SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                   SCHEDULE 13D

                    Under the Securities Exchange Act of 1934*

                                    HSN, INC.
                 (formerly named Silver King Communications, Inc.)      
                                 (Name of Issuer)

                        Common Stock, par value $.01 per share          
                            (Title of Class of Securities)

                                  40429R 10 9                           
                                  (CUSIP Number)

         Stephen M. Brett, Esq.        Pamela S. Seymon, Esq.
         Senior Vice President         Wachtell, Lipton, Rosen & Katz
           and General Counsel         51 West 52nd Street
         Tele-Communications, Inc.     New York, New York 10019
         5619 DTC Parkway              (212) 403-1000
         Englewood, CO  80111          
         (303) 267-5500                                                 
             (Name, Address and Telephone Number of Person Authorized
                      to Receive Notices and Communications)

                                December 20, 1996                       
             (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 person:
         (1) has a previous statement on file reporting beneficial own-
         ership 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 less than five per-
         cent 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.  

         *The remainder of this cover page should be filled out for a
         reporting person's initial filing on this form with respect to
         the subject class of securities, and for any subsequent amend-
         ment containing information which would alter disclosures pro-
         vided in a prior cover page.  

         The information required on the remainder of this cover page
         shall not be deemed to be "filed" for the purpose of Section 18
         of the Securities Exchange Act of 1934 ("Act") or otherwise
         subject to the liabilities of that section of the Act but shall
         be subject to all other provisions of the Act (however, see the
         Notes).

         *NOTE:    THIS STATEMENT CONSTITUTES AMENDMENT NO. 2 OF A RE-
                   PORT ON SCHEDULE 13D OF BDTV INC.,  AMENDMENT NO. 6
                   OF A REPORT ON SCHEDULE 13D OF EACH OF BARRY DILLER
                   AND THE REPORTING GROUP (AS DEFINED IN ITEM 2) AND
                   AMENDMENT NO. 8 OF A REPORT ON SCHEDULE 13D OF TELE-
                   COMMUNICATIONS, INC.
<PAGE>


    CUSIP No. 40429R 10 9
                                                                         
         (1)  Names of Reporting Persons S.S. or I.R.S. Identification
              Nos. of Above Persons

              Tele-Communications, Inc.
              84-1260157
                                                                         
         (2)  Check the Appropriate Box if a Member of a Group
                                                              (a)  [X]
                                                              (b)  [ ]
                                                                         
         (3)  SEC Use Only
                                                                         
         (4)  Source of Funds 

                   OO   
                                                                         
         (5)  Check if Disclosure of Legal Proceedings is Required Pursu-
              ant to Items 2(d) or 2(e)    [  ]
                                                                         
         (6)  Citizenship or Place of Organization

              Delaware
                                                                         
     Number of       (7)    Sole Voting Power           0 shares
    Shares Bene-                                                         
      ficially       (8)    Shared Voting Power         23,380,094 shares
     Owned by                                                            
    Each Report-     (9)    Sole Dispositive Power      0 shares
     ing Person                                                          
       With          (10)   Shared Dispositive Power    23,380,094 shares
                                                                         
         (11)  Aggregate Amount Beneficially Owned by Each Reporting Per-
               son

               23,380,094 shares
                                                                         
         (12)  Check if the Aggregate Amount in Row (11) Excludes Certain
               Shares  [X]
               Excludes shares beneficially owned by the executive offic-
               ers and directors of TCI.  See Item 5.  Excludes options
               to purchase an aggregate of 6,379,385 shares of Common
               Stock granted to Mr. Diller, none of which are currently
               vested or exercisable and none of which become exercisable
               within 60 days.
                                                                         
         (13)  Percent of Class Represented by Amount in Row (11)

                                 39.5%
               Because each share of Class B Stock generally is entitled
               to ten votes per share while the Common Stock is entitled
               to one vote per share, the Reporting Persons may be deemed
               to beneficially own equity securities of the Company rep-
               resenting approximately 77.8% of the voting power of the
               Company.
                                                                         
         (14)  Type of Reporting Person (See Instructions)    
                                 CO 


                                Page 2 of 20 Pages
<PAGE>


    CUSIP No. 40429R 10 9
                                                                         
         (1)   Names of Reporting Persons S.S. or I.R.S. Identification
               Nos. of Above Persons

               Barry Diller      
                                                                         
         (2)  Check the Appropriate Box if a Member of a Group
                                                           (a)        [X]
                                                           (b)        [ ]
                                                                         
         (3)  SEC Use Only
                                                                         
         (4)  Source of Funds 

                        OO
                                                                         
         (5)  Check if Disclosure of Legal Proceedings is Required Pursu-
              ant to Items 2(d) or 2(e)          [  ]
                                                                         
         (6)  Citizenship or Place of Organization

              United States
                                                                         
     Number of     (7)   Sole Voting Power            0 shares
    Shares Bene-                                                         
      ficially     (8)   Shared Voting Power          23,380,094 shares
     Owned by                                                            
    Each Report-   (9)   Sole Dispositive Power       0 shares
     ing Person                                                          
       With        (10)  Shared Dispositive Power     23,380,094 shares
                                                                         
         (11)  Aggregate Amount Beneficially Owned by Each Reporting Per-
               son

               23,380,094 shares
                                                                         
         (12)  Check if the Aggregate Amount in Row (11) Excludes Certain
               Shares  [X]
               Excludes shares beneficially owned by the executive offic-
               ers and directors of TCI.  See Item 5.  Excludes options
               to purchase an aggregate of 6,379,385 shares of Common
               Stock granted to Mr. Diller, none of which are currently
               vested or exercisable and none of which become exercisable
               within 60 days.  
                                                                         
         (13)  Percent of Class Represented by Amount in Row (11)

                             39.5%
               Because each share of Class B Stock generally is entitled
               to ten votes per share while the Common Stock is entitled
               to one vote per share, the Reporting Persons may be deemed
               to beneficially own equity securities of the Company rep-
               resenting approximately 77.8% of the voting power of the
               Company.
                                                                         
         (14)  Type of Reporting Person (See Instructions)
                             IN 


                                Page 3 of 20 Pages
<PAGE>

    CUSIP No. 40429R 10 9
                                                                         
         (1)   Names of Reporting Persons S.S. or I.R.S. Identification
               Nos. of Above Persons

               BDTV INC.
               84-1260157
                                                                         
         (2)   Check the Appropriate Box if a Member of a Group
                                                      (a)  [X]
                                                      (b)  [ ]
                                                                         
         (3)   SEC Use Only
                                                                         
         (4)   Source of Funds 
                                                                         
         (5)   Check if Disclosure of Legal Proceedings is Required Pur-
               suant to Items 2(d) or 2(e)       [  ]
                                                                         
         (6)   Citizenship or Place of Organization

               Delaware
                                                                         
     Number of     (7)   Sole Voting Power            0 shares
    Shares Bene-                                                         
      ficially     (8)   Shared Voting Power          23,380,094 shares
     Owned by                                                            
    Each Report-   (9)   Sole Dispositive Power       0 shares
     ing Person                                                          
       With        (10)  Shared Dispositive Power     23,380,094 shares
                                                                         
         (11)  Aggregate Amount Beneficially Owned by Each Reporting Per-
               son

               23,380,094 shares
                                                                         
         (12)  Check if the Aggregate Amount in Row (11) Excludes Certain
               Shares  [X]
               Excludes shares beneficially owned by the executive offic-
               ers and directors of TCI.  See Item 5.  Excludes options
               to purchase an aggregate of 6,379,385 shares of Common
               Stock granted to Mr. Diller, none of which are currently
               vested or exercisable and none of which become exercisable
               within 60 days.  
                                                                         
         (13)  Percent of Class Represented by Amount in Row (11)

                             39.5%
               Because each share of Class B Stock generally is entitled
               to ten votes per share while the Common Stock is entitled
               to one vote per share, the Reporting Persons may be deemed
               to beneficially own equity securities of the Company rep-
               resenting approximately 77.8% of the voting power of the
               Company.
                                                                         
         (14)  Type of Reporting Person (See Instructions)    
                             CO 


                                Page 4 of 20 Pages
<PAGE>


    CUSIP No. 40429R 10 9
                                                                         
         (1)   Names of Reporting Persons S.S. or I.R.S. Identification
               Nos. of Above Persons

               BDTV II INC.
                                                                         
         (2)   Check the Appropriate Box if a Member of a Group
                                                      (a)  [X]
                                                      (b)  [ ]
                                                                         
         (3)   SEC Use Only
                                                                         
         (4)   Source of Funds 

                             OO
                                                                         
         (5)   Check if Disclosure of Legal Proceedings is Required Pur-
               suant to Items 2(d) or 2(e)       [  ]
                                                                         
         (6)   Citizenship or Place of Organization

               United States
                                                                         
     Number of     (7)   Sole Voting Power            0 shares
    Shares Bene-                                                         
      ficially     (8)   Shared Voting Power          23,380,094 shares
     Owned by                                                            
    Each Report-   (9)   Sole Dispositive Power       0 shares
     ing Person                                                          
       With        (10)  Shared Dispositive Power     23,380,094 shares
                                                                         
         (11)  Aggregate Amount Beneficially Owned by Each Reporting Per-
               son

               23,380,094 shares
                                                                         
         (12)  Check if the Aggregate Amount in Row (11) Excludes Certain
               Shares  [X]
               Excludes shares beneficially owned by the executive offic-
               ers and directors of TCI.  See Item 5.  Excludes options
               to purchase an aggregate of 6,379,385 shares of Common
               Stock granted to Mr. Diller, none of which are currently
               vested or exercisable and none of which become exercisable
               within 60 days.
                                                                         
         (13)  Percent of Class Represented by Amount in Row (11)

                             39.5%
               Because each share of Class B Stock generally is entitled
               to ten votes per share while the Common Stock is entitled
               to one vote per share, the Reporting Persons may be deemed
               to beneficially own equity securities of the Company rep-
               resenting approximately 77.8% of the voting power of the
               Company.           
                                                                         
         (14)  Type of Reporting Person (See Instructions)    

                         CO 


                                Page 5 of 20 Pages
<PAGE>


                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                  SCHEDULE 13D/A

                                  Statement of 

                            TELE-COMMUNICATIONS, INC.,

                                   BARRY DILLER

                                    BDTV INC.

                                       and

                                   BDTV II INC.

                            Pursuant to Section 13(d) 
                      of the Securities Exchange Act of 1934

                                  in respect of

                                    HSN, INC.
                (formerly named Silver King Communications, Inc.)

                   This Report on Schedule 13D (the "Schedule 13D") re-
         lates to the common stock, par value $.01 per share (the "Com-
         mon Stock"), of HSN, Inc., a Delaware corporation (the "Com-
         pany," which was formerly named Silver King Communications,
         Inc.).  The Report on Schedule 13D originally filed by Tele-
         Communications, Inc., a Delaware corporation ("TCI"), on August
         15, 1994, as amended and supplemented by the amendments thereto
         previously filed with the Commission (collectively, the "TCI
         Schedule 13D"), is hereby amended and supplemented to include
         the information contained herein, and this Report constitutes
         Amendment No. 8 to the TCI Schedule 13D.  In addition, the Re-
         port on Schedule 13D originally filed by each of Mr. Barry
         Diller (the "Barry Diller Schedule 13D") and the Reporting
         Group (the "Reporting Group Schedule 13D") on August 29, 1995,
         as amended and supplemented by the amendments thereto previ-
         ously filed with the Commission, is hereby amended and supple-
         mented to include the information contained herein, and this
         Report constitutes Amendment No. 6 to each of the Barry Diller
         Schedule 13D and the Reporting Group Schedule 13D.  This Report
         on Schedule 13D also constitutes Amendment No. 2 to the Report
         on Schedule 13D of BDTV INC., a Delaware corporation ("BDTV"),
         originally filed with the Commission on August 16, 1996 (the
         "BDTV Schedule 13D").  This Report on Schedule 13D also consti-
         tutes the Original Report (the "BDTV II Schedule 13D") of BDTV
         II INC., a Delaware corporation ("BDTV II").  Barry Diller,
         TCI, BDTV and BDTV II (each, a "Reporting Person") constitute a



                                Page 6 of 20 Pages
<PAGE>


         "group" for purposes of Rule 13d-5 under the Securities Ex-
         change Act of 1934, as amended (the "Exchange Act"), with re-
         spect to their respective beneficial ownership of the Common
         Stock and are collectively referred to as the "Reporting
         Group."  The TCI Schedule 13D, the Barry Diller Schedule 13D,
         the Reporting Group Schedule 13D, the BDTV Schedule 13D and the
         BDTV II Schedule 13D are collectively referred to as the "Sche-
         dule 13D."  Capitalized terms not defined herein have the mean-
         ings provided in the prior Reports on Schedule 13D referred to
         in this paragraph.

                   The summary descriptions contained in this Report of
         certain agreements and documents are qualified in their en-
         tirety by reference to the complete texts of such agreements
         and documents, filed as Exhibits hereto and incorporated herein
         by reference.  Information contained herein with respect to
         each Reporting Person and its executive officers, directors and
         controlling persons is given solely by such Reporting Person,
         and no other Reporting Person has responsibility for the ac-
         curacy or completeness of information supplied by such other
         Reporting Person.

         ITEM 1.   SECURITY AND ISSUER.

                   The information contained in Item 1 of the TCI Sched-
         ule 13D, the Barry Diller Schedule 13D, the BDTV Schedule 13D
         and the Reporting Group Schedule 13D is hereby amended and
         supplemented by adding the following information (and such in-
         formation also constitutes the BDTV II Schedule 13D):

                   In conjunction with their approval of the HSN Merger,
         on December 19, 1996, the stockholders of the Company approved
         an amendment to the Company's Amended and Restated Certificate
         of Incorporation to change the name of the Company to HSN, Inc.
         The principal executive offices of the Company are at 11831
         30th Court North, St. Petersburg, FL  33716.

         ITEM 2.   IDENTITY AND BACKGROUND.

                   The information contained in Item 2 of the TCI Sched-
         ule 13D, the Barry Diller Schedule 13D, the BDTV Schedule 13D
         and the Reporting Group Schedule 13D is hereby amended and sup-
         plemented by adding the following information (and such infor-
         mation also constitutes the BDTV II Schedule 13D):

                   The business address of BDTV II INC. is 1940 Coldwa-
         ter Canyon Drive, Beverly Hills, CA 90210.  BDTV II is a com-
         pany formed by TCI and Mr. Diller to hold Company securities.

                   The name, business address and present principal oc-
         cupation or employment and the name, address and principal bus-
         iness of any corporation or other organization in which such


                                Page 7 of 20 Pages
<PAGE>

         
         employment is conducted of each of the executive officers and
         directors of BDTV II are set forth in Schedule 1 attached
         hereto and incorporated herein by reference.

                   During the last five years, neither BDTV II, nor, to
         the best of BDTV II's knowledge, any of the persons named on
         Schedule 1, has (i) been convicted in a criminal proceeding
         (excluding traffic violations or similar misdemeanors) or (ii)
         been a party to a civil proceeding of a judicial or administra-
         tive body of competent jurisdiction and as a result of such
         proceeding was or is subject to a judgment, decree or final
         order enjoining future violations of, or prohibiting or mandat-
         ing activities subject to, federal or state securities laws or
         finding any violation with respect to such laws.  To the best
         knowledge of BDTV II, each of its executive officers and direc-
         tors is a citizen of the United States, except as specifically
         set forth in Schedule 1 hereto.

                   The name, business address and principal occupation
         or employment and the name, address and principal business of
         any corporation or other organization in which such employment
         is conducted of each of the executive officers and directors of
         TCI are set forth in Schedule 2 attached hereto and incorpo-
         rated herein by reference.  Such Schedule 2 shall supersede all
         prior schedules in this Schedule 13D setting forth such infor-
         mation for TCI.

         ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

                   The information contained in Item 5 of this Schedule
         13D is hereby incorporated by reference herein.


         ITEM 4.   PURPOSE OF THE TRANSACTION.

                   The information set forth in Item 5 of this Schedule
         13D is hereby incorporated by reference herein.


         ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.

                   The information set forth in Item 5 of the TCI Sched-
         ule 13D, the Barry Diller Schedule 13D, the BDTV Schedule 13D
         and the Reporting Group Schedule 13D is hereby amended and sup-
         plemented by adding the following information:

                   The Savoy Merger was approved by Savoy's stockholders
         and the Company's stockholders and consummated on December 19,
         1996 and the HSN Merger was approved by HSN's stockholders and
         the Company's stockholders on December 19, 1996 and was consum-
         mated on December 20, 1996.  Immediately prior to the HSN
         Merger, 739,141 shares of HSN Class B Stock held by Liberty
         HSN, Inc., an indirect, wholly owned subsidiary of TCI ("Lib-
         erty HSN"), were exchanged for an equal number of shares


                                Page 8 of 20 Pages
<PAGE>


         of Class B common stock of House Acquisition Corp. ("House") and
         17,566,702 shares of HSN Common Stock held by Liberty HSN were
         exchanged for a like number of shares of common stock of House.
         Pursuant to the HSN Merger, 19,260,859 shares of HSN Class B
         Stock held by Liberty HSN were converted into 7,809,111 shares
         of Class B Stock, the contingent right to acquire 2,591,752
         shares of Class B Stock and cash in lieu of fractional shares.
         All such shares of House Class B common stock and common stock
         were converted in the HSN Merger into Class B common stock and
         common stock of the surviving corporation.  Pursuant to the
         Exchange Agreement (as defined below), such shares of the sur-
         viving corporation are exchangeable from time to time upon the
         occurrence of certain events for shares of Common Stock and
         Class B Stock of the Company at the same exchange ratios ap-
         plicable to the HSN Common Stock and HSN Class B Stock in the
         HSN Merger, subject to certain adjustments as described in the
         Exchange Agreement. 

                   Also pursuant to the HSN Merger, 100,000 shares of
         HSN Common Stock held by Barry Diller were converted into
         45,000 shares of Common Stock and options to acquire 13,300,000
         shares of HSN Common Stock owned by Mr. Diller were converted
         into options to receive 5,985,000 shares of Common Stock,
         1,496,250 of which are currently vested.  Barry Diller also re-
         ceived options to acquire an additional 625,000 shares of Com-
         mon Stock, which options were granted in November 1995, but
         were subject to consummation of the Savoy Merger and the HSN
         Merger; options to acquire 156,250 of such shares are currently
         vested.  

