDEPENDENT AUDITORS' CONSENT

         We consent to the incorporation by reference in this
         Registration Statement on Form S-8 of HSN, Inc., formerly known
         as Silver King Communications, Inc. (the "Registrant")
         pertaining to the Savoy Pictures Entertainment, Inc. ("Savoy")
         1995 Stock Option Plan, the Amended and Restated Savoy Stock
         Option Plan, the Home Shopping Network, Inc. ("HSN") 1996 Stock
         Option Plan for Employees, the HSN 1996 Stock Option Plan for
         Outside Directors, the HSN 1986 Stock Option Plan for Employees
         and the HSN 1986 Stock Option Plan for Outside Directors, of our 
         report dated July 2, 1996, appearing in the Form 8-K dated 
         July 2, 1996 of the Registrant and of our report dated 
         November 13, 1995 appearing in the Annual Report on Form 10-K 
         of the Registrant for the fiscal year ended August 31, 1995.


         /s/ Deloitte & Touche LLP


         December 23, 1996








                                                           EXHIBIT 23.03

                           CONSENT OF ERNST & YOUNG LLP

         We consent to the incorporation by reference in this
         Registration Statement on Form S-8 of HSN, Inc., formerly known
         as Silver King Communications, Inc., pertaining to the Savoy
         Pictures Entertainment, Inc. ("Savoy") 1995 Stock Option Plan,
         the Amended and Restated Savoy Stock Option Plan, the Home 
         Shopping Network, Inc. ("HSN") 1996 Stock Option Plan for
         Employees, the HSN 1996 Stock Option Plan for Outside Di-
         rectors, the HSN 1986 Stock Option Plan for Employees and the
         HSN 1986 Stock Option Plan for Outside Directors, of our report
         dated February 9, 1996 (except for Notes 3 and 7, as to which
         the date is March 11, 1996), with respect to the consolidated
         financial statements and schedule of Savoy Pictures
         Entertainment, Inc. included in its Annual Report (Form 10-K)
         for the year ended December 31, 1995, filed with the Securities
         and Exchange Commission.

                                                   /s/ Ernst & Young LLP

         New York, New York
         December 18, 1996











                                                           EXHIBIT 23.04

                         CONSENT OF KPMG PEAT MARWICK LLP

         The Board of Directors
         HSN, Inc.

         We consent to incorporation by reference in the Registration
         Statement on Form S-8 of HSN, Inc. (formerly known as Silver
         King Communications, Inc.) of our reports dated February 21,
         1996 relating to the consolidated balance sheets of Home
         Shopping Network, Inc. and subsidiaries as of December 31, 1995
         and 1994, and the related consolidated statements of
         operations, stockholders' equity and cash flows for each of the
         years in the three-year period ended December 31, 1995, and the
         related consolidated financial statement schedule, which
         reports appear in the December 31, 1995 annual report on Form
         10-K of Home Shopping Network, Inc.

                                               /s/ KPMG Peat Marwick LLP

         St. Petersburg, Florida
         December 24, 1996










                                                           EXHIBIT 99.01

                               AMENDED AND RESTATED

                        SAVOY PICTURES ENTERTAINMENT, INC.

                                STOCK OPTION PLAN


                                    ARTICLE I

                                   DEFINITIONS

                   The terms used in this Stock Option Plan (the
         "Plan"), which provides for the issuance of non-qualified stock
         options ("Options"), shall, unless the context shall require
         otherwise, have the following meanings:

                   A.   "Adjusted Fair Market Value" shall mean, in the
         event of a Change in Control, the greater of (i) the highest
         price per share of Common Stock paid to holders of the Common
         Stock in any transaction (or series of transactions) constitut-
         ing or resulting in a Change of Control or (ii) the highest
         Fair Market Value of a share of Common Stock during the ninety
         (90) day period ending on the date of a Change in Control.

                   B.   "Agreement" shall mean the written agreement
         between the Company and a Recipient evidencing the grant of an
         Option and setting forth the terms and conditions thereof.

                   C.   A "Change of Control" shall occur, for purposes
         of this Plan, at such time as any person or group, other than
         stockholders of the Company specified in Annex I hereto (the
         "Stockholders") and any other entities that become stockholders
         before December 31, 1992 and their Permitted Transferees (as
         defined in the Stockholders Agreement), acquire
 beneficially at
         least 50% of the common stock of the Company, unless such event
         occurs as a result of sales to stock in one or more IPOs.

                   D.   "Common Stock" shall refer to the Company's
         common stock.

                   E.   The "Company" is Savoy Pictures Entertainment,
         Inc., a New York corporation, and any successors in interest by
         merger, operation of law, assignment, purchase or otherwise or
         all or substantially all of the property, assets and business
         of the Company.

                   F.   The "Compensation Committee" shall mean the
         Compensation Committee designated by the Board of Directors of
         the Company.
<PAGE>





                   G.   An "Executive" shall include an elected or ap-
         pointed executive of the Company in the position of "Vice
         President" or a position of greater authority, and shall also
         include any other employee of or consultant to the Company of
         any of its subsidiaries designated for participation by either
         (a) the unanimous written consent, dated March 2, 1992, of the
         Company's Board of Directors or (b) by the Compensation Commit-
         tee at any time.

                   H.   "Fair Market Value" of the Company's Common
         Stock shall mean the value established by the Board of Direc-
         tors is good faith, after consultation with the Company's in-
         vestment bankers, which shall not be less than book value as
         set forth in the then most current financial statements of the
         Company; provided, however, that, if the Common Stock is pub-
         licly traded in the over-the-counter market or on a recognized
         exchange, Fair Market Value shall be the average closing price
         of the Shares for the 20 trading days immediately preceding the
         event which required the determination of Fair Market Value.

                   I.   "IPO" shall mean the completion of one or more
         transactions, after giving effect to which, more than an ag-
         gregate of 20% of the then outstanding shares of the Company
         will have been sold to the public pursuant to a registration
         statement declared effective by the Securities Exchange Commis-
         sion under the Securities Act of 1933, as amended.

                   J.   A "Recipient" is an Executive whom the Board of
         Directors or Compensation Committee has designated to receive
         an Option pursuant to the terms of the Plan.

                   K.   The "Stockholder Agreement" shall mean the
         Stockholders Agreement, dated as of March 2, 1992, between the
         Company and the Stockholders, as amended from time to time.

                   L.   "Termination for Cause" shall mean termination
         for (a) conviction of any crime which constitutes a felony in
         the jurisdiction involved, (b) gross negligence or willful mal-
         feasance in performing the Recipient's obligations to the Com-
         pany or in following the instructions of the Company's Board of
         Directors, provided that the Company has given the Recipient
         written notice setting forth with specificity the nature of the
         Recipient's alleged gross negligence or malfeasance or (c)
         cause pursuant to the terms of any written employment agreement
         with the Company (or any of its subsidiaries) to which the Re-
         cipient is a party.
<PAGE>





                                    ARTICLE II

                                PURPOSE AND SCOPE

                   A.   Purpose - The Plan is being adopted by the Com-
         pany for the purpose of establishing incentives designed to
         attract and retain personnel with outstanding ability and expe-
         rience to the Company, and to encourage the efforts and perfor-
         mance of the Company's Executives by increasing their propri-
         etary interest in the Company.

                   B.   Eligibility - Executives shall be eligible to
         receive Options under the Plan.  The Compensation Committee, in
         its sole discretion (or the Board of Directors in the case of
         grants made on March 2, 1992) shall determine which Executives
         shall become Recipients, the number of Options which shall be
         granted to each Recipient, the date of the grant and the terms
         of exercise of each Option.


                                   ARTICLE III

                                  ADMINISTRATION

                   A.   Administration - The Plan shall be administered
         by the Compensation Committee, which shall consist of members
         designated by the Board of Directors of the Company.  Without
         limiting the generality of the foregoing, the Compensation Com-
         mittee shall have authority, in its sole discretion (and its
         determinations shall be final and binding on the Company and
         Recipients of Options):  to interpret conclusively the provi-
         sions of the Plan and decide questions of fact arising in its
         application; to adopt, amend and revoke rules and regulations
         relating to the Plan; to determine the Executives to whom Op-
         tions shall be granted, the number of such Options, their date
         of grant and their exercise price; and to make any other deter-
         mination necessary or desirable in the administration of the
         Plan, except for those determinations reserved to the Board of
         Directors of the Company; provided, however, that, with respect
         to decisions by the Board of Directors or the Compensation Com-
         mittee with respect to grants of Options to the Chief Executive
         Officer or the Chief Operating Officer, the Chief Executive
         Officer and the Chief Operation Officer shall not vote and the
         action of the Compensation Committee with respect to them shall
         be submitted to the Board of Directors for ratification.

                   B.   Committee Action - A majority of the Compensa-
         tion Committee shall constitute a quorum, and a majority of a
         quorum may authorize any action.
<PAGE>





                   C.   Expenses - All costs of administering the Plan
         shall be borne by the Company.


                                    ARTICLE IV

                              SHARES SUBJECT TO PLAN

                   A.   Maximum Shares - The maximum number of shares of
         Common Stock which may be subject to Options under the Plan
         shall be 1,000,000, subject to adjustment as provided in Sec-
         tion 4.2 below.  Either treasury stock or shares which have
         been authorized but not yet issued (or a combination of both)
         may be used to satisfy the Company's obligations under the
         Plan.  If an Option is cancelled or expires for any reason (in-
         cluding forfeitures) prior to being exercised by its Recipient,
         all shares subject to such Option shall become available for
         future Options.

                   B.   Adjustments - In the event of a stock split,
         stock dividend, merger, combination, reorganization, recapital-
         ization, reclassification, consolidation, spin-off, split-up or
         substantially similar event affecting the number of shares of
         Common Stock outstanding, or the issuance to all holders of
         Common Stock of warrants or rights to buy Common Stock, the
         maximum number of shares which may be subject to Options shall
         be appropriately adjusted by the Compensation Committee.

                                    ARTICLE V

                         TERMS AND CONDITIONS OF OPTIONS

                   Each Option shall be evidenced by an agreement (the
         "Agreement") between the Company and the Recipient evidencing
         the grant of an Option as herein provided.  Each Agreement
         shall conform to the following terms and conditions:

                   A.   Option Price - The purchase price per share un-
         der each Option granted by the Compensation Committee shall be
         set by the Compensation Committee on the date of grant, and
         shall not be less than the Fair Market Value of the Company's
         Common Stock on that date; provided, however, that the Compen-
         sation Committee with respect to options granted on or prior to
         March 2, 1993 may provide that the purchase price per share
         shall be $12.

                   B.   Duration of Option - The Compensation Committee
         shall determine the duration of each Option which it grants,
         and each Agreement shall specify the maximum period during
<PAGE>





         which the Option to which it relates may be exercised.  No Op-
         tion shall be exercisable more than ten years after the date it
         is granted, nor shall any Options be granted under the Plan
         after March 2, 2002.

                   C.   Vesting - Each Option shall vest (become exer-
         cisable) in accordance with a determination by the Compensation
         Committee.

                   D.   Exercise of Option - Subject to Article VI be-
         low, a Recipient who is vested with respect to all or part of
         an Option may exercise all or a part of such vested portion of
         delivering to the Company, at its principal executive office,
         written notice specifying the number of shares with respect to
         which the Option is being exercised, together with payment in
         full of the purchase price of the shares.  Such payment shall
         be in cash or check or such other property (including shares of
         Common Stock) as may be acceptable to the Compensation Commit-
         tee.  The Compensation Committee shall prescribe the method of
         delivery of the notice.  Vested Options may be exercised in any
         order of grant that the Recipients (or his personal representa-
         tive, if applicable) elects.

                   E.   Rights After Issue - Upon the issuance of stock
         certificates evidencing shares purchased under an Option, the
         Recipient shall have all of the rights of a stockholder of the
         Company with respect to the shares of Common Stock represented
         by the certificate, including the right to vote the shares and
         to receive all dividends and other distributions with respect
         thereto.  Prior to such issuance, the Recipient shall not be
         entitled to any rights of a stockholder (including the right to
         vote or receive dividends or distributions).  Upon the exercise
         of an Option, the Recipient shall become subject to the duties
         and obligations, and entitled to the rights and benefits, of
         the Stockholders Agreement, and the shares purchased under an
         Option shall be subject to the transfer restrictions and voting
         agreement contained in the Stockholders Agreement.

                   F.   Non-Qualification - An Option granted pursuant
         to the Plan shall not qualify as an "Incentive Stock Option"
         under Section 422 of the Internal Revenue Code.

                   G.   Non-Transferability - An Option granted pursuant
         to the Plan may not be transferred in any manner otherwise than
         by will or by the laws of descent and distribution and may be
         exercised during the lifetime of the Recipient only by the Re-
         cipient or by his guardian or legal representative.  The terms
         of any such Option shall be binding upon the executors, admin-
         istrators, heirs and successors of the Recipient.
<PAGE>





                   H.   Effect of Change in Control - Notwithstanding
         anything contained in the Plan or an Agreement to the contrary,
         in the event of a Change in Control, (i) all Options outstand-
         ing on the date of such Change in Control shall become im-
         mediately and fully exercisable and (ii) a Recipient will be
         permitted to surrender for cancellation, within sixty (60) days
         after such Change in Control, any Option or portion of an Op-
         tion to the extent not yet exercised and the Recipient will be
         entitled to receive a cash payment in an amount equal to the
         excess, if any, of (x) the greater of (1) the Fair Market
         Value, on the date preceding the date of surrender, of the Com-
         mon Stock subject to the Option or portion thereof surrendered
         or (2) the Adjusted Fair Market Value of the Common Stock sub-
         ject to the Options or portion thereof surrendered over (y) the
         aggregate purchase price for such Common Stock under the Option
         or portion thereof surrendered; provided, however, that in the
         case of an Option granted within six (6) months prior to the
         Change in Control to any Recipient who may be subject to li-
         ability under Section 16(b) of the Securities Exchange Act of
         19343, as amended (the "Exchange Act"), such Recipient shall be
         entitled to surrender for cancellation his or her Option during
         the sixty (60) day period commencing upon the expiration of six
         (6) months from the date of grant of any such Option.


                                    ARTICLE VI

                            TERMINATION OF EMPLOYMENT

                   An Option may be exercised by a Recipient whose em-
         ployment by the Company (or a subsidiary of the Company) has
         terminated only in accordance with the following rules:

                        1.   In the event of the Recipient's Termination
                   for Cause, he shall forfeit all vested and non-vested
                   Options which have not been exercised at the date of
                   termination.

                        2.   If the Recipient's employment is terminated
                   by reason of his death, permanent disability or re-
                   tirement, then he or his personal representative may
                   exercise any vested Option at any time before the
                   earlier of the third anniversary of his termination
                   of employment or the stated expiration date of such
                   Option.

                        3.   If the Recipient's employment terminates
                   for any reason other than cause, death, disability or
                   retirement, he may exercise any vested Option at any
                   time before the earlier of the date six months after
<PAGE>





                   such termination or the stated expiration date of
                   such Option.

                        4.   If the Recipient dies after his employment
                   has terminated (whether by reason of disability or
                   otherwise) but before the period in which he may ex-
                   ercise an Option has expired, then his personal rep-
                   resentative may exercise any vested Option only dur-
                   ing the period that the Recipient, if alive, may have
                   exercised the Option.


                                   ARTICLE VII

                                   ADJUSTMENTS

                   1.   Appropriate adjustments shall be made by the
         Compensation Committee to the number of shares covered by an
         Option, and to the purchase price per share, in the event of a
         change in the number of the Company's shares of Common Stock
         outstanding caused by a stock split, reverse stock split, stock
         dividend, merger, combination, reorganization, recapitaliza-
         tion, reclassification, consolidation, spin-off, split-up or
         substantially similar event, or the issuance to all holders of
         Common Stock of warrants or rights to buy Common Stock.

                   2.   In the event of any conversion of Common Stock
         generally into securities of another corporation, or the con-
         solidation of the Company with, or the merger of the Company
         with or into another corporation, or the sale of all or sub-
         stantially all of the assets of the Company to another corpora-
         tion, such Options not theretofore exercised prior to such
         transaction shall thereafter, upon exercise, represent the
         right to receive upon payment of the Option price in effect
         immediately prior to such transaction, the kind and amount of
         shares, security or property (including cash) which the holder
         of the Option would have been entitled to receive following
         consummation of such transaction had the Option been exercised
         immediately prior to such transaction (subject to subsequent
         adjustments as provided in paragraph (a) of this Article VII
         upon the occurrence of the events herein specified).


                                   ARTICLE VII

                            TERMINATION AND AMENDMENT

                   A.   Termination or Amendment - The Board of Direc-
         tors of the Company may terminate or amend the Plan at any
<PAGE>





         time, except that an Option then outstanding shall not be af-
         fected thereby without the written consent and acquiescence of
         the Recipient holding such Option.

                   B.   Stockholder Approval - The Board may make such
         amendments to the Plan as it shall deem advisable except that
         the approval of a majority of the stockholders of the Company,
         present or represented at a meeting duly held in accordance
         with the laws of the State of New York, shall be required for
         any amendment which would:

                        1.   materially modify the requirements as to
                   eligibility for Option under the Plan;

                        2.   materially increase the maximum number of
                   shares of Common Stock available under Paragraph 4.1
                   hereof; or

                        3.   materially increase the benefits accruing
                   to Recipients under the Plan.

                                    ARTICLE IX

                                  MISCELLANEOUS

                   A.   Limitation of Liability - As illustrative of the
         limitations of the Company, but not intended to be exhaustive
         thereof, nothing in the Plan shall be construed to:

                        1.   give any person any right to be granted an
                   Option other than at the sole discretion of the Com-
                   pensation Committee;

                        2.   give any person any rights whatsoever with
                   respect to shares of Common Stock except as specifi-
                   cally provided in the Plan;

                        3.   limit in any way the right of the Company
                   to terminate the employment of any person at any
                   time; or 

                        4.   be evidence of any agreement or understand-
                   ing, expressed or implied, that the Company will em-
                   ploy any person in any particular position at any
                   particular rate of compensation or for any particular
                   period of time.

