UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  SCHEDULE 13D

                                (Amendment No. 2)

                    Under the Securities Exchange Act of 1934

                        GEMSTAR INTERNATIONAL GROUP LTD.
                                (Name of Issuer)

                    Ordinary Shares, par value $.01 per share
                         (Title of Class of Securities)

                                   G-3788-V106
                                 (CUSIP Number)

                            Michael D. Fricklas, Esq.
                                   Viacom Inc.
                                  1515 Broadway
                            New York, New York 10036
                            Telephone: (212) 258-6000
                     (Name, Address and Telephone Number of
            Person Authorized to Receive Notices and Communications)

                                October 15, 1998
             (Date of Event which Requires Filing of this Statement)


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

If the filing person has previously  filed a statement on Schedule 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 statement / /.



CUSIP No. G-3788-V106

(1)  Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person
                          VIACOM INTERNATIONAL INC.
     ---------------------------------------------------------------------------
                         I.R.S. Identification No. 13-3844753
     ---------------------------------------------------------------------------

(2)  Check the Appropriate Box if a Member of Group (See Instructions)

     |_|  (a)
               -----------------------------------------------------------------
     |_|  (b)
               -----------------------------------------------------------------

(3)  SEC Use Only
                  --------------------------------------------------------------

(4)  Sources of Funds (See Instructions)
                                        ----------------------------------------

(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
     2(d) or 2(e)
                  --------------------------------------------------------------


(6)  Citizenship or Place of Organization          Delaware
                                          --------------------------------------

- - --------------
 Number of          (7)     Sole Voting Power
   Shares                                              -------------------------
Beneficially        (8)     Shared Voting Power          2,315,629
 Owned by                                              -------------------------
   Each             (9)     Sole Dispositive Power
Reporting                                              -------------------------
  Person            (10)    Shared Dispositive Power     2,315,629
   With                                                -------------------------
- - --------------

(11  Aggregate Amount Beneficially Owned by Each Reporting Person
                    2,315,629
     ---------------------------------------------------------------------------


(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions)
                         -------------------------------------------------------


(13) Percent of Class Represented by Amount in Row (11)
                    4.75%
     ---------------------------------------------------------------------------


(14) Type of Reporting Person (See Instructions)            CO
                                                  ------------------------------

                                     Page 2



CUSIP No. G-3788-V106

(1)  Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person
                            SUMNER M. REDSTONE
     ---------------------------------------------------------------------------
                            I.R.S. Identification No.
     ---------------------------------------------------------------------------

(2)  Check the Appropriate Box if a Member of Group (See Instructions)

     |_|  (a)
               -----------------------------------------------------------------
     |_|  (b)
               -----------------------------------------------------------------

(3)  SEC Use Only
                  --------------------------------------------------------------

(4)  Sources of Funds (See Instructions)
                                        ----------------------------------------

(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
     2(d) or 2(e)
                  --------------------------------------------------------------


(6)  Citizenship or Place of Organization          United States
                                          --------------------------------------

- - --------------
 Number of          (7)     Sole Voting Power               22,126
   Shares                                              -------------------------
Beneficially        (8)     Shared Voting Power          2,315,629
 Owned by                                              -------------------------
   Each             (9)     Sole Dispositive Power          22,126
Reporting                                              -------------------------
  Person            (10)    Shared Dispositive Power     2,315,629
   With                                                -------------------------
- - --------------

(11  Aggregate Amount Beneficially Owned by Each Reporting Person
                    2,337,755
     ---------------------------------------------------------------------------


(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions)
                         -------------------------------------------------------


(13) Percent of Class Represented by Amount in Row (11)
                    4.8%
     ---------------------------------------------------------------------------


(14) Type of Reporting Person (See Instructions)            IN
                                                  ------------------------------

                                     Page 3



          This  Amendment  No. 2 amends the Statement on Schedule 13D filed with
the Securities and Exchange  Commission on May 19, 1997, as amended by Amendment
No. 1 thereto  filed on  February 7, 1998,  by Viacom  International  Inc.  (the
"Company")  and Mr. Sumner M. Redstone  ("Redstone")  with respect to the voting
Ordinary Shares,  $.01 par value per share (the "Ordinary  Shares"),  of Gemstar
International   Group  Limited,  a  British  Virgin  Islands   corporation  (the
"Issuer"),  with its principal  executive office located at 135 North Los Robles
Avenue, Suite 800, Pasadena, California 91101.