                   In addition, at the annual meeting of Company stock-
         holders held on December 19, 1996, the stockholders of the Com-
         pany approved an amendment to the Company's Amended and Re-
         stated Certificate of Incorporation which deleted the require-
         ment that the Common Stock and Class B Common Stock vote as
         separate classes on certain fundamental matters presented to
         stockholders of the Company at any time at which there are more
         than 2,280,000 sahres of Class B Common Stock outstanding.
         Based on information provided by the Company, such amendment
         became effective on December 20, 1996.  As a result, the hold-
         ers of Common Stock and Class B Common Stock will vote together
         as a single class on substantially all matters presented to
         stockholders, except with respect to the election of 25% of the
         Company's directors (who shall be voted upon by the holders of
         Common Stock only) and as otherwise provided under Delaware
         law.

                   Following consummation of the HSN Merger and the Sa-
         voy Merger but without giving effect to the exchange of sur-
         viving corporation stock owned by the TCI entities for shares
         of Company stock or to the issuance of shares of Class B Stock
         pursuant to the contingent right of Liberty HSN, the Reporting


                                Page 9 of 20 Pages
<PAGE>


         Group  beneficially owns 12,484,191 shares of Company stock
         (9,809,111 shares of Class B Stock and 2,675,080 shares of Com-
         mon Stock).   Based on the number of shares outstanding of Sa-
         voy, HSN and the Company as of December 12, 1996 and after giv-
         ing effect to the Savoy Merger and the HSN Merger, such shares
         represent approximately 25.8% of the outstanding common equity
         and 71.8% of the outstanding common voting power of the Company
         with respect to matters as to which the holders of Class B
         Stock and Common Stock vote together as a single class.  Assum-
         ing the issuance of all of the Class B Stock issuable pursuant
         to the contingent right and the exchange of all shares of the
         surviving corporation stock held by Liberty HSN for Company
         securities, the Reporting Group estimates that, based on the
         number of shares outstanding of Savoy, HSN and the Company as
         of December 12, 1996 (and after giving effect to the Savoy
         Merger and the HSN Merger), the Reporting Group would benefi-
         cially own approximately 39.5% of the outstanding common equity
         of the Company and shares of Common Stock and Class B Stock
         representing approximately 77.8% of the outstanding common vot-
         ing power with respect to matters as to which the holders of
         Class B Stock and Common Stock vote together as a single class.
         Such amounts do not include shares of Common Stock subject to
         options with respect to 6,379,385 shares of Common Stock held
         by Mr. Diller, none of which is currently vested or currently
         exercisable or becomes exercisable in the next 60 days.

                   On December 20, 1996, following consummation of the
         HSN Merger, pursuant to the Stockholders Agreement, Liberty HSN
         contributed the 7,809,111 shares of Class B Stock it received
         in the HSN Merger to BDTV II and Barry Diller contributed 4
         shares of Common Stock to BDTV II, which contributions consti-
         tuted the initial capitalization of BDTV II.  The certificate
         of incorporation of BDTV II is substantially identical to the
         amended and restated certificate of incorporation of BDTV,
         which was previously filed as an exhibit to this Schedule 13D.

                   The Reporting Group has not reached any definite con-
         clusions concerning its future course of action with respect to
         the Company and the shares of Common Stock and Class B Stock
         beneficially owned by it and will continue to consider all of
         its options.  In reaching any conclusion as to its future
         course of action, each of the TCI entities, Barry Diller, BDTV
         and BDTV II will take into consideration various factors, in-
         cluding, but not limited to, the Company's business and pros-
         pects, other developments concerning the Company, other busi-
         ness opportunities available to each Reporting Person and the
         Reporting Group as a whole, developments with respect to the
         businesses of each Reporting Person, general economic condi-
         tions and money and stock market conditions, including, but not
         limited to, the market price of the Common Stock. 




                               Page 10 of 20 Pages
<PAGE>


                   Each of the TCI entities, Barry Diller, BDTV and BDTV
         II reserves the right, subject to applicable law, to: (i) ac-
         quire additional Common Stock or Class B Stock, in open market
         or privately negotiated transactions or otherwise; (ii) dispose
         of all or a portion of its holding of Common Stock or Class B
         Stock; (iii) continue to hold all or a part of such shares and
         exercise voting control over the Company, or to hold such
         shares as a passive investment; (iv) take other actions which
         could involve one or more of the types of transactions or have
         one or more of the results described in the penultimate para-
         graph of this Item 5; or (v) change its intention with respect
         to any or all of the matters referred to in this Item 5.

                   Other than as described in this Schedule 13D or
         Amendment No. 2 to the Schedule 13E-3 with respect to HSN filed
         by HSN, the Company, TCI, House and Barry Diller dated November
         20, 1996 (which contains the proxy statement/prospectus of the
         Company, HSN, and Savoy with respect to the Savoy Merger and
         the HSN Merger and is incorporated herein by reference), none
         of the TCI entities, Mr.Diller, BDTV or BDTV II nor, to the
         best of their respective knowledge, any of their respective
         executive officers, directors or controlling persons, has any
         present plans or proposals which relate to or would result in:
         (a) the acquisition by any person of additional securities of
         the Company, or the disposition of securities of the Company;
         (b) an extraordinary corporate transaction, such as a merger,
         reorganization or liquidation, involving the Company or any of
         its subsidiaries; (c) a sale or transfer of a material amount
         of assets of the Company or of any of its subsidiaries; (d) any
         change in the present Board of Directors or management of the
         Company, including any plans or proposals to change the number
         or term of directors or to fill any existing vacancies on the
         Board of Directors of the Company; (e) any material change in
         the present capitalization or dividend policy of the Company;
         (f) any other material change in the Company's business or cor-
         porate structure; (g) changes in the Company's charter, by-laws
         or instruments corresponding thereto or other actions which may
         impede the acquisition of control of the Company by any person;
         (h) causing a class of securities of the Company to be delisted
         from a national securities exchange or to cease to be autho-
         rized to be quoted in any inter-dealer quotation system of a
         registered national securities association; (i) a class of eq-
         uity securities of the Company becoming eligible for termina-
         tion of registration pursuant to Section 12(g)(4) of the Ex-
         change Act; or (j) any action similar to any of those enumer-
         ated above.

                   Notwithstanding anything contained herein, each of
         the TCI entities, Barry Diller, BDTV and BDTV II and the Re-
         porting Group as a whole reserves the right, depending on other
         relevant factors, to change their respective intentions with



                               Page 11 of 20 Pages
<PAGE>


         respect to any and all of the matters referred to in this Item
         5.


         ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
                   SHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER

                   The information set forth in Item 6 of the TCI Sched-
         ule 13D, the Barry Diller Schedule 13D, the BDTV Schedule 13D
         and the Reporting Group Schedule 13D is hereby amended and sup-
         plemented by adding the following information:

                   On December 20, 1996, the Company and Liberty HSN
         entered into an Exchange Agreement (the "Exchange Agreement")
         which agreement has substantially the terms and conditions set
         forth in Exhibit C to the HSN Merger Agreement which was previ-
         ously described in and filed as an exhibit to this Schedule
         13D.   The description of the Exchange Agreement in this Sched-
         ule 13D is qualified in its entirety by reference to the Ex-
         change Agreement, which is attached hereto as an Exhibit and
         incorporated herein by reference.


         ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS

              1)   Second Amended and Restated Joint Filing Agreement,
         dated as of December 23, 1996, by and between Tele-Communica-
         ions, Inc., Barry Diller, BDTV Inc. and BDTC II Inc.

              2)   Exchange Agreement, dated as of December 20, 1996, by
         and between Liberty HSN, Inc. and the Company.























                               Page 12 of 20 Pages
<PAGE>


                                    SIGNATURE



                   After reasonable inquiry and to the best of his 
         knowledge and belief, each of the undersigned certifies that
         the information set forth in this statement is true, complete
         and correct.

         Dated:  December 24, 1996


                                       TELE-COMMUNICATIONS, INC.



                                       By:  /s/ Stephen M. Brett
                                          Name:  Stephen M. Brett
                                          Title:  Senior Vice President 
                                                  and General Counsel




                                        /s/ Barry Diller 
                                       Barry Diller



                                       BDTV INC.


                                       By:  /s/ Barry Diller
                                          Name:  Barry Diller
                                          Title:  President



                                       BDTV II INC.


                                       By:  /s/ Barry Diller
                                          Name:  Barry Diller
                                          Title:  President










                               Page 13 of 20 Pages
<PAGE>


                                  EXHIBIT INDEX

                                                        Seq. Pg.  No.

         1.   Written Agreement between TCI             
              and Mr. Diller regarding Joint 
              Filing of Schedule 13D.*

         2.   Definitive Term Sheet regarding           
              Stockholders Agreement, dated 
              as of August 24, 1995, by and 
              between Liberty Media Corporation 
              and Mr. Diller.*

         3.   Definitive Term Sheet regarding           
              Equity Compensation Agreement, 
              dated as of August 24, 1995, by 
              and between the Company and 
              Mr. Diller.*

         4.   Press Release issued by the 
              Company and Mr. Diller, dated 
              August 25, 1995.*

         5.   Letter Agreement, dated November 13,      
              1995, by and between Liberty Media 
              Corporation and Mr. Diller.*

         6.   Letter Agreement, dated November 16,      
              1995, by and between Liberty Media 
              Corporation and Mr. Diller.*

         7.   First Amendment to Stockholders 
              Agreement, dated as of November 27, 
              1995, by and between Liberty Media 
              Corporation and Mr. Diller.*

         8.   Agreement and Plan of Merger, dated 
              as of November 27, 1995, by and among 
              Silver Management Company, Liberty 
              Program Investments, Inc., and Liberty 
              HSN, Inc.*





         _____________________
         *    Previously filed.



                               Page 14 of 20 Pages
<PAGE>


         9.   Exchange Agreement, dated as of 
              November 27, 1995, by and between 
              Silver Management Company and Silver 
              King Communications, Inc.*

         10.  Agreement and Plan of Merger, dated 
              as of November 27, 1995, by and among 
              Silver King Communications, Inc., 
              Thames Acquisition Corp. and Savoy 
              Pictures Entertainment, Inc.*

         11.  Voting Agreement, dated as of 
              November 27, 1995, by and among 
              Certain Stockholders of the Company 
              and Savoy Pictures Entertainment, Inc.*

         12.  Letter Agreement, dated March 22, 
              1996, by and between Liberty Media 
              Corporation and Barry Diller.*

         13.  In re Applications of Roy M. Speer 
              and Silver Management Company, Federal 
              Communications Commission Memorandum 
              and Order, adopted March 6, 1996 and 
              released March 11, 1996.*

         14.  In re Applications of Roy M. Speer 
              and Silver Management Company, 
              Request for Clarification of Silver 
              Management Company, dated April 10, 
              1996.*

         15.  In re Applications of Roy M. Speer 
              and Silver Management Company, Federal 
              Communications Commission Memorandum 
              Opinion and Order and Notice of Apparent 
              Liability, adopted June 6, 1996 and 
              released June 14, 1996.*

         16.  Amended and Restated Joint Filing 
              Agreement of TCI, Mr. Diller and BDTV.*

         17.  Amended and Restated Certificate of 
              Incorporation of BDTV INC.*




         _____________________
         *    Previously filed.



                               Page 15 of 20 Pages
<PAGE>


         18.  Press Release issued by the Company 
              and Home Shopping Network, Inc., 
              dated August 26, 1996.*

         19.  Agreement and Plan of Exchange 
              and Merger, dated as of August 25, 
              1996, by and among the Company, 
              Home Shopping Network, Inc., House 
              Acquisition Corp., and Liberty 
              HSN, Inc.*

         20.  Termination Agreement, dated as of 
              August 25, 1996, among the Company, 
              BDTV INC., Liberty Program Investments, 
              Inc., and Liberty HSN, Inc.*

         21.  Voting Agreement, dated as of 
              August 25, 1996, by and among 
              Certain Stockholders of Home 
              Shopping Network, Inc. and the 
              Company.*

         22.  Voting Agreement, dated as of 
              August 25, 1996, by and among 
              Barry Diller, Liberty Media 
              Corporation, Arrow Holdings, 
              LLC, BDTV INC., and Home Shopping 
              Network, Inc.*

         23.  Letter Agreement, dated as of 
              August 25, 1996, by and between 
              Liberty Media Corporation and 
              Barry Diller.*

         24.  Second Amended and Restated Joint 
              Filing Agreement by and between 
              TCI, Mr. Diller, BDTC Inc. and 
              BDTV II Inc.

         24.  Exchange Agreement, dated as of 
              December 20, 1996, by and between 
              the Company and Liberty HSN, Inc.





         _____________________
         *    Previously filed.



                               Page 16 of 20 Pages
<PAGE>


                                  SCHEDULE 1

            Directors, Executive Officers and Controlling Persons
                         of BDTV II INC. ("BDTV II")

                                                      Principal Business or
                          Principal Occupation        Organization in which
    Name                  and Business Address        such Business is Conducted

    Barry Diller          Chairman of the Board,      Ownership and Operation of
                          Chief Executive Officer     Television Stations
                          and Director of HSN,        
                          Inc., 2425 Olympic Bou-
                          levard, Santa Monica, CA
                          90404; Chairman of the 
                          Board, President and 
                          Director of BDTV and 
                          BDTV II




































                               Page 17 of 20 Pages
<PAGE>


                                     SCHEDULE 2

                Directors, Executive Officers and Controlling Persons
                        of Tele-Communications, Inc. ("TCI")

                                                      Principal Business or
                          Principal Occupation        Organization in which
    Name                  and Business Address        such Business is Conducted

    John C. Malone        Chairman of the Board,      Cable television & tele-
                          President and Chief         communications; & program-
                          Executive Officer &         ming services
                          Director of TCI, 5619 
                          DTC Parkway, Englewood, 
                          CO 80111

    Donne F. Fisher       Consultant & Director of    Cable television & tele-
                          TCI, 5619 DTC Parkway,      communications; & program-
                          Englewood, CO 80111         ming services

    John W. Gallivan      Director of TCI; Chair-     Newspaper publishing
                          man of the Board of 
                          Kearns-Tribune Corpora-
                          tion, 400 Tribune Build-
                          ing, Salt Lake City, UT 
                          84111

    Tony Lee Coelho       Director of TCI; Chair-     Investment Services
                          man of the Board & Chief 
                          Executive Officer of ETC 
                          w/TCI, Inc.; Chairman & 
                          Chief Executive Officer 
                          of Coelho Associates, 
                          L.L.P., 1325 Avenue of 
                          the Americas, 26th 
                          Floor, New York, NY 
                          10019

    Kim Magness           Director of TCI & TCI       Management of personal 
                          Communications, Inc.,       investments
                          Manages various personal 
                          investments, 4000 E. 
                          Belleview, Englewood, CO 
                          80111

    Paul A. Gould         Director of TCI; Manag-     Securities firm
                          ing Director and Execu-
                          tive Vice President of 
                          Allen & Company, Incor-
                          porated, 711 Fifth Ave-
                          nue, New York, NY 10022



                               Page 18 of 20 Pages
<PAGE>


                                                      Principal Business or
                          Principal Occupation        Organization in which
    Name                  and Business Address        such Business is Conducted

    Robert A. Naify       Director of TCI; Presi-     Motion Picture Industry
                          dent and Chief Executive 
                          Officer of Todd-AO Cor-
                          poration, 172 Golden 
                          Gate Avenue, San Fran-
                          cisco, CA 94102

    Jerome H. Kern        Director of TCI; Busi-      Business Consulting:  Law
                          ness Consultant; Senior 
                          Counsel to Baker & 
                          Botts, L.L.P., 5619 DTC 
                          Parkway, Englewood, CO 
                          80111

    J. C. Sparkman        Director of TCI and Con-    Cable television & tele-
                          sultant, 5619 DTC Park-     communications; & program-
                          way, Englewood, CO 80111    ming services

    Gary K. Bracken       Senior Vice President &     Cable television & tele-
                          Controller of TCI Com-      communications; & program-
                          munications, Inc., 5619     ming services
                          DTC Parkway, Englewood, 
                          CO 80111

    Stephen M. Brett      Executive Vice Presi-       Cable television & tele-
                          dent, Secretary & Gen-      communications; & program-
                          eral Counsel of TCI,        ming services
                          5619 DTC Parkway, Engle-
                          wood, CO 80111

    Brendan R. Clouston   Executive Vice President    Cable television & tele-
                          & Chief Operating Officer   communications; & program-
                          of TCI, 5619 DTC Parkway,   ming services
                          Englewood, CO 80111

    Barry Marshall        Executive Vice President    Cable television & tele-
                          of TCI Communications,      communications; & program-
                          Inc., 5619 DTC Parkway,     ming services
                          Englewood, CO 80111

    Larry E. Romrell      Executive Vice President    Cable television & tele-
                          of TCI, 5619 DTC Park-      communications; & program-
                          way, Englewood, CO 80111    ming services







                               Page 19 of 20 Pages
<PAGE>


                                                      Principal Business or
                          Principal Occupation        Organization in which
    Name                  and Business Address        such Business is Conducted

    Bernard W. 
      Schotters, II       Senior Vice President -     Cable television & tele-
                          Finance & Treasurer of      communications; & program-
                          TCI Communications,         ming services
                          Inc., 5619 DTC Parkway, 
                          Englewood, CO 80111

    Robert N. Thomson     Senior Vice President -     Cable television & tele-
                          Government Affairs of       communications; & program-
                          TCI Communications,         ming services
                          Inc., 5619 DTC Parkway, 
                          Englewood, CO 80111

    Fred A. Vierra        Executive Vice President    Cable television & tele-
                          of TCI; Chief Executive     communications; & 
                          Officer of Tele-            programming services
                          Communications Interna
                          tional, Inc., 5619 DTC 
                          Parkway, Englewood, CO 
                          80111

    Peter R. Barton       Executive Vice President    Cable television & 
                          of TCI, 5619 DTC            telecommunications; & 
                          Parkway, Englewood, CO      programming services
                          80111

























                               Page 20 of 20 Pages








                                                              EXHIBIT 23


                SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT



              AMENDED AND RESTATED JOINT FILING AGREEMENT, dated as of
         December 23, 1996, by and between Tele-Communications, Inc., a
         Delaware corporation, Barry Diller, BDTV INC., a Delaware
         corporation and BDTV II INC., a Delaware corporation.