                   B.   Non-Exclusivity of Plan - Nothing contained in
         the Plan is intended to amend, modify or rescind any previously
<PAGE>





         approved compensation plans or programs entered into by the
         Company.  The Plan shall be construed to be in addition to any
         and all such plans or programs.  The adoption of the Plan shall
         not be construed as creating any limitations on the power or
         authority of the Board of Directors of the Company to adopt
         such other additional incentive or other compensation arrange-
         ments as the Board of Directors may deem necessary or desir-
         able.

                   C.   Withholding of Taxes - The Company shall have
         the right to deduct from any distribution of cash to any Re-
         cipient an amount equal to the federal, state and local income
         taxes and other amounts as may be required by law to be with-
         held (the "Withholding Taxes") with respect to any Option.  If
         a Recipient is entitled to receive Common Stock upon exercise
         of an Option, the Recipient shall pay the Withholding Taxes to
         the Company prior to the issuance, or release from escrow, of
         such Common Stock.  In satisfaction of the Withholding Taxes to
         the Company, the Recipient may make a written election (the
         "Tax Election"), which may be accepted or rejected in the dis-
         cretion of the Compensation Committee, to have withheld a por-
         tion of the Common Stock issuable to him or her upon exercise
         of the Option having an aggregate Fair Market Value, on the
         date preceding the date of exercise, equal to the Withholding
         Taxes, providing that in respect of a Recipient who may be sub-
         ject to liability under Section 16(b) of the Exchange Act
         either (i) (A) the Recipient makes the Tax Election at least
         six (6) months after the date the Option was granted, (B) the
         Option is exercised during the ten-day period beginning on the
         third business day and ending on the twelfth business day fol-
         lowing the release for publication of the Company's quarterly
         or annual statements of earnings (a "Window Period") and (C)
         the Tax Election is made during the Window Period in which the
         Option is exercised or prior to such Window Period and subse-
         quent to the immediately preceding Window Period or (ii) (A)
         the Tax Election is made at least six months prior to the date
         the Option is exercised and (B) the Tax Election is irrevocable
         with respect to the exercise of all Options which are exercised
         prior to the expiration of six months following an election to
         revoke the Tax Election.  Notwithstanding the foregoing, the
         Compensation Committee may, by the adoption of rules or other-
         wise, (i) modify the provisions in the preceding sentence or
         impose such other restrictions or limitations on Tax Elections
         as may be necessary to ensure that the Tax Elections will be
         exempt transactions under Section 16(b) of the Exchange Act,
         and (ii) permit Tax Elections to be made at such other times
         and subject to such other conditions as the Compensation Com-
         mittee determines will constitute exempt transactions under
         Section 16(b) of the Exchange Act.
<PAGE>





                   D.   Interpretation of the Program - 1. The headings
         of Articles and Sections in the Plan are for convenience only,
         and are not meant to modify the meaning of the text of each
         such Article and Section.

                   2.  As used herein, pronouns in the masculine gender
         shall also include the feminine and the singular form of words
         may include the plural, unless the context clearly requires the
         contrary.

                   E.   Effective Date - The Plan shall be effective as
         of March 2, 1992.
<PAGE>





                                     ANNEX I

                                   STOCKHOLDERS


                   1.   GKH Partners, L.P.
                   2.   Allen & Company Incorporated
                   3.   Allen Value Limited
                   4.   Allen Value Partners, L.P.
                   5.   American Home Assurance Company
                   6.   Mitsui & Co., Ltd.
                   7.   Mitsui & Co. (USA), Inc.
                   8.   Toho-Towa Co., Ltd.
                   9.   Valdi Corporation N.V.
                   10.  Weinberg Fund
                   11.  Victor A. Kaufman
                          and Loretta Kaufman
                   12.  Lewis J. Korman
                          and Sharon Korman
                   13.  Frank Price
                   14.  Chargeurs S.A.
                   15.  Pricel S.A.
                   16.  Allied Filmmakers N.V.
                   17.  HKW Voting Trust
<PAGE>



                        SAVOY PICTURES ENTERTAINMENT, INC.


                                     FORM OF

                              STOCK OPTION AGREEMENT


                   THIS AGREEMENT, made as of __________________ (the
         "Grant Date") between Savoy Pictures Entertainment, Inc., a
         Delaware corporation (the "Company"), and _______________ (the
         "Optionee").

                   WHEREAS, the Company has adopted the Savoy Pictures
         Entertainment, Inc. Stock Option Plan in order to provide ad-
         ditional incentive to certain officers and employees of, and
         consultants to, the Company and its subsidiaries; and

                   WHEREAS, the Company has determined to grant to op-
         tion to the Optionee as provided herein;

                   NOW, THEREFORE, the parties hereto agree as follows:

                   1.   Grant of Option.

                        1.1.  The Company hereby grants to the Optionee
         the right and option (the "Option") to purchase, to the extent
         the Option becomes vested and exercisable, all or any part of
         an aggregate of _____ whole shares of common stock, par value
         $.01 per share, of the Company ("Shares") subject to, and in
         accordance with, the terms and conditions set forth in this
         Agreement.

                        1.2.  The Option is not intended to qualify as
         an Incentive Stock Option within the meaning of Section 422 of
         the Code.

                   2.   Purchase Price.

                   The price at which the Optionee shall be entitled to
         purchase Shares upon the exercise of the Option shall be $_____
         per Share.

                   3.   Duration of Option.

                   The Option shall be exercisable to the extent and in
         the manner provided herein for a period of ten (10) years from
         the Grant Date (the "Exercise Term"); provided, however, that
         the Option may be earlier terminated as provided in Section 6
         hereof.
<PAGE>


                   4.   Vesting and Exercisability of Option.

                   The Option shall vest and become exercisable with
         respect to 33-1/3% of the Shares on the first anniversary of
         the Grant Date, and an additional 33-1/3% of the Option shall
         vest on each of the second and third anniversaries of the Grant
         Date if and only if the Optionee has remained employed (as an
         employee or consultant) by the Company until each of such
         dates.  The entire Option shall vest immediately if (i) the
         Optionee dies or becomes permanently disabled while employed by
         the Company, (ii) the Optionee is terminated without Cause (as
         hereinafter defined), (iii) there occurs a Change of Control
         (as hereinafter defined) of the Company or (iv) the Compensa-
         tion Committee of the Company so decides.  The Option shall
         terminate to the extent it is unused.

                   5.   Manner of Exercise and Payment.

                        5.1.  Subject to the terms and conditions of
         this Agreement, the Option may be exercised by delivery of
         written notice to the Company, at its principal executive of-
         fice.  Such notice shall state that the Optionee is electing to
         exercise the Option and the number of Shares in respect of
         which the Option is being exercised.

                        5.2.  The notice of exercise described in Sec-
         tion 5.1 shall be accompanied by the full purchase price for
         the Shares in respect of which the Option is being exercised,
         in cash or check or such other property as may be acceptable to
         the Board of Directors of the Company.

                        5.3.  Upon receipt of notice of exercise and
         full payment for the Shares in respect of which the Option is
         being exercised, the Company shall take such action as may be
         necessary to effect the transfer to the Optionee of the number
         of Shares as to which such exercise was effective.

                        5.4.  The Optionee shall not be deemed to be the
         holder of, or to have any of the rights of a holder with re-
         spect to any shares subject to the Option until (i) the Option
         shall have been exercised pursuant to the terms of this Agree-
         ment and the Optionee shall have paid the full purchase price
         for the number of Shares in respect of which the Option was
         exercised, (ii) the Company shall have issued and delivered the
         Shares to the Optionee, and (iii) the Optionee's name shall
         have been entered as a stockholder of record on the books of
         the Company, whereupon the Optionee shall have full voting and
         other ownership rights with respect to such Shares.




                                       -2-
<PAGE>


                   6.   Death, Disability, Retirement or Other Termina-
         tion of Employment or Consultancy.

                   If the employment or consultancy of the Optionee is
         terminated as a result of his death, disability or retirement,
         the Option shall continue to be exercisable in whole or in part
         at any time within three (3) years after the date of such ter-
         mination of employment or consultancy, but in no event after
         the expiration of the Exercise Term.  If the employment or con-
         sultancy of the Optionee terminates for any other reason, other
         than for Cause, this Option shall continue to be exercisable in
         whole or in part at any time within six (6) months after the
         date of such other termination or employment or consultancy,
         but in no event after the expiration of the Exercise Term.  In
         the event of termination for Cause, all vested Options shall
         expire upon termination.  In the event of the Optionee's death,
         the Option shall be exercisable by the legatee or legatees un-
         der his will, or by his personal representatives or distribu-
         tees, and such person or persons shall be substituted for the
         Optionee each time the Optionee is referred to herein.

                   7.   Nontransferability.

                   The Option shall not be transferable other than by
         will or by the laws of descent and distribution.  During the
         lifetime of the Optionee, the Option shall be exercisable only
         by the Optionee.

                   8.   No Right to Continued Employment or Consultancy.

                   Nothing in this Agreement shall be interpreted or
         construed to confer upon the Optionee any right with respect to
         continuance of employment or consultancy by the Company, nor
         shall this Agreement interfere in any way with the right of the
         Company to terminate the Optionee's employment or consultancy
         at any time.

                   9.   Adjustments.

                   In the event of a Change in Capitalization (as here-
         inafter defined), appropriate adjustments shall be made (as
         determined in good faith by the Board of Directors of the Com-
         pany) regarding the number and class of Shares or other stock
         or securities subject to the Option and the purchase price for
         such Shares or other stock or securities.

                   10.  Termination Events.

                   In the event of (i) the liquidation or dissolution of
         the Company or (ii) a merger or consolidation of the Company (a


                                       -3-
<PAGE>


         "Transaction"), the Option shall continue in effect in ac-
         cordance with its terms for 90 days from the date of such
         transaction and the Optionee shall only be entitled to receive
         in respect of all Shares subject to the Option, upon exercise
         of the Option within such ninety (90) day period, the same num-
         ber and kind of stock, securities, cash, property or other con-
         sideration that each holder of Shares was entitled to receive
         in the Transaction.

                   11.  Withholding of Taxes.

                   Upon exercise of the Option, the Optionee shall pay
         the Withholding Taxes (as defined in Section 12) to the Company
         in cash or check prior to the issuance, or release from escrow,
         of such Shares.  In satisfaction of the Withholding Taxes, the
         Optionee may make a written election (the "Tax Election"),
         which may be accepted or rejected in the discretion of the Com-
         pany, to have withheld a portion of the Shares issuable to him
         or her upon exercise of the Option, having an aggregate Fair
         Market Value (as hereinafter defined) on the date preceding the
         Tax Date (as defined in Section 12) equal to the Withholding
         Taxes.

                   12.  Definitions.  For the purposes of this Agree-
         ment:

                        (a)  "Agreement" shall mean this written agree-
         ment between the Company and the Optionee evidencing the grant
         of an Option and setting forth the terms and conditions hereof.

                        (b)  "Change in Capitalization" shall mean an
         increase or reduction in the number of Shares by reason of re-
         classification, recapitalization, merger, consolidation, reor-
         ganization, spin-off, split-up, stock dividend, stock split or
         reverse stock split or a substantially similar event, or the
         issuance to all the holders of Shares of warrants or rights to
         purchase Shares.

                        (c)  "Cause" shall mean (a) conviction of any
         crime which constitutes a felony in the jurisdiction involved
         or (b) gross negligence or willful malfeasance in performing
         the Optionee's obligations to the Company or in following the
         instructions of the Company's Board of directors, provided that
         the Company has given the Optionee written notice setting forth
         with specificity the nature of the Optionee's alleged gross
         negligence or willful malfeasance.

                        (d)  "Change of Control" shall occur, for pur-
         poses of this Agreement, at such time as any person or group,
         other than the Stockholders of the Company specified in Annex I


                                       -4-
<PAGE>


         hereto and any other entities that become stockholders before
         December 31, 1992 and their Permitted Transferees (as defined
         in the Stockholders Agreement between the Company and the
         Stockholders dated as of March 2, 1992, as amended) acquire
         beneficially at least 50% of the common stock of the Company,
         unless such event occurs as a result of sales or stock in one
         or more IPOs (as defined in the Stockholders Agreement between
         the Company and the Stockholders dated as of March 2, 1992, as
         amended).

                        (e)  "Disability" shall mean a physical or men-
         tal infirmity which impairs the Optionee's ability to perform
         substantially his or her duties for a period of one hundred
         eighty (180) days in any calendar year.

                        (f)  "Fair Market Value" shall mean the value
         established by the Board of Directors in good faith, after con-
         sultation with the Company's investment bankers.

                        (g)  "Stockholders" shall mean the stockholders
         of the Company who are parties to the Stockholders Agreement,
         dated as of March 2, 1992, as amended.

                        (h)  "Tax Date" shall mean the date that the
         amount of Withholding Taxes are determined.

                        (i)  "Withholding Taxes" shall mean an amount,
         as determined by the Company, equal to the sum of federal,
         state and local income taxes and any other taxes as the Company
         may be required by law to withhold with respect to the exercise
         of the Option.

                   13.  Modification of Agreement.

                   This Agreement may be modified, amended, suspended or
         terminated, and any terms or conditions may be waived, but only
         by a written instrument executed by the parties hereto.

                   14.  Severability.

                   Should any provision of this Agreement be held by a
         court of competent jurisdiction to be enforceable or invalid
         for any reason, the remaining provisions of this Agreement
         shall not be affected by such holding and shall continue in
         full force in accordance with their terms.





                                       -5-
<PAGE>


                   15.  Governing Law.

                   The validity, interpretation, construction and per-
         formance of this Agreement shall be governed by the laws of the
         State of New York without giving effect to the conflicts of
         laws principles thereof.

                   16.  Successors in Interest.

                   This Agreement shall inure to the benefit of and be
         binding upon any successor to the Company.  This Agreement
         shall inure to the benefit of the Optionee's legal representa-
         tives.  All obligations imposed upon the Optionees and all
         rights granted to the Company under this Agreement shall be
         final, binding and conclusive upon the Optionee's heirs, execu-
         tors, administrators and successors.

                                       Savoy Pictures Entertainment, Inc.


         Attest:                       By:                               
                                          Lewis J. Korman, President
                                          and Chief Operating Officer


                             
         Terri Napolitani
         Assistant Secretary

                                                                         



















                                       -6-
<PAGE>


                                     ANNEX I

                                   STOCKHOLDERS


                   1.   GKH Partners, L.P.

                   2.   American Home Assurance Company

                   3.   Allen & Company Incorporated

                   4.   Allen Value Limited

                   5.   Allen Value Partners, L.P.

                   6.   Valdi Corporation N.V.

                   7.   Mitsui & Co., Ltd.

                   8.   Mitsui & Co. (USA), Inc.

                   9.   Toho-Towa Co., Ltd.

                   10.  Weinberg Fund

                   11.  Weinberg Fund II

                   12.  Victor A. Kaufman and Loretta Kaufman

                   13.  Lewis J. Korman and Sharon Korman

                   14.  Frank Price

                   15.  Chargeurs S.A.

                   16.  Pricel S.A.

                   17.  Allied Filmakers B.V.

                   18.  HKW Voting Trust

                   19.  Cecchi Gori Europa B.V.

                   20.  Rete Europa B.V.

                   21.  High Speed Video B.V.

                   22.  Home Box Office Division of Time Warner Enter-

                        tainment L.P.
<PAGE>




                                                               EXHIBIT 5


             [LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON]


                                                            830-8164    
         October 22, 1993                               (FAX:  820-8587)



         Savoy Pictures Entertainment, Inc.
         Carnegie Hall Tower
         152 West 57th Street
         New York, New York  10019

                        Re:  Savor Pictures Entertainment, Inc.
                             Registration Statement on Form S-8
                             - Stock Option Plan               

         Dear Sirs:

                   We are acting as counsel to Savoy Pictures Entertain-
         ment Inc., a Delaware corporation (the "Company"), in connec-
         tion with the possible issuance of up to 1,000,000 shares (the
         "Shares") of common stock, par value $0.01 per share, of the
         Company to officers, nonemployee directors, consultants and
         employees of the Company and its subsidiaries upon the exercise
         of options which may be granted to them pursuant to the Savoy
         Pictures Entertainment Inc. Stock Option Plan (the "Plan").

                   We have examined the originals, or certified, con-
         formed or reproduction copies, of all such records, agreements,
         instruments and documents as we have deemed relevant or neces-
         sary as the basis of the opinion hereinafter expressed.  In all
         such examinations, we have assumed the genuineness of all sig-
         natures on original or certified copies and the conformity to
         original or certified copies of all copies submitted to us as
         conformed or reproduction copies.  As to various questions of
         fact relevant to such opinion, we have relied upon certificates
         and statements of public officials, officers or representatives
         of the Company and others.

                   Based upon the foregoing, and subject to the limita-
         tions set forth herein, we are of the opinion that the issuance
         of up to 1,000,000 Shares pursuant to the Plan has been duly
         authorized and that such Shares, when issued and paid for (with
         the consideration received by the Company being not less than
         the par value thereof) in accordance with the Plan, will be
         validly issued, fully paid and non-assessable.
<PAGE>


         Savoy Pictures
           Entertainment Inc.          -2-              October 22, 1993



                   The opinion expressed herein is limited to the fed-
         eral laws of the United States, the laws of the State of New
         York and, to the extent required by the foregoing opinion, the
         General Corporation Law of the State of Delaware.

                   We hereby consent to the filing of this opinion as an
         exhibit to the Registration Statement on Form S-8 relating to
         the registration of the Shares.  In giving this consent, we do
         not hereby admit that we are in the category of persons whose
         consent is required under Section 7 of the Securities Act of
         1933.

