Exhibit 10.7



                  UNITED VIDEO SATELLITE GROUP, INC.

                         STOCK OPTION PLAN

                     FOR NON-EMPLOYEE DIRECTORS

                     Effective April 24, 1996



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                        TABLE OF CONTENTS


ARTICLE I   GENERAL                                             3

     1.1    Definition                                          3
     1.2    Nature of Options                                   3

ARTICLE 11  OPTIONS                                             4

     2.1    Participation                                       4
     2.2    Grant                                               4
     2.3    Terms                                               4

ARTICLE 111 AUTHORIZED STOCK                                    6

     3.1    The Stock                                           6
     3.2    Adjustments for Stock Split, Stock Dividend,
              Etc.                                              6
     3.3    Adjustments for Distributions of Indebtedness,
              Securities or Assets                              6
     3.4    No Rights as Stockholder                            6
     3.5    Factional Shares                                    6

ARTICLE IV  CORPORATE REORGANIZATION; CHANGE OF CONTROL         7

     4.1    Reorganization                                      7
     4.2    Required Notice                                     7
     4.3    Acceleration of Exercisability                      7
     4.4    Change of Control                                   7

ARTICLE V   GENERAL PROVISIONS                                  8


     5.1    Expiration                                          8
     5.2    Amendments, Etc.                                    8
     5.3    Treatment of Proceeds                               8
     5.4    Effectiveness                                       8
     5.5    Fair Market Value                                   8
     5.6    Section Headings                                    9
     5.7    Severability                                        9
     5.8    Rule 16b-3                                          9


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                    UNITED VIDEO SATELLITE GROUP, INC.
                            STOCK OPTION PLAN
                        FOR NON-EMPLOYEE DIRECTORS



     The board of directors of United Video Satellite Group, Inc., a
Delaware corporation (the "Company"), hereby establishes the United
Video Satellite Group, Inc. Stock Option Plan for Non-Employee
Directors (the "Plan"), effective April 24, 1996 (the "Effective
Date"), subject to approval of the Company's stockholders.


                                PURPOSES

     The purposes of the Plan are to provide to certain directors of
the Company, who are not also employees of the Company, added incentive
to continue in the service of the Company and a more direct interest in
the future success of the operations of the Company by granting to such
directors options ("Options") to purchase shares of the $0.01 par value
Class A common stock (the "Stock") of the Company upon the terms and
conditions described below.


                               ARTICLE I

                                GENERAL


     1.1   Definition.  For purposes of the Plan and as used herein, a
"non-employee director" is an individual who (a) is a member of the
Board of Directors of the Company (the "Board") and (b) is not an
employee of the Company.  For purposes of the Plan, an employee is an
individual who receives wages from the Company that are subject to
withholding of federal income tax under section 3401 of the Internal
Revenue Code of 1986, as amended from time to time (the "Code").  A non-
employee director to whom an Option is granted is referred to herein as
a "Holder."


     1.2   Nature of Options.  The Options granted hereunder shall be
options that do not satisfy the requirements of section 422 of the
Code.


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                             ARTICLE II

                              OPTIONS


     2.1   Participation.  The non-employee directors on the Effective
Date and each non-employee director elected thereafter shall receive
Options to purchase Stock in accordance with Section 2.2 on the terms
and conditions herein described.

     2.2   Grant.

           (a)   Initial Grant.  Each individual who is a non-employee
director on the Effective Date shall automatically receive an Option to
purchase 15,000 shares of Stock.

           (b)   Newly-Elected Directors.  Each non-employee director
who is newly elected to the Board after the Effective Date shall
automatically receive, at the time of such election, an Option to
purchase shares of Stock if shares are then available for grant
hereunder.  Each Option granted pursuant to this Section 2.2(b) shall
entitle the newly elected non-employee director to purchase
15,000 shares of Stock, unless insufficient shares are available for
grant, in which case such director shall receive an Option to purchase
the number of shares available for grant (if the sole director elected)
or an Option to purchase his or her pro rata portion of the shares that
are available for grant (if more than one director is elected at that
time).

           (c)   Date of Grant.  The date on which a non-employee
director receives an Option hereunder is referred to as the date of
grant of such Option.

