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                                                                 EXHIBIT 10.37.1


                       AMENDMENT TO EMPLOYMENT AGREEMENT


         This Amendment to Employment Agreement (the "Agreement") is made and
entered into as of the 17 day of July, 1995 by and between Robert Shaye
(hereinafter referred to as "Employee"), and New Line Cinema Corporation, a
corporation organized under the laws of the State of Delaware (hereinafter
referred to as the "Employer"):

                              W I T N E S S E T H:

         WHEREAS, Employee and the Employer are parties to that certain
employment agreement of January 28, 1994, (the "Employment Agreement");

         WHEREAS, the parties desire to enter into this Amendment to amend the
Employment Agreement so as to extend the term thereof;

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree to amend the Employment Agreement as follows:

         1.      Section 3(a) of the Employment Agreement is hereby deleted and
the following new Section 3(a) shall be substituted therefor:

                 3.       Term.

                 (a)      The initial term of this Agreement shall commence on
the Effective Date of the merger of NL Acquisition Co. with and into the
Employer (the
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"Effective Date") and terminate on December 31, 1999, subject, however, to
prior termination as provided in this Agreement.

         2.      Section 4(a) of the Employment Agreement is hereby amended to
provide that, in full payment for all of his services hereunder and all rights
granted herein, Employee's Base Salary for the period from January 1, 1999
through December 31, 1999 shall be the greater of One Million Nine Hundred
Sixty Thousand Forty-seven Dollars and Fifty Cents ($1,960,047.50) or One
Million Eight Hundred Twenty-three Thousand Three Hundred ($1,823,300.00) plus
the greater of the rate of increase in the Consumer Price Index for all urban
consumers for the year ended December 31, 1998 as determined by the U.S.
Department of Labor (U.S. City Average, with 1982 as the base year), or the
rate of increase for similarly situated executives for the year ended December
31, 1998 as determined in the American Compensation Association Survey, as
provided by Towers Perrin.

         3.      This Amendment shall be contingent upon the Employer's parent,
Turner Broadcasting System, Inc. ("TBS") granting to Employee the option to
purchase 636,000 shares of TBS's Class B Common stock at an option price of
$16.875 per share (the "Option Grant") pursuant to the Turner Broadcasting
System 1993 Stock Option and Equity-Based Award Plan (the "Plan").  The Option
Grant shall be contingent only upon approval by the TBS's Shareholders at the
Annual Meeting of Shareholders on June 9, 1995 of the proposal to approve an
amendment to the Plan (the "Plan Amendment").

         4.      Except as expressly amended hereby, the terms and conditions
of the Employment Agreement shall remain in full force and effect.
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         5.      This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

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


                                        NEW LINE CINEMA CORPORATION
                                        
                                        
                                        
                                        By:  /s/ Michael Lynne
                                             ----------------------------
                                        Its:        President            
                                             ----------------------------



ATTEST: /s/ Steven W. Korn                
        ----------------------------------
NAME:   Steven W. Korn                    
        ----------------------------------
TITLE:  Vice President and General Counsel
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                                        EMPLOYEE



                                        /s/ Robert Shaye                 
                                        ---------------------------------
                                        Robert Shaye