                                       Very truly yours,



                             FRIED, FRANK, HARRIS, SHRIVER & JACOBSON


                             By: /s/ David C. Golay                     
                                       David C. Golay
<PAGE>




                                                            EXHIBIT 24.1


                             CONSENT OF ERNST & YOUNG


         We consent to the incorporation by reference in the Registra-
         tion Statement (Form S-8) for the registration of 1,000,000
         shares of common stock pertaining to the Stock Option Plan of
         Savoy Pictures Entertainment, Inc. of our report dated February
         5, 1993, except as to Note 9, as to which the date is March 16,
         1993, with respect to the consolidated financial statements and
         schedule of Savoy Pictures Entertainment, Inc. included in
         Amendment No. 2 to the Company's Registration Statement on Form
         S-1 (File No. 33-63192) for the year ended December 31, 1992,
         filed with the Securities and Exchange Commission.


                                            /s/ Ernst & Young

                                            ERNST & YOUNG

         New York, New York
         October 21, 1993






                                                           EXHIBIT 99.02

                        SAVOY PICTURES ENTERTAINMENT, INC.

                              1995 STOCK OPTION PLAN

                                    ARTICLE 1

                                   DEFINITIONS


                   The terms used in this Stock Option Plan (the
         "Plan"), which provides for the issuance of non-qualified stock
         options ("Options"), shall, unless the context shall require
         otherwise, have the following meanings:

                   1.1.  "Adjusted Fair Market Value" shall mean, in the
         event of a Change in Control, the greater of (i) the highest
         price per share of Common Stock paid to holders of the Common
         Stock in any transaction (or series of transactions) constitut-
         ing or resulting in a Change in Control or (ii) the highest
         Fair Market Value of a share of Common Stock during the ninety
         (90) day period ending an the date of a Change in Control.

                   1.2.  "Agreement" shall mean the written agreement
         between the Company and a Recipient evidencing the grant of an
         option and setting forth the terms and conditions thereof.

                   1.3.  A "Change of Control" shall occur, for purposes
         of this Plan, at such time as any person or group, other than
         stockholders of the Company specified in Annex I hereto and
         their Permitted Transferees (as defined in the Stockholders
         Agreement), acquire beneficially at least 50% of the common
         stock of the Company.

                   1.4.  "Common Stock" shall refer to the Company's

         common stock.

                   1.5.  The "Company" is Savoy Pictures Entertainment,
         Inc., a Delaware corporation, and any successors in interest by
         merger, operation of law, assignment, purchase or otherwise of
         all or substantially all of the property, assets and business
         of the Company.

                   1.6.  The "Compensation Committee" shall mean the
         Compensation Committee designated by the Board of Directors of
         the Company.

                   1.7.  "Disability" shall mean a physical or mental
         infirmity which impairs the Optionee's ability to perform sub-
         stantially all his or her duties for a period of one hundred
         eighty (180) days in any calendar year.

                   1.8.  An "Employee" shall mean any employee of or
         consultant to the Company or any of its subsidiaries designated
         for participation in the Plan by the Compensation committee at
<PAGE>


         any time, other than (i) any such person who is an executive
         officer or director of the Company or (ii) any officer of the
         Company other than an officer who at the time of the grant was
         not previously employed by the Company and with respect to whom
         the grant was an inducement essential to the individual's en-
         tering into an employment contract with the Company.

                   1.9.  "Fair Market Value" of the Company's Common
         Stock shall mean the value established by the Board of Direc-
         tors in good faith, after consultation with the Company's
         investment bankers, which shall not be less than book value as
         set forth in the then most current financial statements of the
         Company; provided, however, that, if the Common Stock is pub-
         licly traded in the over-the-counter market or on a recognized
         exchange, Fair market value shall be the average closing price
         of the Shares for the 20 trading days immediately preceding the
         event which required the determination of Fair Market Value.

                   1.10.  A "Recipient" is an Employee whom the Board of
         Directors or Compensation Committee has designated to receive
         an Option pursuant to the terms of the Plan.

                   1.11.  The "Stockholders Agreement" shall mean the
         Stockholders Agreement, dated as of March 2, 1992, between the
         Company and the Stockholders, as amended from time to time.

                   1.12.  "Cause" shall mean (a) conviction of any crime
         which constitutes a felony in the jurisdiction involved, (b)
         gross negligence or willful malfeasance in performing the
         Recipient's obligations to the Company or in following the
         instructions of the Company's Board of Directors, provided that
         the Company has given the Recipient written notice setting
         forth with specificity the nature of the Recipient's alleged
         gross negligence or malfeasance or (c) cause pursuant to the
         terms of any written employment agreement with the Company (or
         any of its subsidiaries) to which the Recipient is a party.


                                    ARTICLE 2

                                PURPOSE AND SCOPE

                   2.1.  Purpose - The Plan is being adopted by the Com-
         pany for the purpose of establishing incentives designed to
         attract and retain personnel with outstanding ability and expe-
         rience to the Company, and to encourage the efforts and perfor-
         mance of the Company's Employees by increasing their propri-
         etary interest in the Company.

                   2.2.  Eligibility - Employees shall be eligible to
         receive options under the Plan.  The Compensation Committee, in
         its sole discretion shall determine which Employees shall
         become Recipients, the number of Options which shall be granted



                                       -2-
<PAGE>

         to each Recipient, the date of the grant and the terms of exer-
         cise of each Option.


                                    ARTICLE 3

                                  ADMINISTRATION

                   3.1.  Administration - The Plan shall be administered
         by the Compensation Committee, which shall consist of members
         designated by the Board of Directors of the Company.  Without
         limiting the generality of the foregoing, the Compensation Com-
         mittee shall have authority, in its sole discretion (and its
         determinations shall be final and binding on the Company and
         Recipients of Options):  to interpret conclusively the provi-
         sions of the Plan and decide questions of fact arising in its
         application; to adopt, amend and revoke rules and regulations
         relating to the Plan; to determine the Employees to whom
         options shall be granted, the number of such Options, their
         date of grant and their exercise price; and to make any other
         determination necessary or desirable in the administration of
         the Plan, except for those determinations reserved to the Board
         of Directors of the Company.

                   3.2.  Committee Action - A majority of the Compensa-
         tion Committee shall constitute a quorum, and a majority of a
         quorum may authorize any action.

                   3.3.  Expenses - All costs of administering the Plan
         shall be borne by the Company.


                                    ARTICLE 4

                              SHARES SUBJECT TO PLAN

                   4.1.  Maximum Shares - The maximum number of shares
         of Common Stock which may be subject to Options under the Plan
         shall be 250,000, subject to adjustment as provided in Section
         4.2 below.  Either treasury stock or shares which have been
         authorized but not yet issued (or a combination of both) may be
         used to satisfy the Company's obligations under the Plan.  If
         an option is cancelled or expires for any reason (including
         forfeiture) prior to being exercised by its Recipient, all
         shares subject to such Option shall become available for future
         Options.

                   4.2.  Adjustments - In the event of a stock split,
         stock dividend, merger, combination, reorganization, recapital-
         ization, reclassification, consolidation, spin-off, split-up or
         substantially similar event affecting the number of shares of
         Common Stock outstanding, or the issuance to all holders of
         common Stock of warrants or rights to buy Common Stock, the



                                       -3-
<PAGE>
         
         maximum number of shares which may be subject to Options shall
         be appropriately adjusted by the Compensation Committee.


                                    ARTICLE 5

                         TERMS AND CONDITIONS OF OPTIONS

                   Each Option shall be evidenced by an agreement (the
         "Agreement") between the Company and the Recipient evidencing
         the grant of an option an herein provided.  Each Agreement
         shall conform to the following terms and conditions:

                   5.1.  Option Price - The purchase price per share
         under each Option granted by the Compensation Committee shall
         be set by the Compensation Committee on the date of grant, and
         shall not be less than the Fair Market Value of the Company's
         Common Stock on that date.

                   5.2.  Duration of Option - The Compensation Committee
         shall determine the duration of each Option which it grants,
         and each Agreement shall specify the maximum period during
         which the Option to which it relates may be exercised.  No
         Option shall be exercisable more than ten years after the date
         it is granted, nor shall any Options be granted under the Plan
         after March 2, 2002.

                   5.3.  Vesting - Each Option shall vest (become exer-
         cisable) in accordance with a determination by the Compensation
         Committee.

                   5.4.  Exercise of Option - Subject to Article VI
         below, a Recipient who is vested with respect to all or part of
         an Option may exercise all or a part of such vested portion by
         delivering to the Company, at its principal executive office,
         written notice specifying the number of shares with respect to
         which the Option is being exercised, together with payment in
         full of the purchase price of the shares.  Such payment shall
         be in cash or check or such other property (including shares of
         Common Stock) as may be acceptable to the Compensation Commit-
         tee.  The Compensation Committee shall prescribe the method of
         delivery of the notice.  Vested options may be exercised in any
         order of grant that the Recipients (or his personal representa-
         tive, if applicable) elects.

                   5.5.  Rights After Issue - Upon the issuance of stock
         certificates evidencing shares purchased under an Option, the
         Recipient shall have all of the rights of a stockholder of the
         Company with respect to the shares of Common Stock represented
         by the certificate including the right to vote the shares and
         to receive all dividends and other distributions with respect
         thereto.  Prior to such issuance, the Recipient shall not be
         entitled to any rights of a stockholder (including the right to
         vote or receive dividends or distributions).  Upon the exercise


                                       -4-
<PAGE>
         
         of an Option, the Recipient shall become subject to the duties
         and obligations, and entitled to the rights and benefits, of
         the Stockholders Agreement, and the shares purchased under an
         Option shall he subject to the transfer restrictions and voting
         agreement contained in the Stockholders Agreement.

                   5.6.  Non-Qualification - An Option granted pursuant
         to the Plan shall not qualify as an "Incentive Stock Option"
         under Section 422 of the Internal Revenue Code.

                   5.7.  Non-Transferability - An Option granted pursu-
         ant to the Plan may not be transferred in any manner otherwise
         than by will or by the laws of descent and distribution and may
         be exercised during the lifetime of the Recipient only by the
         Recipient or by his guardian or legal representative.  The
         terms of any such Option shall be binding upon the executors,
         administrators, heirs and successors of the Recipient.

                   5.8.  Effect of Change in Control - Notwithstanding
         anything contained in the Plan or an Agreement to the contrary,
         in the event of a change in control, (i) all Options outstand-
         ing on the date of such Change in Control shall become Immedi-
         ately and fully exercisable and (ii) a Recipient will be per-
         mitted to surrender for cancellation, within sixty (60) days
         after such Change in Control, any Option or portion of an Op-
         tion to the extent not yet exercised and the Recipient will be
         entitled to receive a cash payment in an amount equal to the
         excess, if any, of (x) the greater of (1) the Fair Market Val-
         ue, on the date preceding the date of surrender, of the Common
         Stock subject to the Option or portion thereof surrendered or
         (2) the Adjusted Fair Market Value of the Common Stock subject
         to the Option or portion thereof surrendered over (y) the
         aggregate purchase price for such Common Stock under the option
         or portion thereof surrendered; provided, however, that, in the
         case of an Option granted within six (6) months prior to the
         Change in Control to any Recipient who may be subject to lia-
         bility under Section 16(b) of the Exchange Act at such time,
         such Recipient shall be entitled to surrender for cancellation
         his or her Option during the sixty (60) day period commencing
         upon the expiration of six (6) months from the date of grant of
         any such Option, unless some other treatment of the Option has
         been agreed to with such Recipient.


                                    ARTICLE 6

                            TERMINATION OF EMPLOYMENT

                   An Option may be exercised by a Recipient whose
         employment by the Company (or a subsidiary of the Company) has
         terminated only in accordance with the following rules:


                                       -5-
<PAGE>
         

                   (a)  In the event of the Recipient's termination for
              Cause, he shall forfeit all vested and non-vested Options
              which have not been exercised at the date of termination.

                   (b)  If the Recipient's employment in terminated by
              reason of his death, permanent disability or retirement,
              then he or his personal representative may exercise any
              vested Option at any time before the earlier of the third
              anniversary of his termination of employment or the stated
              expiration date of such Option.

                   (c)  If the Recipient's employment terminates for any
              reason other than cause, death, disability or retirement,
              he may exercise any vested Option at any time before the
              earlier of the date six months after such termination or
              the stated expiration date of such Option.

                   (d)  If the Recipient dies after his employment has
              terminated (whether by reason of disability of otherwise)
              but before the period in which he may exercise an Option
              has expired, then his personal representative may exercise
              any vested Option only during the period that the Recipi-
              ent, if alive, may have exercised the Option.


                                    ARTICLE 7

                                   ADJUSTMENTS

                   (a)  Appropriate adjustments shall be made by the
         Compensation Committee to the number of shares covered by an
         Option, and to the purchase price per share, in the event of a
         change in the number of the Company's shares of Common Stock
         outstanding caused by a stock split, reverse stock split, stock
         dividend, merger, combination, reorganization, recapitaliza-
         tion, reclassification, consolidation, spin-off, split-up or
         substantially similar event, or the issuance to all holders of
         Common Stock of warrants or rights to buy Common Stock.

                   (b)  In the event of any conversion of Common Stock
         generally into securities of another corporation, or the con-
         solidation of the Company with, or the merger of the Company
         with or into another corporation, or the sale of all or sub-
         stantially all of the assets of the Company to another corpora-
         tion, such Options not theretofore exercised prior to such
         transaction shall thereafter, upon exercise, represent the
         right to receive upon payment of the Option price in effect
         immediately prior to such transaction, the kind and amount of
         shares, security or property (including cash) which the holder
         of the Option would have been entitled to receive following
         consummation of such transaction had the Option been exercised
         immediately prior to such transaction (subject to subsequent
         adjustments as provided In paragraph (a) of this Article VII
         upon the occurrence of the events herein specified).


                                       -6-
<PAGE>
         
                                    ARTICLE 8

                            TERMINATION AND AMENDMENT

                   8.1.  Termination or Amendment - The Board of Direc-
         tors of the Company may terminate or amend the Plan at any
         time, except that any Option then outstanding shall not be
         affected thereby without the written consent and acquiescence
         of the Recipient holding such Option.

                   8.2.  Stockholder Approval.  The Board of Directors
         may make such amendments to the Plan as it shall deem advisable
         without the approval of the stockholders of the Company.


                                    ARTICLE 9

                                  MISCELLANEOUS

                   9.1.  Limitation of Liability - As illustrative of
         the limitations of the Company, but not intended to be exhaus-
         tive thereof, nothing in the Plan shall be construed to:

                   (a)  give any person any right to be granted an
              Option other than at the sole discretion of the Compensa-
              tion Committee;

                   (b)  give any person any rights whatsoever with
              respect to shares of Common Stock except as specifically
              provided in the Plan;

                   (c)  limit in any way the right of the Company to
              terminate the employment of any person at any time; or

                   (d)  be evidence of any agreement or understanding,
              expressed or implied, that the Company will employ any
              person in any particular position at any particular rate
              of compensation or for any particular period of time.

                   9.2.  Non-Exclusivity of Plan - Nothing contained in
         the Plan is intended to amend, modify or rescind any previously
         approved compensation plans or programs entered into by the
         Company.  The Plan shall be construed to be in addition to any
         and all such plans or programs.  The adoption of the Plan shall
         not be construed as creating any limitations on the power or
         authority of the Board of Directors of the Company to adopt
         such other additional incentive or other compensation arrange-
         ments as the Board of Directors may deem necessary or desir-
         able.

                   9.3.  Withholding of Taxes - The Company shall have
         the right to deduct from any distribution of cash to any Recip-
         ient an amount equal to the federal, state and local income



                                       -7-
<PAGE>
         
         taxes and other amounts as may be required by law to be with-
         held (the "Withholding Taxes") with respect to any option.  If
         a Recipient is entitled to receive Common Stock upon exercise
         of an option, the Recipient shall pay the Withholding Taxes to
         the Company prior to the issuance, or release from escrow, of
         such Common Stock.  In satisfaction of the Withholding Taxes to
         the Company, the Recipient may make a written election (the
         "Tax Election"), which may be accepted or rejected in the dis-
         cretion of the Compensation Committee, to have withheld a por-
         tion of the Common Stock issuable to him or her upon exercise
         of the Option having an aggregate Fair Market Value, on the
         date preceding the date of exercise, equal to the Withholding
         Taxes, provided that in respect of a Recipient who may become
         subject to liability under Section 16(b) of the Exchange Act
         either (i) (A) the Recipient makes the Tax Election at least
         six (6) months after the date the Option was granted, (B) the
         Option is exercised during the ten-day period beginning on the
         third business day and ending on the twelfth business day fol-
         lowing the release for publication of the Company's quarterly
         or annual statements of earnings (a "Window Period") and (C)
         the Tax Election is made during the Window Period in which the
         Option is exercised or prior to such Window Period and subse-
         quent to the immediately preceding Window Period or (ii) (A)
         the Tax Election is made at least six months prior to the date
         the Option is exercised and (B) the Tax Election is irrevocable
         with respect to the exercise of all options which are exercised
         prior to the expiration of six months following an election to
         revoke the Tax Election.  Notwithstanding the foregoing, the
         Compensation Committee may, by the adoption of rules or other-
         wise, (i) modify the provisions in the preceding sentence or
         impose such other restrictions or limitations on Tax Elections
         as may be necessary to ensure that the Tax Elections will be
         exempt transactions under Section 16(b) of the Exchange Act,
         and (ii) permit Tax Elections to be made at such other times
         and subject to much other conditions as the Compensation Com-
         mittee determines will constitute exempt transactions under
         Section 16(b) of the Exchange Act.

                   9.4.  Interpretation of the Program - (a) The head-
         ings of Articles and Sections in the Plan are for convenience
         only, and are not meant to modify the meaning of the text of
         each such Article and Section.

                   (b)  As used herein, pronouns in the masculine gender
         shall also include the feminine and the singular form of words,
         and may include the plural, unless the context clearly requires
         the contrary.