Item 4.   Purpose of Transaction.
          -----------------------

          Item 4 is hereby amended and supplemented as follows:

          In open market  transactions from October 12, 1998 through October 15,
1998, the Company and its 80%-owned  subsidiary,  Spelling  Entertainment  Group
Inc., sold 530,000 Ordinary Shares,  reducing the Reporting Persons'  beneficial
ownership to approximately 4.8%.

          The transactions reported in this Amendment No. 2 reduce the Reporting
Persons'  beneficial  ownership  to less than 5% of the  Ordinary  Shares of the
Issuer,  therefore, the Reporting Persons have no further reporting requirements
on a Statement on Schedule 13D with respect to the Issuer.

          The Company and Redstone may, from time to time,  offer to sell all or
a part of the  Ordinary  Shares  beneficially  owned by them,  in a single  or a
series of transactions.


Item 5.   Interest in Securities of the Issuer.
          -------------------------------------

          Item 5 is hereby amended as follows:

          The  Company   beneficially  owns  2,315,629  Ordinary  Shares,  which
represent  approximately  4.75% of the issued and  outstanding  Ordinary  Shares
(based on the number of Ordinary  Shares of the Issuer that were reported by the
Issuer to be issued and  outstanding  as of June 30, 1998).  Such shares consist
of:

          (i)       1,751,513 Ordinary Shares held directly by the Company;

          (ii)      554,116   shares  of   Ordinary   Shares  held  by  Spelling
                    Entertainment Group Inc. which is approximately 80% owned by
                    the Company; and

          (iii)     10,000  Ordinary  Shares  subject to  currently  exercisable
                    options  held by a director of the Issuer for the benefit of
                    the  Company.  These  options do not  entitle the Company to
                    vote  on any  matter  submitted  to a vote  of the  Issuer's
                    shareholders.

          Viacom Inc. ("Viacom"), as the sole shareholder of the Company, may be
deemed the beneficial  owner of all of the Ordinary Shares  described in clauses
(i),(ii) and (iii) of this Item 5.

          National Amusements,  Inc. ("NAI"), as the controlling  shareholder of
Viacom,  may be  deemed  the  beneficial  owner  of all of the  Ordinary  Shares
described in clauses (i), (ii) and (iii) of this Item 5.


                                     Page 4



          Redstone,  as the  controlling  stockholder  of NAI, may be deemed the
beneficial  owner of all of the Ordinary  Shares  described in clauses (i), (ii)
and (iii) of this Item 5.  Redstone also owns 22,126  Ordinary  Shares of Common
Stock directly.  The aggregate beneficial ownership of Redstone is approximately
4.8%.


 Transactions effected since the filing of Amendment No. 1 on February 7, 1998.
DATE NO. OF SHARES PRICE* WHERE AND HOW EXECUTED 10/12/98 15,000 $45.5833 Bear, Stearns, New York, New York 10/13/98 200,000 $45.2031 " 10/14/98 130,000 $45.0889 " 10/15/98 185,000 $45.1993 " *Price indicated is weighted average price of each day's aggregated purchases. All of the above transactions were sales.
Item 7. Material to Be Filed as Exhibits. --------------------------------- 99.1 Agreement between Viacom International Inc. and Sumner M. Redstone pursuant to Rule 13d-1(f)(1)(iii). Page 5 Signatures After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. October 15, 1998 Viacom International Inc. By: /S/ MICHAEL D. FRICKLAS ------------------------------- Name: Michael D. Fricklas Title: Senior Vice President, General Counsel /S/ SUMNER M. REDSTONE ------------------------------------ Sumner M. Redstone, Individually Page 6 EXHIBIT INDEX ------------- Exhibit No. Description - - ----------- ----------- 99.1 Agreement between Viacom International Inc. and Sumner M. Redstone pursuant to Rule 13d-1(f)(1)(iii). Page 7
                                  Exhibit 99.1
                                  ------------

          Pursuant  to Rule  13d-1(f)(1)(iii)  of the  Securities  and  Exchange
Commission  under the Securities  Exchange Act of 1934, as amended,  each of the
undersigned agrees that the statement to which this Exhibit is attached is filed
on its behalf.


October 15, 1998                   Viacom International Inc.


                                   By:  /S/ MICHAEL D. FRICKLAS
                                        -------------------------------
                                   Name:     Michael D. Fricklas
                                   Title:    Senior Vice President,
                                             General Counsel



                                   /S/ SUMNER M. REDSTONE
                                   ------------------------------------
                                    Sumner M. Redstone, Individually


                                     Page 8