SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A
                                Amendment No. 1

|X|  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the fiscal year ended December 31, 1996 or

|_|  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934

Commission file number: 0-21902

                            STARSIGHT TELECAST, INC.
             (Exact name of registrant as specified in its charter)

           California                                   94-3003250
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                Identification Number)

  39650 Liberty Street, Fremont, CA                       94538
(Address of principal executive office)                 (Zip Code)

       Registrant's telephone number, including area code: (510) 657-9900

           Securities registered pursuant to Section 12(b) of the Act:

    Title of each class                              Name of each exchange
         None                                         on which registered
                                                              None


           Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, no par value
                                (Title of Class)

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

      Yes    X       No  
           -----         -----

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |_|

      The aggregate market value of the voting stock held by  non-affiliates  of
the  registrant,  based  upon the  closing  sale  price of the  Common  Stock on
February  18,  1997 as  reported  on The  Nasdaq  National  Market  System,  was
approximately  $108,328,000.  Shares of Common  Stock held by each  officer  and
director and by each person who owns 5% or more of the outstanding  Common Stock
have been  excluded in that such  persons may be deemed to be  affiliates.  This
determination of affiliate status is not necessarily a conclusive  determination
for other purposes.

      As of February 18, 1997,  Registrant had outstanding  25,612,585 shares of
Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

<PAGE>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

         (a)(1)   Financial Statements

                  The following  financial  statements are filed as part of this
Report:

                                                                         Page
                                                                         ----
 Index to Financial Statements                                            F-1
 Independent Auditors' Report                                             F-2
 Balance Sheets, December 31, 1996 and 1995                               F-3
 Statements of Operations for the twelve months 
  ended December 31, 1996 and 1995,
  six months ended  December 31, 1994, 
  and twelve months ended June 30, 1994                                   F-4
 Statements of  Shareholders'  Equity for the
  twelve  months ended  December 31, 1996 and
  1995,  six months ended  December 31, 1994,  
  and twelve  months ended June 30, 1994                                  F-5 
 Statements of Cash Flows for the
  twelve months ended December 31, 1996 and 1995, six
  months ended December 31, 1994, and twelve
  months ended June 30, 1994                                              F-7
 Notes to Financial Statements                                            F-8


         (a)(2)   Financial Statement Schedules

                  All financial statement schedules are omitted because they are
not applicable or the required  information is shown in the Financial Statements
or Notes thereto.


 (a)(3)   Exhibits

         2(13)             Agreement and Plan of Merger dated as of December 23,
                           1996 by and among Registrant,  Gemstar  International
                           Group Limited and G/S Acquisition Subsidiary.
         3.1(1)            Restated  Articles of  Incorporation  of  Registrant.
         3.2(2)            Bylaws of Registrant, as amended.
         4.1(13)           Company  Option  Agreement  dated as of December  23,
                           1996   by  and   between   Registrant   and   Gemstar
                           International Group Limited.
         4.2(13)           Company Significant Shareholder Agreement dated as of
                           December  23,  1996  between  Registrant  and Gemstar
                           International Group Limited, THOMSON multimedia S.A.,
                           PVI  Transmission  Inc.,  Tribune  Company,  Spelling
                           Entertainment, Inc., Cox Communications, Inc. and The
                           Providence Journal Company.
         4.3(14)           Parent Option Agreement dated as of December 23, 1996
                           by and between  Registrant and Gemstar  International
                           Group Limited.
         4.4(14)           Parent Significant  Shareholder Agreement dated as of
                           December 23, 1996 between Gemstar International Group
                           Limited,   the  Registrant,   Dynamic  Core  Holdings
                           Limited, Creative Assets Limited and Henry Yuen.