                   9.5.  Effective Date The Plan shall be effective as
         of May 3, 1995.



         
                                       -8-
<PAGE>

                                     ANNEX I

                                   STOCKHOLDERS

                   1.   GKH Partners, L.P.
                   2.   Allen & Company Incorporated
                   3.   Allen Value Limited
                   4.   Allen Value Partners, L.P.
                   5.   American Home Assurance Company
                   6.   Mitsui & Co., Ltd.
                   7.   Mitsui & Co. (USA), Inc.
                   8.   Toho-Towa Co., Ltd.
                   9.   Valdi Corporation N.V.
                  10.   Weinberg Fund I
                  11.   Weinberg Fund II
                  12.   Victor A. Kaufman
                          and Loretta Kaufman
                  13.   Lewis J. Korman
                          and Sharon Korman
                  14.   Frank Price
                  15.   Chargeurs S.A.
                  16.   Pricel S.A.
                  17.   Allied Filmmakers N.V.
                  18.   HKW Voting Trust
                  19.   Ceechi Gori Europa B.V.
                  20.   Rate Europa B.V.
                  21.   High Speed Video B.V.
                  22.   Home Box Office Division of
                          Time Warner Entertainment L.P.
<PAGE>

        
                        SAVOY PICTURES ENTERTAINMENT, INC.

                                     FORM OF

                              STOCK OPTION AGREEMENT


                   THIS AGREEMENT, made as of ____________ (the "Grant
         Date"), between Savoy Pictures Entertainment, Inc., a Delaware
         corporation (the "Company"), and ________________ (the
         "Optionee") (the "Agreement").

                   WHEREAS, the Company has adopted the Savoy Pictures
         Entertainment, Inc. 1995 Stock Option Plan, as amended (the
         "Plan") in order to provide additional incentive to certain
         officers and employees of, and consultants to, the Company and
         its subsidiaries; and

                   WHEREAS, the Compensation Committee (as defined in
         the Plan) has determined [as an inducement to Optionee to enter
         into employment with the Company,]1 to grant an option to the
         Optionee as provided herein;

                   NOW, THEREFORE, the parties hereto agree as follows:  

                   1.   Grant of Option.

                   1.1.  The Company hereby grants to the Optionee the
         right and option (the "Option") to purchase, to the extent the
         Option becomes vented and exercisable, all or any part of an
         aggregate of _____ whole shares of common stock, par value $.01
         per share, of the Company ("Shares") subject to, and in accor-
         dance with, the terms and conditions set forth in this Agree-
         ment and the Plan.  In the event of any conflict between the
         terms of the Plan and this Agreement, the terms of the Plan
         shall control (unless otherwise determined by the Compensation
         Committee).

                   1.2.  The Option is not intended to qualify as an
         Incentive Stock Option within the meaning of Section 422 of the
         Code.

                   2.  Purchase Price.

                   The price at which the Optionee shall be entitled to
         purchase Shares upon the exercise of the Option shall be $     
         per Share.

         _____________________
         1    To be inserted for options granted to officers only.
<PAGE>

        
                   3.   Duration of Option.

                   The Option shall be exercisable to the extent and in
         the manner provided herein for a period of ten (10) years from
         the Grant Date (the "Exercise Term"); provided, however, that
         the Option may be earlier terminated as provided in Section 6
         hereof.

                   4.   Vesting and Exercisability of Option.

                   The Option shall vest and become exercisable with
         respect to 33-1/3% of the Shares on the first anniversary of
         the Grant Date, and an additional 33-1/3% of the Option shall
         vest on each of the second and third anniversaries of the Grant
         Date if and only it the Optionee has remained employed (as an
         employee or consultant) by the Company until each of such
         dates.  The entire Option shall vest immediately if (i) the
         Optionee dies or becomes permanently disabled while employed by
         the Company, (ii) the Optionee is terminated without Cause (as
         hereinafter defined), (iii) there occurs a Change of Control
         (as hereinafter defined) of the Company or (iv) the Compensa-
         tion Committee of the Company so decides.  The Option shall
         terminate to the extent it is unused.

                   5.   Manner of Exercise and Payment.

                   5.1.  Subject to the terms and conditions of this
         Agreement, the Option may be exercised by delivery of written
         notice to the Company, at its principal executive office.  Such
         notice shall state that the Optionee is electing to exercise
         the Option and the number of Shares in respect of which the
         Option is being exercised.

                   5.2.  The notice of exercise described in Section 5.1
         shall be accompanied by the full purchase price for the Shares
         in respect of which the Option is being exercised, in cash or
         check or such other property as may be acceptable to the Board
         of Directors of the Company.

                   5.3.  Upon receipt of notice of exercise and full
         payment for the Shares in respect of which the option is being
         exercised, the company shall take such action as may be neces-
         sary to affect the transfer to the Optionee of the number of
         Shares as to which such exercise was effective.

                   5.4.  The Optionee shall not be deemed to be the
         holder of, or to have any of the rights of a holder with
         respect to any Shares subject to the Option until (i) the
         Option shall have been exercised pursuant to the terms of this
         Agreement and the Optionee shall have paid the full purchase
         price for the number of Shares in respect of which the Option
         was exercised, (ii) the Company shall have issued and delivered
         the Shares to the Optionee, and (iii) the Optionee's name shall
         have been entered as a stockholder of record on the books of


                                       -2-
<PAGE>
        
         the Company, whereupon the Optionee shall have full voting and
         other ownership rights with respect to such Shares.

                   6.  Death, Disability, Retirement or Other Termina-
         tion of Employment or Consultancy.

                   If the employment or consultancy of the Optionee is
         terminated, the Option shall be exercisable as set forth in
         Article 6 of the Plan.

                   7.  Nontransferability.

                   The Option shall not be transferable other than by
         will or by the laws of descent and distribution.  During the
         lifetime of the Optionee, the Option shall be exercisable only
         by the Optionee.

                   8.  No Right to Continued Employment or Consultancy.

                   Nothing in this Agreement shall be interpreted or
         construed to confer upon the Optionee any right with respect to
         continuance of employment or consultancy by the Company, nor
         shall this Agreement interfere in any way with the right of the
         Company to terminate the Optionee's employment or consultancy
         at any time.

                   9.  Adjustments.

                   In the event of a Change in Capitalization (as here-
         inafter defined), appropriate adjustments shall be made (as
         determined in good faith by the Board of Directors of the Com-
         pany) regarding the number and class of Shares or other stock
         or securities subject to the Option and the purchase price for
         such Shares or other stock or securities.

                   10.  Terminating Events.

                   In the event of (i) the liquidation or dissolution of
         the Company or (ii) a merger or consolidation of the company (a
         "Transaction"), the Option shall continue in effect in accor-
         dance with its terms for 90 days from the date of such transac-
         tion and the Optionee shall only be entitled to receive in
         respect of all Shares subject to the Option, upon exercise of
         the Option within such ninety (90) day period, the same number
         and kind of stock, securities, cash, property or other consid-
         eration that each holder of Shares was entitled to receive in
         the Transaction.

                   11.   Withholding of Taxes.

                   Upon exercise of the Option, the Optionee shall pay
         the Withholding Taxes (as defined in Section 9.3 of the Plan)
         to the Company as provided in Section 9.3 of the Plan.

        
                                       -3-
<PAGE>
        
                   12.  Definitions.

                   Unless otherwise defined herein, capitalized terms
         used in this Agreement shall have the meanings ascribed thereto
         in the Plan.

                   13.  Modification of Agreement.

                   This Agreement may be modified, amended, suspended or
         terminated, and any terms or conditions may be waived, but only
         by a written instrument executed by the parties hereto.

                   14.  Severability.

                   Should any provision of this Agreement be held by a
         court of competent jurisdiction to be unenforceable or invalid
         for any reason, the remaining provisions of this Agreement
         shall not be affected by such holding and shall continue in
         full force in accordance with their terms.

                   15.  Governing Law.

                   The validity, interpretation, construction and per-
         formance of this Agreement shall be governed by the laws of the
         State of Now York without giving effect to the conflicts of
         laws principles thereof.

                   16.  Successors in Interest.

                   This Agreement shall inure to the benefit of and be
         binding upon any successor to the Company.  This Agreement
         shall inure to the benefit of the Optionee's legal representa-
         tives.  All obligations imposed upon the Optionee and all
         rights granted to the Company under this Agreement shall be
         final, binding and conclusive upon the Optionee's heirs, execu-
         tors, administrators and successors.

                                  SAVOY PICTURES ENTERTAINMENT, INC.


         Attest:                  By:  ____________________________
                                       Lewis J. Korman
                                       President and Chief
         ______________________        Operating Officer
         Secretary

                                       ____________________________





        


                                       -4-






                                                           EXHIBIT 99.03

                           HOME SHOPPING NETWORK, INC.

                       1996 STOCK OPTION PLAN FOR EMPLOYEES


                     ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

                   ESTABLISHMENT.  The Home Shopping Network, Inc. 1996
         Stock Option Plan for Employees (the "PLAN") is hereby
         established effective as of May 10, 1996 (the "EFFECTIVE
         DATE").

                   PURPOSE.  The purpose of the Plan is to promote the
         success of the Company and its Subsidiaries by attracting and
         retaining employees by supplementing their cash compensation
         and providing a means for them to increase their holdings of
         Stock of the Company.  The opportunity so provided and the
         receipt of Options as compensation are intended to foster in
         participants a strong incentive to put forth maximum effort for
         the continued success and growth of the Company for the benefit
         of customers and shareholders, to aid in retaining individuals
         who put forth such efforts, and to assist in attracting the
         best available individuals in the future.

                   TERM OF PLAN.  The Plan shall continue in effect
         until the earlier of its termination by the Board or the date
         on which all of the shares of Stock available for issuance
         under the Plan have been issued.  However, all Options shall be
         granted, if at all, within ten (10) years from the Effective
         Date.
  Notwithstanding the foregoing, if the maximum number of
         shares of Stock issuable pursuant to the Plan as provided in
         Section 3.1 has been increased at any time, all Options shall
         be granted, if at all, within ten (10) years from the date such
         amendment was adopted by the Board.  On the effective date of
         the Plan, it shall supersede the 1986 Stock Option Plan for
         Employees, which shall terminate on that date.

                   1.   DEFINITIONS AND CONSTRUCTION.

                   1.1  DEFINITIONS.  Whenever used herein, the
         following terms shall have their respective meanings set forth
         below:

                        (a)  "BOARD" means the Board of Directors of the
         Company or the Committee.

                        (b)  "CODE" means the Internal Revenue Code of
         1986, as amended, and any applicable regulations promulgated
         thereunder.

                        (c)  "COMMITTEE" means the Compensation/Benefits
         Committee or other committee of the Board duly appointed to
         administer the Plan and having such powers as shall be
<PAGE>


         specified by the Board.  Unless the powers of the Committee
         have been specifically limited, the Committee shall have all of
         the powers of the Board granted herein, including, without
         limitation, the power to amend or terminate the Plan at any
         time, subject to the terms of the Plan and any applicable
         limitations imposed by law.

                        (d)  "COMPANY" means Home  Shopping Network,
         Inc., a Delaware  corporation, or any successor corporation
         thereto.

                        (e)  "EMPLOYEE" means  any person treated as an
         employee (including an officer or a director who is also
         treated as an employee) in the records of the Company and its
         Subsidiaries; provided, however, that neither service as a
         director nor payment of a director's fee shall be sufficient to
         constitute employment for purposes of the Plan.
         Notwithstanding the foregoing, the Chairman of the Board and
         any consultant approved by the Board shall be deemed an
         Employee for purposes of the Plan; provided, however neither
         the Chairman nor a consultant may  be issued Incentive Stock
         Options.

                        (f)  "EXCHANGE ACT" means the Securities
         Exchange Act of 1934, as amended.

                        (g)  "FAIR MARKET VALUE" means, as of any date,
         the  closing price of the Stock  on the New York Stock
         Exchange, Inc. (as published by the Wall Street Journal, if
         published) on the day prior to such date, or if the Stock was
         not traded on such day, on the next preceding day on which the
         Stock was traded.

                        (h)  "INCENTIVE STOCK OPTION" means an Option so
         denominated  in the Option Agreement and which qualifies as an
         incentive stock option within the meaning of Section 422(b) of
         the Code.

                        (i)  "NONQUALIFIED STOCK OPTION" means an Option
         so denominated  or which does not qualify as an Incentive Stock
         Option.

                        (j)  "OPTION" means a right to purchase Stock
         (subject to adjustment as provided in Section 3.2) pursuant to
         the terms and conditions of the Plan.  An Option may be either
         an Incentive Stock Option or a Nonqualified Stock Option.

                        (k)  "OPTION AGREEMENT" means a written
         agreement between the Company and an Optionee setting forth the
         terms, conditions and restrictions of the Option and/or  SAR
         granted to the Optionee.

                        (l)  "OPTIONEE" means a person who has been
         granted one or more Options and/or SAR's pursuant to the Plan.
<PAGE>


                        (m)  "RULE 16B-3" means Rule 16b-3 under the
         Exchange Act, as amended from time to time, or any successor
         rule or regulation.

                        (n)  "STOCK" means the Company's common stock,
         $.01  par value,  as adjusted from time to time in accordance
         with Section 3.2.

                        (o)  "STOCK APPRECIATION RIGHT (SAR)" means the
         right, granted by the Board (subject to adjustments provided in
         Section 3.2), pursuant to the terms of the Plan, to receive
         payment equal to the subsequent increase in the Fair Market
         Value  of the Stock.

                        (p)  "SUBSIDIARY" means any present or future
         "subsidiary corporation" of the Company, as defined in Section
         424(f) of the Code.

                        (q)  "TEN PERCENT OWNER OPTIONEE" means an
         Optionee who, at the time an Option is granted to the Optionee,
         owns stock constituting more than ten percent (10%) of the
         total combined voting power of all classes of stock of  Company
         within the meaning of Section 422(b)(6) of the Code.

                        (r)  "TRANSFER OF CONTROL" shall mean a
         transaction  or a series of related transactions (collectively,
         the "TRANSACTION") wherein the shareholders of the Company
         immediately before the Transaction do not retain immediately
         after the Transaction, in substantially the same proportions as
         their ownership of shares of the Company's voting stock
         immediately before the Transaction, direct or indirect
         beneficial ownership of more than fifty percent (50%) of the
         total combined voting power of the outstanding voting stock of
         the Company or the corporation or corporations to which the
         assets of the Company were transferred (the "TRANSFEREE
         CORPORATION(S)"), as the case may be, except for such a
         transaction pursuant to which Barry Diller, Liberty Media
         Corporation or any of their respective affiliates, is or
         becomes such a 50% owner.  For purposes of the preceding
         sentence, indirect beneficial ownership shall include, without
         limitation, an interest resulting from ownership of the voting
         stock of one or more corporations which, as a result of the
         Transaction, own the Company or the Transferee Corporation(s),
         as the case may be, either directly or through one or more
         subsidiary corporations.  The Board shall have the right to
         determine whether multiple sales or exchanges of the voting
         stock of the Company are related, and its determination shall
         be final, binding and conclusive.

                   1.2  CONSTRUCTION.  Captions and titles contained
         herein are for convenience only and shall not affect the
         meaning or interpretation of any provision of the Plan.  Except
         when otherwise indicated by the context, the singular shall
         include the plural, the plural shall include the singular, and
<PAGE>


         the term "or" shall include the conjunctive as well as the
         disjunctive.

                   2.   ADMINISTRATION.

                   2.1  ADMINISTRATION BY THE BOARD.  The Plan shall be
         administered by the Board, including any duly appointed
         committee of the Board.  All questions of interpretation of the
         Plan or of any Option or SAR shall be determined by the Board,
         and such determinations shall be final and binding upon all
         persons having an interest in the Plan or such Option or SAR.

                   2.2  POWERS OF THE BOARD.  In addition to any other
         powers set forth in the Plan and subject to the provisions of
         the Plan and restrictions regarding Incentive Stock Options set
         forth in the Code, the Board shall have the full and final
         power and authority, in its sole discretion:

                        (a)  to determine the persons to whom, and the
         time or times at which, Options shall be granted and the number
         of shares of Stock to be subject to each Option which
         determination need not be uniform among persons similarly
         situated and may be made selectively among Employees;

                        (b)  to designate Options as Incentive Stock
         Options or Nonqualified Stock Options;

                        (c)  to determine the persons to whom, and the
         time or times at which, SAR's and the number thereof shall be
         granted which determination need not be uniform among persons
         similarly situated and may be made selectively among Employees;

                        (d)  to determine the terms, conditions and
         restrictions applicable (which need not be identical) to each
         Option and SAR including, without limitation, (i) the exercise
         price of the Option or SAR, (ii) the method of payment for
         shares purchased upon the exercise of the Option, (iii) the
         method for satisfaction of any tax withholding obligation
         arising in connection with the Option or SAR , including by the
         withholding or delivery of shares of stock, (iv) the method of
         payment upon exercise of any SAR's,  (v) the timing, terms and
         conditions of the exercisability of the Option or SAR, (vi) the
         time of the expiration of the Option or SAR, (vii) the effect
         of the Optionee's termination of employment or service with
         Company on any of the foregoing, and (viii) all other terms,
         conditions and restrictions applicable to the Option or SAR or
         such shares not inconsistent with the terms of the Plan;

                        (e)  to approve one or more forms of Option
         Agreement;

                        (f)  to amend the exercisability of any Option
         or SAR , including with respect to the period following an
<PAGE>


         Optionee's termination of employment or service with the
         Company;

                        (g)  to prescribe, amend or rescind rules,
         guidelines and policies relating to the Plan, or to adopt
         supplements to, or alternative versions of, the Plan,
         including, without limitation, as the Board deems necessary or
         desirable to comply with the laws of, or to accommodate the tax
         policy or custom of, foreign jurisdictions whose citizens may
         be granted Options or SAR's; and

                        (h)  to correct any defect, supply any omission
         or reconcile any inconsistency in the Plan or any Option
         Agreement and to make all other determinations and take such
         other actions with respect to the Plan or any Option or SAR as
         the Board may deem advisable to the extent consistent with the
         Plan and applicable law.