           (d)   Option Agreements.  Each Option granted under the Plan
shall be evidenced by a written stock option agreement (an "Option
Agreement") with the non-employee director to whom the Option is
granted.  The Option Agreement shall incorporate and conform to the
terms and conditions set forth herein.


     2.3    Terms.   Options issued pursuant to the Plan shall have the
following terms and conditions in addition to those set forth elsewhere
herein:

           (a)    Number.  Each non-employee director shall receive
under the Plan, Options to purchase the number of shares of Stock
specified in Section 2.2, subject to adjustment as provided in
Article III.  Such grants shall be effective at the times specified in
Section 2.2.

           (b)    Price.  The price at which each share of Stock
covered by the Option may be purchased by each non-employee director
shall be the Fair Market Value (as defined in Section 5.5) of the Stock
on the date the Company's stockholders approve adoption of the Plan (in
the case of the initial grants hereunder) or on the date the non-
employee director is newly elected to the Board (in the case of all
other grants), in each case subject to adjustment as provided in
Article III.

           (c)    Duration of Options.  The period within which each
Option may be exercised shall expire ten years from the date the Option
is granted (the "Option Period"), unless terminated sooner pursuant to
subsection (d) below or fully exercised prior to the end of such
period.

           (d)    Termination of Service, Death, Etc.  The Option shall
terminate in the following circumstances if the Holder ceases to be a
director of the Company:

                  (i)   If the Holder is removed as a director of the
Company during the Option Period for cause, the Option shall be void
thereafter for all purposes.

                  (ii)  If the Holder ceases to be a director of the
Company on account of disability within the meaning of Section 22(e)(3)
of the Code, the Option may be exercised by the Holder within six
months following the date on which the Holder ceased to be a director
(if otherwise within the Option Period), but not thereafter.  In any
such case, the Option may be exercised only as to the shares as to
which the Option had become exercisable on or before the date the
Holder ceased to be a director.

                  (iii) If the Holder dies during the Option Period
while still serving as a director or within either of the periods
referred to in Section 2.3(d)(ii) or (iv), the Option may be exercised
by those entitled to do so under the Holder's will or by the laws of
descent and distribution within the six month period following the
Holder's death (if otherwise within the Option Period), but not
thereafter.  In any such case, the Option may be exercised only as to
the shares as to which the Option had become exercisable on or before
the date the Holder ceased to be a director.

                  (iv)  If the Holder ceases to be a director within
the Option Period for any reason other than removal for cause,
disability or death, the Option may be exercised by the Holder within
three months following the date of such termination (if otherwise
within the Option Period), but not thereafter.  In any such case, the
Option may be exercised only as to the shares as to which the Option
had become exercisable on or before the date the Holder ceased to be a
director.


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           (e)    Transferability, Exercisability.  Each Option granted
under the Plan shall not be transferable by a Holder other than by will
or the laws of descent and distribution and shall be exercisable during
the Holder's lifetime only by the Holder or, in the event of disability
or incapacity, by the Holder's guardian or legal representative.
Notwithstanding any other provision of the Plan, no Option may be
exercised unless and until the Plan is approved by the stockholders of
the Company in accordance with Section 5.4.

           (f)    Exercise, Payments, Etc.

                 (i)    The method for exercising each Option granted
shall be by delivery to the Company (at the office of its general
counsel or chief legal officer) of written notice specifying the number
of shares with respect to which the Option is exercised.  The purchase
of Stock pursuant to the Option shall take place at the principal
office of the Company within thirty days following delivery of such
notice, at which time the purchase price of the Stock shall be paid in
full by any of the methods set forth in Section 2.3(f)(ii) or a
combination thereof.  If the purchase price is paid by means of a
broker's loan transaction as described in clause (C) of
Section 2.3(f)(ii), in whole or in part, the closing of the purchase of
the Stock under the Option shall take place on the date on which, and
only if, the sale of Stock upon which the broker's loan was based has
been closed and settled, unless the Holder makes an irrevocable written
election, at the time of exercise of the Option, to have the exercise
treated as fully effective for all purposes upon receipt of the
purchase price by the Company regardless of whether or not the sale of
the Stock by the broker is closed and settled.  A properly executed
certificate or certificates representing the Stock shall be delivered
to the Holder upon payment therefor.  If Options on less than all
shares evidenced by an Option Agreement are exercised, the Company
shall deliver a new Option Agreement evidencing the Option on the
remaining shares on delivery of the outstanding Option Agreement for
the Option being exercised.