                                        2
<PAGE>

         10.1(3,12)        1989 Stock Incentive Program,  as amended,  and forms
                           of agreements thereunder.
         10.2(2)           Employee  Stock Purchase Plan and forms of agreements
                           thereunder.
         10.3(2)           Lease  Agreement   between   Registrant  and  Shapell
                           Industries of Northern California dated as of January
                           8, 1992.
         10.4(2)           Form of Indemnification Agreements between Registrant
                           and its officers and directors.
         10.5(2)           Corporate Partnership Agreement dated as of September
                           12, 1991, as amended,  between  Registrant and Viacom
                           International Inc.
         10.6**(2)         Agreement  dated  as of  January  31,  1991,  between
                           Registrant  and  Tribune  Media  Services,  Inc.,  as
                           amended.
         10.7**(2)         Memorandum  of  Understanding   dated  May  28,  1993
                           between    Registrant   and    Mitsubishi    Electric
                           Corporation.
         10.8**(2)         Manufacturing  Agreement  dated  as of June  1,  1991
                           between    Registrant    and    Zenith    Electronics
                           Corporation.
         10.9**(2)         Network Service and Joint Development Agreement dated
                           as  of  October  11,   1989,   as  amended,   between
                           Registrant and National Datacast, Inc.
         10.10**(2)        License  Agreement  dated as of March 5, 1993 between
                           Registrant and TV/COM International.
         10.11**(2)        Terms of  Affiliation  Agreement  dated as of January
                           24, 1993 between Registrant and KBLCOM Incorporated.
         10.12**(2)        License and Technical  Assistance  Agreement dated as
                           of March 1, 1991 between Registrant and Video Control
                           Technology, Inc.
         10.13**(2)        License and Technical  Assistance  Agreement dated as
                           of   October   1,   1992   between   Registrant   and
                           Scientific-Atlanta, Inc.
         10.14**(2)        License and Technical  Assistance  Agreement dated as
                           of October 1, 1992  between  Registrant  and  General
                           Instrument Corp.
         10.15**(2)        License and Technical  Assistance  Agreement dated as
                           of December 1, 1992 between  Registrant  and GoldStar
                           Co., Ltd.
         10.16**(2)        Subscriber  Billing  Service  Agreement  dated  as of
                           December 23, 1992 between  Registrant  and First Data
                           Resources, Inc.
         10.17**(2)        HTVRO  Distribution  Agreement  dated as of April 30,
                           1993  between   Registrant  and  Showtime   Satellite
                           Networks, Inc.
         10.18**(2)        Letter  Agreement  dated as of May 27,  1993  between
                           Registrant and Lifetime Television.
         10.19**(2)        Agreement  dated  as  of  October  30,  1992  between
                           Registrant and TV Data Technologies, Inc.
         10.20(2)          Terms   of   Warrant   Issuance   Agreement   between
                           Registrant and Providence Journal Company.
         10.21(2)          Terms of Warrant  Issuance  Agreement dated as of May
                           18, 1993  between  Registrant  and Times Mirror Cable
                           Television Inc.
         10.22(2)          Manufacturing  Agreement  dated  as of May  28,  1993
                           between Registrant and PCI Limited.
         10.23(2)          Assignment  Agreement dated as of May 9, 1989 between
                           Registrant and Patrick Young.
         10.24(8)          Employment  Agreement between  Registrant and Michael
                           W. Faber dated as of December 1, 1994.
         10.25(8)          Employment  Agreement between  Registrant and John H.
                           Roop dated as of December 1, 1993.


