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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TICKETMASTER GROUP, INC.
______________________________________________________________
(Name of Issuer)
Common Stock, no par value
______________________________________________________________
(Title of Class of Securities)
88633U 10 3
______________________________________________________________
(CUSIP Number)
JAMES GALLAGHER
HSN, INC.
1 HSN DRIVE
ST. PETERSBURG, FL 33729
(813) 572-8585
______________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 1997
______________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d--
1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this state-
ment / /. (A fee is not required only if the reporting per-
son: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 4 Pages
This Report on Schedule 13D constitutes Amendment No.
2 ("Amendment No. 2") to the Original Report on Schedule 13D
filed by the Reporting Person on July 28, 1997, as heretofore
amended (as amended, the "Schedule 13D"). Capitalized terms
used and not defined herein have the meanings provided in the
Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information contained in Item 3 of the Schedule
13D is hereby amended by reference to the information set forth
in Item 4 of this Amendment No. 2, which is hereby incorporated
by reference herein.
ITEM 4. PURPOSE OF THE TRANSACTION.
The information contained in Item 4 of the Schedule
13D is hereby amended and supplemented by adding the following
information:
On October 30, 1997, at a meeting of the Board of Di-
rectors of Ticketmaster Group, Inc. ("Ticketmaster"), HSN, Inc.
("HSNi") advised the Ticketmaster Board that the Special Com-
mittee to be formed to review the Proposal should consider only
the HSNi tax-free stock merger transaction set forth in the
Proposal. A copy of the letter in which the Proposal was made
was previously filed as an exhibit to Amendment No. 1 to the
Schedule 13D and is incorporated herein by reference, and the
description herein of the Proposal is qualified in its entirety
by reference to such exhibit.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The information contained in Item 6 of the Schedule
13D, as heretofore amended, is hereby further amended by refer-
ence to the information set forth in Item 4 of this Amendment
No. 2, which is hereby incorporated by reference herein.
Page 2 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
HSN, INC.
By: Jed B. Trosper
Name: Jed B. Trosper
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
October 31, 1997
Page 3 of 4 Pages
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
Exhibit 1 - Stock Exchange Agreement/*/
Exhibit 2 - Letter Agreement/*/
Exhibit 3 - Letter, dated October 23, 1997,
from HSN, Inc. to the Board of
Directors of Ticketmaster Group,
Inc/*/
_____________________
* Previously filed.
Page 4 of 4 Pages