AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1998
                                                     REGISTRATION NO.  333-53093
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                               AMENDMENT NO. 2 TO
                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                               USA NETWORKS, INC.
             (Exact name of Registrant as specified in its charter)

         DELAWARE                     4833                  59-2712887
 (State of incorporation)       (Primary Standard        (I.R.S. Employer
                                   Industrial             Identification
                           Classification Code Number)        Number)

                              152 WEST 57TH STREET
                               NEW YORK, NY 10019
                                  (212) 314-7300
          (Address, including zip code, and telephone number, including area
           code, of the Registrant's principal executive offices)

                               --------------------
                              THOMAS J. KUHN, ESQ.
          SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                               USA NETWORKS, INC.
                              152 WEST 57TH STREET
                               NEW YORK, NY 10019
                                  (212) 314-7300
  (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                               --------------------
                                   Copies to:

                             Pamela S. Seymon, Esq.
                         Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                               New York, NY 10019
                                 (212) 403-1000

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |_|

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
 TITLE OF EACH CLASS      AMOUNT        PROPOSED        PROPOSED      AMOUNT OF
                                         MAXIMUM         MAXIMUM
  OF SECURITIES TO        TO BE      OFFERING PRICE     AGGREGATE   REGISTRATION
    BE REGISTERED     REGISTERED (1)    PER SHARE    OFFERING PRICE   FEE (1)(3)
                                                           (2)

================================================================================
Common Stock, $.01
  par value per share   20,599,991         N/A        $482,526,440     $142,345
================================================================================

(1)This Registration Statement relates to securities of the Registrant issuable
   to holders of Common Stock of Ticketmaster Group, Inc., an Illinois
   corporation, in the proposed merger of a wholly owned subsidiary of the
   Registrant with and into Ticketmaster Group, Inc. and is based on 18,294,841
   shares of Ticketmaster Group, Inc. Common Stock outstanding (including vested
   and unvested options and other securities exchangeable for shares of
   Ticketmaster Common Stock and excluding shares of Ticketmaster Common Stock
   owned by the Registrant) on June 23, 1998.

(2)Estimated solely for purposes of calculating the registration fee in
   accordance with Rule 457(f)(1) under the Securities Act of 1933, as amended,
   on the basis of the market value of Ticketmaster Group, Inc. Common Stock to
   be received by the Registrant in the proposed merger, calculated in
   accordance with Rule 457(c) on the basis of the average of the high and low
   prices reported for such securities by The Nasdaq Stock Market on May 18,
   1998 in connection with the initial filing by the Registrant.

(3)Pursuant to Rule 457(b) under the Securities Act, $141,136 of the
   registration fee was paid on May 1, 1998 in connection with the filing of the
   preliminary proxy materials and on May 19, 1998 in connection with the
   initial filing by the Registrant.

- --------------------------------------------------

      THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================





      The purpose of Amendment No. 2 is to increase the number of Registrant's
shares covered by the Registration Statement from 20,424,990 to 20,599,991, due
to the granting by Ticketmaster after the date of the initial Registration
Statement of additional options to acquire shares of Ticketmaster Common Stock,
which upon the merger will become exercisable (when and if vested) for shares of
the Registrant's Common Stock. The contents of the Registration Statement
(Commission File No. 333-53093), as previously amended, are incorporated herein
by reference.


                                      II-1



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 June 24, 1998.

                                       USA NETWORKS, INC.

                                       By:/s/ Barry Diller*
                                          --------------------------
                                                 Barry Diller
                                           Chairman of the Board and
                                            Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 24, 1998.

                SIGNATURE                                 TITLE

           /s/ Barry Diller*               Chairman of the Board, Chief
       --------------------------            Executive Officer and Director
             Barry Diller                    


        /s/ Victor A. Kaufman*             Office of the Chairman, Chief
       --------------------------             Financial Officer and Director
           Victor A. Kaufman                  (Principal Financial Officer)


          /s/ Michael Durney*              Controller (Chief Accounting
       --------------------------            Officer)
            Michael Durney                  


                                           Director
       --------------------------
             Paul G. Allen


       /s/ Frank J. Biondi, Jr.*           Director
       --------------------------
         Frank J. Biondi, Jr.


       /s/ Edgar Bronfman, Jr.*            Director
       --------------------------
          Edgar Bronfman, Jr.


                                      II-2

          /s/ James G. Held*               Director
      --------------------------
           James G. Held


      /s/ Robert W. Matschullat*           Director
      --------------------------
         Robert W. Matschullat


         /s/ Samuel Minzberg*              Director
      --------------------------
            Samuel Minzberg


         /s/ William D. Savoy*             Director
      --------------------------
           William D. Savoy


      /s/ H. Norman Schwarzkopf*           Director
     --------------------------
         H. Norman Schwarzkopf


        /s/ Richard E. Snyder*             Director
     --------------------------
           Richard E. Snyder


*By:    /s/  Thomas J. Kuhn
     --------------------------
            Thomas J. Kuhn
           Attorney-in-fact


                                      II-3



                                INDEX TO EXHIBITS

  EXHIBIT
  NUMBER                           DESCRIPTION                          PAGE

    2.1     Agreement and Plan of Merger by and among the
               Registrant, Brick Acquisition Corp. and
               Ticketmaster Group, Inc., dated as of March 20,
               1998 (attached as Appendix A to the Proxy
               Statement/Prospectus contained in the
               Registration Statement).............................