              WHEREAS, each of the parties hereto beneficially owns
         shares of Common Stock or options to purchase shares of Common
         Stock, or shares of Class B Common Stock (collectively, the
         "Company Securities") of HSN, Inc., a Delaware corporation
         formerly named Silver King Communications, Inc. (the
         "Company");

              WHEREAS, the parties hereto constitute a "group" with
         respect to the beneficial ownership of the Company Securities
         for purposes of Rule 13d-1 and Schedule 13D promulgated by the
         Securities and Exchange Commission (the "Schedule 13D"); and

              WHEREAS, Tele-Communications, Inc., Barry Diller and BDTV
         INC. have previously entered into an agreement, dated as of
         August 15, 1996, pursuant to which the parties thereto agreed
         to prepare a single statement containing the information
         required by the Schedule 13D with respect to their respective
         interests in the Company;

              NOW, THEREFORE, the parties hereto agree as follows:

                   1.   The parties hereto shall
 prepare a single
         statement containing the information required by Schedule 13D
         with respect to their respective interests in the Company
         Securities (the "Reporting Group Schedule 13D"), and the
         Reporting Group Schedule 13D shall be filed on behalf of each
         of them.

                   2.   Each party hereto shall be responsible for the
         timely filing of the Reporting Group Schedule 13D and any
         necessary amendments thereto, and for the completeness and
         accuracy of the information concerning him or it contained
         therein, but shall not be responsible for the completeness and
         accuracy of the information concerning any other party
         contained therein, except to the extent that he or it knows or
         has reason to believe that such information is inaccurate.

                   3.   This Agreement shall continue unless terminated
         by any party hereto.

                   4.   Stephen M. Brett, Esq. and Pamela S. Seymon,
         Esq. shall be designated as the persons authorized to receive
         notices and communications with respect to the Reporting Group
         Schedule 13D and any amendments thereto.
<PAGE>


                   5.   This Agreement may be executed in counterparts,
         each of which taken together shall constitute one and the same
         instrument.

              IN WITNESS WHEREOF, the undersigned have executed this
         Agreement as of the date first above written.


                                       TELE-COMMUNICATIONS, INC.



                                       By:  /s/ Stephen M. Brett    
                                           Name:  Stephen M. Brett
                                           Title: Senior Vice President
                                                  and General Counsel


                                           /s/ Barry Diller         
                                       Barry Diller



                                       BDTV INC.



                                       By:   /s/ Barry Diller       
                                           Name:  Barry Diller
                                           Title: President



                                       BDTV II INC.



                                       By:   /s/ Barry Diller       
                                           Name:  Barry Diller
                                           Title: President











                                        2







                                                              EXHIBIT 24









                                EXCHANGE AGREEMENT


                          DATED AS OF DECEMBER 20, 1996

                                  BY AND BETWEEN

                         SILVER KING COMMUNICATIONS, INC.

                                       AND

                                LIBERTY HSN, INC. 
<PAGE>



                                TABLE OF CONTENTS

                                                                    Page

         ARTICLE 1    DEFINITIONS...................................   2

             SECTION 1.1   Defined Terms............................   2
             SECTION 1.2   Additional Defined Terms.................   7


         ARTICLE 2    EXCHANGE OF SHARES............................   8

             SECTION 2.1   Right to Exchange the Exchange Securities
                           8
             SECTION 2.2   Disputes Concerning Occurrence of an Issuance 
                           Event and Available Silver King Amount...  10
             SECTION 2.3   Mechanics of the Exchange................  11


         ARTICLE 3    EXCHANGE RATE ADJUSTMENTS.....................  13

             SECTION 3.1   Exchange Rate Adjustments................  13
             SECTION 3.2   Adjustment for Consolidation or Merger 
                           of Silver King...........................  18
             SECTION 3.3   Notice of Adjustment.....................  19
             SECTION 3.4   Notice of Certain Transactions...........  19
             SECTION 3.5   Exchange Rate Adjustments for Actions of the 
                           Surviving Corporation....................  20


         ARTICLE 4    GENERAL REPRESENTATIONS AND WARRANTIES  
                      OF SILVER KING AND LIBERTY HSN................  20

             SECTION 4.1   Representations and Warranties of Silver King
                           .......................................20
             SECTION 4.2   Representations and Warranties of Liberty HSN
                           .......................................22


         ARTICLE 5    REPRESENTATIONS AND WARRANTIES OF SILVER 
                      KING WITH RESPECT TO EACH EXCHANGE............  22

             SECTION 5.1   Organization and Qualification...........  22
             SECTION 5.2   Authorization of the Exchange............  22
             SECTION 5.3   Validity of Silver King
 Shares, etc. ....  22
             SECTION 5.4   No Approvals or Notices Required; No Conflict 
                           with Instruments.........................  23




                                       -i-
<PAGE>

                                                                    Page

         ARTICLE 6    REPRESENTATIONS AND WARRANTIES OF THE 
                      ELIGIBLE HOLDER WITH RESPECT TO EACH 
                      EXCHANGE......................................  24

             SECTION 6.1   Ownership and Validity of Surviving Exchange 
                           Shares...................................  24
             SECTION 6.2   No Approvals or Notices Required; No Conflict 
                           with Instruments.........................  24

         ARTICLE 7    COVENANTS AND OTHER AGREEMENTS................  25

             SECTION 7.1   Notification of Issuance Event...........  25
             SECTION 7.2   Transfer of Surviving Corporation's Assets
                           and 
                           Liabilities to Subsidiary................  25
             SECTION 7.3   Treatment of Silver King Class B Stock and
                           Silver 
                           King Common Stock upon a Distribution....  26
             SECTION 7.4   Reservation of Silver King Securities....  26
             SECTION 7.5   Certain Obligations Upon Insolvency or
                           Bankruptcy
                           of Surviving Corporation.................  26
             SECTION 7.6   Reasonable Efforts.......................  27
             SECTION 7.7   Notification of Certain Matters..........  28
             SECTION 7.8   Certain Information......................  28
             SECTION 7.9   Additional Covenants.....................  28


         ARTICLE 8    MISCELLANEOUS.................................  31

             SECTION 8.1   Further Assurances.......................  31
             SECTION 8.2   Expenses.................................  31
             SECTION 8.3   Notices..................................  31
             SECTION 8.4   Entire Agreement.........................  32
             SECTION 8.5   Assignment; Binding Effect; Benefit......  32
             SECTION 8.6   Amendment................................  33
             SECTION 8.7   Extension; Waiver........................  33
             SECTION 8.8   Survival.................................  33
             SECTION 8.9   Tax Interpretation.......................  33
             SECTION 8.10  General Interpretation...................  33
             SECTION 8.11  Severability.............................  34
             SECTION 8.12  Counterparts.............................  34
             SECTION 8.13  Applicable Law...........................  34







                                       -ii-
<PAGE>



                                EXCHANGE AGREEMENT

                   EXCHANGE AGREEMENT, dated as of December 20, 1996, by
         and between SILVER KING COMMUNICATIONS, INC., a Delaware
         corporation ("Silver King"), and LIBERTY HSN, INC., a Colorado
         corporation ("Liberty HSN").

                                    RECITALS:

                   WHEREAS, Silver King, House Acquisition Corp., a
         direct subsidiary of Silver King ("Silver Sub"), Home Shopping
         Network, Inc., a Delaware corporation ("HSN") and Liberty HSN
         have entered into an Agreement and Plan of Exchange and Merger
         (the "Merger Agreement"), dated as of August 25, 1996, pursuant
         to which, subject to the terms and conditions contained
         therein, HSN will be merged with and into Silver Sub (the
         "Merger"), with the result that (i) HSN would be the surviving
         corporation in the Merger (the "Surviving Corporation"), (ii)
         HSN would become a subsidiary of Silver King and (iii) the
         stockholders of  HSN would be entitled to receive shares of
         Silver King stock in exchange for their shares of HSN stock,
         subject to certain exceptions with respect to certain shares of
         HSN stock held by Liberty HSN (which are being exchanged for
         shares of Silver Sub prior to the Merger as described below); 

                   WHEREAS, immediately prior to the Pre-Merger Exchange
         (as defined below), Liberty HSN owned 17,566,702 shares of
         Class A Common Stock, par value $.01 per share, of HSN ("HSN
         Common Stock"),  and 20,000,000 shares of Class B Common Stock,
         par value $.01 per share, of HSN ("HSN Class B Stock"), but
         because of limitations based on certain regulations, orders and
         policies of the Federal Communications Commission (the "FCC"),
         Liberty HSN is not permitted to receive all of the shares of
         Silver King stock it would otherwise be entitled to receive in
         exchange for its shares of HSN stock in the Merger;

                   WHEREAS, pursuant to the Merger Agreement,
         simultaneous with the execution of this Agreement and
         immediately prior to the Effective Time of the Merger, Liberty
         HSN is exchanging (the "Pre-Merger Exchange") its 17,566,702
         shares of HSN Common Stock and 739,141 shares of its 20,000,000
         shares of HSN Class B Stock for an equal number of shares of
         common stock and class B common stock of Silver Sub, which
         shares of Silver Sub will be converted in the Merger into an
         equal number of shares of the Surviving Corporation's Common
         Stock and the Surviving Corporation's Class B Common Stock. 

                   WHEREAS, upon consummation of the Merger, Liberty HSN
         will own (subject to certain adjustments as provided in the
         Merger Agreement) 17,566,702 shares of Surviving Common Stock
         and 739,141 shares of Surviving Class B Stock;

                   WHEREAS, subject to the terms and conditions of this
         Agreement, each share of Surviving Common Stock and Surviving
         Class B Stock will be exchanged for a number of shares of
         Silver King Common Stock and Silver King Class B Stock, respec-
         tively, determined in accordance with this Agreement at such
         time and from time to time as Liberty HSN or its permitted
         transferee hereunder is entitled or otherwise permitted under
         FCC Regulations to own the additional Silver King Securities
         issuable  upon the exchange of Surviving Corporation stock.
<PAGE>



                   WHEREAS, it is a condition to the parties' obligation
         to consummate the Merger that Silver King and Liberty HSN have
         entered into this Exchange Agreement; 

                   NOW, THEREFORE, in consideration of the premises and
         the respective representations, warranties, covenants and
         agreements set forth herein, the parties hereto agree as
         follows: 


                                    ARTICLE 1

                                   DEFINITIONS

                   SECTION 1.1  Defined Terms.  The definitions set
         forth in this Article shall apply to the following terms when
         used with initial capital letters in this Agreement.

                   "Agreement to Transfer" shall mean an agreement by a
         holder of Exchange Securities to transfer, directly or
         indirectly, the Silver King Securities issuable upon an
         Exchange of Exchange Securities owned by such holder to one or
         more third parties who are entitled or otherwise permitted to
         Own (in accordance with FCC Regulations) such Silver King
         Securities (including in connection with a public offering of
         Silver King Securities effected pursuant to the Liberty Group's
         demand and piggyback registration rights under the Stockholders
         Agreement).

                   "Available Silver King Amount" shall mean, as of the
         date of determination, the number equal to the difference
         between (x) the maximum number of Silver King Securities which
         the holder of the Exchange Securities or, in the case of an
         Exchange in connection with an Agreement to Transfer, the
         Transferee, would, under the FCC Regulations then in effect,
         then be permitted to Own (in accordance with FCC Regulations),
         and (y) the number of Silver King Securities then Owned (for
         purposes of the FCC Regulations) by such holder of Exchange
         Securities or such Transferee, as applicable, in each case,
         giving effect to the voting power of the stock Owned or to be
         Owned by such holder. 

                   "Available Surviving Share Amount" shall mean as of
         the date of determination, the aggregate number of shares of
         Surviving Common Stock and or Surviving Class B Stock which may
         be exchanged at the then applicable Exchange Rate for shares of
         Silver King Common Stock and/or Silver King Class B Stock, as
         applicable, in each case, rounded down to the nearest whole
         number, which number of shares of Surviving Common Stock and/or
         Surviving Class B Stock (or such combination thereof as is
         chosen by the holder seeking to exchange such Exchange
         Securities) will result in the issuance to such holder upon
         such exchange of the Available Silver King Amount of Silver
         King Securities. 

                   "BDTV" shall have the meaning assigned to such term
         in the Stockholders Agreement.

                   "BDTV II" shall have the meaning assigned to such
         term in the Stockholders Agreement.

                   "BDTV Entity" shall have the meaning assigned to such
         term in the Stockholders Agreement.


                                       -2-
<PAGE>



                   "Business Day" shall mean any day other than a
         Saturday, Sunday or a day on which banking institutions in The
         City of New York, New York are authorized or obligated by law
         or executive order to remain closed.

                   "Class B Exchange Rate" shall mean the kind and
         amount of securities, assets or other property that as of any
         date are issuable or deliverable upon exchange of a share of
         Surviving Class B Stock.  The Class B Exchange Rate shall
         initially be .54 of a share of Silver King Class B Stock and
         shall be subject to adjustment, from time to time, as set forth
         in Article 3 of this Agreement.  In the event that pursuant to
         Article 3, the Surviving Class B Stock becomes exchangeable for
         more than one class or series of capital stock of Silver King
         or another Person, the term "Class B Exchange Rate," when used
         with respect to any such class or series, shall mean the number
         or fraction of shares or other units of such capital stock that
         as of any date would be issuable upon exchange of a share of
         Surviving Class B Stock.

                   "Closing Price" shall mean, on any Trading Day, (i)
         the last sale price (or, if no sale price is reported on that
         Trading Day, the average of the closing bid and asked prices)
         of a share of Silver King Common Stock on the Nasdaq National
         Market on such Trading Day, or (ii) if the primary trading
         market for the Silver King Common Stock is not the Nasdaq
         National Market, then the closing sale price regular way on
         such Trading Day, or, in case no such sale takes place on such
         Trading Day, the reported closing bid price regular way on such
         Trading Day, in each case on the principal exchange on which
         such stock is traded, or (iii) if the Closing Price on such
         Trading Day is not available pursuant to one of the methods
         specified above, then the average of the bid and asked prices
         for the Silver King Common Stock on such Trading Day as
         furnished by any New York Stock Exchange member firm selected
         from time to time by the Silver King Board of Directors for
         that purpose. 

                   "Common Exchange Rate" shall mean the kind and amount
         of securities, assets or other property that as of any date are
         issuable or deliverable upon exchange of a share of Surviving
         Common Stock.  The Common Exchange Rate shall initially be .45
         of a share of Silver King Common Stock and shall be subject to
         adjustment, from time to time, as set forth in Article 3 of
         this Agreement.  In the event that pursuant to Article 3 the
         Surviving Common Stock becomes exchangeable for more than one
         class or series of capital stock of Silver King or another
         Person, the term "Common Exchange Rate," when used with respect
         to any such class or series, shall mean the number or fraction
         of shares or other units of such capital stock that as of any
         date would be issuable upon exchange of a share of Surviving
         Common Stock. 

                   "Contingent Right" shall mean the right of Liberty
         HSN to receive the Contingent Shares pursuant to the Merger
         Agreement.

                   "Contingent Shares" shall mean the shares of Silver
         King Class B Stock (or other securities) which Silver King is
         obligated to issue to Liberty HSN following the Effective Time
         pursuant to Section 2(d) and Exhibit A of the Merger Agreement. 

                   "Convertible Securities" shall mean rights, options,
         warrants and other securities which are exercisable or
         exchangeable for or convertible into shares of capital stock of
         any Person at the option of the holder thereof; provided,
         however, that the term Convertible Securities shall not include
         the Silver King Class B Stock or Surviving Class B Stock.


                                       -3-
<PAGE>


                   "Current Market Price" on the Determination Date for
         any issuance of rights, warrants or options or any distribution
         in respect of which the Current Market Price is being
         calculated, shall mean the average of the daily Closing Prices
         of the Silver King Common Stock for the shortest of:

                   (a)  the period of 20 consecutive Trading Days
         commencing 30 Trading Days before such Determination Date,

                   (b)  the period commencing on the date next
         succeeding the first public announcement of the issuance of
         rights, warrants or options or the distribution in respect of
         which the Current Market Price is being calculated and ending
         on the last full Trading Day before such Determination Date,
         and

                   (c)  the period, if any, commencing on the date next
         succeeding the Ex-Dividend Date with respect to the next
         preceding issuance of rights, warrants or options or
         distribution for which an adjustment is required by the
         provisions of Section 3.1(a)(i)(4), 3.1(b) or 3.1(c), and
         ending on the last full Trading Day before such Determination
         Date.

                   If the record date for an issuance of rights,
         warrants or options or a distribution for which an adjustment
         is required by the provisions of Section 3.1(a)(i)(4), or
         Section 3.1(b) or (c) (the "preceding adjustment event")
         precedes the record date for the issuance or distribution in
         respect of which the Current Market Price is being calculated
         and the Ex-Dividend Date for such preceding adjustment event is
         on or after the Determination Date for the issuance or
         distribution in respect of which the Current Market Price is
         being calculated, then the Current Market Price shall be
         adjusted by deducting therefrom the fair market value (on the
         record date for the issuance or distribution in respect of
         which the Current Market Price is being calculated), as
         determined in good faith by the Silver King Board of Directors,
         of the capital stock, rights, warrants or options, assets or
         debt securities issued or distributed in respect of each share
         of Silver King Common Stock in such preceding adjustment event.
         Further, in the event that the Ex-Dividend Date (or in the case
         of a subdivision, combination or reclassification, the
         effective date with respect thereto) with respect to a
         dividend, subdivision, combination or reclassification to which
         Section 3.1(a)(i)(1), Section 3.1(a)(i)(2), Section
         3.1(a)(i)(3) or Section 3.1(a)(i)(5) applies occurs during the
         period applicable for calculating the Current Market Price,
         then the Current Market Price shall be calculated for such
         period in a manner determined in good faith by the Silver King
         Board of Directors to reflect the impact of such dividend,
         subdivision, combination or reclassification on the Closing
         Prices of the Silver King Common Stock during such period.

                   "Determination Date" for any issuance of rights,
         warrants or options or any dividend or distribution to which
         Section 3.1(b) or (c) applies shall mean the earlier of (i) the
         record date for the determination of stockholders entitled to
         receive the rights, warrants or options or the dividend or
         distribution to which such paragraph applies and (ii) the Ex-
         Dividend Date for such rights, warrants or options or dividend
         or distribution.

                   "Effective Time" shall mean the effective time of the
         Merger.