                 (ii)   The exercise price shall be paid by any of the
following methods or any combination of such methods, at the option of
the Holder:  (A) wire transfer of funds to an account designated by the
Company; (B) certified, cashier's or other check acceptable to the
Company, payable to the order of the Company; or (C) delivery to the
Company of irrevocable instruments to a broker to deliver promptly to
the Company the amount of sale or loan proceeds required to pay the
purchase price of the Stock; or (D) delivery to the Company of
certificates representing the number of shares of Stock then owned by
the Holder, the Fair Market Value of which (determined as of the date
the notice of exercise is delivered to the Company) equals the price of
the Stock to be purchased pursuant to the Option, properly endorsed for
transfer to the Company.  No Option may be exercised by delivery to the
Company of certificates representing Stock that has been held by the
Option Holder for less than six months or such other period as shall be
necessary for the Company to avoid, if possible, the recognition of
expense with respect to the Option for accounting purposes.

           (g)    Vesting; Service Required for Exercise.  Except as
set forth in Sections 2.3(d), 4.3, 4.4 and 5.4, each Option shall vest
and become exercisable in increments after each year of continuous
service by the Holder as a non-employee director of the Company
commencing with the one-year anniversary of continuous service from the
date of grant.  The number of shares as to all or part of which the
Option may be exercised after one year of continuous service as a non-
employee director after the date of grant shall be 20% of the total
number of shares covered by the Option, with an additional 20% being
exercisable after each additional year of continuous service as a non-
employee director through the fifth year of continuous service
following the date of grant.  Except as set forth in Sections 2.3(d),
4.3 and 4.4, the Option shall not be exercisable as to any shares as to
which the continuous service requirement has not been satisfied,
regardless of the circumstances under which the Holder ceased to be a
director.  The number of shares as to which the Option may be exercised
shall be cumulative, so that once the Option becomes exercisable as to
any shares it shall continue to be exercisable as to those shares until
expiration or termination of the Option as provided in the Plan.


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                             ARTICLE III

                          AUTHORIZED STOCK



     3.1   The Stock.  The total number of shares of Stock as to which
Options may be granted pursuant to the Plan shall be 165,000 in the
aggregate.  The number of shares of Stock authorized for grant
hereunder shall be adjusted in accordance with the provisions of
Section 3.2.  Shares of Stock underlying expired or canceled and
unexercised Options shall again be available for grant under the Plan.
However, shares surrendered to the Company in payment of an Option
exercise price shall not increase the number of shares available for
grant as Options under the Plan.  The Company shall at all times
reserve a sufficient number of shares of Stock, or otherwise assure
itself of its ability to perform its obligations hereunder.

     3.2   Adjustments for Stock Split, Stock Dividend, Etc.  If the
Company shall at any time increase or decrease the number of its
outstanding shares by means of payment of a stock dividend or any other
distribution upon such shares payable in Stock, or through a stock
split, subdivision, consolidation, combination, reclassification or
recapitalization involving the Stock, or change in any way the rights
and privileges of such shares, then the numbers, rights and privileges
of the following shall be increased, decreased or changed in like
manner as if the corresponding shares had been issued and outstanding,
fully paid and nonassessable at the time of such occurrence:  (a) the
shares as to which Options may be granted under the Plan; (b) the
shares that a non-employee director shall receive upon the grant of an
Option hereunder; and (c) the shares then subject to each outstanding
Option.  Upon any occurrence described in this Section 3.2, the total
Option Price under each then outstanding Option shall remain unchanged
but shall be apportioned ratably over the increased or decreased number
of shares subject to the Option.

