EXHIBIT 10.6


                             FIRST AMENDMENT
                                   TO
                    UNITED VIDEO SATELLITE GROUP, INC.
                          EQUITY INCENTIVE PLAN


     This amendment to the United Video Satellite Group, Inc. Equity
Incentive Plan (the "Plan") is effective as of May 14, 1997.


                                RECITALS

     1.   As of November 16, 1993, United Video Satellite Group, Inc.,
          a Delaware corporation  (the "Company") adopted the Plan.
          Article XIV of the Plan provides that the Board of Directors
          of the Company may amend the Plan from time to time.

     2.   Pursuant to the power and right reserved under the Plan, the
          Board of Directors of the Company hereby amends the Plan,
          effective as of May 14, 1997, unless otherwise indicated,
          as set forth below.


                              AMENDMENTS

     1.   Section 2.1(a) is hereby amended in its entirety to provide
          as follows:

          "(a)  'Affiliated Corporation' means any corporation or
          other entity (including but not limited to a
          partnership) that is affiliated with United Video
          Satellite Group, Inc. through stock ownership or
          otherwise and is treated as a common employer under the
          provisions of sections 414(b) and (c) of the Code,
          together with any parent or subsidiary of the Company as
          defined in section 424 of the Code."

     2.   Section 2.1(e) is hereby amended by the addition thereto,
          immediately following the first sentence, of the following:

          "The Board may appoint more than one committee to
          perform specific responsibilities under the Plan,
          including the grant of Awards to specific groups of
          employees, and the reference herein to the Compensation
          Committee shall mean any such committee."

     3.   Effective as of January 1, 1997, section 4.2 is hereby
          amended in its entirety to provide as follows:

          "Any shares of Stock that are subject to an option that
          expires or for any reason is terminated unexercised, any
          shares of Stock that are subject to an Award (other than
          an Option) and that are forfeited, and any shares of
          Stock withheld for the payment of taxes or received by
          the Company as payment of the exercise price of an
          Option shall automatically become available for use
          under the Plan, provided, however, that no more than
          4,000,000 shares of Stock may be awarded pursuant to
          Incentive Options."

                                  1

<PAGE>


     4.   Article VI is hereby amended by the addition thereto, at the
          end, of the following:

          "Notwithstanding any other provision of this Plan, the
          maximum number of shares of Stock that may be issued to
          any one Participant during the term of this Plan
          pursuant to all Awards shall be 800,000 shares of Stock,
          provided, however, that Options issued under this Plan
          as substitution or replacement options pursuant to a
          reorganization shall not be counted against such limit,
          and provided further, that the 800,000 share limit shall
          be adjusted as provided in Articles IV and V to reflect
          any transaction described therein."

     5.   Section 7.2(a) is hereby amended by deleting therefrom the
          second sentence.

     6.   The last sentence of Section 9.4 is hereby amended in its
          entirety to provide as follows:

          "The amount payable to a Participant upon exercise of a
          Stock Appreciation Right shall be paid either by company
          check, by issuing shares of Stock to the Participant
          with a Fair Market Value (determined as of the date of
          exercise of the Stock Appreciation Right) equal to the
          amount payable to the Participant, or a combination
          thereof, as determined by the Committee in its sole
          discretion, within the time period specified in Section
          9.3."

     7.   Article X is hereby amended by the addition thereto, after
          the end of the first sentence, of the following:

          "The Compensation Committee may also, in its sole
          discretion, grant shares of Stock under this Plan as
          payment for all or any portion of other incentive
          compensation arrangements for employees of the Company."



     IN WITNESS WHEREOF, this First Amendment has been executed this
17th day of April, 1997 to be effective as of May 14, 1997.




ATTEST:                             UNITED VIDEO SATELLITE GROUP, INC.




 /s/ Charles Butler Ammann          By:    /s/ Peter C. Boylan III
----------------------------            -----------------------------
Charles Butler Ammann                   Peter C. Boylan III


                                  2

<PAGE>