                   "Eligible Holder" shall mean, in the case of any
         Exchange, the applicable holder of Exchange Securities who is
         entitled to effect an Exchange pursuant to the terms of this
         Agreement, including an Exchange in connection with an
         Agreement to Transfer.


                                       -4-
<PAGE>


                   "Exchange Act" shall mean the Securities Exchange Act
         of 1934, as amended, and the rules and regulations thereunder.

                   "Exchange Notice" shall mean the written notice
         required to be delivered to notify Silver King or an Eligible
         Holder, as the case may be, of the exercise of an Exchange
         Right.

                   "Exchange Securities" shall mean the Surviving Common
         Stock and the Surviving Class B Stock received by Liberty HSN
         in the Merger in respect of the shares of Silver Sub common
         stock and Silver Sub class B common stock received in the Pre-
         Merger Exchange. 

                   "Ex-Dividend Date" shall mean the date on which "ex-
         dividend" trading commences for a dividend, an issuance of
         rights, warrants or options or a distribution to which any of
         Section 3.1(a), (b), or (c) applies, in the Nasdaq National
         Market or on the principal exchange on which the Silver King
         Common Stock is then quoted or traded. 

                   "FCC Regulations" shall mean as of the applicable
         date, collectively, all federal communications statutes and all
         rules, regulations, orders, decrees and policies (including the
         FCC's Memorandum Opinion and Order released March 11, 1996 and
         its Memorandum Opinion and Order released June 14, 1996) of the
         FCC as then in effect, and any interpretations or waivers
         thereof or modifications thereto.

                   "HSR Act" shall mean the Hart-Scott-Rodino Antitrust
         Improvements Act of 1976, as amended, and the rules and
         regulations thereunder.

                   "Issuance Event" shall mean the occurrence of any
         event or the existence of any fact or circumstance which would
         permit, under applicable FCC Regulations, a holder of Exchange
         Securities to Own a greater number of Silver King Securities
         than such holder currently Owns.  For purposes of this
         Agreement, an Issuance Event which occurs (i) as a result of an
         order of the FCC, shall be deemed to occur on the date that any
         such order becomes final and non-appealable, or (ii) as a
         result of a change in law or regulation of the FCC, shall be
         deemed to occur on the date such law or regulation was
         promulgated, enacted or adopted or, if later, the date such law
         or regulation becomes effective. 

                   "Liberty" shall mean Liberty Media Corporation, a
         Delaware corporation.

                   "Liberty Group" shall mean Liberty, Tele-
         Communications, Inc., a Delaware corporation, and their
         respective controlled affiliates, including Liberty HSN.

                   "Other Property" shall mean any security (other than
         Silver King Common Stock or Silver King Class B Stock), assets
         or other property deliverable upon the surrender of shares of
         Surviving Common Stock or Surviving Class B Stock for Exchange
         in accordance with this Agreement.

                   "Own" shall mean record, beneficial or other
         ownership, direct or indirect, of securities which are
         attributable to a Person or otherwise owned by a Person in
         accordance with applicable FCC Regulations.  The terms
         "Ownership" and "Owner" shall have correlative meanings.


                                       -5-
<PAGE>


                   "Person" shall mean any individual, corporation,
         partnership, joint venture, association, joint stock company,
         limited liability company, trust, unincorporated organization,
         government or agency or political subdivision thereof, or other
         entity, whether acting in an individual, fiduciary or other
         capacity.

                   "Proxy Statement" shall mean the Joint Proxy
         Statement/Prospectus filed with the SEC on November 20, 1996,
         by Silver King, HSN and Savoy with respect to the Merger and
         the Savoy Merger.

                   "Redemption Securities" shall mean securities of an
         issuer other than Silver King that are distributed by Silver
         King in payment, in whole or in part, of the call, redemption,
         exchange or other acquisition price for Redeemable Capital
         Stock.

                   "Restrictive Condition" means any limitation or
         restriction imposed on a Person as a result of such Person's
         acquisition of Silver King Securities upon an Exchange of any
         Exchange Securities, or the imposition of any restriction or
         limitation of the type referred to in clause (i) of Section
         7.9(a) or any requirement that such Person dispose or divest of
         any Silver King Securities or interest therein (including any
         interest in BDTV, BDTV II or any BDTV Entity) in connection
         with or as a result of such Exchange.

                   "Savoy" shall mean Savoy Pictures Entertainment,
         Inc., a Delaware corporation.

                   "Savoy Merger" shall mean the merger between a wholly
         owned subsidiary of Silver King and Savoy pursuant to the Savoy
         Merger Agreement.

                   "Savoy Merger Agreement" shall mean the Agreement and
         Plan of Merger, as amended and restated as of August 13, 1996,
         by and among Silver King, Thames Acquisition Corp. and Savoy.

                   "SEC" shall mean the Securities and Exchange
         Commission.

                   "Securities Act" shall mean the Securities Act of
         1933, as amended, and the rules and regulations thereunder.

                   "Silver King Class B Stock" shall mean the Class B
         Common Stock, par value $.01 per share, of Silver King, or any
         shares into which such shares shall be converted or exchanged
         and shall include, where appropriate, in the case of any
         reclassification, recapitalization or other change in the
         Silver King Class B Stock following the Merger, or in the case
         of a consolidation or merger of Silver King with or into
         another Person following the Merger affecting the Silver King
         Class B Stock, such capital stock to which a holder of Silver
         King Class B Stock shall be entitled upon the occurrence of
         such event.

                   "Silver King Common Stock" shall mean the Common
         Stock, par value $.01 per share of Silver King, or any shares
         into which such shares shall be converted or exchanged and
         shall include, where appropriate, in the case of any
         reclassification, recapitalization or other change in the
         Silver King Common Stock following the Merger, or in the case
         of a consolidation or merger of Silver King with or into
         another Person following the


                                       -6-
<PAGE>


         Merger affecting the Silver King Common Stock, such capital
         stock to which a holder of Silver King Common Stock shall be
         entitled upon the occurrence of such event.

                   "Silver King Securities" shall mean the Silver King
         Common Stock and the Silver King Class B Stock.

                   "Stockholders Agreement" shall mean the letter
         agreement between Barry Diller and Liberty, dated August 24,
         1995, and the attached term sheet, as amended by the letter
         agreement, dated as of August 25, 1996, between Liberty and Mr.
         Diller, pursuant to which Liberty and Mr. Diller have entered
         into certain agreements with respect to the equity securities
         of Silver King, BDTV, BDTV II, any BDTV Entities and the
         Surviving Corporation and with respect to the Merger, all as
         described therein, except that in the event such letter
         agreements and term sheet are superseded by a definitive
         Stockholders Agreement, "Stockholders Agreement" shall refer to
         such definitive Stockholders Agreement.

                   "Surviving Class B Stock" shall mean the Class B
         Common Stock, par value $.01 per share, of the Surviving
         Corporation, or any shares into which such shares shall be
         converted or exchanged (other than shares of Silver King Class
         B Stock) and shall include, where appropriate, in the case of
         any reclassification, recapitalization or other change in the
         Surviving Class B Stock following the Merger, or in the case of
         a consolidation or merger of the Surviving Class B Stock with
         or into another Person following the Merger affecting the
         Surviving Class B Stock, such capital stock to which a holder
         of Surviving Class B Stock shall be entitled upon the
         occurrence of such event.

                   "Surviving Common Stock" shall mean the Common Stock,
         par value $.01 per share, of the Surviving Corporation, or any
         shares into which such shares shall be converted or exchanged
         (other than shares of Silver King Common Stock) and shall
         include, where appropriate, in the case of any
         reclassification, recapitalization or other change in the
         Surviving Common Stock following the Merger, or in the case of
         a consolidation or merger of the Surviving Common Stock with or
         into another Person following the Merger affecting the
         Surviving Common Stock, such capital stock to which a holder of
         Surviving Common Stock shall be entitled upon the occurrence of
         such event.

                   "Trading Day" shall mean a day on which the primary
         trading market for the Silver King Common Stock is open for the
         transaction of business.

                   "Transferee" shall mean a Person who, pursuant to an
         Agreement to Transfer entered into with a holder of Exchange
         Securities, is or will become the Owner of Silver King
         Securities issuable upon the Exchange of Exchange Securities.
         Such holder of the Exchange Securities, prior to the
         consummation of any such Agreement to Transfer, is sometimes
         referred to herein as the "Transferor."

                   SECTION 1.2  Additional Defined Terms.  The following
         additional terms listed below shall have the meanings ascribed
         thereto in the Section (or other provisions hereof) indicated
         opposite such term:


                                       -7-
<PAGE>


              Term                                      Section

              Additional Contingent Right               7.5(a)
              Adjustment Event                          3.3
              Contract                                  5.4(d)
              Contract Consent                          5.4(c)
              Contract Notice                           5.4(c)
              Exchange                                  2.1(c)
              Exchange Date                             2.3(d)
              Exchange Right                            2.1(c)
              FCC                                       Introduction
              Governmental Consent                      5.4(b)
              Governmental Entity                       5.4(b)
              Governmental Filing                       5.4(b)
              HSN                                       Introduction
              HSN Class B Stock                         Introduction
              HSN Common Stock                          Introduction
              Liberty HSN                               Introduction
              Merger                                    Introduction
              Merger Agreement                          Introduction
              NASD                                      5.3
              Pre-Merger Exchange                       Introduction
              Redeemable Capital Stock                  3.1(a)(ii)
              Redemption Event                          3.1(d)
              Response Notice                           2.3(a)
              Restructuring Transaction                 7.5(b)
              Silver King                               Introduction
              Silver King Bylaws                        5.1
              Silver King Charter                       5.1
              Silver King Exchange Shares               2.1(c)
              Silver King Preferred Stock               4.1(a)
              Silver Sub                                Introduction
              Surviving Corporation                     Introduction
              Surviving Exchange Shares                 2.1(c)
              Surviving Sub                             7.2
              Transaction                               3.2(a)
              Violation                                 5.4(d)


                                    ARTICLE 2

                                EXCHANGE OF SHARES

                   SECTION 2.1  Right to Exchange the Exchange
         Securities.  (a)  Any holder of Exchange Securities who is
         entitled or otherwise permitted to Own additional Silver King
         Securities in accordance with paragraph (c) of this Section 2.1
         shall have the right, subject to the terms and conditions of
         this Agreement, to exchange (i) a number of shares of Surviving
         Common Stock at the then applicable Common Exchange Rate (as of
         the Exchange Date (as defined below)) and/or (ii) a number of
         shares of Surviving Class B Stock at the then applicable Class
         B Exchange Rate (as of the Exchange Date), in each case,
         rounded


                                       -8-
<PAGE>


         down to the nearest whole number, which would result in the
         issuance to such holder of a number of shares of Silver King
         Securities equal to the then Available Silver King Amount.  An
         Eligible Holder shall also be entitled to receive upon such
         Exchange, the kind and amount of securities, assets or other
         property (other than shares of Silver King Securities) for
         which such shares of Surviving Common Stock and Surviving Class
         B Stock are then exchangeable pursuant to Article 3 hereof.  In
         the event more than one class of Surviving Corporation stock is
         available for Exchange, the Eligible Holder shall be entitled
         to elect the number of shares of each class of Surviving
         Corporation stock to be so exchanged.  

                   (b)  At such time as a holder of Exchange Securities
         is entitled or otherwise permitted to Own additional Silver
         King Securities in accordance with paragraph (c) of this
         Section 2.1, Silver King shall have the right, subject to the
         terms and conditions of this Agreement, to require an Eligible
         Holder to exchange (i) a number of shares of Surviving Common
         Stock at the then applicable Common Exchange Rate (as of the
         Exchange Date) for shares of Silver King Common Stock and/or
         (ii) a number of shares of Surviving Class B Stock at the then
         applicable Class B Exchange Rate (as of the Exchange Date) for
         shares of Silver King Class B Stock, in each case, rounded down
         to the nearest whole number, which would result in the issuance
         to such holder of a number of shares of Silver King Common
         Stock and/or Silver King Class B Stock, as applicable, equal to
         the then Available Silver King Amount.  An Eligible Holder
         shall also be entitled to receive upon such Exchange, the kind
         and amount of securities, assets or other property (other than
         shares of Silver King Securities) for which such shares of
         Surviving Common Stock and Surviving Class B Stock are then
         exchangeable pursuant to Article 3 hereof.  In the event more
         than one class of Surviving Corporation stock is available for
         Exchange, the Eligible Holder shall be entitled to elect the
         number of shares of each class of Surviving Corporation stock
         to be so exchanged.  

                   (c)  A holder of Exchange Securities shall be deemed
         to be entitled or otherwise permitted to own additional Silver
         King Securities (i) upon the occurrence of an Issuance Event or
         (ii) in connection with an Agreement to Transfer; provided that
         in the case of clause (ii), all conditions to such transfer
         (other than the issuance of the applicable number of Silver
         King Securities and other than any conditions which are capable
         of being satisfied only at the closing of such transfer) have
         been satisfied.  In the case of an Exchange in connection with
         an Agreement to Transfer, such holder shall be deemed to be
         entitled or otherwise permitted to Own the number of additional
         Silver King Securities which are the subject of such agreement
         and which the applicable Transferee is entitled or otherwise
         permitted to Own.  The right of an Eligible Holder or of Silver
         King to cause the exchange of shares of Surviving Common Stock
         and Surviving Class B Stock for shares of Silver King
         Securities pursuant to this Section 2.1 is herein referred to
         as the "Exchange Right" and each such exchange is herein
         referred to as an "Exchange."  The shares of Surviving Common
         Stock and Surviving Class B Stock to be exchanged pursuant to
         an Exchange are herein referred to as the "Surviving Exchange
         Shares" and the shares of Silver King Common Stock and Silver
         King Class B Stock to be received in exchange for such
         Surviving Exchange Shares in an Exchange are herein referred to
         as the "Silver King Exchange Shares."

                   (d)  Except pursuant to an Agreement to Transfer, no
         Exchange Securities shall be exchangeable by a member of the
         Liberty Group under this Agreement until all Contingent Shares
         issuable to Liberty HSN pursuant to the Contingent Right have
         been so issued or until the Contingent Right has expired;
         provided that the foregoing restriction


                                       -9-
<PAGE>


         shall not affect the Liberty Group's right to assign its rights
         under this Agreement to any permitted transferee of Exchange
         Securities (or interests therein) or the rights of any such
         permitted transferee to exchange such Exchange Securities.

                   (e)  It shall be a condition to the obligation of a
         holder of Exchange Securities to consummate an Exchange
         pursuant to this Agreement that:

                        (i)  such Exchange not be taxable to such
              holder; provided, however, that to the extent that (x) the
              taxability of such Exchange was caused by or resulted from
              (1) any action or inaction by Liberty HSN or another
              member of the Liberty Group (other than any action or
              inaction specifically contemplated or required by the
              Merger Agreement, this Agreement, or the Stockholders
              Agreement), (2) the laws and regulations in effect at the
              Effective Time or (3) any difference in the tax position
              of an Eligible Holder relative to the tax position of
              Liberty HSN, such that, had such Exchange been effected by
              Liberty HSN, this condition would have been satisfied, or
              (y) the taxes applicable to such Exchange would have
              accrued or been payable by Liberty HSN had all of the
              Exchange Securities been issued to Liberty HSN in the
              Merger at the Effective Time pursuant to the laws and
              regulations in effect at the Effective Time, such Eligible
              Holder shall not be entitled to assert the failure of this
              condition; and 

                       (ii)  such Exchange not result in the creation or
              imposition of any Restrictive Condition with respect to
              such Eligible Holder or with respect to any shares
              received in the Exchange.

                   (f)  Silver King's right and obligation to effect an
         Exchange shall be deferred to the extent that the number of
         Silver King Securities which would then otherwise be required
         to be issued to all Eligible Holders upon the Exchange of their
         Exchange Securities is less than 25,000 (which number shall be
         adjusted to give effect to any stock splits, reverse splits,
         recapitalizations or the like); provided, however, that any
         such Exchange Securities not then required to be exchanged as a
         result of the provisions of this paragraph shall be exchanged
         at such time as such number of Silver King Securities issuable
         upon the Exchange of all Exchange Securities then required to
         be exchanged equals or exceeds such number, at which time,
         subject to the other conditions herein, the parties shall
         execute each such Exchange.  The deferral set forth in this
         paragraph (f) shall not be applicable in the event that upon
         the Exchange of all of outstanding Exchange Securities by an
         Eligible Holder, such holder would be entitled to receive in
         the aggregate less than 25,000 Silver King Securities. 

                   SECTION 2.2 Disputes Concerning Occurrence of an
         Issuance Event and Available Silver King Amount.  The
         determination of whether or not a holder is entitled or
         otherwise permitted to Own additional Silver King Securities
         and the determination of the Available Silver King Amount
         issuable to the applicable Eligible Holder, shall be made in
         the good faith reasonable determination of the Person
         exercising the Exchange Right  based upon FCC Regulations.  In
         the event of any dispute between Silver King and a holder of
         Exchange Securities with respect to whether a holder is
         entitled or otherwise permitted to Own additional Silver King
         Securities or the determination of the Available Silver King
         Amount issuable to such Eligible Holder, such dispute shall be
         resolved by delivery to Silver King and such holder of a
         written opinion addressed to each of Silver King and such
         holder (which opinion shall be in form and substance reasonably
         satisfactory to Silver King


                                       -10-
<PAGE>


         and such holder and shall not be subject to material
         qualifications or limitations) of counsel to Silver King
         specializing in FCC matters as to the matters that are the
         subject of any such dispute.  Such opinion shall be delivered
         within 10 Business Days after notice by either Silver King or
         such holder to the other party that the matter is outstanding
         and has not been resolved between them.  In the event that no
         such opinion is delivered within ten (10) Business Days after
         such notice, the matter shall be resolved in favor of such
         holder.