     3.3   Adjustments for Certain Distributions.  If the Company at
any time distributes to all holders of Stock shares of its capital
stock, evidences of indebtedness, securities or assets (excluding cash
dividends or cash distributions payable out of capital surplus and
dividends or other distributions referred to in Section 3.2), then the
exercise price per share of Stock for each outstanding Option shall be
adjusted to reflect the value of the capital stock, indebtedness,
securities or assets distributed.  In each such case, the Company shall
provide for the delivery upon exercise of such Option of cash in an
amount equal to the difference between the Fair Market Value of a share
of Stock on the first trading day the Stock trades without the right to
receive the distribution and the Fair Market Value of a share of Stock
on the last trading day the Stock trades with the right to receive the
distribution.

     3.4   No Rights as Stockholder.  A Holder shall have none of the
rights of a stockholder with respect to the shares subject to an Option
until the date the Option is properly exercised.  Except as provided in
this Article III, no adjustment shall be made for dividends, rights or
other property distributed to stockholders (whether ordinary or
extraordinary) for which the record date is prior to the date the
Option is so exercised pursuant to Section 2.3(f).

     3.5   Fractional Shares.  No adjustment or substitution provided
for in this Article III shall require the Company to issue a fractional
share.  The total substitution or adjustment with respect to each
Option shall be limited by deleting any fractional share.


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                               ARTICLE IV

                 CORPORATE REORGANIZATION; CHANGE OF CONTROL

     4.1   Reorganization.  Upon the occurrence of any of the following
events, if the notice required by Section 4.2 shall have first been
given, the Plan and all Options then outstanding hereunder shall
automatically terminate and be of no further force and effect
whatsoever, without the necessity for any additional notice or other
action by the Board or the Company:  (a) the merger or consolidation of
the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or change
of outstanding shares of Stock); or (b) the sale or conveyance of the
property of the Company as an entirety or substantially as an entirety
(other than a sale or conveyance in which the Company continues as a
holding company of an entity or entities that conduct the business or
businesses formerly conducted by the Company); or (c) the dissolution
or liquidation of the Company.

     4.2   Required Notice.  At least 30 days' prior written notice of
any event described in Section 4.1 shall be given by the Company to
each Holder, unless in the case of the events described in clauses (a)
or (b) of Section 4.1, the Company, or the successor or purchaser, as
the case may be, shall make adequate provision for the assumption of
the outstanding Options or the substitution of new options for the
outstanding Options on terms comparable to the outstanding Options
except that the Holder of each Option then outstanding shall have the
right thereafter to purchase the kind and amount of shares of stock or
other securities or property or cash receivable upon such merger,
consolidation, sale or conveyance by a holder of the number of shares
of Stock that would have been receivable upon exercise of the Option
immediately prior to such merger, consolidation, sale or conveyance
(assuming such holder of Stock failed to exercise any rights of
election and received per share the kind and amount received per share
by a majority of the non-electing shares).  The provisions of this
Article IV shall similarly apply to successive mergers, consolidations,
sales or conveyances.  Such notice shall be deemed to have been given
when delivered personally to a Holder or when mailed to a Holder by
registered or certified mail, postage prepaid, at such Holder's address
last known to the Company.

     4.3   Acceleration of Exercisability.  Subject to Section 5.4,
Holders notified, in accordance with Section 4.2, of a transaction with
a third party not controlled by Tele-Communications, Inc. ("TCI") or
its affiliates may exercise their Options at any time before the
occurrence of the event requiring the giving of notice (but subject to
occurrence of such event), regardless of whether all conditions of
exercise relating to length of service as a director have been
satisfied.

     4.4   Change of Control.  If a Change in Control (as defined
below) occurs, all Options shall become exercisable in full, regardless
of whether all conditions of exercise relating to continuous service
have been satisfied.  A "Change in Control" is deemed to have occurred
if (a) a person (as such term is used in Section 13(d) of the Exchange
Act) becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of shares of the Company having 50% or more of the total
number of votes that may be cast for the election of directors of the
Company; or (b) individuals who constitute the directors of the Company
at the beginning of a 24-month period cease to constitute at least 2/3
of all directors at any time during such period, unless the election of
any new or replacement directors was approved by a vote of at least a
majority of the members of the Board in office immediately prior to
such period and of the new and replacement directors so approved.
Notwithstanding anything to the contrary in this Section 4.4, no Option
will become exercisable by virtue of the occurrence of a Change in
Control if the Holder of that Option or any group of which that Holder
is a member is the person whose acquisition constituted the Change in
Control, and no Change of Control shall be deemed to have occurred upon
the transfer of beneficial ownership of shares of the Company between
or among persons that are affiliates of TCI so long as TCI or an
affiliate thereof controls the Company.