                   2.3  DISINTERESTED ADMINISTRATION.  The Plan shall be
         administered in compliance with the "disinterested
         administration" requirements of Rule 16b-3.


                   3.   SHARES SUBJECT TO PLAN.

                   3.1  MAXIMUM NUMBER OF SHARES ISSUABLE.  Subject to
         adjustment as provided in Section 3.2, the maximum aggregate
         number of shares of Stock that may be issued under the Plan and
         under the 1996 Stock Option Plan for Outside Directors shall be
         Eighteen Million Seven Hundred Thousand (18,700,000) and shall
         consist of authorized but unissued or reacquired shares of
         Stock or any combination thereof.  If an outstanding Option or
         SAR for any reason expires or is terminated or canceled prior
         to being fully exercised, the shares of Stock allocable to the
         unexercised portion of such Option or SAR, shall again be
         available for issuance under the Plan.

                   3.2  ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.
         In the event of any stock dividend, stock split, reverse stock
         split, recapitalization, combination, reclassification or
         similar change in the capital structure of the Company,
         appropriate adjustments shall be made in the number and class
         of shares subject to the Plan and to any outstanding Options
         and SAR's and in the exercise price per share of any
         outstanding Options and SAR's.   If a majority of the shares
         which are of the same class as the shares that are subject to
         outstanding Options and SAR's are exchanged for, converted
         into, or otherwise become (whether or not pursuant to a
         Transfer of Control ) shares of another corporation (the "NEW
         SHARES"), the Board shall  amend the outstanding Options and
         SAR's  to provide that such Options and SAR's  are exercisable
         for or with respect to New Shares.  In the event of any such
         amendment, the number of shares subject to, and the exercise
         price per share of, the outstanding Options and SAR's shall be
<PAGE>


         adjusted in a fair and equitable manner as determined by the
         Board, in its sole discretion.  In the event of any merger,
         consolidation or other combination materially effecting the
         number of shares of Stock outstanding, the Board may, in its
         discretion, amend the outstanding Options to make appropriate
         adjustments in the number and class of shares subject to the
         Plan and to any outstanding Options and SAR's and in the
         exercise price per share of any outstanding Options and SAR's.
         Notwithstanding the foregoing, any fractional share resulting
         from an adjustment pursuant to this Section 3.2 shall be
         rounded up or down to the nearest whole number, as determined
         by the Board, and in no event may the exercise price  be
         decreased to an amount less than the par value, if any, of the
         stock subject to the Option.  The adjustments determined by the
         Board pursuant to this Section 3.2 shall be final, binding and
         conclusive.


                   4.   ELIGIBILITY AND OPTION LIMITATIONS.

                   4.1  PERSONS ELIGIBLE FOR OPTIONS AND SAR'S.  Options
         and SAR's may be granted only to Employees.

                   4.2  DIRECTORS SERVING ON COMMITTEE.  No member of a
         committee established to administer the Plan in compliance with
         the "disinterested administration" requirements of Rule 16b-3,
         while a member, shall be eligible to be granted an Option or
         SAR.

                   4.3  FAIR MARKET VALUE LIMITATION.  To the extent
         that the aggregate Fair Market Value of stock with respect to
         which options designated as Incentive Stock Options are
         exercisable by an Optionee for the first time during any
         calendar year (under all stock option plans of the Company,
         including the Plan) exceeds One Hundred Thousand Dollars
         ($100,000), the portion of such Options which exceeds such
         amount shall be treated as Nonqualified Stock Options.  For
         purposes of this Section 4.3, options designated as Incentive
         Stock Options shall be taken into account in the order in which
         they were granted, and the Fair Market Value of stock shall be
         determined as of the time the Option with respect to such stock
         is granted.  If the Code is amended to provide for a different
         limitation from that set forth in this Section 4.3, such
         different limitation shall be deemed incorporated herein
         effective as of the date and with respect to such Options as
         required or permitted by such amendment to the Code.  If an
         Option is treated as an Incentive Stock Option in part and as a
         Nonqualified Stock Option in part by reason of the limitation
         set forth in this Section 4.3, the Optionee may designate which
         portion of such Option the Optionee is exercising and may
         request that separate certificates representing each such
         portion be issued upon the exercise of the Option.  In the
         absence of such designation, the Optionee shall be deemed to
<PAGE>


         have exercised the Incentive Stock Option portion of the Option
         first.

                   4.4  NO RIGHT OF EMPLOYMENT.  Nothing in the Plan or
         in any Option or SAR granted shall confer any right on an
         Employee to continue in the employ of the Company or its
         Subsidiaries or shall interfere in any way with the right of
         the Company or its Subsidiaries to terminate such Employee's
         employment at any time.

                   5.   TERMS AND CONDITIONS OF GRANTS.  Options and
         SAR's shall be evidenced by Option Agreements specifying the
         number of shares of Stock covered thereby, in such form as the
         Board shall from time to time establish.  SAR's may be granted
         alone or in tandem with an Option grant, in the Board's sole
         discretion(but at all times subject to the provisions of the
         Code).  Option Agreements may incorporate all or any of the
         terms of the Plan by reference and shall comply with and be
         subject to the following terms and conditions:

                   5.1  EXERCISE PRICE.  The exercise price for each
         Option and SAR shall be established in the sole discretion of
         the Board; provided, however, if the Option is an Incentive
         Stock Option that (a) the exercise price per share for an
         Option shall not be  less than the Fair Market Value of a share
         of Stock on the effective date of grant of the Option; and (b)
         no Option granted to a Ten Percent Owner Optionee shall have an
         exercise price per share less than one hundred ten percent
         (110%) of the Fair Market Value of a share of Stock on the
         effective date of grant of the Option.  The exercise price for
         a Nonqualified Stock Option and SAR shall be the same as
         provided above, unless otherwise determined by the Board (but
         at all times subject to the provisions of the Code).
         Notwithstanding the foregoing, an Option (whether an Incentive
         Stock Option or a Nonqualified Stock Option) may be granted
         with an exercise price lower than the minimum exercise price
         set forth above if such Option is granted pursuant to an
         assumption or substitution for another option in a manner
         qualifying under the provisions of Section 424(a) of the Code.

                   5.2  EXERCISE PERIOD.  Options and SAR's shall be
         exercisable at such time or times, or upon such event or
         events, and subject to such terms, conditions, performance
         criteria, and restrictions as shall be determined by the Board
         and set forth in the Option Agreement evidencing such Option;
         provided, however, that (a) no Option or SAR shall be
         exercisable after the expiration of ten (10) years after the
         effective date of grant of such Option or SAR; and (b) no
         Incentive Stock Option granted to a Ten Percent Owner Optionee
         shall be exercisable after the expiration of five (5) years
         after the effective date of grant of such Option.

                   5.3  PAYMENT OF OPTION EXERCISE PRICE.
<PAGE>


                        (a)  FORMS OF CONSIDERATION AUTHORIZED.  Except
         as otherwise provided below, payment of the exercise price for
         the number of shares of Stock being purchased pursuant to any
         Option shall be made (i) in cash, by check, or cash equivalent,
         (ii) by tender to the Company of shares of Stock owned by the
         Optionee having a Fair Market Value (as determined by the
         Company without regard to any restrictions on transferability
         applicable to such stock by reason of federal or state
         securities laws or agreements with an underwriter for the
         Company) not less than the exercise price, (iii) by the
         assignment of the proceeds of a sale or loan with respect to
         some or all of the shares being acquired upon the exercise of
         the Option (including, without limitation, through an exercise
         complying with the provisions of Regulation T as promulgated
         from time to time by the Board of Governors of the Federal
         Reserve System) (a "CASHLESS EXERCISE"),  (iv) by such other
         consideration as may be approved by the Board from time to time
         to the extent permitted by applicable law or (v) by any
         combination thereof.  The Board may at any time or from time to
         time, by adoption of or by amendment to the standard forms of
         Option Agreement described in Section 6, or by other means,
         grant Options which do not permit all of the foregoing forms of
         consideration to be used in payment of the exercise price or
         which otherwise restrict one or more forms of consideration.

                        (b)  TENDER OF STOCK.  Notwithstanding the
         foregoing, an Option may not be exercised by tender to the
         Company of shares of Stock to the extent such tender of Stock
         would constitute a violation of the provisions of any law,
         regulation or agreement restricting the redemption of the
         Company's stock.  Unless otherwise provided by the Board, an
         Option may not be exercised by tender to the Company of shares
         of Stock unless such shares either have been owned by the
         Optionee for more than six (6) months or were not acquired,
         directly or indirectly, from the Company.

                        (c)  CASHLESS EXERCISE.  The Company reserves,
         at any and all times, the right, in the Company's sole and
         absolute discretion, to establish, decline to approve or
         terminate any program or procedures for the exercise of Options
         by means of a Cashless Exercise.

                   5.4  PAYMENT OF SAR'S.  Upon exercise of a SAR the
         Company shall pay, subject to 5.5 below,  the amount, if any,
         by which the Fair Market Value of a share of Stock on the date
         of exercise exceeds the Fair Market Value on the date of grant.
         The exercise of a SAR shall cancel any Option associated with
         it if said SAR was granted in tandem with an Option.  The
         payment for SAR's shall be made in shares of Stock, valued at
         the Fair Market Value on the date of exercise or, at the sole
         discretion of the Board, in cash, or partly in cash and partly
         in Stock.
<PAGE>


                   5.5  TAX WITHHOLDING.  The Company shall have the
         right, but not the obligation, to deduct from the shares of
         Stock issuable upon the exercise of an Option, or to deduct
         from amounts due the Optionee upon exercise of a SAR or to
         accept from the Optionee the tender of, a number of whole
         shares of Stock having a Fair Market Value, as determined by
         the Company, equal to all or any part of the federal, state,
         local and foreign taxes, if any, required by law to be withheld
         by the Company  with respect to such Option or SAR exercise.
         Alternatively, or in addition, in its sole discretion, the
         Company shall have the right to require the Optionee, through
         payroll withholding, cash payment or otherwise, including by
         means of a Cashless Exercise, to make adequate provision for
         any such tax withholding obligations of the  Company arising in
         connection with the Option or SAR exercise.  The Company shall
         have no obligation to deliver shares of Stock, money or to
         release shares of Stock from an escrow established pursuant to
         the Option Agreement until the Company's  tax withholding
         obligations have been satisfied by the Optionee.


                   6.   STANDARD FORMS OF OPTION AGREEMENT.

                   6.1  INCENTIVE STOCK OPTIONS.  Unless otherwise
         provided by the Board at the time the Option is granted, an
         Option designated as an "Incentive Stock Option" shall comply
         with and be subject to the terms and conditions set forth in
         the appropriate form of Incentive Stock Option Agreement as
         adopted by the Board  and as amended from time to time.

                   6.2  NONQUALIFIED STOCK OPTIONS.  Unless otherwise
         provided by the Board at the time the Option is granted, an
         Option designated as a "Nonqualified Stock Option" shall comply
         with and be subject to the terms and conditions set forth in
         the appropriate form of Nonqualified Stock Option Agreement as
         adopted by the Board and as amended from time to time.

                   6.3  SAR'S.  Unless otherwise provided by the Board
         at the time a SAR is granted, a SAR  awarded either alone or in
         tandem  with an Option shall comply with and be subject to the
         terms and conditions set forth in the appropriate form of SAR
         Option Agreement as adopted by the Board  and as amended from
         time to time.

                   6.4  STANDARD TERM OF OPTIONS.  Except as otherwise
         provided by the Board in the grant of an Option or SAR, any
         Option or SAR granted hereunder shall have a term of ten (10)
         years from the effective date of grant of the Option or SAR.

                   6.5  STANDARD VESTING PROVISIONS.  Except as
         otherwise provided by the Board in the grant of an Option or
         SAR, any Options or SAR's granted hereunder shall become vested
         and exercisable at the rate of twenty percent (20%) per year,
         commencing upon the first anniversary of  the effective date of
<PAGE>


         grant of the Option or SAR and each of the four (4) subsequent
         anniversaries thereafter.

                   6.6  AUTHORITY TO VARY TERMS.  The Board shall have
         the authority from time to time to vary the terms of any of the
         standard forms of Option Agreement described in this Section 6
         either in connection with the grant or amendment of an
         individual Option or SAR or in connection with the
         authorization of a new standard form or forms; provided,
         however, that the terms and conditions of any such new, revised
         or amended standard form or forms of Option Agreement shall be
         in accordance with the terms of the Plan.  The Board, may in
         its discretion, provide for the extension of the exercise
         period of an Option or SAR, accelerate the vesting of an Option
         or SAR, eliminate or make less restrictive any restrictions
         contained in an Option Agreement or waive any restriction or
         provision of this Plan or an Option Agreement in any manner
         that is either (i) not adverse to the Optionee or (ii)
         consented to by the Optionee.

                   7.   NONTRANSFERABILITY OF OPTIONS.  During the
         lifetime of the Optionee, an Option or SAR shall be exercisable
         only by the Optionee or the Optionee's guardian or legal
         representative.  No Option or SAR shall be assignable or
         transferable by the Optionee, except by will or by the laws of
         descent and distribution.  Following an Optionee's death, the
         Option shall be exercisable to the extent provided in Section 8
         below.


                   8.   EFFECT OF TERMINATION OF SERVICE.

                   8.1  OPTION AND SAR EXERCISABILITY.

                        (a)  DISABILITY.  If the Optionee's service with
         the Company  is terminated because of the disability of the
         Optionee, the Option, to the extent unexercised and exercisable
         on the date on which the Optionee's service terminated, may be
         exercised by the Optionee (or the Optionee's guardian or legal
         representative) at any time prior to the expiration of three
         (3) months after the date on which the Optionee's service
         terminated, but in any event no later than the Option
         expiration date.

                        (b)  DEATH.  If the Optionee's service with the
         Company  is terminated because of the death of the Optionee,
         the Option, to the extent unexercised and exercisable on the
         date on which the Optionee's service terminated, may be
         exercised by the  the Optionee's legal representative or other
         person who acquired the right to exercise the Option by reason
         of the Optionee's death at any time prior to the expiration of
         six (6) months after the date on which the Optionee's service
         terminated, but in any event no later than the Option
         Expiration Date.  The Optionee's service shall be deemed to
<PAGE>


         have terminated on account of death if the Optionee dies within
         three (3) months after the Optionee's termination of service.

                        (c)  TERMINATION OF SERVICE.  If the Optionee's
         service with the  Company  terminates for any reason, except
         disability or death, the Option, to the extent unexercised and
         exercisable by the Optionee on the date on which the Optionee's
         service terminated, may be exercised by the Optionee within six
         (6) months after the date on which the Optionee's service
         terminated, but in any event no later than the Option
         Expiration Date.  Notwithstanding the foregoing,  the Company ,
         may in its sole discretion, cancel the  Options if the Optionee
         has been Terminated for Cause (as defined in Section 8.2).

                        (e)  SAME CONDITIONS APPLICABLE TO SAR'S.  The
         same terms and conditions applicable  to Options shall apply to
         the exercisability of SAR's upon the occurrence of (a) - (d)
         above.

                   8.2  TERMINATION FOR CAUSE.  "TERMINATION FOR CAUSE"
         shall mean termination by the  Company  of the Optionee's
         service with  Company  for any of the following reasons: (i)
         theft, dishonesty, or falsification of any employment or
         Company records; (ii) improper use or disclosure of  Company's
         confidential or proprietary information; (iii) the Optionee's
         failure or inability to perform any reasonable assigned duties
         after written notice from Company of, and a reasonable
         opportunity to cure, such failure or inability; (iv) any
         material breach by the Optionee of any employment agreement
         between the Optionee and  Company, which breach is not cured
         pursuant to the terms of such agreement; or (v) the Optionee's
         conviction of any criminal act which impairs  Optionee's
         ability to perform his or her duties with  Company.
         Termination for Cause pursuant to the foregoing shall be
         determined in the sole but reasonably exercised discretion of
         the Company.

                   9.   EFFECT OF TRANSFER OF CONTROL.  Except as
         otherwise provided by the Board in the grant of  an Option or
         SAR, in the event of a Transfer of Control, any Options and
         SAR's outstanding as of the date such Transfer of Control is
         determined to have occurred, and which are not then exercisable
         and vested, shall become fully exercisable and vested to the
         full extent of the original grant; provided, however, in the
         case of any holder of SAR's who is subject to Section 16(b) of
         the Exchange Act, and whose SAR's are not already outstanding
         for at least six months at the date of the Transfer of Control,
         such SAR's shall not become fully exercisable and vested until
         they  have been outstanding for six months.

                   10.  INDEMNIFICATION.  In addition to such other
         rights of indemnification as they may have as members of the
         Board or officers or employees of the  Company , members of the
         Board and any officers or employees of the Company to whom
<PAGE>


         authority to act for the Board is delegated shall be
         indemnified by the Company against all reasonable expenses,
         including attorneys' fees,  incurred in connection with the
         defense of any action, suit or proceeding, or in connection
         with any appeal therein, to which they or any of them may be a
         party by reason of any action taken or failure to act under or
         in connection with the Plan, Option, or any right granted
         hereunder, and against all amounts in settlement thereof
         (provided such settlement is approved by independent legal
         counsel selected by the Company) or paid  in satisfaction of a
         judgment in any such action, suit or proceeding, except in
         relation to matters as to which it shall be adjudged in such
         action, suit or proceeding that such person is liable for gross
         negligence, bad faith or intentional misconduct in duties;
         provided, however, that within sixty (60) days after the
         institution of such action, suit or proceeding, such person
         shall offer to the Company, in writing, the opportunity at its
         own expense to handle and defend the same.  Without limiting
         the generality of the foregoing, Company will pay the expenses
         (including reasonable counsel fees) of defending any such
         claim, action, suit or proceeding in advance of its final
         disposition, upon receipt of such person's  written agreement
         to repay all amounts advanced if it should ultimately be
         determined that such person  is not entitled to be indemnified
         under this Section.