                   SECTION 2.3  Mechanics of the Exchange.  (a)  An
         Eligible Holder may exercise the Exchange Right set forth in
         Section 2.1(a) above by delivering an Exchange Notice to Silver
         King.  Silver King may exercise the Exchange Right set forth in
         Section 2.1(b) above by delivering an Exchange Notice to the
         applicable Eligible Holder.  If Silver King delivers the
         Exchange Notice, such notice shall set forth in reasonable
         detail the facts and circumstances which have entitled or
         otherwise permitted such holder to Own additional Silver King
         Securities, the Available Silver King Amount, a brief
         description of the method used to calculate such amount and the
         Common Exchange Rate and the Class B Exchange Rate in effect at
         such time.  If an Eligible Holder delivers the Exchange Notice,
         such notice shall include the same information, to the extent
         known by such holder, and shall also set forth the number and
         type of Surviving Corporation stock such holder desires to
         exchange; if Silver King delivers the Exchange Notice, the
         applicable Eligible Holder shall notify Silver King in writing
         (the "Response Notice") of the number and type of Surviving
         Corporation stock such holder desires to exchange within ten
         (10) Business Days following receipt of the Exchange Notice,
         and in the event such holder fails to notify Silver King within
         such ten-day period, Silver King may, subject to the other
         terms and conditions herein, determine the number and type of
         shares to be exchanged.  Notwithstanding any other provision of
         this Agreement to the contrary, in the event that an Eligible
         Holder desires to exchange a number of shares of Surviving
         Class B Stock which would require the issuance of a number of
         shares of Silver King Class B Stock which would cause such
         Eligible Holder, because of the voting power thereof, to
         violate FCC Regulations, such Eligible Holder shall only be
         required to exchange the number of Exchange Securities set
         forth in such notice which such Eligible Holder can exchange
         (if any) without violating any FCC Regulations, notwithstanding
         that such Eligible Holder could have exchanged a greater number
         of Exchange Securities had such Eligible Holder elected to
         exchange fewer shares of Surviving Class B Stock and more
         shares of Surviving Common Stock.  Each Exchange Notice shall
         be irrevocable, and upon receipt of an Exchange Notice and
         satisfaction of the conditions to such Exchange, Silver King
         and such Eligible Holder, shall be obligated to effect such
         Exchange.

                   (b)  Subject to the resolution of any disputes
         pursuant to Section 2.2 and subject to Section 2.1(d), (e) and
         (f), as promptly as practicable following receipt or delivery
         by Silver King of an Exchange Notice, each of Silver King and
         the applicable Eligible Holder shall, and shall cause each of
         its respective subsidiaries and the officers, directors and
         employees of such Person and such Person's subsidiaries to, (i)
         make any and all required applications or filings with, and
         seek any required consents, approvals or waivers from, any
         governmental or regulatory agencies (including, but not limited
         to, with the FCC and under the HSR Act), (ii) use all
         reasonable efforts to obtain any and all such consents,
         approvals or waivers and the termination of any applicable
         waiting period under the HSR Act, in each case, which are
         reasonably necessary in connection with the applicable
         Exchange, and (iii) use reasonable efforts to cooperate with,
         and express its support for, such other party's efforts to
         obtain any such consents, approvals and waivers.  Upon receipt
         of such consents, approvals or waivers or the expiration or
         termination of such


                                       -11-
<PAGE>


         waiting period, as the case may be, Silver King or the Eligible
         Holder, as the case may be, shall notify the other of such
         receipt, expiration or termination.  Upon the receipt of all
         such required consents, approvals or waivers and the
         termination of any applicable waiting period under the HSR Act,
         such Eligible Holder of the shares of Surviving Common Stock
         and Surviving Class B Stock specified in the applicable
         Exchange Notice or Response Notice shall surrender for exchange
         the appropriate stock certificate(s) pursuant to Section 2.3(c)
         hereof.

                   (c)  At such time as all required consents,
         approvals, waivers and terminations described in Section 2.3(b)
         have been obtained or waived and provided that the conditions
         set forth in Section 2.2(e) have been satisfied, the Eligible
         Holder shall surrender such holder's certificate or
         certificates for the Exchange Securities to be exchanged, with
         appropriate stock powers attached, duly endorsed, at the office
         of Silver King or any transfer agent for Silver King's stock,
         together with a written notice to Silver King that such holder
         is exchanging all or a specified number of shares of Surviving
         Common Stock and/or Surviving Class B Stock, as applicable,
         represented by such certificate or certificates  and stating
         the name or names in which such holder desires the certificate
         or certificates for Silver King Common Stock and/or Silver King
         Class B Stock, as applicable, to be issued.  Promptly
         thereafter, Silver King shall issue and deliver to such holder
         or such holder's nominee or nominees, a certificate or
         certificates representing the Silver King Common Stock and/or
         Silver King Class B Stock to be issued, conveyed and delivered
         to such Eligible Holder pursuant to Section 2.1, with any
         necessary documentary or transfer tax stamps duly affixed and
         canceled, dated the applicable Exchange Date (as defined
         below), and such certificates shall be issued to and registered
         in the name of the applicable Eligible Holder or in such other
         name as such Eligible Holder shall request.  Certificates
         representing Silver King stock to be issued hereunder may
         include appropriate legends based on federal and state
         securities laws.

                   (d)  Each Exchange shall be deemed to have been
         effected at the close of business on the date (the "Exchange
         Date") of receipt by Silver King or any such transfer agent of
         the certificate or certificates and notice referred to in
         paragraph (c) above and, in any case, no later than five (5)
         Business Days after all applicable conditions to such Exchange
         have been satisfied.  Each Exchange shall be at the Common
         Exchange Rate or the Class B Exchange Rate, as applicable, in
         effect immediately prior to the close of business on the
         Exchange Date.  If any transfer is involved in the issuance or
         delivery of any certificate or certificates for shares of
         Silver King Common Stock or Silver King Class B Stock in a name
         other than that of the registered holder of the shares of
         Surviving Common Stock or Surviving Class B Stock, as
         applicable, surrendered for exchange, such holder shall also
         deliver to Silver King a sum sufficient to pay all stock
         transfer taxes, if any, payable in respect of such transfer or
         evidence satisfactory to Silver King that such stock transfer
         taxes have been paid.  Except as provided above, Silver King
         shall pay any issue, stamp or other similar tax in respect of
         such issuance or delivery. 

                   (e)  The Person or Persons entitled to receive the
         shares of Silver King Common Stock and/or Silver King Class B
         Stock, as applicable, issuable on such Exchange shall be
         treated for all purposes as the record holder or holders of
         such shares of Silver King Common Stock and/or Silver King
         Class B Stock, as applicable, as of the close of business on
         the Exchange Date; provided, however, that no surrender of
         Exchange Securities on any date when the stock transfer books
         of Silver King are closed for any purpose shall be effective to
         constitute the Person or Persons entitled to receive the shares
         of Silver


                                       -12-
<PAGE>


         King Common Stock and/or Silver King Class B Stock, as
         applicable, deliverable upon such Exchange as the record
         holder(s) of such shares of Silver King Common Stock and/or
         Silver King Class B Stock, as applicable, on such date, but
         such surrender shall be effective (assuming all other
         requirements for the valid Exchange of such shares have been
         satisfied) to constitute such Person or Persons as the record
         holder(s) of such shares of Silver King Common Stock and/or
         Silver King Class B Stock, as applicable, for all purposes as
         of the opening of business on the next succeeding day on which
         such stock transfer books are open, and such Exchange shall be
         at the Common Exchange Rate or the Class B Exchange Rate, as
         applicable, in effect on the Exchange Date as if the stock
         transfer books of Silver King had not been closed on such date.
         Without limiting the first sentence of this paragraph (e), as
         of the close of business on an Exchange Date, the rights and
         obligations of the holder of the applicable Surviving Exchange
         Shares, as a holder thereof, shall cease (other than with
         respect to such holder's right to receive the applicable number
         of shares of Silver King Common Stock and/or Silver King Class
         B Stock and its obligation to deliver the applicable
         certificate(s) for shares of Silver King stock as provided
         herein).

                   (f)  Holders of shares of Surviving Common Stock and/
         or Surviving Class B Stock at the close of business on a record
         date for any payment of declared dividends on such shares shall
         be entitled to receive the dividend payable on such shares on
         the corresponding dividend payment date notwithstanding the
         effective Exchange of such shares following such record date
         and prior to the corresponding dividend payment date. 

                   (g)  If the shares of Surviving Common Stock or
         Surviving Class B Stock represented by a certificate
         surrendered for exchange are exchanged in part only, then
         simultaneously with any such Exchange, Silver King shall cause
         the Surviving Corporation to issue and deliver to the
         registered holder, without charge therefor, a new certificate
         or certificates representing in the aggregate the number of
         unexchanged shares.

                                    ARTICLE 3

                            EXCHANGE RATE ADJUSTMENTS

                   SECTION 3.1  Exchange Rate Adjustments.  The Common
         Exchange Rate and the Class B Exchange Rate each shall be
         subject to adjustment from time to time as provided below in
         this Section 3.1.

                   (a)  (i)  If Silver King shall, after the Effective
         Time: 

                   1.   pay a stock dividend or make a distribution on
                        the outstanding shares of Silver King Common
                        Stock and/or Silver King Class B Stock in shares
                        of Silver King Common Stock or Silver King Class
                        B Stock,

                   2.   subdivide or split the outstanding shares of
                        Silver King Common Stock and/or Silver King
                        Class B Stock into a greater number of shares,

                   3.   combine the outstanding shares of Silver King
                        Common Stock and/or Silver King Class B Stock
                        into a smaller number of shares, 


                                       -13-
<PAGE>


                   4.   pay a dividend or make a distribution on the
                        outstanding shares of Silver King Common Stock
                        and/or Silver King Class B Stock in shares of
                        its capital stock (other than Silver King Common
                        Stock, Silver King Class B Stock or rights,
                        warrants or options for its capital stock), or

                   5.   issue by reclassification of its outstanding
                        shares of Silver King Common Stock and/or Silver
                        King Class B Stock (other than a reclas-
                        sification by way of merger or binding share
                        exchange that is subject to Section 3.2) any
                        shares of its capital stock (other than  rights,
                        warrants or options for its capital stock), 

              then, in any such event, the Common Exchange Rate (in the
              case of such an event affecting the Silver King Common
              Stock) and/or the Class B Exchange Rate (in the case of an
              event affecting the Silver King Class B Stock), in effect
              immediately prior to the opening of business on the record
              date for determination of stockholders entitled to receive
              such dividend or distribution or the effective date of
              such subdivision, split, combination or reclassification,
              as the case may be, shall be adjusted so that the holder
              of any shares of Surviving Common Stock (in the case of
              such an event affecting the Silver King Common Stock) and/
              or Surviving Class B Stock (in the case of such an event
              affecting the Silver King Class B Stock) shall thereafter
              be entitled to receive, upon exchange of shares of
              Surviving Common Stock and/or Surviving Class B Stock, the
              number of shares of Silver King Common Stock and/or Silver
              King Class B Stock, or other capital stock (or a
              combination of the foregoing) of Silver King which such
              holder would have owned or been entitled or otherwise
              permitted to receive immediately following such event if
              such holder had exchanged his shares of Surviving Common
              Stock and/or Surviving Class B Stock, as the case may be,
              immediately prior to the record date for, or effective
              date of, as applicable, such event.  

                       (ii)  Notwithstanding the foregoing, if an event
              listed in clause (4) or (5) above would result in the
              shares of Surviving Common Stock and/or Surviving Class B
              Stock being exchangeable for shares or units (or a
              fraction thereof) of more than one class or series of
              capital stock of Silver King and any such class or series
              of capital stock provides by its terms a right in favor of
              Silver King to call, redeem, exchange or otherwise acquire
              all of the outstanding shares or units of such class or
              series (such class or series of capital stock being herein
              referred to as "Redeemable Capital Stock") for
              consideration that may include Redemption Securities, then
              the Common Exchange Rate and/or the Class B Exchange Rate,
              as the case may be, shall not be adjusted pursuant to this
              subparagraph (a) and in lieu thereof, the holders of such
              shares of Surviving Common Stock and/or Surviving Class B
              Stock shall be entitled to the rights contemplated by
              paragraph (c) with the same effect as if the dividend or
              distribution of such Redeemable Capital Stock or the
              issuance of the additional class or series of such
              Redeemable Capital Stock by reclassification had been a
              distribution of assets of Silver King to which such para-
              graph (c) is applicable.

                      (iii)  The adjustment contemplated by this
              paragraph (a) shall be made successively whenever any
              event listed above shall occur.  For a dividend or
              distribution, the adjustment shall become effective at the
              opening of business on the


                                       -14-
<PAGE>


              Business Day next following the record date for such
              dividend or distribution.  For a subdivision, split,
              combination or reclassification, the adjustment shall
              become effective immediately after the effectiveness of
              such subdivision, split, combination or reclassification.

                       (iv)  If after an adjustment pursuant to this
              paragraph (a) a holder of Surviving Common Stock (in the
              case of an adjustment to the Common Exchange Rate) and/or
              Surviving Class B Stock (in the case of an adjustment to
              the Class B Exchange Rate) would be entitled to receive
              upon exchange thereof shares of two or more classes or
              series of capital stock of Silver King, the Common
              Exchange Rate or the Class B Exchange Rate, as applicable,
              shall thereafter be subject to adjustment upon the
              occurrence of an action contemplated by this Section 3.1
              taken with respect to any such class or series of capital
              stock other than Silver King Common Stock or Silver King
              Class B Stock, on terms comparable to those applicable to
              the Silver King Common Stock and the Silver King Class B
              Stock pursuant to this Section 3.1.

                   (b)  (i)  If Silver King shall, after the Effective
              Time, distribute rights, warrants or options to all or
              substantially all holders of its outstanding shares of
              Silver King Common Stock and/or Silver King Class B Stock
              entitling them (for a period not exceeding forty-five days
              from the record date referred to below) to subscribe for
              or purchase shares of Silver King Common Stock (or
              Convertible Securities for shares of Silver King Common
              Stock) at a price per share (or having an exercise,
              exchange or conversion price per share, after adding
              thereto an allocable portion of the exercise price of the
              right, warrant or option to purchase such Convertible
              Securities, computed on the basis of the maximum number of
              shares of Silver King Common Stock issuable upon exercise,
              exchange or conversion of such Convertible Securities)
              less than the Current Market Price on the applicable
              Determination Date, then, in any such event, the Common
              Exchange Rate and the Class B Exchange Rate shall each be
              adjusted by multiplying each such exchange rate in effect
              immediately prior to the opening of business on the record
              date for the determination of stockholders entitled to
              receive such distribution by a fraction, of which the
              numerator shall be the number of shares of Silver King
              Common Stock outstanding on such record date plus the
              number of additional shares of Silver King Common Stock so
              offered pursuant to such rights, warrants or options to
              the holders of Silver King Common Stock (and to holders of
              Convertible Securities for shares of Silver King Common
              Stock) for subscription or purchase (or into which the
              Convertible Securities for shares of Silver King Common
              Stock so offered are exercisable, exchangeable or
              convertible), and of which the denominator shall be the
              number of shares of Silver King Common Stock outstanding
              on such record date plus the number of additional shares
              of Silver King Common Stock which the aggregate offering
              price of the total number of shares of Silver King Common
              Stock so offered (or the aggregate exercise, exchange or
              conversion price of the Convertible Securities for shares
              of Silver King Common Stock so offered, after adding
              thereto the aggregate exercise price of the rights,
              warrants or options to purchase such Convertible Securi-
              ties) to the holders of Silver King Common Stock (and to
              such holders of Convertible Securities for shares of
              Silver King Common Stock) would purchase at such Current
              Market Price.  

                       (ii)  The adjustment contemplated by this
              paragraph (b) shall be made successively whenever any such
              rights, warrants or options are distributed,


                                       -15-
<PAGE>


              and shall become effective immediately after the record
              date for the determination of stockholders entitled to
              receive such distribution.  If all of the shares of Silver
              King Common Stock (or all of the Convertible Securities
              for shares of Silver King Common Stock) subject to such
              rights, warrants or options have not been issued when such
              rights, warrants or options expire (or, in the case of
              rights, warrants or options to purchase Convertible
              Securities for shares of Silver King Common Stock which
              have been exercised, if all of the shares of Silver King
              Common Stock issuable upon exercise, exchange or
              conversion of such Convertible Securities have not been
              issued prior to the expiration of the exercise, exchange
              or conversion right thereof), then the Common Exchange
              Rate and the Class B Exchange Rate shall promptly be
              readjusted to the Common Exchange Rate and the Class B
              Exchange Rate which would then be in effect had the
              adjustment upon the issuance of such rights, warrants or
              options been made on the basis of the actual number of
              shares of Silver King Common Stock (or such Convertible
              Securities) issued upon the exercise of such rights,
              warrants or options (or the exercise, exchange or
              conversion of such Convertible Securities).

                      (iii)  No adjustment shall be made under this
              paragraph (b) if the adjusted Common Exchange Rate or the
              Class B Exchange Rate would be lower than the Common
              Exchange Rate or the Class B Exchange Rate, as applicable,
              in effect immediately prior to such adjustment, other than
              in the case of an adjustment pursuant to the last sentence
              of paragraph (b)(ii).

                   (c)  (i)  If Silver King shall, after the Effective
              Time, (x) pay a dividend or make a distribution to all or
              substantially all holders of its outstanding shares of
              Silver King Common Stock and/or Silver King Class B Stock
              of any assets (including cash) or debt securities or any
              rights, warrants or options to purchase securities
              (excluding dividends or distributions referred to in
              paragraph (a) (except as otherwise provided in clause (y)
              of this sentence) and distributions of rights, warrants or
              options referred to in paragraph (b)), or (y) pay a
              dividend or make a distribution to all or substantially
              all holders of its outstanding shares of Silver King
              Common Stock and/or Silver King Class B Stock of
              Redeemable Capital Stock, or issue Redeemable Capital
              Stock by reclassification of the Silver King Common Stock
              and/or Silver King Class B Stock, and pursuant to
              paragraph (a) such Redeemable Capital Stock is to be
              treated the same as a distribution of assets of Silver
              King subject to this paragraph (c), then, in any such
              event, from and after the record date for determining the
              holders of Silver King Common Stock and Silver King Class
              B Stock entitled to receive such dividend or distribution,
              a holder of Surviving Common Stock and/or Surviving Class
              B Stock that exchanges such shares in accordance with the
              provisions of this Agreement will upon such Exchange be
              entitled to receive, in addition to the shares of Silver
              King Common Stock or Silver King Class B Stock for which
              such shares of Surviving Common Stock or Surviving Class B
              Stock, as applicable, are then exchangeable, the kind and
              amount of assets or debt securities or rights, warrants or
              options to purchase securities comprising such dividend or
              distribution that such holder would have received if such
              holder had exchanged such shares of Surviving Common Stock
              or Surviving Class B Stock immediately prior to the record
              date for determining the holders of Silver King Common
              Stock or Silver King Class B Stock entitled to receive
              such distribution.