                                        3
<PAGE>

         10.26(2)          Employment   and   Consulting    Agreement    between
                           Registrant  and  Patrick  Young dated as of August 1,
                           1992.
         10.27(2)          Warrants  issued by  Registrant  to Tribune  Company,
                           dated January 22, 1992.
         10.28(2)          Warrants  issued by Registrant to KBL Ventures,  Inc.
                           dated February 3, 1993.
         10.29(2)          Warrants  issued by Registrant to Providence  Journal
                           Company dated May 7, 1993.
         10.30(2)          Warrants  issued by  Registrant to Times Mirror Cable
                           Television dated May 18, 1993.
         10.31(6)          Consulting  Agreement between  Registrant and Willard
                           Block dated December 1, 1993.
         10.32(6)          Consulting  Agreement between  Registrant and John F.
                           Doyle dated December 1, 1993.
         10.33(4)          License and Technical  Assistance  Agreement dated as
                           of November 26, 1993 between  Registrant  and Samsung
                           Electronics Co. Ltd.
         10.34**(2)        Network Service  Agreement dated as of April 30, 1993
                           between Registrant and Viacom International Inc.
         10.35(2)          Terms of Warrant Issuance  Agreement dated as of June
                           18, 1993 between  Registrant and Cox  Communications,
                           Inc.
         10.36**(2)        Terms of Affiliation  Agreement  dated as of June 18,
                           1993 between Registrant and Cox Communications, Inc.
         10.37(2)          Warrants issued by Registrant to Cox  Communications,
                           Inc. dated June 18, 1993.
         10.38(8)          Employment  Agreement between the Registrant and John
                           B. Burns III dated as of December 1, 1993.
         10.39(8)          Employment Agreement between Registrant and Martin W.
                           Henkel dated as of December 1, 1994.
         10.40**(4)        License and Technical  Assistance  Agreement dated as
                           of October 28,  1993  between  Registrant  and Uniden
                           American Corporation.
         10.41**(4)        License and Technical  Assistance  Agreement dated as
                           of November 5, 1993  between  Registrant  and Philips
                           Consumer Electronics Company.
         10.42**(5)        License and Technical  Assistance  Agreement dated as
                           of January 31, 1994 between Registrant and Mitsubishi
                           Electric Corporation.
         10.43**(6)        License and Technical  Assistance  Agreement dated as
                           of  May  12,  1994  between  Registrant  and  THOMSON
                           Consumer Electronics.
         10.44**(7)        License and Technical  Assistance  Agreement dated as
                           of  August  12,  1994  between  Registrant  and  Sony
                           Corporation.
         10.45**(7)        License and Technical  Assistance  Agreement dated as
                           of  September   23,  1994  between   Registrant   and
                           Matsushita Electric Corporation of America.
         10.46(7)          Strategic  Agreement  dated  October 28, 1994 between
                           Registrant and Bell Atlantic Video Services Company.
         10.47**(8)        License and Technical  Assistance  Agreement dated as
                           of December  7, 1994  between  Registrant  and Daewoo
                           Electronics Company, Ltd.
         10.48**(8)        License and Technical  Assistance  Agreement dated as
                           of February  13, 1995  between  Registrant  and Sharp
                           Corporation.
         10.49**(8)        License and Technical  Assistance  Agreement dated as
                           of February 26, 1995 between  Registrant and GoldStar
                           Co., Limited.
         10.50(8)          Network  Service  Agreement  between  Registrant  and
                           Trinity Broadcasting Network dated August 16, 1994.