                   11.  TERMINATION OR AMENDMENT OF PLAN.  The Board,
         without further approval of the shareholders, may terminate or
         amend this Plan at any time in any respect as the Board deems
         advisable, subject to any required stockholder or regulatory
         approval and to any conditions established by the terms of such
         amendment, provided that in no event shall the Plan be amended
         more than once every six (6) months other than to comply with
         changes in any applicable law or governmental regulation in the
         Code, the Employee Retirement Income Security Act, or the rules
         promulgated by the Securities and Exchange Commission.  In any
         event, no termination or amendment of the Plan may adversely
         affect any then outstanding Option or SAR  or any unexercised
         portion thereof, without the consent of the Optionee, unless
         such termination or amendment is required to enable an Option
         designated as an Incentive Stock Option to qualify as an
         Incentive Stock Option or is necessary to comply with any
         applicable law or government regulation.

                   12.  DISSOLUTION OF COMPANY.  Upon the dissolution of
         the Company, the Plan shall terminate and any and all Options
         previously granted shall lapse on the date of such dissolution.

                   13.  RIGHTS AS SHAREHOLDERS.   No Optionee,  nor any
         beneficiary or other person claiming through an Optionee, shall
         have any interest in any shares of Stock allocated for the
         purposes of the Plan or subject to any Option or SAR until such
         shares of  Stock shall have been issued to the Optionee or such
         beneficiary or other  person.  Furthermore, the existence of
<PAGE>


         the Options or the SAR's shall not affect the right or power of
         the Company or its shareholders to make adjustments,
         recapitalization, reorganizations, or other changes in the
         Company's capital structure or its business; issue bonds,
         debentures, preferred or prior preference stocks affecting the
         Stock of the Company or the rights thereof; dissolve the
         Corporation or sell or transfer any part of its assets or
         business; or do any other corporate act, whether of a similar
         character or otherwise.

                   14.  GOVERNING  LAW.  The validity, interpretation,
         and administration of the Plan and of any rules, regulations,
         determinations, or decisions made thereunder, and the rights of
         any and all persons having or claiming to have any interest
         therein or thereunder, shall be determined exclusively in
         accordance with the laws of the State of Florida, without
         giving effect to choice of law provisions.  Without limiting
         the generality of the foregoing, the period within which any
         action in connection with the Plan must be commenced shall be
         governed by the laws of the State of Florida, without regard to
         the place where the act or omission complained of took place or
         the residence of any party to such action.

                   15.  ARBITRATION.  Any action brought in connection
         with the Plan or an Option Agreement shall be settled
         exclusively by binding arbitration conducted in the City of
         Tampa, Florida in accordance with the commercial rules of the
         American Arbitration Association then in effect (the "Rules"),
         by a single, independent arbitrator selected by the Company and
         the other party to the action.  If the parties cannot agree on
         an arbitrator, within thirty (30) days of the commencement of
         an arbitration proceeding hereunder, either party may request
         that the American Arbitration Association select an arbitrator,
         with experience in law relating to option plans, in accordance
         with the Rules.  The decision of the arbitrator shall be final
         and binding.  Judgment upon the award rendered by the
         arbitrator may be entered in any court having jurisdiction
         thereof.  The cost of any arbitration proceeding conducted
         hereunder shall be borne equally between the parties unless
         otherwise determined by the arbitrator.

                   16.  SHAREHOLDER APPROVAL.  The Plan or any increase
         in the maximum number of shares of Stock issuable thereunder as
         provided in Section 3.1 (the "MAXIMUM SHARES") shall be
         approved by the shareholders of the Company within twelve (12)
         months of the date of adoption thereof by the Board.  Options
         granted prior to shareholder approval of the Plan or in excess
         of the Maximum Shares previously approved by the shareholders
         shall become exercisable no earlier than the date of
         shareholder approval of the Plan or such increase in the
         Maximum Shares, as the case may be.
<PAGE>


                   IN WITNESS WHEREOF, the undersigned Secretary of the
         Company certifies that the foregoing Home  Shopping Network,
         Inc. 1996 Stock Option Plan for Employees was duly adopted by
         the Board on  February 12, 1996.


                                       ________________________________
                                       Secretary






                                                           EXHIBIT 99.04

                           HOME SHOPPING NETWORK, INC.
                   1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS



         I.   Purpose

                   It is the belief of the management of Home Shopping
         Network, Inc. (the "Company") that the Board of Directors will
         effect decisions and render guidance to the Company which
         materially enhance the economic growth of the Company and
         provide material benefit to the Company.  Accordingly,
         management believes that Directors should be afforded the
         opportunity to participate in the Company's growth by acquiring
         the Company's Common Stock on a regular basis.  By providing
         this opportunity through the adoption of this Stock Option Plan
         for Outside Directors (the "Plan"), it is the intention of the
         Company to give appropriate recognition to these individuals
         who will have continuing responsibility for the Company's
         growth and profitability.

         II.  Eligibility

                   The only persons eligible to receive options (the
         "Options") for the Company's common stock, $.01 par value
         ("Stock") under the Plan shall be the Company's existing and
         future Directors who are not also employees of the Company.

         III. Shares Subject to the Plan

                   The maximum number of shares of Stock which may be
         issued upon exercise of Options granted under the Plan and
         under the
 Company's 1996 Stock Option Plan for Employees shall
         not exceed 18,700,000 shares.  If any Option expires or
         terminates prior to being fully exercised, any shares of Stock
         allocable to the unexercised portion of such Option may again
         be issued subject to the terms of the Plan.

                   Appropriate adjustments shall be made in the number
         of shares of Stock available under the Plan and in the Option
         price per share to give effect to adjustments necessary as a
         result of a merger, consolidation, recapitalization,
         reclassification, combination, stock dividend, stock split or
         other relevant change in the capital structure of the Company.
         Such adjustments shall be determined by the Board of Directors
         in their good faith determination; to the maximum extent
         possible, such adjustments shall be consistent with adjustments
         made to options granted under the Company's 1996 Stock Option
         Plan for Employees.

         IV.  Terms and Conditions

                   (a)  Grant of Options.  Subject to the provisions of
         the Plan, Directors of the Company shall be granted
<PAGE>


         Nonqualified Stock Options for the purchase of shares of Stock
         as set forth in the Plan.

                   (b)  Option Agreement.  Each Option shall be
         evidenced by a written agreement between the Company and the
         Director specifying the number of shares of Stock that may be
         exercised by its purchase, and containing such other terms and
         provisions as may be approved by the Board of Directors.

                   (c)  Date of Grant.  The date on which an Option is
         granted shall be: (1) the first day upon which a Director who
         is not also an employee is first elected to the Board of
         Directors, or (2) the date on which an Option is issued in
         substitution for an option previously granted under the Plan or
         an Option previously granted that is subsequently amended, or
         (3) the anniversary of the date on which a Director was elected
         to the Board of Directors.

                   (d)  Option Price.  Each Option Agreement shall state
         the purchase price of each share of Stock which may be acquired
         upon exercising the Option, which price shall be the fair
         market value of each share as of the Date of Grant.  Fair
         Market Value shall be deemed to be the closing price of the
         shares on the New York Stock Exchange, Inc. (or any other
         national securities exchange on which the shares are traded) on
         the trading day preceding the Date of Grant.

                   (e)  Number of Shares Granted.

                        (1)  Each Director shall receive a Nonqualified
         Stock Option to purchase 5,000 shares of Stock automatically on
         the date specified in paragraph (c) of this Article IV,
         exercisable in accordance with the provisions of paragraph (f)
         (1) of this Article IV.

                        (2)  Each Director shall receive a Nonqualified
         Stock Option to purchase an additional 5,000 shares of Stock
         automatically on the date that such Director commences his
         second year of service as a director, and an additional 5,000
         shares on the date that he commences each year of service as a
         director thereafter.

                   (f)  Option Period and Restrictions of Exercise

                        (1)  The Options granted pursuant to paragraph
         (e) shall be exercisable in the following manner for the
         periods specified:  Options for 1,668 shares of the Stock shall
         first become exercisable on the date the Options are granted
         and must be fully exercised within five years from that date.
         Options for an additional 1,666 shares of the Stock shall
         become exercisable on the first and second anniversary of the
         date the Options were granted; such Options must be exercised
         within five years from the date they first become exercisable.
<PAGE>


                   Any Options which are not exercised within the five
         year periods specified above shall expire.

                   (g)  Manner of Exercise.  Subject to the conditions
         and restrictions contained in paragraph IV (h) below, the
         Option shall be exercised by delivering written notice of
         exercise to the Secretary or Treasurer of the Company.  Such
         notice is irrevocable and must be accompanied by payment in
         cash and a signed Option exercise form.

                   (h)  Payment of Option Exercise Price.

                        (1)  Forms of Consideration Authorized.  Except
         as otherwise provided below, payment of the exercise price for
         the number of shares of Stock being purchased pursuant to any
         Option shall be made (i) in cash, by check, or cash equivalent,
         (ii) by tender to the Company of shares of Stock owned by the
         Optionee having a Fair Market Value (as determined by the
         Company without regard to any restrictions on transferability
         applicable to such stock by reason of federal or state
         securities laws or agreements with an underwriter for the
         Company) not less than the exercise price, (iii) by the
         assignment of the proceeds of a sale or loan with respect to
         some or all of the shares being acquired upon the exercise of
         the Option (including, without limitation, through an exercise
         complying with the provisions of Regulation T as promulgated
         from time to time by the Board of Governors of the Federal
         Reserve System) (a "Cashless Exercise"), or (iv) by any
         combination thereof.


                        (2)  Tender of Stock.  Notwithstanding the
         foregoing, an Option may not be exercised by tender to the
         Company of shares of Stock to the extent such tender of Stock
         would constitute a violation of the provisions of any law,
         regulation or agreement restricting the redemption of the
         Company's stock.  An Option may not be exercised by tender to
         the Company of shares of Stock unless such shares either have
         been owned by the Optionee for more than six (6) months.

                        (3)  Cashless Exercise.  The Company reserves,
         at any and  all times, the right, in the Company's sole and
         absolute discretion, to establish, decline to approve or
         terminate any program or procedures for the exercise of Options
         by means of a Cashless Exercise.

                   (i)  Tax Withholding.  The Company shall have the
         right, but not the obligation, to deduct from the shares of
         Stock issuable upon the exercise of an Option, or to accept
         from the Optionee the tender of, a number of whole shares of
         Stock having a Fair Market Value, as determined by the Company,
         equal to all or any part of the federal, state, local and
         foreign taxes, if any, required by law to be withheld by the
         Company with respect to such Option exercise.  Alternatively,
<PAGE>


         or in addition, in its sole discretion, the Company shall have
         the right to require the Optionee, through cash payment or
         otherwise, including by means of a Cashless Exercise, to make
         adequate provision for any such tax withholding obligations of
         the Company arising in connection with the Option exercise.
         The Company shall have no obligation to deliver shares of
         Stock, money or to release shares of Stock from an escrow
         established pursuant to the Option Agreement until the
         Company's tax withholding obligations have been satisfied by
         the Optionee.

                   (j)  Transferability and Termination of Option.  Each
         Option granted hereunder may be exercised only by the
         individual to whom it is issued and only during the period in
         which he or she is serving as an outside Director of the
         Company or within the thirty (30) day period following his or
         her resignation or other termination of such service for any
         reason other than death.  If such holder dies before fully
         exercising any portion of an option then exercisable, such
         Option may be exercised by such holder's legal
         representative(s), heir(s) or devisee(s) at any time within the
         six (6) month period following his or her death.

                   (k)  Director Becoming Employee.  In the event that
         an outside Director becomes a full-time employee of the
         Company, the outside Director shall not forfeit the Options
         granted pursuant to this Plan.  However, the outside Director
         shall have to satisfy all other terms and provisions of this
         Plan with respect to the Options granted hereunder.

                   (l)  Modification or Substitution of Options.
         Subject to the terms and conditions and within the limitations
         of the Plan, the members of the Board of Directors who are not
         eligible to participate in the Plan may modify outstanding
         Options granted under the Plan or accept the surrender and
         cancellation of outstanding Options and authorize the granting
         of new Options in substitution therefor.  The foregoing
         notwithstanding, no modification, cancellation or substitution
         of an Option pursuant to this section shall alter or impair any
         rights or obligations under any Option theretofore granted
         under the Plan and no modification, cancellation or
         substitution may serve to increase the aggregate number of
         securities which may be issued under the Plan.

         V.   Effective Date and Term of Plan; Shareholder Approval

                   Subject to the  approval of the Plan by an
         affirmative vote of the holders of a majority of the Company's
         outstanding stock entitled to vote thereon at the Annual
         Meeting of Shareholders to be conducted on May 9, 1996, the
         effective date of the Plan shall be May 10, 1996, and it shall
         remain in existence for a period of ten years thereafter.  In
         the event of shareholder rejection of the Plan, any Option
         granted hereunder shall be void and of no legal effect.  No
<PAGE>


         Option may be  granted subsequent to the expiration date of the
         Plan, but Options then outstanding shall be exercisable in
         accordance with the terms hereof.

                   Any increase in the maximum number of shares of Stock
         issuable hereunder as provided in Article III (the "Maximum
         Shares") shall be approved by the shareholders of the Company
         within twelve (12) months of the date of adoption thereof by
         the Board.  Options granted prior to shareholder approval of
         the Plan, or in excess of the Maximum Shares previously
         approved by the shareholders, shall become exercisable no
         earlier than the date of shareholder approval of the Plan or
         such increase in the Maximum Shares, as the case may be.

                   On the Effective Date of the Plan, it shall supersede
         the 1986 Stock Option Plan for Outside Directors, which shall
         terminate on that date.

         VI.  Amendment

                   The Board of Directors may at any time suspend or
         discontinue the Plan, but no amendment shall be authorized
         without shareholder approval which (i) materially increases the
         benefits accruing to participants under the Plan; (ii)
         materially increases the number of securities which may be
         issued under the Plan, except as otherwise provided in Article
         III; or (iii) materially modifies the requirements as to
         eligibility for participation in the Plan.

         VII. Rights as Shareholders

                   No Optionee,  nor any beneficiary or other person
         claiming through an Optionee, shall have any interest in any
         shares of Stock allocated for the purposes of the Plan or
         subject to any Option  until such shares of  Stock shall have
         been issued to the Optionee or such beneficiary or other
         person.  Furthermore, the existence of the Options shall not
         affect the right or power of the Company or its shareholders to
         make adjustments, recapitalization, reorganizations, or other
         changes in the Company's capital structure or its business;
         issue bonds, debentures, preferred or prior preference stocks
         affecting the  Stock of the Company or the rights thereof;
         dissolve the Corporation or sell or transfer any part of its
         assets or business; or do any other corporate act, whether of a
         similar character or otherwise.

         VIII.     Choice of Law

                   The validity, interpretation, and administration of
         the Plan and of any rules, regulations, determinations, or
         decisions made thereunder, and the rights of any and all
         persons having or claiming to have any interest therein or
         thereunder, shall be determined exclusively in accordance with
         the laws of the State of Florida, without giving effect to
<PAGE>


         choice of law principles thereof.  Without limiting the
         generality of the foregoing, the period within which any action
         in connection with the Plan must be commenced shall be governed
         by the Laws of the State of Florida without regard to the place
         where the act or omission complained of took place or the
         residence of any party to such action.  Any action in
         connection with the Plan must be brought in the State of
         Florida, in the County of Pinellas or Hillsborough.


                   IN WITNESS WHEREOF, the undersigned Secretary of the
         Company certifies that the foregoing Home Shopping Network,
         Inc. 1996 Stock Option Plan for Outside Directors was duly
         adopted by the Board on February 12, 1996.


                                       ____________________________
                                       Secretary








                                                           EXHIBIT 99.05

                           HOME SHOPPING NETWORK, INC.

                       1986 Stock Option Plan For Employees


         This is the 1986 Stock Option/Stock Appreciation Rights Plan
         for Employees (the "Plan") of Home Shopping Network, Inc. (the
         "Corporation"), a Delaware corporation with its principal of-
         fices in Clearwater, Florida.  The Plan has provisions under
         which options may be granted to full-time employees of the Cor-
         poration and its subsidiaries from time to time purchase shares
         of the Corporation's common stock, or that in lieu of exercis-
         ing an Option, the employee may elect to exercise a Stock Ap-
         preciation Right (SAR), subject to the limitations, provisions,
         and requirements hereinafter set forth.

         I.  Plan Objectives

              The Plan is intended to provide a method whereby full-time
              employees of the Corporation and its subsidiaries who are
              largely responsible for the management, growth, and pro-
              tection of the business, and who are making and can con-
              tinue to make substantial contributions to the success of
              the Corporation, may be encouraged to acquire stock owner-
              ship in the Corporation.  This ownership increases plan
              members' proprietary interest in the business, provides
              them with greater incentive for their continued employ-
              ments, and promotes
 the interests of the Corporation and
              all its shareholders.  Stock Appreciation Rights serve to
              further align the interests of management with the inter-
              ests of shareholders by offering a stock-related compensa-
              tion vehicle.

              Stock options granted under the Plan may be designated by
              the Stock Option Committee of the Corporation's Board of
              Directors (the "Committee") at its election as either In-
              centive Stock Options or Nonqualified Stock Options.  Such
              designation as to whether an option is either an Incentive
              Stock Option or Nonqualified Stock Option shall be made on
              the date of grant, each evidenced by a separate written
              instrument.


         II.  Plan Definitions

              The following definition will be established with the Plan
              text, and unless the text indicates otherwise, shall have
              the meanings set forth below.
<PAGE>



                   "Board" means the Board of Directors of the Corpora-
                   tion.

                   "Code" means the Internal Revenue Code of 1954, as
                   amended.

                   "Committee" means the Stock Option Committee of the
                   Board, which is the designated administrator of the
                   Plan.

                   "Common Stock" means the Corporation's common stock,
                   at $.01 par value per share, or such other class of
                   shares or securities as to which the provisions of
                   the Plan may be applicable.