    2.2     Investment Agreement among Universal Studios, Inc.,
               the Registrant, Home Shopping Network, Inc. and
               Liberty Media Corporation, dated as of October
               19, 1997, as amended and restated as of December
               18, 1997, filed as Appendix A to the Registrant's
               Definitive Proxy Statement, January 12, 1998, is
               incorporated herein by reference....................

    3.1     Restated Certificate of Incorporation of the
               Registrant, filed as Exhibit 3.1 to the
               Registrant's Form 8-K, February 23, 1998, is
               incorporated herein by reference....................

    3.2     Amended and Restated By-Laws of the Registrant,
               filed as Exhibit 3.1 to the Registrant's Form
               8-K, January 9, 1998, is incorporated herein by
               reference...........................................

    4.1     Form of Specimen Certificate for the Registrant's
               Common Stock, filed as Exhibit 4.6 to the
               Registrant's Form 10-K, December 31, 1997, is
               incorporated herein by reference....................

    5.1     Opinion of Wachtell, Lipton, Rosen & Katz, regarding
               the legality of the securities being issued.........

   *8.1     Opinion of Wachtell, Lipton, Rosen & Katz, regarding
               certain tax matters.................................

   *8.2     Opinion of Shearman & Sterling, regarding certain
               tax matters.........................................

   10.1     Form of Governance Agreement among the Registrant,
               Universal Studios, Inc., Liberty Media
               Corporation and Barry Diller, dated as of October
               19, 1997, filed as Appendix B to the Registrant's
               Definitive Proxy Statement, January 12, 1998, is
               incorporated herein by reference....................

   10.2     Form of Stockholders Agreement among Universal
               Studios, Inc., Liberty Media Corporation, Barry
               Diller, the Registrant and The Seagram Company
               Ltd., dated as of October 19, 1997, filed as
               Appendix C to the Registrant's Definitive Proxy
               Statement, January 12, 1998, is incorporated
               herein by reference.................................

   10.3     Amended and Restated Limited Liability Company
               Agreement of USANi LLC, dated as of February 12, 1998, filed as
               Exhibit 10.59 to the Registrant's Form 10-K, December 31, 1997,
               is incorporated herein by
               reference.................................

   10.4     Exchange Agreement dated as of October 19, 1997 by
               and among the Registrant, Universal Studios, Inc.
               (and certain of its subsidiaries) and Liberty
               Media Corporation (and certain of its
               subsidiaries), filed as Exhibit 10.60 to the
               Registrant's Form 10-K, December 31, 1997, is
               incorporated herein by reference....................

   10.5     Cooperation, Non-Competition and Confidentiality
               Agreement by and between the Registrant and
               Fredric D. Rosen, dated March 9, 1998, filed as
               Exhibit 6 to Amendment No. 4 to the Registrant's
               report on Schedule 13D for Ticketmaster Group,
               Inc., March 23, 1998, is incorporated herein by
               reference...........................................


                                      II-4


EXHIBIT
  NUMBER                           DESCRIPTION                          PAGE

   23.1     Consent of Wachtell, Lipton, Rosen & Katz (included
               in Exhibit 5.l and Exhibit 8.1).....................

   23.2     Consent of Shearman & Sterling (included in Exhibit
               8.2)................................................

   23.3     Consent of Deloitte & Touche LLP.......................

   23.4     Consent of Ernst & Young LLP...........................

   23.5     Consent of Ernst & Young LLP...........................

   23.6     Consent of KPMG Peat Marwick LLP.......................

   23.7     Consent of KPMG Peat Marwick LLP.......................

   23.8     Consent of Price Waterhouse LLP........................

   23.9     Consent of Price Waterhouse LLP........................

 *23.10     Consent of Salomon Smith Barney........................

  *24.1     Power of Attorney......................................

  *99.1     Form of Proxy Card.....................................

- ------------

      *  Previously filed.
                                                                     Exhibit 5.1

                 [Letterhead of Wachtell, Lipton, Rosen & Katz]





                                  June 24, 1998



USA Networks, Inc.
152 West 57th Street
New York, NY  10019

                  Re:   Registration Statement (Amendment No. 2)
                        on Form S-4 of USA Networks, Inc.

Members of the Board:

            We are acting as special counsel to USA Networks, Inc., a Delaware
corporation ("USAi"), in connection with the above-captioned Registration
Statement, as amended through Amendment No. 2 thereto, filed by USAi with the
Securities and Exchange Commission (the "Registration Statement") with respect
to the shares of common stock, par value $.01 per share (the "USAi Common
Stock"), proposed to be issued in connection with the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of March 20, 1998, attached as
Appendix A of the Proxy Statement, by and among USAi, Brick Acquisition Corp.,
an Illinois corporation and subsidiary of USAi ("Merger Sub"), and Ticketmaster
Group, Inc., an Illinois corporation ("Ticketmaster"), pursuant to which Merger
Sub will be merged with and into Ticketmaster with Ticketmaster being the
surviving corporation and a subsidiary of USAi (the "Merger").