                                        4
<PAGE>

         10.51(8)          License and Technical  Assistance  Agreement  between
                           Registrant  and NextWave  Communications  Corporation
                           dated March 15, 1995.
         10.52(9)          Employment  Agreement between Registrant and Larry W.
                           Wangberg dated February 2, 1995.
         10.53(9)          Employment  Agreement between  Registrant and John R.
                           Roop dated December 1, 1994.
         10.54**(9)        Service Agreement between Registrant and Viacom Cable
                           dated November 10, 1994.
         10.55**(9)        Agreement  between  Registrant  and Philips  Consumer
                           Electronics Company dated October 27, 1994.
         10.56**(10)       Agreement  between  Registrant  and  Toshiba  America
                           Consumer Products Inc. dated May 23, 1995.
         10.57**(11)       Strategic  Cooperation  Agreement  dated February 21,
                           1996,  between StarSight  Telecast,  Inc. and THOMSON
                           multimedia S.A.
         10.58(11)         Securities  Purchase  Agreement  dated as of February
                           19,  1996  between   THOMSON   multimedia   S.A.  and
                           StarSight Telecast, Inc.
         10.59(11)         StarSight   Telecast,   Inc.  Common  Stock  Purchase
                           Warrant to Purchase  2,000,000 Plus a Variable Amount
                           of  Shares  of  Common  Stock,   granted  to  THOMSON
                           multimedia S.A.
         10.60(11)         Shareholders  Agreement dated February 19, 1996 among
                           THOMSON multimedia S.A.,  StarSight  Telecast,  Inc.,
                           and PVI Transmission, Inc.
         10.61(11)         Right of First Refusal  Agreement  dated February 19,
                           1996  between  StarSight  Telecast,  Inc. and THOMSON
                           multimedia S.A.
         10.62(11)         Amendment No. Two To Corporate Partnership Agreement,
                           dated  November  20, 1995 among  StarSight  Telecast,
                           Inc., Michael W. Faber, Patrick Young, Milbank Wilson
                           Capital  Partners,  and  PVI  Transmission  Inc.  (as
                           successor to Viacom International, Inc.)
         10.63(11)         Amendment   No.   Three  to   Corporate   Partnership
                           Agreement,   dated   February   19,  1996  among  PVI
                           Transmission    Inc.   (as    successor   to   Viacom
                           International, Inc.), StarSight Telecast, Inc., Scott
                           Wilson,  Jeremiah  Milbank,   Michael  W  Faber,  and
                           Patrick Young.
         10.64**           Agreement  dated  as of  December  20,  1996  between
                           Registrant and Microsoft Corporation.
         10.65+            Letter  Agreement,  dated December 23, 1996,  between
                           Registrant   and   Larry  W.   Wangberg.
         10.66+            Letter  Agreement,  dated December 23, 1996,  between
                           Registrant   and   Brian L. Klosterman.
         10.67+            Employment  Agreement  between  Registrant and  Larry
                           W. Wangberg dated as of December 23, 1996.
         10.68+            Employment  Agreement  between  Registrant and  Brian
                           L. Klosterman dated as of December 23, 1996.
         10.69+            Employment  Agreement  between  Registrant and Martin
                           W. Henkel dated as of December 23, 1996.
         10.70+            Employment Agreement between Registrant and   Kenneth
                           A. Milnes dated as of December 23, 1996.
         10.71+            Employment    Agreement    between   Registrant   and
                           Jonathan Orlick dated as of December 23, 1996.
         11.1+             Computation of net loss per share.
         23.1+             Independent Auditors' Consent.
         24.1+             Power of Attorney.
         27.1+             Financial Data Schedule.

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

+           Previously filed.
**          Confidential treatment has been granted or requested with respect to
            certain  portions of this exhibit.  Omitted portions have been filed
            separately with the Securities and Exchange Commission.
(1)         Incorporated by reference to Item 14 "Exhibits,  Financial Statement
            Schedules and Reports on Form 8-K" of the Company's Annual Report on
            Form 10-K for the fiscal year ended June 30, 1993.
(2)         Incorporated by reference to the Registration  Statement on Form S-1
            (File No.  33-64138)  as declared  effective by the  Securities  and
            Exchange Commission July 29, 1993.
(3)         Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K" of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended September 30, 1993.