                                       -16-
<PAGE>


                       (ii)  The adjustment pursuant to the foregoing
              provisions of this paragraph (c) shall be made
              successively whenever any dividend or distribution or
              reclassification to which this paragraph (c) applies is
              made, and shall become effective immediately after (x) in
              the case of a dividend or distribution, the record date
              for the determination of stockholders entitled to receive
              such dividend or distribution or (y) in the case of a
              reclassification, the effective date of such
              reclassification. 

                   (d)  In the event that a holder of Surviving Common
         Stock and Surviving Class B Stock would be entitled to receive
         upon exercise of the Exchange Right pursuant to this Agreement
         any Redeemable Capital Stock and Silver King redeems, exchanges
         or otherwise acquires all of the outstanding shares or other
         units of such Redeemable Capital Stock (such event being a
         "Redemption Event"), then, from and after the effective date of
         such Redemption Event, the holders of shares of Surviving
         Common Stock and Surviving Class B Stock then outstanding shall
         be entitled to receive upon the Exchange of such shares (in
         addition to the consideration such holders are otherwise
         entitled to receive pursuant to their Exchange Rights), in lieu
         of shares or any units of such Redeemable Capital Stock, the
         kind and amount of securities, cash or other assets receivable
         upon the Redemption Event (less any consideration paid to
         Silver King by a holder of Silver King stock in connection with
         such holders' receipt of Redemption Securities upon such
         Redemption Event (other than the surrender of shares of
         Redeemable Capital Stock)) by a holder of the number of shares
         or units of such Redeemable Capital Stock for which such shares
         of Surviving Common Stock or Surviving Class B Stock could have
         been exchanged immediately prior to the effective date of such
         Redemption Event (assuming, to the extent applicable, that such
         holder failed to exercise any rights of election with respect
         thereto and received per share or unit of such Redeemable
         Capital Stock the kind and amount of securities, cash or other
         assets received per share or unit by a plurality of the non-
         electing shares or units of such Redeemable Capital Stock) (as
         such type and amount of securities may be adjusted in
         accordance with this Agreement to reflect events or actions
         subsequent to the Redemption Event), and from and after the
         effective date of such Redemption Event the holders of the
         Surviving Common Stock and Surviving Class B Stock shall have
         no other exchange rights under these provisions with respect to
         such Redeemable Capital Stock. 

                   (e)  If this Section 3.1 shall require that an
         adjustment be made to the Common Exchange Rate and/or the Class
         B Exchange Rate, such adjustment shall apply to any Exchange
         effected after the record date for the event which requires
         such adjustment notwithstanding that such Exchange is effected
         prior to the occurrence of the event which requires such
         adjustment.

                   (f)  All adjustments to the Common Exchange Rate or
         the Class B Exchange Rate shall be calculated to the nearest
         1/1000th of a share.  No adjustment in either such exchange
         rate shall be required unless such adjustment would require an
         increase or decrease of at least one percent therein; provided,
         however, that any adjustment which by reason of this paragraph
         is not required to be made shall be carried forward and taken
         into account in any subsequent adjustment.  No adjustment need
         be made for a change in the par value of the Silver King Common
         Stock and/or Silver King Class B Stock.  To the extent the
         shares of Surviving Common Stock or Surviving Class B Stock
         become exchangeable for cash, no adjustment need be made
         thereafter as to the cash and no interest shall accrue on such
         cash. 


                                       -17-
<PAGE>


                   (g)  Silver King shall be entitled, to the extent
         permitted by law, to make such increases in the Common Exchange
         Rate or the Class B Exchange Rate, in addition to those
         referred to above in this Section 3.1, as Silver King
         determines to be advisable in order that any stock dividends,
         subdivisions of shares, reclassification or combination of
         shares, distribution of rights, options or warrants to purchase
         stock or securities, or a distribution of other assets
         hereafter made by Silver King to its stockholders shall not be
         taxable.

                   (h)  There shall be no adjustment to the Common
         Exchange Rate or the Class B Exchange Rate in the event of the
         issuance of any stock or other securities or assets of Silver
         King in a reorganization, acquisition or other similar
         transaction except as specifically provided in this Section 3.1
         or, if applicable, Section 3.2.  In the event this Section 3.1
         requires adjustments to the Common Exchange Rate or the Class B
         Exchange Rate under more than one of paragraph (a)(iv), (b) or
         (c), and the record dates for the dividends or distributions
         giving rise to such adjustments shall occur on the same date,
         then such adjustments shall be made by applying first, the
         provisions of paragraph (a), second, the provisions of
         paragraph (c) and third, the provisions of paragraph (b).  The
         holders of shares of Surviving Class B Stock shall not be
         entitled to any additional or further adjustment to the Class B
         Exchange Rate in connection with the convertibility of Silver
         King Class B Stock to Silver King Common Stock.

                   SECTION 3.2  Adjustment for Consolidation or Merger
         of Silver King.  (a)  In case of any consolidation or merger to
         which Silver King is a party, or in the case of any sale or
         transfer to another corporation of the property and assets of
         Silver King as an entirety or substantially as an entirety, or
         in case of any statutory exchange of securities with another
         corporation (each of the foregoing being referred to herein as
         a "Transaction"), in each case as a result of which shares of
         Silver King Common Stock and/or Silver King Class B Stock shall
         be reclassified or converted into the right to receive stock,
         securities or other property (including cash) or any
         combination thereof, proper provision shall be made so that
         each share of Surviving Common Stock and/or Surviving Class B
         Stock which is not converted into the right to receive stock,
         securities or other property in connection with such
         Transaction pursuant to paragraph (b) below shall, after
         consummation of such Transaction, be subject to exchange at the
         option of the holder into the kind and amount of stock,
         securities or other property receivable upon consummation of
         such Transaction by a holder of the number of shares of Silver
         King Common Stock or Silver King Class B Stock, as applicable
         (and/or any Other Property into which the Surviving Common
         Stock or Surviving Class B Stock may be exchangeable in
         accordance with this Agreement) into which such share of
         Surviving Common Stock or Surviving Class B Stock, as the case
         may be, might have been exchanged immediately prior to
         consummation of such Transaction (assuming in each case that
         such holder of Silver King Common Stock or Silver King Class B
         Stock (or such Other Property) failed to exercise rights of
         election, if any, as to the kind or amount of stock, securities
         or other property receivable upon consummation of such
         Transaction (provided that if the kind or amount of stock,
         securities or other property receivable upon consummation of
         such Transaction is not the same for each non-electing share,
         then the kind and amount of stock, securities or other property
         receivable upon consummation of such Transaction for each non-
         electing share shall be deemed to be the kind and amount so
         receivable per share by a plurality of the non-electing
         shares)).  In connection with the foregoing, (i) effective
         provision shall be made, in the Articles or Certificate of
         Incorporation of the resulting or surviving corporation or
         otherwise or in any contracts of sale or transfer with respect
         to the Transaction, so that the provisions set forth herein for
         the protection of the Exchange Rights of Surviving Common Stock
         and Surviving Class B


                                       -18-
<PAGE>


         Stock shall thereafter be made applicable, as nearly as
         reasonably may be, to any such other securities and assets
         deliverable upon Exchange of Surviving Common Stock and
         Surviving Class B Stock; and (ii) any such resulting or
         surviving corporation or transferee shall expressly assume the
         obligation to deliver, upon the exercise of Exchange Rights,
         such securities, cash or other assets as the holders of the
         Surviving Common Stock and Surviving Class B Stock shall be
         entitled to receive pursuant to the provisions hereof, and to
         make provision for the protection of the Exchange Rights of the
         Surviving Common Stock and Surviving Class B Stock, as provided
         in clause (i) of this sentence.  The kind and amount of stock
         or securities into which the shares of Surviving Common Stock
         and Surviving Class B Stock shall be exchangeable after
         consummation of such Transaction shall be subject to
         adjustment, as nearly as may be practicable, as described in
         Section 3.1 following the date of consummation of such
         Transaction. 

                   (b)  Silver King shall not become a party and shall
         not permit any of its subsidiaries to become a party to any
         Transaction with respect to the foregoing unless the terms of
         the agreements relating to such transaction include obligations
         of the applicable parties consistent with this Section 3.2. 

                   SECTION 3.3  Notice of Adjustment.  Whenever the
         Common Exchange Rate and/or the Class B Exchange Rate is
         adjusted as provided in Section 3.1, 3.2 or 3.5 (an "Adjustment
         Event"), Silver King shall:

                   (a)  compute the adjusted Common Exchange Rate or
         Class B Exchange Rate, as applicable, in accordance herewith
         and prepare a certificate signed by an officer of Silver King
         setting forth the adjusted Common Exchange Rate and/or Class B
         Exchange Rate, as the case may be, the method of calculation
         thereof and the facts requiring such adjustment and upon which
         such adjustment is based, all in reasonable detail; and

                   (b)  promptly mail a copy of such certificate and a
         notice to the holders of the outstanding shares of Surviving
         Common Stock (in the case of an adjustment to the Common
         Exchange Rate) or Surviving Class B Stock (in the case of an
         adjustment to the Class B Exchange Rate).  

         The notice of adjustment and such certificate shall be mailed
         at or prior to the time Silver King mails an interim statement,
         if any, to its stockholders covering the fiscal quarter during
         which the facts requiring such adjustment occurred, but in any
         event within 45 days following the end of such fiscal quarter;
         provided, that if an Adjustment Event occurs following delivery
         of an Exchange Notice but prior to the Exchange Date, Silver
         King shall mail the notice of adjustment as soon as practicable
         following the Adjustment Event but in no event later than five
         days prior to the applicable Exchange Date.

                   SECTION 3.4  Notice of Certain Transactions.  In
         case, at any time while any of the Exchange Securities are
         outstanding,

                   (a)  Silver King takes any action which would require
         an adjustment to the Common Exchange Rate and/or the Class B
         Exchange Rate;

                   (b)  Silver King shall authorize (x) any
         consolidation, merger or binding share exchange to which Silver
         King is a party, for which approval of the stockholders of


                                       -19-
<PAGE>


         Silver King is required or (y) the sale or transfer of all or
         substantially all of the assets of Silver King; or

                   (c)  Silver King shall authorize the voluntary
         dissolution, liquidation or winding up of Silver King or Silver
         King is the subject of an involuntary dissolution, liquidation
         or winding up; 

         then Silver King shall cause to be filed at each office or
         agency maintained for the purpose of exchange of the shares of
         Surviving Common Stock and Surviving Class B Stock, and shall
         cause to be mailed to each holder of Exchange Securities at its
         last address as it shall appear on the stock register, at least
         10 days before the record date (or other date set for
         definitive action if there shall be no record date), a notice
         stating the action or event for which such notice is being
         given and the record date for (or such other date) and the
         anticipated effective date of such action or event; provided,
         however, that any notice required hereunder shall in any event
         be given no later than the time that notice is given to the
         holders of the Silver King Common Stock or Silver King Class B
         Stock.  

                   SECTION 3.5  Exchange Rate Adjustments for Actions of
         the Surviving Corporation.  In the event of the occurrence of
         any of the transactions or other events described in paragraphs
         (a)-(d) of Section 3.1 or in Section 3.2 with respect to the
         Surviving Common Stock or the Surviving Class B Stock, or
         otherwise affecting the Surviving Corporation, the Common
         Exchange Rate and/or the Class B Exchange Rate shall be
         appropriately adjusted in the manner contemplated by Sections
         3.1 and 3.2, mutatis mutandis, so that each Eligible Holder's
         Exchange Securities thereafter shall become exchangeable for
         the kind and amount of Silver King Securities, upon the
         Exchange of such holder's Exchange Securities, that such holder
         would have received had such holder exchanged all of its
         Exchange Securities pursuant to this Agreement immediately
         prior to the applicable Determination Date (or  other
         comparable date) for such transaction or other event.  In
         addition to its obligation to adjust the Exchange Rates, Silver
         King's other rights and obligations set forth in Sections 3.1,
         3.2, 3.3, 3.4 shall also apply to the extent applicable in the
         event of an adjustment pursuant to this Section 3.5.  Silver
         King agrees that it will not cause or permit to occur any such
         transaction or other event which would result in any adjustment
         to the Common Exchange Rate or the Class B Exchange Rate unless
         the terms of the agreement relating to such transaction or
         other event include obligations of the applicable parties
         consistent with the foregoing.  The provisions of this para-
         graph shall apply similarly to successive transactions or other
         events to which this paragraph would otherwise be applicable.


                                    ARTICLE 4

                    GENERAL REPRESENTATIONS AND WARRANTIES OF
                           SILVER KING AND LIBERTY HSN

                   SECTION 4.1  Representations and Warranties of Silver
         King. Silver King hereby represents and warrants:

                   (a)  As of the date hereof, the authorized capital
         stock of Silver King consists of (a) 30,000,000 shares of
         Silver King Common Stock and 2,415,945 shares of Silver King
         Class B Common Stock, and (b) 50,000 shares of preferred stock,
         par value


                                       -20-
<PAGE>


         $.01 per share, of Silver King (the "Silver King Preferred
         Stock"), none of which have been designated as to class or
         series.  At the close of business on December 12, 1996, (i)
         7,093,132 shares of Silver King Common Stock were issued and
         outstanding and 2,415,945 shares of Silver King Class B Common
         Stock were issued and outstanding, all of which Silver King
         Common Stock and Silver King Class B Common Stock are validly
         issued, fully paid and nonassessable and not subject to any
         preemptive rights and (ii) no shares of Silver King Common
         Stock were held in treasury by Silver King or by subsidiaries
         of Silver King.  The statement in the Proxy Statement with
         respect to the number of outstanding options to purchase Silver
         King Common Stock is true and complete in all material respects
         as of the date such Proxy Statement was cleared for mailing by
         the SEC.  No change in such capitalization has occurred between
         December 12, 1996 and the date hereof except issuances of
         Silver King Common Stock upon exercise of outstanding options.
         As of the date hereof, no shares of Silver King Preferred Stock
         were issued or outstanding.

                   (b)  Silver King has all necessary corporate power
         and authority to execute and deliver this Agreement, to perform
         its obligations hereunder and to consummate the transactions
         contemplated hereby.  The execution and delivery of this
         Agreement by Silver King and the consummation by Silver King of
         the transactions contemplated hereby have been duly and validly
         authorized by all necessary corporate action on the part of
         Silver King, and no other corporate proceedings on the part of
         Silver King are necessary to authorize this Agreement or
         consummate the transactions contemplated hereby.

                   (c)  This Agreement has been duly and validly
         executed and delivered by Silver King and, assuming the due
         authorization, execution and delivery by Liberty HSN,
         constitutes the legal and binding obligation of Silver King,
         enforceable against Silver King in accordance with its terms,
         subject to (a) bankruptcy, insolvency, reorganization, morato-
         rium or other similar laws affecting or relating to creditors
         rights generally and (b) the availability of injunctive relief
         and other equitable remedies.

                   SECTION 4.2  Representations and Warranties of
         Liberty HSN.  Liberty HSN hereby represents and warrants:

                   (a)  Liberty HSN has all necessary corporate power
         and authority to execute and deliver this Agreement, to perform
         its obligations hereunder and to consummate the transactions
         contemplated hereby.  The execution and delivery of this
         Agreement by Liberty HSN, and the consummation by Liberty HSN
         of the transactions contemplated hereby have been duly and
         validly authorized by all necessary corporate action on the
         part of Liberty HSN, and no other corporate proceedings on the
         part of Liberty HSN are necessary to authorize this Agreement
         or to consummate the transactions contemplated hereby.

                   (b)  This Agreement has been duly and validly
         executed and delivered by Liberty HSN and, assuming the due
         authorization, execution and delivery by Silver King,
         constitutes the legal and binding obligation of Liberty HSN,
         enforceable against Liberty HSN in accordance with its terms,
         subject to (a) bankruptcy, insolvency, reorganization,
         moratorium or other similar laws affecting or relating to
         creditors rights generally and (b) the availability of
         injunctive relief and other equitable remedies.


                                       -21-
<PAGE>


                                    ARTICLE 5

                        REPRESENTATIONS AND WARRANTIES OF
                    SILVER KING WITH RESPECT TO EACH EXCHANGE

                   With respect to each Exchange, Silver King shall be
         deemed to have made, as of the applicable Exchange Date, the
         following representations and warranties to each Eligible
         Holder effecting such Exchange and, if applicable, to any
         Transferee who shall receive the shares issuable upon such
         Exchange pursuant to an Agreement to Transfer: 

                   SECTION 5.1  Organization and Qualification.  Silver
         King (i) is a corporation duly organized, validly existing and
         in good standing under the laws of the jurisdiction of its
         incorporation; (ii) has all requisite corporate power and
         authority to carry on its business as it is now conducted and
         to own, lease and operate the properties it now owns, leases or
         operates at the places currently located and in the manner
         currently used and operated and (iii) is duly qualified or
         licensed and in good standing to do business in each
         jurisdiction in which the properties owned, leased or operated
         by it or the nature of the business conducted by it makes such
         qualification or license necessary, except, in the case of
         clause (iii) where the failure to be so qualified or licensed,
         or in good standing would not have a material adverse effect on
         the business, assets or condition (financial or otherwise) of
         Silver King and its subsidiaries, taken as a whole.  Silver
         King has delivered or made available to such Eligible Holder
         true and complete copies of its certificate of incorporation
         and by-laws, each as amended to date and currently in effect
         (respectively, the "Silver King Charter" and the "Silver King
         Bylaws").  The Silver King Charter and the Silver King Bylaws
         are in full force and effect and neither Silver King nor the
         Surviving Corporation is in violation of its respective
         certificate of incorporation or bylaws.

                   SECTION 5.2  Authorization of the Exchange.  The
         consummation of such Exchange by Silver King has been duly and
         validly authorized by the board of directors of Silver King and
         by any necessary action of the Silver King stockholders.
         Silver King has full corporate power and authority to perform
         its obligations under this Agreement with respect to such
         Exchange and to consummate such Exchange.  No other corporate
         proceedings on the part of Silver King or any of its
         subsidiaries are necessary to authorize the consummation of
         such Exchange.  