            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 USAi
and Merger Sub, and other instruments, and such matters of law and fact as we
have deemed necessary to render the opinion contained herein.




USA Networks, Inc.
June 24, 1998
Page 2

            Based upon and subject to the foregoing, we are of the opinion that
the USAi Common Stock being registered under the Registration Statement, when
issued pursuant to the Merger following approval of the Merger Agreement, 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 and to the
reference to our firm under the caption "LEGAL MATTERS" in the Proxy
Statement/Prospectus contained therein. 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,

          
                                   Wachtell, Lipton, Rosen & Katz

                                                                    Exhibit 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Amendment No. 2 to
Registration Statement No. 333-53093 of USA Networks, Inc. (formerly HSN,
Inc. and Silver King Communications, Inc.) on Form S-4, pertaining to the
registration of common stock of USA Networks, Inc. for issuance to holders of
common stock of Ticketmaster Group, Inc., of our report dated July 2, 1996
appearing in the Annual Report on Form 10-K of USA Networks, Inc. for the
year ended December 31, 1997 and to the reference to us under the heading
"Experts" in the Proxy Statement/Prospectus, which is part of such
Registration Statement.

/s/  Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Tampa, Florida
June 23, 1998

                                                                    Exhibit 23.4

                          CONSENT OF ERNST & YOUNG LLP

We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our report dated March 13, 1998, with respect to
the consolidated financial statements and schedule of USA Networks, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1997,
incorporated by reference in the Proxy/Prospectus of Ticketmaster Group, Inc.
that is made a part of Amendment No. 2 to the Registration Statement (Form S-4
No. 333-53093) of USA Networks, Inc. for the registration of 20,599,991 shares
of its common stock.


                                   /s/  Ernst & Young LLP


New York, New York
June 19, 1998

                                                                    Exhibit 23.5

              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our report dated February 24, 1998 (except for
Note 13, as to which the date is April 10, 1998), with respect to the
consolidated financial statements and to our consent dated April 23, 1998 with
respect to the financial statement schedule of Ticketmaster Group, Inc. included
in its Annual Report (Form 10-K) at January 31, 1998 and for the year then
ended, in the Proxy Statement of Ticketmaster Group, Inc. that is made a part of
Registration Statement related to the Prospectus of USA Networks, Inc. for the
registration of 20,599,991 shares of its common stock.


                                        /s/  Ernst & Young


Los Angeles, California
June 22, 1998

                                                                    Exhibit 23.6

[Letterhead of KPMG Peat Marwick]



                          CONSENT OF KPMG PEAT MARWICK

The Board of Directors
USA Networks, Inc.

We consent to the use of our report dated February 24, 1995 incorporated herein 
by reference.


                                        /s/ KPMG Peat Marwick LLP
                                            KPMG Peat Marwick LLP


New York, New York
June 19, 1998




                                                                    Exhibit 23.7

                        CONSENT OF KPMG PEAT MARWICK LLP

The Boards of Directors
Ticketmaster Group, Inc.:
USA Networks, Inc.:

We consent to the incorporation by reference in USA Networks, Inc.'s Amendment
No. 2 to Form S-4 (Registration Statement No. 333-53093) of our report dated
March 12, 1997, with respect to the consolidated financial statements of
Ticketmaster Group, Inc. as of January 31, 1997 and for each of the years in the
two year period then ended, which report appears in the Annual Report (Form
10-K) of Ticketmaster Group, Inc. for the year ended January 31, 1998, and to
the reference to our firm under the heading "Experts" in the Proxy
Statement/Prospectus, which is part of such registration statement.

 
                                     /s/  KPMG Peat Marwick LLP

Los Angeles, California
June 23, 1998


                                                                    Exhibit 23.8

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of Amendment No. 2 to the Registration Statement on Form S-4
of USA Networks, Inc. of our report dated February 21, 1997 relating to the
financial statements of USA Networks appearing on page H-7 in HSN, inc's
(subsequently renamed USA Networks, Inc.) proxy statement dated January 12,
1998. We also consent to the reference to us under the heading "Experts" in such
Prospectus.


                                   /s/  Price Waterhouse LLP


PRICE WATERHOUSE LLP

June 19, 1998
New York, NY


                                                                    Exhibit 23.9

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of Amendment No. 2 to the Registration Statement on Form S-4
of USA Networks, Inc. of our report dated December 8, 1997 relating to the
combined financial statements of Universal Television Group, appearing on Page
I-9 of HSN, inc's (subsequently renamed USA Networks, Inc.) proxy statement
dated January 12, 1998. We also consent to the reference to us under the heading
"Experts" in such Prospectus.


                                   /s/  Price Waterhouse LLP


PRICE WATERHOUSE LLP

June 19, 1998
Century City, California