                                        5
<PAGE>

(4)         Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K" of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended December 31, 1993.
(5)         Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K" of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended March 31, 1994.
(6)         Incorporated by reference to Item 14 "Exhibits,  Financial Statement
            Schedules and Reports on Form 8-K" of the Company's Annual Report on
            Form 10-K for the fiscal year ended June 30, 1994.
(7)         Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K "of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended September 30, 1994.
(8)         Incorporated by reference to Item 14 "Exhibits,  Financial Statement
            Schedules  and  Reports  on Form  8-K" of the  Company's  Transition
            Report on Form 10-K for the  transition  period from July 1, 1994 to
            December 31, 1994.
(9)         Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K" of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended March 31, 1995.
(10)        Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K" of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended June 30, 1995.
(11)        Incorporated by reference to Item 14 "Exhibits, Financial Statements
            Schedules  and  Reports  on Form  8-K"  for the  fiscal  year  ended
            December 31, 1995.
(12)        Incorporated by reference to the Company's Registration Statement on
            Form  S-8  (File  No.  333-04075)  as  declared   effective  by  the
            Commission on May 20, 1996.
(13)        Incorporated  by  reference  to  Item 7  "Material  to be  Filed  as
            Exhibit" of Schedule 13D as filed with the  Commission on January 2,
            1997 by Gemstar  International  Group Limited  (Commission  File No.
            0-26878).
(14)        Incorporated  by  reference  to  Item 7  "Material  to be  Filed  as
            Exhibit" of the Company's  Schedule 13D filed with the Commission on
            January 2, 1997.

         (b)  Reports on Form 8-K.  The Company did not file any reports on Form
8-K during the last quarter of the fiscal year ended December 31, 1996.

         (c)  Exhibits.  See Item 14(a)(3) above.

         (d)  Financial Statement Schedules.   See Item 14(a)(2) above.


                                        6
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                           STARSIGHT TELECAST, INC.


                                           By:   /s/ Martin W. Henkel
                                             -----------------------------------

Date: June 2, 1997


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:

         Signature                         Title                       Date
-------------------------   ----------------------------------    --------------



    Larry W. Wangberg*      Chairman of the Board of Directors    June 2, 1997
------------------------    and Chief Executive Officer
    Larry W. Wangberg       (Principal Executive Officer)

  Brian L. Klosterman*      President and Chief Operating         June 2, 1997
------------------------    Officer
  Brian L. Klosterman

 /s/ Martin W. Henkel       Executive Vice President, Chief       June 2, 1997
------------------------    Financial Officer and Director
    Martin W. Henkel 
        


                                        7
<PAGE>


    Donn M. Davis*                                                June 2, 1997
------------------------    Director
    Donn M. Davis 

    James E. Meyer*                                               June 2, 1997
------------------------    Director
    James E. Meyer

    Jack C. Clifford*                                             June 2, 1997
------------------------    Director
    Jack C. Clifford

     Ajit M. Dalvi*                                               June 2, 1997
------------------------    Director
     Ajit M. Dalvi

     John F. Doyle*                                               June 2, 1997
------------------------    Director
     John F. Doyle

    John W. Goddard*                                              June 2, 1997
------------------------    Director
    John W. Goddard 

    Edward D. Horowitz*                                           June 2, 1997
------------------------    Director
    Edward D. Horowitz 

    Thomas E. Dooley*                                             June 2, 1997
------------------------    Director
    Thomas E. Dooley

     Jacques Thibon*                                              June 2, 1997
------------------------    Director
     Jacques Thibon

*By /s/ Martin W. Henkel
------------------------
    Martin W. Henkel                                         
   (Attorney-In-Fact)



                                      8


<PAGE>

                                INDEX TO EXHIBITS


Exhibits                                                            Sequentially
                                                                   Numbered Page