                   SECTION 5.3  Validity of Silver King Shares, etc.
         The shares of Silver King Common Stock and/or Silver King Class
         B Stock to be issued by Silver King to such Eligible Holder
         (and, if applicable, a Transferee) pursuant to such Exchange,
         upon issuance and delivery in accordance with the terms and
         conditions of this Agreement, will be duly authorized, validly
         issued, fully paid and non-assessable, and will be free of any
         liens, claims, charges, security interests,  preemptive rights,
         pledges, voting or stockholder agreements, options or
         encumbrances of any kind whatsoever (other than any of the
         foregoing arising under the Stockholders Agreement or any
         Federal or state securities laws), will not be issued in
         violation of any preemptive rights and will vest in such
         Eligible Holder (and, if applicable, such Transferee) full
         rights with respect thereto, including the right to vote such
         Silver King Exchange Shares on all matters properly presented
         to the stockholders of Silver King to the extent set forth in
         the Silver King Charter.  The issuance of the Silver King
         Exchange Shares will not violate the rules, regulations and
         requirements of the National Association of Securities Dealers,
         Inc. ("NASD") or of the principal exchange or trading market on
         which the Silver King Common Stock is then quoted or traded
         (including,


                                       -22-
<PAGE>


         without limitation the NASD policies set forth in Section 6(i)
         and (j) of Part III of Schedule D of the NASD By-Laws and the
         Policy of the Board of Governors with respect to Voting Rights
         set forth in Part III of Schedule D of the NASD By-Laws or any
         similar policies of such other exchange or trading market).
         The issuance of the Silver King Common Stock pursuant to such
         Exchange has been registered under the Securities Act.

                   SECTION 5.4  No Approvals or Notices Required; No
         Conflict with Instruments.  The performance by Silver King of
         its obligations under this Agreement in connection with such
         Exchange and the consummation of the transactions contemplated
         by such Exchange, including the issuance of the Silver King
         Exchange Shares in such Exchange, will not:

                   (a)  conflict with or violate the Silver King Charter
         or the Silver King Bylaws or the charter or bylaws of the
         Surviving Corporation or any other subsidiary of Silver King,
         in each case as amended to date;

                   (b)  require any consent, approval, order or
         authorization of or other action by any court, administrative
         agency or commission or other governmental authority or
         instrumentality, foreign, United States federal, state or local
         (each such entity a "Governmental Entity" and each such action
         a "Governmental Consent") or any registration, qualification,
         declaration or filing with or notice to any Governmental Entity
         (a "Governmental Filing"), in each case on the part of or with
         respect to Silver King or the Surviving Corporation or any
         other subsidiary of Silver King, the absence or omission of
         which would, either individually or in the aggregate, have a
         material adverse effect on the transactions contemplated hereby
         or on the business, assets, results of operations or financial
         condition of Silver King and its subsidiaries, taken as a
         whole; 

                   (c)  require, on the part of Silver King or the
         Surviving Corporation or any other subsidiary of Silver King,
         any consent by or approval of (a "Contract Consent") or notice
         to (a "Contract Notice") any other person or entity (other than
         a Governmental Entity), the absence or omission of which would,
         either individually or in the aggregate, have a material
         adverse effect on the transactions contemplated hereby or on
         the business, assets, results of operations or financial
         condition of Silver King and its subsidiaries, taken as a
         whole; 

                   (d)  conflict with, result in any violation or breach
         of or default (with or without notice or lapse of time, or
         both) under, or give rise to a right of termination, can-
         cellation or acceleration of any obligation or the loss of any
         material benefit under or the creation of any lien, security
         interest, pledge, charge, claim, option, right to acquire,
         restriction on transfer, voting restriction or agreement, or
         any other restriction or encumbrance of any nature whatsoever
         on any assets pursuant to (any such conflict, violation,
         breach, default, right of termination, cancellation or
         acceleration, loss or creation, a "Violation") any "Contract"
         (which term shall mean and include any note, bond, indenture,
         mortgage, deed of trust, lease, franchise, permit,
         authorization, license, contract, instrument, employee benefit
         plan or practice, or other agreement, obligation, commitment or
         concession of any nature) to which Silver King or the Surviving
         Corporation or any other subsidiary of Silver King is a party,
         by which Silver King, the Surviving Corporation or any other
         subsidiary of Silver King or any of their respective assets or
         properties is bound or pursuant to which Silver King or the
         Surviving Corporation or any other subsidiary of Silver King is


                                       -23-
<PAGE>


         entitled to any rights or benefits, except for such Violations
         which would not, either individually or in the aggregate, have
         a material adverse effect on the transactions contemplated
         hereby or on the business, assets, results of operations or
         financial condition of Silver King and its subsidiaries, taken
         as a whole; or

                   (e)  result in a Violation of, under or pursuant to
         any law, rule, regulation, order, judgment or decree applicable
         to Silver King or the Surviving Corporation or any other
         subsidiary of Silver King or by which any of their respective
         properties or assets are bound, except for such Violations
         which would not, either individually or in the aggregate, have
         a material adverse effect on the transactions contemplated
         hereby.


                                    ARTICLE 6

              REPRESENTATIONS AND WARRANTIES OF THE ELIGIBLE HOLDER
                          WITH RESPECT TO EACH EXCHANGE

                   As of each Exchange Date, the Eligible Holder who is
         seeking or required to exchange its Surviving Exchange Shares
         shall be deemed to have made the following representations and
         warranties to Silver King; provided, that it shall be a
         condition to Silver King's obligation to effect any such
         Exchange in connection with an Agreement to Transfer that the
         applicable Transferee and Transferor pursuant to such Agreement
         to Transfer shall be deemed to have made to Silver King the
         representations set forth in paragraphs (a)-(e) of Section 6.2
         (as such matters relate to, and taking into account, such
         Transferee's ownership of the Silver King Securities it will
         receive upon the consummation of such Exchange and the
         transfers contemplated by such Agreement to Transfer):

                   SECTION 6.1  Ownership and Validity of Surviving
         Exchange Shares.  Such Eligible Holder owns beneficially and of
         record the Surviving Exchange Shares, free of any liens,
         claims, charges, security interests, pledges, voting or
         stockholder agreements, encumbrances or equities (other than
         any of the foregoing arising under  this Agreement, the Merger
         Agreement, or the Stockholders Agreement or any Federal or
         state securities laws). 

                   SECTION 6.2  No Approvals or Notices Required; No
         Conflict with Instruments.  The consummation of such Exchange
         will not:

                   (a)  if applicable, conflict with or violate such
         Eligible Holder's organizational documents; 

                   (b)  require any Governmental Consent or Governmental
         Filing, in each case on the part of or with respect to each of
         such Eligible Holder, the absence or omission of which would,
         either individually or in the aggregate, have a material
         adverse effect on such Exchange;

                   (c)  require, on the part of such Eligible Holder any
         Contract Consent or Contract Notice, the absence or omission of
         which would, either individually or in the aggregate, have a
         material adverse effect on such Exchange;


                                       -24-
<PAGE>


                   (d)  conflict with or result in any Violation of any
         Contract to which such Eligible Holder is a party, or by which
         such Eligible Holder, or any of its assets or properties is
         bound, except for such Violations which would not, either
         individually or in the aggregate, have a material adverse
         effect on such Exchange; or

                   (e)  result in a Violation of, under or pursuant to
         any law, rule, regulation, order, judgment or decree applicable
         to such Eligible Holder or by which any of its properties or
         assets are bound, except for such Violations which would not,
         either individually or in the aggregate, have a material
         adverse effect on such Exchange.

         provided, that any such representation pursuant to this Section
         6.2 by an Eligible Holder in connection with an Agreement to
         Transfer shall take into account the transactions contemplated
         to occur immediately following the Exchange pursuant to the
         Agreement to Transfer.


                                    ARTICLE 7

                          COVENANTS AND OTHER AGREEMENTS

              For so long as there remain outstanding any Exchange
         Securities, the parties covenant and agree as follows:

                   SECTION 7.1  Notification of Issuance Event.  At any
         time Silver King or any of its subsidiaries or an Eligible
         Holder (i) plans or proposes to take any action which has
         resulted, or is reasonably likely to result, in an Issuance
         Event or (ii) becomes aware of any event, fact or circumstance
         which results in an Issuance Event, Silver King or the Eligible
         Holder, respectively, shall (x) in the case of clause (i),
         prior to taking such action and (y) in the case of clause (ii),
         promptly upon becoming so aware, give notice of such Issuance
         Event to each holder of Exchange Securities or Silver King, as
         the case may be, which notice shall set forth in reasonable
         detail the facts, circumstances or events which will result or
         have resulted, as the case may be, in the occurrence of such
         Issuance Event.  No notice shall be required pursuant to this
         Section 7.1 unless the number of shares issuable pursuant to
         such Issuance Event, together with any other shares which are
         then issuable in accordance with this Agreement, meet the
         threshold set forth in Section 2.1(f).

                   SECTION 7.2  Transfer of Surviving Corporation's
         Assets and Liabilities to Subsidiary.  Silver King agrees that
         as soon as reasonably practicable following the Merger, it will
         use its reasonable best efforts to take and cause any of its
         subsidiaries to take any actions necessary (including making
         all required Government Filings and seeking and obtaining all
         necessary Government Consents and Contract Consents) in order
         to assign to a wholly owned subsidiary of the Surviving
         Corporation ("Surviving Sub") all of the material assets (other
         than the capital stock of Surviving Sub) and material
         liabilities of the Surviving Corporation and to cause Surviving
         Sub to assume or guarantee all such material liabilities and to
         obtain the release from the applicable parties of the Surviving
         Corporation from all such material liabilities.  Following such
         transfer, Silver King shall not permit the Surviving
         Corporation to own any assets other than the capital stock of
         the Surviving Sub, and shall not permit the Surviving
         Corporation to be or become subject to any material liabili-
         ties.  Silver King and Liberty HSN agree that Silver King's
         reasonable best efforts for purposes of this Section 7.2 shall
         not require Silver King to seek or obtain the consent or waiver
         of the holders of the convertible debentures issued under the
         Indenture (as defined in


                                       -25-
<PAGE>


         the Merger Agreement and as in effect immediately prior to the
         Effective Time) to such assignment and transfer.

                   SECTION 7.3  Treatment of Silver King Class B Stock
         and Silver King Common Stock upon a Distribution.  So long as
         there are any shares of Surviving Class B Stock outstanding
         that are Exchange Securities, Silver King agrees that it will
         not (i) reclassify, subdivide or combine the Silver King Common
         Stock without reclassifying, subdividing or combining the
         Silver King Class B Stock, on an equal per share basis, or (ii)
         reclassify, subdivide or combine the Silver King Class B Stock
         without reclassifying, subdividing or combining the Silver King
         Common Stock, on an equal per share basis.

                   SECTION 7.4  Reservation of Silver King Securities.
         Silver King agrees to at all times reserve and keep available,
         free from preemptive rights, out of the aggregate of its
         authorized but unissued Silver King Common Stock and Silver
         King Class B Stock, for the purpose of effecting any Exchange
         of shares of Surviving Common Stock or Surviving Class B Stock
         pursuant to this Agreement, the full number of shares of Silver
         King Common Stock and Silver King Class B Stock, then
         deliverable upon the Exchange of all then outstanding Exchange
         Securities (assuming for this purpose that all of the
         outstanding Exchange Securities are held by a single holder),
         and shall reserve an additional number of shares of Silver King
         Common Stock equal to the number of shares issuable upon the
         conversion of shares of Silver King Class B Stock issuable
         pursuant to this Agreement

                   SECTION 7.5  Certain Obligations Upon Insolvency or
         Bankruptcy of Surviving Corporation.  (a)  In the event that
         the Surviving Corporation should become insolvent or, within
         the meaning of any federal or state bankruptcy law, commence a
         voluntary case or consent to the entry of any order of relief
         or for the appointment of any custodian for its property or a
         court of competent jurisdiction enters an order or decree for
         relief against the Surviving Corporation appointing a custodian
         or ordering its liquidation, and Liberty HSN determines in good
         faith that the equity of the Surviving Corporation is rea-
         sonably likely to be impaired or extinguished in connection
         therewith, then upon the request of Liberty HSN, its rights
         under this Agreement shall be converted into the deferred right
         to receive from Silver King the number of shares of Silver King
         Common Stock and Silver King Class B Stock which Liberty HSN
         would then have had the right to acquire upon the Exchange of
         all Exchange Securities then outstanding (such deferred right,
         the "Additional Contingent Right").  The terms and conditions
         of the Additional Contingent Right shall be identical to those
         of the Contingent Right mutatis mutandis; provided, that the
         Remaining Shares Issuable (as defined in Exhibit A to the
         Merger Agreement) pursuant to the Additional Contingent Right
         shall automatically become issuable, subject to regulatory
         approval, on the fifth anniversary of the date the Additional
         Contingent Right is deemed to have been granted. 

                   (b)  In connection with the grant of the Additional
         Contingent Right, Silver King shall thereafter be obligated to
         use all reasonable efforts to consummate a Restructuring
         Transaction (as defined below) on or before the third
         anniversary of the date of the grant of the Additional
         Contingent Right.  In the event that such Restructuring Trans-
         action has not been consummated by such fifth anniversary and
         the Additional Contingent Right has not been satisfied in full
         by such date, Silver King shall thereafter be required to use
         its best efforts to cause all Silver King Securities issuable
         in respect of the Additional Contingent Right to be issued
         prior to the seventh anniversary thereof.  Such efforts shall
         include, without limitation (but subject to applicable
         fiduciary obligations) engaging in a


                                       -26-
<PAGE>


         Restructuring Transaction, completing an equity offering, or
         other corporate restructuring or causing all of the equity
         interests in Silver King to be acquired by a third party in a
         transaction which is tax free to the stockholders of Silver
         King, in any case which would result in all Contingent Shares
         issuable to Liberty HSN pursuant to the Additional Contingent
         Right being issued to it and Liberty HSN being entitled or
         otherwise permitted to hold such Silver King Securities or
         other properties receivable by it in such transaction free of
         any governmental or regulatory restrictions and to exercise
         full rights of ownership with respect thereto.  "Restructuring
         Transaction" shall mean a transaction, the effect of which
         would be to permit Liberty or Liberty HSN, as the case may be
         (subject to Liberty's obligations under the Stockholders
         Agreement), to exercise full ownership rights (including voting
         rights) with respect to the Silver King Securities owned by it
         (including its pro rata interest in any Silver King Securities
         held by BDTV, BDTV II or a BDTV Entity) or issuable to it in
         connection with the Contingent Right and the Additional
         Contingent Right (which transaction could include, without
         limitation, filing any required applications with the FCC and
         any other governmental or regulatory agency to obtain any
         required FCC or other governmental or regulatory consents and
         approvals, and/or any restructuring of Silver King's assets,
         liabilities and businesses).

                   SECTION 7.6  Reasonable Efforts.  (a)  Subject to the
         terms and conditions of this Agreement and applicable law, in
         connection with an Exchange, each of the Eligible Holder
         exercising its Exchange Right and Silver King shall use its
         reasonable efforts to take, or cause to be taken, all actions,
         and do, or cause to be done, all things reasonably necessary,
         proper or advisable to consummate and make effective such
         Exchange as soon as reasonably practicable following the
         receipt or delivery by Silver King of an Exchange Notice,
         including such actions or things as Silver King or such
         Eligible Holder may reasonably request in order to cause the
         consummation of an Exchange following the receipt or delivery
         by Silver King of an Exchange Notice.  Without limiting the
         generality of the foregoing, such Eligible Holder and Silver
         King shall (and shall cause their respective subsidiaries, and
         use their reasonable efforts to cause their respective
         affiliates, directors, officers, employees, agents, attorneys,
         accountants and representatives, to) consult and fully
         cooperate with and provide reasonable assistance to each other
         in (i) obtaining all necessary Governmental Consents and
         Contract Consents, and giving all necessary Contract Notices to
         and making all necessary Governmental Filings and other
         necessary filings with and applications and submissions to, any
         Governmental Entity or other person or entity; (ii) lifting any
         permanent or preliminary injunction or restraining order or
         other similar order issued or entered by any court or
         Governmental Entity in connection with an Exchange; (iii)
         providing all such information about such party, its
         subsidiaries and its officers, directors, partners and
         affiliates and making all applications and filings as may be
         necessary or reasonably requested in connection with any of the
         foregoing; and (iv)  in general, consummating and making
         effective the transactions contemplated hereby; provided,
         however, that, other than in connection with the performance of
         its obligations with respect to the consummation of a
         Restructuring Transaction as provided in Section 7.5(b), in
         order to obtain any such Consent, or the lifting of any
         injunction or order referred to in clauses (i) and (ii) of this
         sentence, neither such Eligible Holder nor Silver King shall be
         required to (x) pay any consideration, to divest itself of any
         of, or otherwise rearrange the composition of, its assets or to
         agree to any conditions or requirements which could reasonably
         be expected to be materially adverse or burdensome to its
         respective businesses, assets, financial condition or results
         of operations, or (y) amend, or agree to amend, in any material
         respect any Contract.  Prior to making any application to or
         filing with any Governmental Entity or other person or entity
         in connection with an Exchange, each of Silver King and the
         applicable


                                       -27-
<PAGE>


         Eligible Holder shall provide the other party with drafts
         thereof and afford the other party a reasonable opportunity to
         comment on such drafts.

                   (b)  In addition to the foregoing paragraph (a),
         Silver King shall take such reasonable action which may be
         necessary in order that (i) it may validly and legally deliver
         fully paid and nonassessable shares of Silver King Common Stock
         or Silver King Class B Stock upon any surrender of shares of
         Surviving Common Stock or Surviving Class B Stock, as
         applicable, for exchange pursuant to this Agreement, (ii) the
         delivery of shares of Silver King Common Stock and Silver King
         Class B Stock in accordance with this Agreement is exempt from
         the registration or qualification requirements of the
         Securities Act and applicable state securities laws or, if no
         such exemption is available, that the offer and Exchange of
         such shares of Silver King Common Stock and Silver King Class B
         Stock have been duly registered or qualified under the
         Securities Act and applicable state securities laws, (iii) the
         shares of Silver King Common Stock (including the shares of
         Silver King Common Stock issuable upon conversion of any shares
         of Silver King Class B Stock), delivered upon such Exchange are
         listed for trading on the Nasdaq National Market or on a
         national securities exchange (upon official notice of issuance)
         and (iv) the shares of Silver King Common Stock or Silver King
         Class B Stock, as applicable, delivered upon such Exchange are
         free of preemptive rights and any liens or adverse claims
         (other than any of the foregoing created or caused by the
         Person receiving such shares in such Exchange). 