                   "Fair Market Value" when used in connection with Com-
                   mon Stock on a certain date, means the reported clos-
                   ing price of the Common Stock based on the composite
                   of transactions as reported on the American Stock
                   Exchange (as published by the Wall Street Journal, if
                   published) on the day prior to such date, or if the
                   Common Stock was not traded on such date, on the next
                   preceding day on which the Common Stock was traded
                   thereon.

                   "Grant Date" as used in reference to a particular
                   Option, means the date which such Option is granted
                   by the Committee pursuant to the Plan.

                   "Grantee" means the individual to whom an Option is
                   granted by the Committee pursuant to the Plan.

                   "Incentive Stock Option" means an Option that quali-
                   fies as an Incentive Stock Option as described in
                   Section 422A of the Code.

                   "Nonqualified Stock Option" means any Option granted
                   under the Plan other than an Incentive Stock Option.

                   "Option" means an option granted by the Committee
                   pursuant to the Plan to purchase shares of Common
                   Stock, which may be designated as either an Incentive
                   Stock Option or a Nonqualified Stock Option.

                   "Option Period" means the period beginning on the
                   Grant Date and ending on the day prior to the tenth
                   anniversary of the Grant Date or such shorter ending
                   date as set by the Committee on the Grant Date.



                                       -2-
<PAGE>



                   "Stock Appreciation Right (SAR)" means the right,
                   granted by the Committee pursuant to Section VII of
                   the plan, to receive payment equal to the subsequent
                   increases in the Fair Market Value of a share of Com-
                   mon Stock.


         III.  Administration of the Plan - the Committee

              (a)  Appointment of the Committee

                        The Plan shall be administered by the Stock Op-
                        tion Committee of the Board of Directors.  The
                        Committee shall never have less than three mem-
                        bers, all of whom shall be "disinterested per-
                        sons" within the meaning of rule 16b-3 of the
                        Securities Exchange Act of 1934, as amended from
                        time to time.  No member of the Committee shall
                        be eligible to receive Options or SARs pursuant
                        to the Plan during the period which they serve
                        on the Committee.

              (b)  Committee Powers

                        The Committee shall administer the Plan.  Fur-
                        ther, it shall have full power to construe and
                        interpret the Plan, establish rules for the
                        Plan's administration, determine the persons
                        eligible to receive Options and SARs, and grant
                        Options and SARs to eligible persons.

              (c)  Committee Action

                        A majority of the members of the Committee shall
                        constitute a quorum for the transaction of busi-
                        ness.  All actions by the Committee at a meeting
                        shall be the vote of a majority of those present
                        at such meeting, but any action may be taken by
                        the Committee without a meeting upon written
                        consent signed by all members of the Committee.
                        Members of the Committee may participate in a
                        meeting by means of a conference telephone or
                        similar communications equipment with which all
                        persons participating in the meeting can hear
                        each other.

              (d)  Committee Determinations Conclusive

                        All determinations of the Committee as to which
                        persons shall receive Options and SARs, which


                                       -3-
<PAGE>



                        Options are to be designated as Incentive Stock
                        Options, and the number of shares pursuant to
                        each Option and SAR granted, shall be final,
                        binding, and conclusive for all persons inter-
                        ested in the Plan.

                        The determination of the Committee as to the
                        construction or interpretation of any terms and
                        provisions of the Plan, including whether and
                        when there has been a termination of an
                        employee's employment, shall be final, binding,
                        and conclusive upon all persons.


         IV.  Shares Subject to the Plan

              The aggregate number of shares of Common Stock with re-
              spect to which Options and SARs may be granted shall not
              exceed 400,000 shares of Common Stock (the "Reserved
              Shares"), subject tot he adjustment in accordance with
              Section IX of the Plan.  In the event that any Option or
              SAR expires, lapses, or otherwise terminates prior to be-
              ing fully exercised, any shares of Common Stock allocable
              to the unexercised portion of such Option or SAR may again
              be made subject to an Option or SAR.


         V.  Eligibility

              (a)  Eligible Employees

                        Options and SARs shall be granted only to per-
                        sons who are key management employees of the
                        Corporation or its subsidiaries as determined by
                        the Committee.  Directors or employees who are
                        not full-time employees of the Corporation or
                        its subsidiaries are not eligible to participate
                        in the Plan.

              (b)  No Right of Employment

                        Nothing in the Plan or in any Option or SAR
                        granted shall confer any right on an employee to
                        continue in the employe of the Corporation or
                        its subsidiaries or shall interfere in any way
                        with the right of the corporation or its subsid-
                        iaries to terminate such employee's employment
                        at any time.




                                       -4-
<PAGE>



         VI.  Options

              (a)  Grant of Options

                        The Committee may from time to time, subject to
                        the provisions of the Plan, grant to employees
                        of the Corporation or its subsidiaries either
                        Incentive Stock Options or Nonqualified Stock
                        Options, or both, for the purchase of shares of
                        Common stock allotted in accordance with Section
                        IV.  At the time of grant, the Committee may
                        designate any Option as either an Incentive
                        Stock Option or a Nonqualified Stock Option, but
                        must make such designation by the Grant Date.
                        Any Option not designated as an Incentive Stock
                        Option will be a Nonqualified Stock Option and
                        must satisfy the requirements of Section VI(b)
                        and (c), but shall not be subject to the re-
                        quirements of section VI(d).

              (b)  Option Requirements

                   (i)    An Option shall be evidenced by a written in-
                          strument specifying the number of shares of
                          Common stock that may be purchased by its
                          exercise and containing such terms and condi-
                          tions consistent with the Plan as the Commit-
                          tee shall determine.  There shall be a sepa-
                          rate written instrument for each Incentive
                          Stock Option and each Nonqualified Stock Op-
                          tion.

                   (ii)   An Option shall not be granted on or after the
                          tenth anniversary of the date upon which the
                          Plan was adopted by the Committee.

                   (iii)  An Option shall not be exercisable after the
                          expiration of the Option Period.

                   (iv)   The Option price per share of Common Stock
                          shall be equal to the Fair Market Value of a
                          share of Common Stock on the Grant Date.

                   (v)    An Option shall not be transferable other than
                          by will or the laws of descent and distribu-
                          tion.  During the Grantee's lifetime, an Op-
                          tion shall be exercisable only by the Grantee,
                          except as otherwise provided herein.  The Com-
                          mittee may permit the transfer, upon Grantee's
                          death, to beneficiaries designated by the


                                       -5-
<PAGE>



                          Grantee and may permit the exercise, during
                          Grantee's lifetime, by Grantees's guardian or
                          legal representative, provided that the Com-
                          mittee determines that such transfer and such
                          exercise are consonant with requirements for
                          exemption form Section 16(b) of the Securities
                          Exchange Act of 1934, as amended, and, with
                          respect to an Incentive Stock Option, the re-
                          quirements of Section 422A(b)(5) of the Code.

                   (vi)   In the event of voluntary termination of em-
                          ployment at the election of the employee or
                          termination for cause at the election of the
                          Corporation or its subsidiaries, all Options
                          shall lapse forthwith.

                   (vii)  A person electing to exercise an Option shall
                          give written notice, in such form as the Com-
                          mittee may require, of such election to the
                          Corporation and shall tender to the Corpora-
                          tion the full purchase price for the shares of
                          Common Stock for which the election is made.
                          Payment of the purchase price shall be made in
                          cash or in such other form as the Corporation
                          may approve, including shares of Common Stock
                          of the Corporation valued at the Fair Market
                          Value on the date of exercise of the Option.

              (c)  Nonqualified Stock Option Requirements

                        In the event of retirement or the termination of
                        employment due to total and permanent dis-
                        ability, a Nonqualified Stock Option shall lapse
                        at the earlier of the end of the Option Period
                        or at the end of a period of time after the date
                        of such retirement or termination equal to one
                        month for each full or partial year of employ-
                        ment with the Corporation or its subsidiaries of
                        its subsidiaries from the most recent date of
                        employment.

              (d)  Incentive Stock Option Requirements

                   (i)    An Option designated by the Committee as an
                          Incentive Stock Option is intended to qualify
                          as an "Incentive Stock Option" within the
                          meaning of Subsection (b) of Section 422A of
                          the Code and shall satisfy, in addition to the
                          conditions of Section VI(b) of the Plan, the
                          conditions set forth in this Section VI(d).


                                       -6-
<PAGE>



                   (ii)   An Incentive Stock Option shall not be granted
                          to an individual who, on the Grant Date, owns
                          stock possessing more than ten percent of the
                          total combined voting power of all classes of
                          stock of the Corporation.  For purposes of
                          this subparagraph VI(d)(ii), in determining
                          stock ownership, an individual shall be con-
                          sidered as owning the stock owned, directly or
                          indirectly, by or for his or her brothers and
                          sisters, spouse, ancestors, and lineal descen-
                          dants.  Stock owned, directly or indirectly,
                          by or for a corporation, partnership, estate,
                          or trust shall be considered as being owned
                          proportionately by or for its shareholders,
                          partners, or beneficiaries.  Stock with re-
                          spect to which an individual holds an Option
                          shall not be counted.  "Outstanding stock"
                          shall include all stock actually issued and
                          outstanding immediately after the grant of the
                          Option.  "Outstanding stock" shall not include
                          shares authorized for issue under outstanding
                          options held by the Grantee or by any other
                          person.

                   (iii)  An Incentive Stock Option shall not be exer-
                          cisable while there is outstanding (within the
                          meaning of Section 422A(c)(7) of the Code) any
                          other "Incentive Stock Option," within the
                          meaning of Subsection (b) of Section 422A of
                          the Code, which was granted before the grant-
                          ing of the Incentive Stock Option to the
                          grantee to purchase stock in the Corporation.

                   (iv)   The aggregate Fair Market Value, determined on
                          the Grant Date, of the shares of Common Stock
                          with respect to which any Grantee may be
                          granted one or more Incentive Stock Options
                          under the Plan (within the meaning of Subsec-
                          tion (b) of the Section 422A of the Code) in
                          any calendar year shall not exceed $100,000
                          plus any "unused limit carryover" to such
                          year, determined in accordance with Section
                          422A(c)(4) of the Code.  For purposes of this
                          paragraph IV(d)(iv), an "unused limited carry-
                          over" shall be equal to one-half of the excess
                          of (i) $100,000 over (ii) the aggregate fair
                          market value (determined on the date an Option
                          is granted) of the stock for which the Grantee
                          is granted Incentive Stock Options in such
                          year under the Plan.  The unused limit carry-


                                       -7-
<PAGE>


                          over arising in any calendar year may be car-
                          ried over to any of the three consecutive
                          calendar years next following such year but
                          only to the extent not used in any earlier
                          calendar year.  The value of the Common stock
                          for which Incentive Stock Options are granted
                          under the Plan in any calendar year shall be
                          applied first against the basis $100,000 limit
                          for each year and then against any unused
                          limit carryovers which may be carried over to
                          such year in the order of the calendar years
                          in which such carryovers arose.

                   (v)    In the event of retirement, the Incentive
                          Stock Option shall lapse at the earlier of the
                          end of the Option period or three months after
                          the date of retirement.  In the event of ter-
                          mination of employment due to total and perma-
                          nent disability, the Incentive Stock Option
                          shall lapse at the earlier of the end of the
                          Option Period or one year after the date of
                          such termination.


         VII.  Stock Appreciation Rights (SARs)

              (a)  Grant of Stock Appreciation Rights

                   In relation to any Option granted, the Committee may
                   grant an SAR with respect to each share of Common
                   Stock that may be purchased by the exercise of the
                   Option.  The grant of each SAR shall be subject to
                   the same terms and provisions as to the underlying
                   Option.

              (b)  Exercise of Stock Appreciation Rights

                   In lieu of exercising an Option, a Grantee may elect
                   to exercise an SAR for each Option granted, if such
                   grant had SARs attached in relationship with that
                   grant.  Upon exercising the SAR, the Corporation
                   shall pay the amount, if any, by which the Fair
                   Market Value of a share of Common Stock on the date
                   of exercise exceeds the Fair Market Value of a share
                   of Common Stock on the Grant Date.  The exercise of
                   an SAR shall cancel the Option associated with that
                   grant.





                                       -8-
<PAGE>



              (c)  Payment of Stock Appreciation Rights

                   The payment for SARs shall be made in shares of Com-
                   mon Stock, valued at Fair Market Value on the date of
                   exercise or, at the sole discretion of the Committee,
                   in cash, or partly in cash and partly in shares of
                   Common Stock.

              (d)  Requirements of Stock Appreciation Rights

                   Stock Appreciation Rights (SARs) granted in relation
                   to an Option shall be exercisable only to the extent
                   that the Option is exercisable.  Stock Appreciation
                   Rights (SARs) shall be evidenced by a written instru-
                   ment containing such terms and consistent with the
                   underlying Option and the Plan as the Committee shall
                   determine.  A Grantee electing to exercise SARs shall
                   give written notice, in such form as the Committee
                   may require, of such election to the Corporation.

              (e)  Lapse of an Option

                   The lapse of an Option to purchase any number of
                   shares of Common Stock shall cause a corresponding
                   reduction in the same number of related SARs.

              (f)  Nontransferability of Stock Appreciation Rights

                   Stock Appreciation Rights (SARs) shall not be trans-
                   ferable other than by will or the laws of descent and
                   distribution and, during the Grantee's lifetime, the
                   SARs shall be exercisable only by the Grantee; ex-
                   cept, that the Committee may permit:

                     (i)  exercise, during Grantee's lifetime, by a
                          guardian or legal representative; or

                    (ii)  transfer, upon Grantee's death, to benefi-
                          ciaries designated by the Grantee in a manner
                          authorized by the Committee, provided that the
                          Committee determines that such exercise or
                          such transfer is consonant with requirements
                          for exemption from Section 16(b) of the Secu-
                          rities Exchange Act of 1934, as amended.


         VIII.  Modification, Extension, or Renewal of Option

              Subject to the terms and conditions and within the limita-
              tions of the Plan, the Committee may modify, extend, or


                                       -9-
<PAGE>



              renew outstanding Options or SARs granted under the Plan
              or accept the surrender of outstanding Options or SARs (to
              the extent not theretofore exercised) and authorize the
              granting of new Options or SARs in substitution therefore.
              Without limiting the generality of the foregoing, the Com-
              mittee may grant to Grantee, if he or she is otherwise
              eligible and consents thereto, a new or modified Option or
              SAR in lieu of an outstanding Option or SAR for a number
              of shares, at an exercise price and for a term which are
              greater or lesser than under the earlier Option or SAR, or
              may do so by cancellation and regrant, amendment, substi-
              tution, or otherwise, subject only to the general limita-
              tions and conditions of the Plan.  The foregoing notwith-
              standing, no modification of an Option or SAR shall,
              without the consent of the Grantee, alter or impair any
              rights or obligations under any Option or SAR theretofore
              granted under the Plan.


         IX.  Changes in Capitalization

              (a)  Adjustment Provisions

                   In the event that:

                     (i)  a recapitalization, reclassification, split-
                          up, or consolidation of Common Stock is ef-
                          fected;

                    (ii)  the outstanding shares of Common Stock are
                          exchanged, in connection with a merger or con-
                          solidation of the Corporation or a sale by the
                          Corporation of all or a part of its assets,
                          for a different number or class of shares of
                          stock or other securities of the Corporation
                          or for shares of the stock or other securities
                          of any other corporation;

                   (iii)  new, different, or additional shares or other
                          securities of the Corporation or of another
                          corporation are received by the holders of
                          Common Stock; or

                    (iv)  any distribution is made to the holders of
                          Common Stock other than a cash dividend;

                   then the Committee shall make the appropriate adjust-
                   ments to:




                                       -10-
<PAGE>



                     (i)  the number and class of shares or other secu-
                          rities that may be issued pursuant to the
                          exercise of Options;

                    (ii)  the purchase price to be paid per share under
                          outstanding Options; and

                   (iii)  the number of shares covered by each outstand-
                          ing Option.

              (b)  Dissolution

                   Upon the dissolution of the Corporation, the Plan
                   shall terminate and all Options previously granted
                   shall lapse on the date of such dissolution.


         X.  Legal Restrictions

              The Corporation will not be obligated to issue shares of
              Common Stock if counsel to the Corporation determines that
              such issuance would violate any law or regulation of any
              governmental authority or any agreement between the
              Corporation and any national securities exchange upon
              which the Common Stock is listed.  In connection with any
              stock issuance or transfer, the person acquiring the
              shares shall, if requested by the Corporation, give
              assurances satisfactory to counsel to the Corporation
              regarding such matters as the Corporation may deem desir-
              able to assure compliance with all legal requirements.
              The Corporation shall in no event be obliged to take any
              action in order to cause the exercise of any Option or
              SAR.


         XI.  Rights as Shareholders

              No Grantee, nor any beneficiary or other person claiming
              through a Grantee, shall have any interest in any shares
              of Common Stock allocated for the purpose of the Plan or
              subject to any Option or SAR until such shares of Common
              Stock shall have been issued to the Grantee or such per-
              son.  Furthermore, the existence of the Options or the
              SARs shall not affect the right or power of the Corpora-
              tion or its shareholders to make adjustments, recapital-
              izations, reorganizations, or other changes in the
              Corporation's capital structure or its business; issue
              bonds, debentures, preferred or prior preference stocks
              affecting the Common Stock of the Corporation or the
              rights thereof; dissolve the Corporation or sell or trans-


                                       -11-
<PAGE>



              fer any part of its assets or business; or do any other
              corporate act, whether of a similar character or other-
              wise.


         XII.  Choice of Law

              The validity, interpretation and administration of the
              Plan and of any rules, regulations, determinations, or
              decisions made thereunder, and the rights of any and all
              persons having or claiming to have any interest therein or
              thereunder, shall be determined exclusively in accordance
              with the laws of the State of Florida.  Without limiting
              the generality of the foregoing, the period within which
              any action in connection with the Plan must be commenced
              shall be governed by the Laws of the State of Florida
              without regard to the place where the act or omission com-
              plained of took place, the residence of any party to such
              action, or the place where the action may be brought.