2(13)       Agreement and Plan of Merger dated as of December 23,
            1996 by and among Registrant,  Gemstar  International
            Group Limited and G/S Acquisition Subsidiary.
3.1(1)      Restated  Articles of  Incorporation  of  Registrant.
3.2(2)      Bylaws of Registrant, as amended.
4.1(13)     Company  Option  Agreement  dated as of December  23,
            1996   by  and   between   Registrant   and   Gemstar
            International Group Limited.
4.2(13)     Company Significant Shareholder Agreement dated as of
            December  23,  1996  between  Registrant  and Gemstar
            International Group Limited, THOMSON multimedia S.A.,
            PVI  Transmission  Inc.,  Tribune  Company,  Spelling
            Entertainment, Inc., Cox Communications, Inc. and The
            Providence Journal Company.
4.3(14)     Parent Option Agreement dated as of December 23, 1996
            by and between  Registrant and Gemstar  International
            Group Limited
4.4(14)     Parent Significant  Shareholder Agreement dated as of
            December 23, 1996 between Gemstar International Group
            Limited,   the  Registrant,   Dynamic  Core  Holdings
            Limited, Creative Assets Limited and Henry Yuen
10.1(3,12)  1989 Stock Incentive Program,  as amended,  and forms
            of agreements thereunder.
10.2(2)     Employee  Stock Purchase Plan and forms of agreements
            thereunder.  
10.3(2)     Lease  Agreement   between   Registrant  and  Shapell
            Industries of Northern California dated as of January
            8, 1992.
10.4(2)     Form of Indemnification Agreements between Registrant
            and its officers and directors.
10.5(2)     Corporate Partnership Agreement dated as of September
            12, 1991, as amended,  between  Registrant and Viacom
            International Inc.
10.6**(2)   Agreement  dated  as of  January  31,  1991,  between
            Registrant  and  Tribune  Media  Services,  Inc.,  as
            amended.
10.7**(2)   Memorandum  of  Understanding   dated  May  28,  1993
            between    Registrant   and    Mitsubishi    Electric
            Corporation.
10.8**(2)   Manufacturing  Agreement  dated  as of June  1,  1991
            between    Registrant    and    Zenith    Electronics
            Corporation.
10.9**(2)   Network Service and Joint Development Agreement dated
            as  of  October  11,   1989,   as  amended,   between
            Registrant and National Datacast, Inc.
10.10**(2)  License  Agreement  dated as of March 5, 1993 between
            Registrant and TV/COM International.



<PAGE>

10.11**(2)  Terms of  Affiliation  Agreement  dated as of January
            24, 1993 between Registrant and KBLCOM Incorporated.
10.12**(2)  License and Technical  Assistance  Agreement dated as
            of March 1, 1991 between Registrant and Video Control
            Technology, Inc.
10.13**(2)  License and Technical  Assistance  Agreement dated as
            of   October   1,   1992   between   Registrant   and
            Scientific-Atlanta, Inc.
10.14**(2)  License and Technical  Assistance  Agreement dated as
            of October 1, 1992  between  Registrant  and  General
            Instrument  Corp.   
10.15**(2)  License and Technical  Assistance  Agreement dated as
            of December 1, 1992 between  Registrant  and GoldStar
            Co., Ltd.
10.16**(2)  Subscriber  Billing  Service  Agreement  dated  as of
            December 23, 1992 between  Registrant  and First Data
            Resources, Inc.
10.17**(2)  HTVRO  Distribution  Agreement  dated as of April 30,
            1993  between   Registrant  and  Showtime   Satellite
            Networks, Inc.
10.18**(2)  Letter  Agreement  dated as of May 27,  1993  between
            Registrant and Lifetime Television.
10.19**(2)  Agreement  dated  as  of  October  30,  1992  between
            Registrant and TV Data Technologies, Inc.
10.20(2)    Terms   of   Warrant   Issuance   Agreement   between
            Registrant and Providence Journal Company.
10.21(2)    Terms of Warrant  Issuance  Agreement dated as of May
            18, 1993  between  Registrant  and Times Mirror Cable
            Television Inc.
10.22(2)    Manufacturing  Agreement  dated  as of May  28,  1993
            between Registrant and PCI Limited.
10.23(2)    Assignment  Agreement dated as of May 9, 1989 between
            Registrant and Patrick Young.
10.24(8)    Employment  Agreement between  Registrant and Michael
            W. Faber dated as of December 1, 1994.
10.25(8)    Employment  Agreement between  Registrant and John H.
            Roop dated as of December 1, 1993.
10.26(2)    Employment   and   Consulting    Agreement    between
            Registrant  and  Patrick  Young dated as of August 1,
            1992.
10.27(2)    Warrants  issued by  Registrant  to Tribune  Company,
            dated  January 22, 1992.  
10.28(2)    Warrants  issued by Registrant to KBL Ventures,  Inc.
            dated February 3, 1993.
10.29(2)    Warrants  issued by Registrant to Providence  Journal
            Company dated May 7, 1993.
10.30(2)    Warrants  issued by  Registrant to Times Mirror Cable
            Television dated May 18, 1993.
10.31(6)    Consulting  Agreement between  Registrant and Willard
            Block dated December 1, 1993.