                   SECTION 7.7  Notification of Certain Matters.  Silver
         King shall give prompt notice to each holder of Exchange
         Securities, and each holder of Exchange Securities shall give
         prompt notice to Silver King, of the occurrence, or failure to
         occur, of any event, which occurrence or failure to occur would
         be likely to cause (a) any representation or warranty to be
         made as of an applicable Exchange Date to be untrue or
         inaccurate in any material respect, (b) any material failure of
         Silver King or such holder of Exchange Securities, as the case
         may be, or of any officer, director, employee or agent thereof,
         to comply with or satisfy any covenant or agreement to be
         complied with or satisfied by it under this Agreement or (c)
         the failure to be satisfied of any condition to Silver King's
         or such holder's respective obligations to consummate an
         Exchange.  Notwithstanding the foregoing, the delivery of any
         notice pursuant to this Section shall not limit or otherwise
         affect the remedies available hereunder to the party receiving
         such notice.

              SECTION 7.8  Certain Information.  So long as any Exchange
         Securities remain outstanding, Silver King shall provide
         promptly upon availability to each holder of Exchange
         Securities (a) quarterly and annual consolidated financial
         statements and reports (including a balance sheet and related
         income statement and the notes related thereto) prepared with
         respect to the Surviving Corporation and (b) such additional
         financial and other information with respect to the Surviving
         Corporation and its subsidiaries as the holders of a majority
         of the Exchange Securities may from time to time reasonably
         request. 

                   SECTION 7.9  Additional Covenants.  (a)
         Notwithstanding any other provision of this Agreement or the
         Merger Agreement to the contrary (but excluding actions
         specifically contemplated by this Agreement and the Merger
         Agreement), and in addition to the rights granted to the
         holders of Exchange Securities pursuant to this Agreement and
         any other voting rights granted by law to the holders of the
         Exchange Securities, without the consent of the holders of a
         majority of the Exchange Securities (which consent, in the case
         of clauses (ii) through (v) below, will not be unreasonably
         withheld), Silver King will not (and will not cause or permit
         any of its subsidiaries to) cause or permit the Surviving


                                       -28-
<PAGE>


         Corporation or any of its subsidiaries to take any action that
         would, or could reasonably be expected to, or fail to take any
         action which failure would or could reasonably be expected to:

                        (i)  make the ownership by any holder of the
              Exchange Securities or any other material assets of such
              holder unlawful or result in a violation of any law, rule,
              regulation, order or decree (including the FCC
              Regulations) or impose material additional restrictions or
              limitations on such holder's full rights of ownership of
              the Exchange Securities or the ownership of its other
              material assets or the operation of its businesses
              (provided, that for purposes of the foregoing, to the
              extent that a condition, restriction or limitation upon
              Silver King or the Surviving Corporation or their
              respective subsidiaries relates to or is based upon or
              would arise as a result of, any action or the consummation
              of a transaction by the Liberty Group, such condition,
              restriction or limitation shall be deemed to be such a
              condition, restriction or limitation on the Liberty Group
              (regardless of whether it is a party to or otherwise would
              be legally obligated thereby) to the extent that the
              taking of an action or the consummation of a transaction
              by the Liberty Group would result in BDTV, Silver King, or
              any of their respective subsidiaries being in breach or
              violation of any law, rule, regulation, order or decree or
              otherwise causing such rule, regulation, order or decree
              to terminate or expire or would otherwise result in
              Liberty HSN's ownership of the Exchange Securities or any
              other material assets being illegal or in violation of any
              law, rule, regulation, order or decree);

                       (ii)  cause the acquisition or ownership by any
              holder of  any Exchange Securities (upon the exchange of
              Liberty HSN's shares of HSN Common Stock and HSN Class B
              Stock for Silver Sub shares pursuant to Section 1.1 of the
              Merger Agreement immediately prior to the Effective Time
              or upon any subsequent exchange or conversion of Surviving
              Common Stock or Surviving Class B Stock (other than in
              connection with an Exchange)) to be taxable to such
              holder; 

                      (iii)  cause the Exchange of Exchange Securities
              for Silver King Securities and/or Redeemable Capital Stock
              or Redemption Securities to be a taxable transaction to
              the holder thereof;

                       (iv)  result in the Surviving Corporation being
              unable to pay its debts as they become due or becoming
              insolvent; or 

                        (v)  otherwise restrict, impair, limit or
              otherwise adversely affect the right or ability of a
              holder of Exchange Securities at any time to exercise the
              Exchange Right under this Agreement (including, but not
              limited to, any repurchase of shares of Silver King
              Securities by Silver King);

              provided, however, that with respect to clauses (ii) and
              (iii) hereof, if (x) such acquisition, ownership or
              Exchange is taxable to a holder of the Exchange Securities
              as a result of (1) any action or failure to act by such
              holder (other than due to an action or inaction by the
              Liberty Group or such holder specifically contemplated or
              required by this Agreement, the Merger Agreement, or the
              Stockholders Agreement), (2) the laws and regulations in
              effect at the Effective Time or (3) any difference in the
              tax position of an Eligible Holder relative to the tax
              position of Liberty HSN or (y) the taxes applicable to
              such acquisition, ownership or exchange would


                                       -29-
<PAGE>


              have accrued or been payable by Liberty HSN had all of the
              Exchange Securities been issued to Liberty HSN in the
              Merger at the Effective Time, then compliance with the
              covenants set forth in such clauses (ii) and (iii) shall
              be deemed waived by such holder of Exchange Securities and
              provided, further, that with respect to the covenants set
              forth in clauses (i) and (v) hereof, such covenants shall
              not apply to any such consequence that would be suffered
              or otherwise incurred by a holder of Exchange Securities,
              solely as a result of such holder being subject to
              additional or different regulatory restrictions and
              limitations than those applicable to Liberty HSN.

                   (b)  If the Exchange of Exchange Securities is
         taxable to an Eligible Holder as a result of a change in law or
         regulation or as a result of any action taken by Silver King
         (but not due to an action or unreasonable inaction by such
         holder (other than due to an action or inaction specifically
         contemplated or required by this Agreement, the Merger
         Agreement, or the Stockholders Agreement)) after the Effective
         Time Silver King acknowledges and agrees that it shall be
         obligated to provide to such holder upon such Exchange of
         Exchange Securities, a number of additional shares of Silver
         King Securities sufficient on an after-tax basis to pay any
         such resulting tax; provided, however, that Silver King shall
         have no obligation under this paragraph (b) to the extent such
         Exchange is taxable to an Eligible Holder solely as a result of
         any difference in the tax position of such Eligible Holder
         relative to the tax position of Liberty HSN.

                   (c)  So long as any Exchange Securities are
         outstanding, Silver King shall not declare or pay any cash
         dividends, or make any distribution of its properties or assets
         to the holders of Silver King Securities (other than a
         distribution of Silver King Securities which is tax free to the
         holders of Silver King Securities) or cause, or permit to
         occur, a Redemption Event, unless prior thereto Silver King
         shall have made arrangements reasonably acceptable to the
         holders of the Exchange Securities to protect such holders with
         respect to any adverse tax consequence incurred by such holder
         (other than the obligation of such holder to pay tax solely in
         respect of (i) the amount of such dividend or distribution or
         (ii) the amounts received pursuant to such Redemption Event, in
         each case as if such holder had been a holder of Silver King
         Securities on and after the Effective Date), resulting from the
         declaration and payment of such dividend or the making of such
         distribution or such Redemption Event; provided, however, that
         Silver King shall have no obligation under this paragraph (c)
         to the extent such adverse tax consequence is incurred by an
         Eligible Holder solely as a result of any difference in the tax
         position of such Eligible Holder relative to the tax position
         of Liberty HSN.

                   (d)  So long as any Exchange Securities are
         outstanding, Silver King will not (i) merge with or into any
         person, or consolidate with any person, (ii) sell or transfer
         to another corporation or other person the property of Silver
         King as an entirety or substantially as an entirety, or (iii)
         otherwise engage in any statutory exchange of Silver King
         Securities with another corporation or other person, in each
         case as a result of which shares of Silver King Securities
         would be reclassified or converted into the right to receive
         stock, securities or other property (including cash) or any
         combination thereof, unless in connection with any such
         transaction (and immediately prior to the consummation thereof)
         each holder of the Exchange Securities would be entitled to
         exchange all Exchange Securities for Silver King Securities
         (and own and exercise full rights of ownership of such Silver
         King Securities following such transaction) or each holder of
         such Exchange Securities would be


                                       -30-
<PAGE>


         entitled to own and exercise full rights of ownership of the
         stock, securities or other property receivable by a holder of
         the number and kind of Silver King Securities receivable by
         such holder upon such Exchange of Exchange Securities;
         provided, however, that Silver King shall have no obligation
         under this paragraph (d) to the extent that Liberty HSN would
         be entitled to own and exercise such rights had Liberty HSN
         held all outstanding Exchange Securities at the time of such
         transaction.  

                   (e)  Silver King shall not become a party and shall
         not permit any of its subsidiaries to become a party to any
         transaction with respect to the foregoing unless the terms of
         the agreements relating to such transaction include obligations
         of the applicable parties consistent with this Section 7.9. 


                                    ARTICLE 8

                                  MISCELLANEOUS

                   SECTION 8.1  Further Assurances.  From and after the
         Effective Time, each of Silver King, Liberty HSN and any
         Eligible Holder shall, at any time and from time to time, make,
         execute and deliver, or cause to be made, executed and
         delivered, such instruments, agreements, consents and
         assurances and take or cause to be taken all such actions as
         may reasonably be requested by any other party hereto to effect
         the purposes and intent of this Agreement.

                   SECTION 8.2  Expenses.  Except as otherwise provided
         herein, all costs and expenses, including, without limitation,
         fees and disbursements of counsel, financial advisors and
         accountants, incurred in connection with this Agreement and the
         transactions contemplated hereby shall be paid by the party
         incurring such costs and expenses, whether or not any Exchange
         shall occur.  

                   SECTION 8.3  Notices.  All notices, requests,
         demands, waivers and other communications required or permitted
         to be given under this Agreement shall be in writing and shall
         be deemed to have been duly given on (i) the day on which
         delivered personally or by telecopy (with prompt confirmation
         by mail) during a Business Day to the appropriate location
         listed as the address below, (ii) three Business Days after the
         posting thereof by United States registered or certified first
         class mail, return receipt requested, with postage and fees
         prepaid or (iii) one Business Day after deposit thereof for
         overnight delivery.  Such notices, requests, demands, waivers
         or other communications shall be addressed as follows:

                   (a)  if to Silver King to:

                        Silver King Communications, Inc.
                        12425 28th Street North
                        St. Petersburg, Florida  33716
                        Attention:  General Counsel
                        Telecopier No.:  (813) 572-1349


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<PAGE>


                        with a copy to:

                        Wachtell, Lipton, Rosen & Katz
                        51 West 52nd Street
                        New York, NY  10019-5150
                        Attention:  Pamela S. Seymon, Esq.
                        Telecopier No.:  (212) 403-2000

                   (b)  if to a member of the Liberty Group, to:

                        Liberty Media Corporation
                        8101 East Prentice Avenue, Suite 500
                        Englewood, Colorado  80111
                        Attention:  Peter M. Barton, President
                        Telecopier No.:  (303) 721-5415

                        with a copy to:

                        Baker & Botts, L.L.P.
                        599 Lexington Avenue
                        New York, New York  10022
                        Attention:  Frederick H. McGrath Esq.
                        Telecopier No.:  (212) 705-5125

                   (c)  If to a holder of Exchange Securities other than
                        a member of the Liberty Group, at the address
                        stated for such holder on the stock transfer
                        books of the Surviving Corporation;

         or to such other person or address as any party shall specify
         by notice in writing to the other party. 

                   SECTION 8.4  Entire Agreement.  This Agreement
         (including the documents referred to herein) constitutes the
         entire agreement between the parties and supersedes all prior
         agreements and understandings, oral and written, between the
         parties with respect to the subject matter hereof.

                   SECTION 8.5  Assignment; Binding Effect; Benefit.
         Neither this Agreement nor any of the rights, benefits or
         obligations hereunder may be assigned by Silver King without
         the prior written consent of the other party hereto.  The
         rights of the Liberty Group under this Agreement shall be
         assignable to any person acquiring Exchange Securities (or any
         interest therein (including an interest in any BDTV Entity));
         provided, that this provision shall not affect the rights and
         obligations of the parties to the Stockholders Agreement.
         Subject to the preceding sentence, this Agreement will be
         binding upon, inure to the benefit of and be enforceable by the
         parties and their respective successors and assigns.  Nothing
         in this Agreement, expressed or implied, is intended to confer
         on any person other than the parties or their respective
         successors and assigns, any rights, remedies, obligations or
         liabilities under or by reason of this Agreement.  No
         assignment permitted hereunder shall be effective until the
         assignee shall have agreed in writing to be bound by the terms
         of this Agreement.


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<PAGE>


                   SECTION 8.6  Amendment.  This Agreement may be
         amended, superseded or canceled, only by a written instrument
         specifically stating that it amends, supersedes or cancels this
         Agreement, executed by each of Silver King and a member of the
         Liberty Group.

                   SECTION 8.7  Extension; Waiver.  In connection with
         an Exchange, an Eligible Holder exercising its Exchange Right,
         or Silver King may, to the extent legally allowed, (i) extend
         the time specified herein for the performance of any of the
         obligations of the other Person, (ii) waive any inaccuracies in
         the representations and warranties of the other Person
         contained herein or in any document delivered pursuant hereto,
         (iii) waive compliance by the other Person with any of the
         agreements or covenants of such other Person contained herein
         or (iv) waive any condition to such waiving Person's obligation
         to consummate such Exchange to any of such waiving Person's
         other obligations under this Agreement.  Any agreement on the
         part of Silver King or such Eligible Holder to any such
         extension or waiver shall be valid only if set forth in a
         written instrument signed on behalf of such Person.  Any such
         extension or waiver by any Person shall be binding on such
         Person but not on any other Person entitled to the benefits of
         the provision of this Agreement affected unless such other
         Person also has agreed to such extension or waiver.  No such
         waiver shall constitute a waiver of, or estoppel with respect
         to, any subsequent or other breach or failure to comply
         strictly with the provisions of this Agreement.  The failure of
         any Person to insist on strict compliance with this Agreement
         or to assert any of its rights or remedies hereunder or with
         respect hereto shall not constitute a waiver of such rights or
         remedies in the future.  Whenever this Agreement requires or
         permits consent or approval by any Person, such consent or
         approval shall be effective if given in writing in a manner
         consistent with the requirements for a waiver of compliance as
         set forth in this Section 8.7.

                   SECTION 8.8  Survival.  The covenants and agreements
         in Articles 2, 3, and 7 and elsewhere in this Agreement shall
         survive until all of the Exchange Securities have been
         exchanged for Silver King Securities. 

                   SECTION 8.9  Tax Interpretation.  Whenever it is
         necessary for purposes of this Agreement to determine whether
         an Exchange is taxable or tax-free, such determination shall be
         made without regard to any interest imputed pursuant to Section
         483 of the Internal Revenue Code of 1986, as amended.  For
         purposes of this Agreement, a Person's "tax position" shall not
         include or take into account any offsets against any tax which
         are peculiar to such Person (such as tax credits, loss
         carry-overs, and current losses).

                   SECTION 8.10  General Interpretation.  When a
         reference is made in this Agreement to Sections, Articles or
         Schedules, such reference shall be to a Section, Article or
         Schedule (as the case may be) of this Agreement unless
         otherwise indicated.  When a reference is made in this
         Agreement to a "party" or "parties", such reference shall be to
         a party or parties to this Agreement unless otherwise
         indicated.  The table of contents and headings contained in
         this Agreement are for reference purposes only and shall not
         affect in any way the meaning or interpretation of this
         Agreement.  Whenever the words "include", "includes" or
         "including" are used in this Agreement, they shall be deemed to
         be followed by the words "without limitation".  The use of any
         gender herein shall be deemed to be or include the other
         genders and the use of the singular herein shall be deemed to
         be or include the plural (and vice versa), wherever
         appropriate.  The use of the words "hereof", "herein",
         "hereunder" and words of similar import shall refer to this
         entire Agreement, and not to any


                                       -33-
<PAGE>


         particular article, section, subsection, clause, paragraph or
         other subdivision of this Agreement, unless the context clearly
         indicates otherwise.  Notwithstanding anything herein to the
         contrary, for purposes of this Agreement, Silver King shall not
         be deemed to be a subsidiary or an affiliate of Liberty HSN,
         and the subsidiaries, directors, officers, employees and
         affiliates of Silver King shall not be deemed to be
         subsidiaries, directors, officers, employees or affiliates of
         Liberty HSN.

                   SECTION 8.11  Severability.  If any provision of this
         Agreement or the application thereof to any person or
         circumstance is held by a court of competent jurisdiction to be
         invalid, void or unenforceable, the remaining provisions
         hereof, or the application of such provision to persons or
         circumstances other than those as to which it has been held
         invalid or unenforceable, shall remain in full force and effect
         and shall in no way be affected, impaired or invalidated
         thereby, provided that, if any provision hereof or the
         application thereof shall be so held to be invalid, void or
         unenforceable by a court of competent jurisdiction, then such
         court may substitute therefor a suitable and equitable
         provision in order to carry out, so far as may be valid and
         enforceable, the intent and purpose of the invalid, void or
         unenforceable provision.  To the extent that any provision
         shall be judicially unenforceable in any one or more states,
         such provision shall not be affected with respect to any other
         state, each provision with respect to each state being
         construed as several and independent.

                   SECTION 8.12  Counterparts.  This Agreement may be
         executed in counterparts, each of which shall be deemed to be
         an original, and all of which together shall be deemed to be
         one and the same instrument.

                   SECTION 8.13  Applicable Law.  This Agreement and the
         legal relations between the parties shall be governed by and
         construed in accordance with the laws of the State of Delaware,
         without regard to the conflict of laws rules thereof.












                                       -34-
<PAGE>


                   IN WITNESS WHEREOF, the parties hereto have executed
         this Exchange Agreement as of the date first above written.


                                  SILVER KING COMMUNICATIONS, INC.



                                       /s/ Michael Drayer           
                                  By:  Michael Drayer
                                  Title:  Executive Vice President,
                                           General Counsel and Corporate
                                           Secretary


                                  LIBERTY HSN, INC.



                                       /s/ Robert R. Bennett        
                                  By:  Robert R. Bennett
                                  Title:  Executive Vice President




























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