         XIII.  Amendment, Suspension, or Termination of the Plan

              The Committee may at any time terminate, suspend, or amend
              the Plan; however, no amendment shall, without the ap-
              proval of shareholders of the Corporation:

                (i)  increase the aggregate number of shares which may
                     be issued in connection with Options or SARs;

               (ii)  change the Option exercise price;

              (iii)  increase the maximum period during which Options or
                     SARs may be exercised;

               (iv)  extend the effective date of the Plan; or

                (v)  materially modify the requirements as to eligibil-
                     ity for participation in the Plan.


         XIV.  Duration of the Plan

              No Option shall be granted under the Plan after July 31,
              1996.  Options granted before that date shall remain valid
              thereafter in accordance with their terms.






                                       -12-
<PAGE>



         XV.  Effective Date of the Plan

              The Plan was adopted by the Board on August 1, 1986.  It
              will become effective if and when approved by shareholders
              holding a majority of the Corporation's outstanding shares
              represented in person or by proxy and entitled to vote on
              the Plan at the Annual Meeting of Shareholders in 1986.










































                                       -13-
<PAGE>



                           HOME SHOPPING NETWORK, INC.

                              FIRST AMENDMENT TO THE

                       1986 STOCK OPTION PLAN FOR EMPLOYEES



              This is the First Amendment to the 1986 Stock Option Plan
         for Employees (the "Plan") of Home Shopping Network, Inc. (the
         "Corporation"), a Delaware corporation with its principal of-
         fices in Clearwater, Florida.

              Paragraph IV of the Plan is hereby amended to read as fol-
         lows:

              IV  Shares Subject to the Plan

                   The aggregate number of shares of Common Stock with
              respect to which Options and SARs may be granted shall not
              exceed 2,200,000 shares of Common Stock (the "Reserved
              Shares"), subject to the adjustment in accordance with
              Section IX of the Plan.  In the event that any Option or
              SAR expires, lapses or otherwise terminates prior to being
              fully exercised, any shares of Common Stock allocable to
              the unexercised portion of such Option or SAR may again be
              made subject to an Option or SAR.



         Dated this 21st day of November, 1986.
<PAGE>



                           HOME SHOPPING NETWORK, INC.

                             SECOND AMENDMENT TO THE

                       1986 STOCK OPTION PLAN FOR EMPLOYEES



              This is the Second Amendment to the 1986 Stock Option Plan
         for Employees (the "Plan") of Home Shopping Network, Inc. (the
         "Corporation"), a Delaware corporation with its principal
         offices in Clearwater, Florida.

              Paragraph IV of the Plan is hereby amended to read as fol-
         lows:

              IV  Shares Subject to the Plan

                   The aggregate number of shares of Common Stock with
              respect to which Options and SARs may be granted shall not
              exceed 10,000,000 shares of Common Stock (the "Reserved
              Shares"), subject to the adjustment in accordance with
              Section IX of the Plan.  In the event that any Option or
              SAR expires, lapses or otherwise terminates prior to being
              fully exercised, any shares of Common Stock allocable to
              the unexercised portion of such Option or SAR may again be
              made subject to an Option or SAR.



         Dated this 14th day of July, 1987.
<PAGE>



                           HOME SHOPPING NETWORK, INC.

                              THIRD AMENDMENT TO THE
                       1986 STOCK OPTION PLAN FOR EMPLOYEES



              This is the Third Amendment to the 1986 Stock Option Plan
         for Employees (the "Plan") of Home Shopping Network, Inc. (the
         "Corporation"), a Delaware corporation with its principal
         offices in St. Petersburg, Florida.

              Section (vi) of Paragraph (b) of Article VI of the Plan is
         hereby amended to read as follows:

              (vi)  The Committee may, in its sole discretion, cancel
              options granted to an employee whose employment has been
              terminated for cause.  Upon the termination of employment
              other than for cause, options granted under the Plan shall
              be cancelled only to the extent that such options were not
              exercisable as of the date of such termination.

              The effective date of this amendment shall be August 1,
         1986, the effective date of the Plan.

              Adopted this 26th day of September 1988 by the
         Compensation/Benefits Committee of the Board of Directors of
         Home Shopping Network, Inc.
<PAGE>



                                                           EXHIBIT 10.31

                           HOME SHOPPING NETWORK, INC.

                             FOURTH AMENDMENT TO THE
                       1986 STOCK OPTION PLAN FOR EMPLOYEES



              This is the Fourth Amendment to the 1986 Stock Option Plan
         for Employees (the "Plan") of Home Shopping Network, Inc., a
         Delaware corporation (the "Corporation"), with its principal
         offices in St. Petersburg, Florida.

              1.  All references in the Plan to Section 422A of the Code
         shall be changed to Section 422 of the Code.

              2.  Section (iii) of Paragraph (d) of Article VI of the
         Plan is hereby amended to read as follows:

              (iii)  An Incentive Stock Option shall not be exercisable
              while there is outstanding (within the meaning of former
              Subsection 4322A(c)(7) of the Code) any other "Incentive
              Stock Option," within the meaning of Subsection 422(b) of
              the Code, which was granted before the granting of the
              Incentive Stock Option to the grantee to purchase stock in
              the Corporation; provided, however, that the foregoing
              clause requiring that Incentive Stock Options be exercised
              sequentially shall not apply to Incentive Stock options
              granted after the date of this Fourth Amendment, which
              Incentive Stock Options may be exercised without regard to
              previously granted and still outstanding Incentive Stock
              Options.

              3.  Section (iv) of Paragraph (d) of Article VI of the
         Plan is hereby amended to read as follows:

              (iv)  An optionee may hold and exercise more than one In-
              centive Stock Option, but only on the terms and subject to
              the restrictions hereafter set forth.  The aggregate fair
              market value (determined as of the time an Incentive Stock
              Option is granted) of the Common Stock with respect to
              which Incentive Stock Options are exercisable for the
              first time by any employee in any calendar year under the
              Plan and under all other Incentive Stock Option plans of
              the Corporation and any parent and subsidiary corporations
              of the Corporation (as those terms are defined in Section
              425 of the Internal Revenue Code of 1986, as amended)
              shall not exceed $100,000.
<PAGE>



              The effective date of this amendment shall be the date
         adopted.

              Adopted this 16th day of June, 1992 by the Compensation/
         Benefits Committee of Home Shopping Network, Inc.








                                                           EXHIBIT 99.06

                           HOME SHOPPING NETWORK, INC.

                   1986 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS


         I.    Purpose

               It is the belief of the management of Home Shopping Net-
         work, Inc. (the "Corporation") that the Corporate Directors
         will effect decisions and render guidance to the Corporation
         which will materially enhance the stability and economic growth
         of the Corporation.  Accordingly, subject to shareholder ap-
         proval, Directors not also serving as employees of the Corpora-
         tion should be afforded the opportunity to acquire shares of
         authorized common stock on a permissible exercise date.  By
         providing this opportunity through the adoption of a Stock Op-
         tion Plan for Outside Directors (the "Plan"), it is the inten-
         tion of the Corporation to give appropriate recognition to a
         group who will have continuing responsibility for the
         Corporation's growth and profitability.


         II.   Eligibility

               The only persons eligible to receive Options under the
         Plan shall include each of the Corporation's existing and fu-
         ture Directors who are not also employees of the Corporation.


         III.  Shares Subject to the Plan

               The shares which shall be issued and delivered upon exer-
         cise of Options granted under the Plan shall be shares of the
         Corporation's
 common stock.  The maximum number of shares which
         may be issued upon exercise of Options granted under the Plan
         shall not exceed 105,000 shares.  If any Option expires or ter-
         minates prior to being fully exercised, any shares allocable to
         the unexercised portion of such Option may again be made
         subject to the terms of the Plan.

               Appropriate adjustments in the number of shares available
         under the Plan and in the Option price per share shall give
         effect to adjustments made in the number of shares as a result
         of a merger, consolidation, recapitalization, reclassification,
         combination, stock dividend, stock split or other relevant
         change in the capital structure of the Corporation.
<PAGE>



         IV.   Terms and Conditions

               (a)  Grant of Options
                    Subject to the provisions of the Plan, Directors of
                    the Corporation shall be granted Nonqualified Stock
                    Options for the purchase of shares of common stock
                    of the Corporation.

               (b)  Option Agreement
                    Each Option shall be evidenced by a written agree-
                    ment between the Corporation and the Director speci-
                    fying the number of shares of common stock that may
                    be exercised by its purchase.

               (c)  Date of Grant
                    The date on which an option is granted shall be ei-
                    ther:  (1) The date that the Plan has been adopted
                    by the Board of Directors; or (2) The first day upon
                    which a Director who is not also an employee is
                    first elected to the Board of Directors.

               (d)  Option Price
                    Each Option Agreement shall state the purchase price
                    of each share of common stock which may be acquired
                    upon exercising the Option, which price shall be the
                    fair market value of each shares as of the Date of
                    Grant.  Fair Market Value shall be deemed to be the
                    closing price of the shares on the applicable Date
                    of Grant, as published by the national securities
                    exchange on which the shares are traded.  If such
                    price is not published for the Date of Grant, such
                    value shall be deemed to be the closing price on the
                    trading date occurring the nearest to and before the
                    valuation date.

               (e)  Number of Shares Granted
                    Each Director shall receive a Nonqualified Stock
                    Option to purchase 15,000 shares of Common Stock of
                    the Corporation on the date of grant.  This grant
                    shall occur automatically on either:  (1) The date
                    that the Plan has been adopted by the Board of Di-
                    rectors; or (2) The first day upon which a Director
                    who is not also an employee is first elected to the
                    Board of Directors.

               (f)  Option Period and Restrictions of Exercise
                    The 15,000 Option shares shall be exercisable in the
                    following manner for the periods specified:



                                       -2-
<PAGE>



                    -   5,000 Option shares shall first become exercis-
                        able on the date of grant and must be fully ex-
                        ercised within two years from the date granted.
                        The failure to exercise the 5,000 Option shares
                        during this two-year period shall mean that such
                        Options shall be forfeited.

                    -   5,000 Option shares shall become exercisable one
                        year from the date such Option shares were
                        granted and must be exercised within two years
                        from the date such Option shares become first
                        exercisable.  The failure to exercise the 5,000
                        Option shares during this two-year period shall
                        mean that such Options shall be forfeited.

                    -   5,000 Option shares shall become exercisable two
                        years from the date such Option shares were
                        granted and must be exercised within two years
                        from the date such Option shares become first
                        exercisable.  The failure to exercise the 5,000
                        Option shares during this two-year period shall
                        mean that such Options shall be forfeited.

               (g)  Manner of Exercise
                    Subject to the conditions and restrictions contained
                    in paragraph IV(h) below, the Option shall be exer-
                    cised by delivering written notice of exercise to
                    the Corporate Secretary of Home Shopping Network,
                    Inc.  Such notice is irrevocable and must be ac-
                    companied by payment in cash and a signed Option
                    exercise form.  If prior authorization has been ob-
                    tained, payment for the shares may be made by deliv-
                    ery of common stock.

               (h)  Transferability and Termination of Option
                    Each Option granted hereunder may be exercised only
                    by the individual to whom it is issued and only dur-
                    ing the period in which he or she is serving as an
                    outside Director of the Corporation or within the
                    thirty (30) day period following his or her resigna-
                    tion or other termination of such service for any
                    reason other than death.  If such holder dies before
                    fully exercising any portion of an option then exer-
                    cisable, such Option may be exercised by such
                    holder's legal representative(s), heir(s) or
                    devisee(s) at any time within the six (6) month pe-
                    riod following his or her death.

                    In the event that an outside Director becomes a
                    full-time employee of the Corporation, the outside


                                       -3-
<PAGE>



                    Director shall not have to forfeit the 15,000 Option
                    shares granted pursuant to this Plan.  However, the
                    outside Director shall have to satisfy all other
                    terms and provisions of this Plan with respect to
                    the Options granted hereunder.


         V.    Effective Date and Term of Plan

               Subject to the prospective approval of the Plan by an
         affirmative vote of the holders of a majority of the shares
         represented in person or by proxy at the Annual Meeting of
         Shareholders to be conducted on August 14, 1986, the effective
         date of the Plan shall be August 1, 1986, and it shall remain
         in existence for a period of ten years thereafter.  In the
         event of shareholder rejection of the Plan, any Option granted
         hereunder shall be void and of no legal effect.  No Option may
         be granted subsequent to the expiration date of the Plan, but
         Options then outstanding shall be exercisable in accordance
         with the terms hereof.


         VI.   Amendment

               The Board of Directors may at any time suspend or discon-
         tinue the Plan, but no amendment shall be authorized without
         shareholder approval.























                                       -4-
<PAGE>
                 
                                                             Exh. 10-13

                   THIRD AMENDMENT OF THE OUTSIDE DIRECTORS PLAN
                                 October 31, 1991

         Extension of Exercise Period of Outstanding Director Options

               WHEREAS, the terms of the 1986 Stock Option Plan for Out-
         side Directors, as amended (the ("Plan") of the Company permit
         the members of the Board of Directors who are not eligible to
         participate in the Plan to modify existing options;

               WHEREAS, management deems it to be in the best interest
         of the Company to extend the exercise period of all Options
         held by persons who are outside directors on the date hereof;

               NOW, THEREFORE, BE IT RESOLVED, that the exercise period
         of Options held by persons who are outside directors on the
         date hereto shall be extended so that the exercise period for
         each portion of Options if five (5) years.
<PAGE>
          
         
                                                             Exh. 10-13
                                                             
               FOURTH AMENDMENT TO THE HOME SHOPPING NETWORK, INC.
                   1986 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS


               This is the Fourth Amendment to the 1986 Stock Option
         Plan for Outside Directors (the ("Plan") of Home Shopping Net-
         work, Inc., a Delaware corporation (the "Corporation"), with
         its principal offices in St. Petersburg, Florida.

               1.      The number of shares subject to the Plan as
         specified in Article III, Shares Subject to the Plan, of the
         Plan shall be increased to, and shall not exceed 1,630,000.

               2.      Paragraph (e) of Article IV, Terms and Condi-
         tions, of the Plan is hereby deleted in its entirety, and the
         following is substituted in lieu thereof:

               (e)(1)  Each Director shall receive a Nonqualified Stock
                       Option to purchase 90,000 shares of Common Stock
                       of the Corporation automatically on the date
                       specified in paragraph (c) of this Article IV,
                       exercisable in accordance with the provisions of
                       paragraph (f)(1) of this Article IV.

               (e)(2)  Each Director who is commencing his sixth year of
                       service as a director shall receive a Nonquali-
                       fied Stock Option to purchase an additional
                       90,000 shares of Common Stock of the Corporation
                       automatically on the later of (A) the date this
                       Fourth Amendment is adopted by the Corporation's
                       Board of Directors, subject to the proviso con-
                       tained in paragraph 4 of this Fourth Amendment,
                       or (B) the first day upon which a Director who is
                       not also an employee is first elected to the
                       Board of Directors, exercisable in accordance
                       with the provisions of paragraph (f)(2) of this
                       Article IV.

               (e)(3)  Under no circumstances shall a Director pursuant
                       to paragraphs (e)(1) and (e)(2) of this Article
                       IV ever receive a Nonqualified Stock Option or
                       Options for greater than 180,000 shares of the
                       Common Stock of the Corporation.

               (e)(4)  No amendment to this Article IV of the Plan may
                       be made more than once every six months, other
                       than to comport with changes in the Internal Rev-
                       enue Code, the Employee Retirement Income Secu-
                       rity Act, or the rules thereunder.
<PAGE>



               3.      Paragraph (f) of Article IV, Terms and Condi-
         tions, of the Plan is hereby renumbered as paragraph (f)(1),
         and a new paragraph (f)(2) of Article IV of the Plan is hereby
         added as follows:

               (f)(2)  Option Period and Restrictions of Exercise

                       The 90,000 Option shares shall be exercisable in
                       the following manner for the periods specified:

                       18,000 Option shares shall first become exercis-
                       able on the date of grant and must be fully exer-
                       cised within five years from the date granted.
                       The failure to exercise the 18,000 Option shares
                       during this five-year period shall mean that such
                       Options shall be forfeited.

                       18,000 Option shares shall become exercisable one
                       year from the date such Option shares were
                       granted and must be exercised within five years
                       from the date such Option shares become first
                       exercisable.  The failure to exercise the 18,000
                       Option shares during this five-year period shall
                       mean that such Options shall be forfeited.

                       18,000 Option shares shall become exercisable two
                       years from the date such Option shares were
                       granted and must be exercised within five years
                       from the date such Option shares become first
                       exercisable.  The failure to exercise the 18,000
                       Option shares during this five-year period shall
                       mean that such Options shall be forfeited.

                       18,000 Option shares shall become exercisable
                       three years from the date such Option shares were
                       granted and must be exercised within five years
                       from the date such Option shares become first
                       exercisable.  The failure to exercise the 18,000
                       Option shares during this five-year period shall
                       mean that such Options shall be forfeited.

                       18,000 Option shares shall become exercisable
                       four years from the date such Option shares were
                       granted and must be exercised within five years
                       from the date such Option shares become first
                       exercisable.  The failure to exercise the 18,000
                       Option shares during this five-year period shall
                       mean that such Options shall be forfeited.



                                       -2-
<PAGE>



               4.      The effective date of this Fourth Amendment to
         the Plan shall be the date on which this Fourth Amendment is
         approved by the stockholders of the Corporation; provided, how-
         ever, that options (and any shares issued pursuant thereto)
         shall be granted conditionally pursuant to this Fourth Amend-
         ment immediately upon its adoption by the Board of Directors of
         the Corporation so long as stockholder approval is received at
         the next annual meeting of the stockholders.

               DATE adopted by the Board of Directors:  ________________

               DATE approved by the stockholders:       ________________






































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