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                              ARTICLE V

                         GENERAL PROVISIONS

     5.1   Expiration.  The Plan shall terminate whenever the Board
adopts a resolution to that effect.  After termination, no additional
Options shall be granted under the Plan, but the Company shall continue
to recognize Options previously granted.

     5.2   Amendments, Etc.  The Board may from time to time amend,
modify, suspend or terminate the Plan.  Nevertheless, no such
amendment, modification, suspension or termination shall impair any
Option theretofore granted under the Plan or deprive any Holder of any
shares of Stock that he may have acquired through or as a result of the
Plan without the consent of the Holder.  The Plan may not be amended
more than once every six months with respect to the persons entitled to
be granted Options hereunder, the timing of grants for participants,
the number of shares of Stock to be granted as Options to individual
participants or the price thereof, other than amendments necessary to
comport with changes in the Code or the rules and regulations
thereunder.  The Company shall obtain the approval of stockholders to
any amendment or modification of the Plan to the extent required by
Rule 16b-3 (or any successor applicable rule) or by the listing
requirements of Nasdaq or any stock exchange on which the Company's
securities are quoted or listed for trading.

     5.3   Treatment of Proceeds.  Proceeds from the sale of Stock
pursuant to Options granted under the Plan shall constitute general
funds of the Company.

     5.4   Effectiveness.  This Plan shall be effective on the
Effective Date, subject to approval by the affirmative votes of the
holders of a majority of the shares of the Company present or
represented and entitled to vote at a meeting duly held in accordance
with law within one year following the Effective Date.  If the
stockholders of the Company do not approve the Plan as specified above,
Options granted under the Plan shall be deemed to be rescinded without
any further action by the Board or the Company, and the Plan shall
automatically terminate.

     5.5   Fair Market Value.  The "Fair Market Value" of a share of
Stock shall be the last reported sale price of the Stock on Nasdaq on
the day the determination is to be made, or if no sale took place on
such day, the average of the closing bid and asked prices of the Stock
on Nasdaq on such day, or if the market is closed on such day, the last
day prior to the date of determination on which the market was open for
the transaction of business, as reported by Nasdaq.  If, however, the
Stock should be listed or admitted for trading on a national securities
exchange, the Fair Market Value of a share of the Stock shall be the
last sales price, or if no sales took place, the average of the closing
bid and asked prices on the day the determination is to be made, or if
the market is closed on such day, the last day prior to the date of
determination on which the market was open for the transaction of
business, as reported in the principal consolidated transaction
reporting system for the principal national securities exchange on
which the Stock is listed or admitted for trading.  If the Stock is not
listed or traded on Nasdaq or on any national securities exchange, the
Fair Market Value for purposes of the grant of Options under the Plan
shall be determined by the Board in good faith.


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     5.6.  Section Headings.  The Section headings are included herein
only for convenience, and they shall have no effect on the
interpretation of the Plan.

     5.7   Severability.  If any article, section, subsection or
specific provision is found to be illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining provisions
of the Plan, and the Plan shall be construed and enforced as if such
illegal and invalid provision had never been set forth in the Plan.

     5.8   Rule 16b-3.  This Plan is intended to comply with the
requirements of Rule 16b-3 and any successor applicable rule so that
Options granted under the Plan will not affect the status of non-
employee directors as disinterested persons and that such grants will
otherwise satisfy the requirements of such rules.  To the extent the
Plan does not conform to such requirements, it shall be deemed amended
to so conform without any further action on the part of the Board of
Directors or stockholders.

     Adopted as of April 24, 1996.




                             UNITED VIDEO SATELLITE GROUP, INC.,
                               a Delaware corporation



                             By:    /s/ Lawrence Flinn, Jr.
                                 -----------------------------------
                                 Lawrence Flinn, Jr.
                                 Chairman and Chief Executive Officer


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