<PAGE>

10.32(6)    Consulting  Agreement between  Registrant and John F.
            Doyle dated December 1, 1993.
10.33(4)    License and Technical  Assistance  Agreement dated as
            of November 26, 1993 between  Registrant  and Samsung
            Electronics Co. Ltd.
10.34**(2)  Network Service  Agreement dated as of April 30, 1993
            between Registrant and Viacom International Inc.
10.35(2)    Terms of Warrant Issuance  Agreement dated as of June
            18, 1993 between  Registrant and Cox  Communications,
            Inc.
10.36**(2)  Terms of Affiliation  Agreement  dated as of June 18,
            1993 between Registrant and Cox Communications, Inc.
10.37(2)    Warrants issued by Registrant to Cox  Communications,
            Inc. dated June 18, 1993.
10.38(8)    Employment  Agreement between the Registrant and John
            B. Burns III dated as of December 1, 1993.
10.39(8)    Employment Agreement between Registrant and Martin W.
            Henkel dated as of December 1, 1994.
10.40**(4)  License and Technical  Assistance  Agreement dated as
            of October 28,  1993  between  Registrant  and Uniden
            American Corporation.
10.41**(4)  License and Technical  Assistance  Agreement dated as
            of November 5, 1993  between  Registrant  and Philips
            Consumer Electronics Company.
10.42**(5)  License and Technical  Assistance  Agreement dated as
            of January 31, 1994 between Registrant and Mitsubishi
            Electric Corporation.
10.43**(6)  License and Technical  Assistance  Agreement dated as
            of  May  12,  1994  between  Registrant  and  THOMSON
            Consumer Electronics.
10.44**(7)  License and Technical  Assistance  Agreement dated as
            of  August  12,  1994  between  Registrant  and  Sony
            Corporation.
10.45**(7)  License and Technical  Assistance  Agreement dated as
            of  September   23,  1994  between   Registrant   and
            Matsushita Electric Corporation of America.
10.46(7)    Strategic  Agreement  dated  October 28, 1994 between
            Registrant and Bell Atlantic Video Services Company.
10.47**(8)  License and Technical  Assistance  Agreement dated as
            of December  7, 1994  between  Registrant  and Daewoo
            Electronics Company, Ltd.
10.48**(8)  License and Technical  Assistance  Agreement dated as
            of February  13, 1995  between  Registrant  and Sharp
            Corporation.
10.49**(8)  License and Technical  Assistance  Agreement dated as
            of February 26, 1995 between  Registrant and GoldStar
            Co., Limited.
10.50(8)    Network  Service  Agreement  between  Registrant  and
            Trinity Broadcasting Network dated August 16, 1994.


<PAGE>

10.51(8)    License and Technical  Assistance  Agreement  between
            Registrant  and NextWave  Communications  Corporation
            dated March 15, 1995. 
10.52(9)    Employment  Agreement between Registrant and Larry W.
            Wangberg dated February 2, 1995.  
10.53(9)    Employment  Agreement between  Registrant and John R.
            Roop  dated  December  1,  1994.  
10.54**(9)  Service Agreement between Registrant and Viacom Cable
            dated November 10, 1994 
10.55**(9)  Agreement  between  Registrant  and Philips  Consumer
            Electronics   Company   dated   October   27,   1994.
10.56**(10) Agreement  between  Registrant  and  Toshiba  America
            Consumer   Products   Inc.   dated   May  23,   1995.
10.57**(11) Strategic  Cooperation  Agreement  dated February 21,
            1996  between  StarSight  Telecast,  Inc. and THOMSON
            multimedia S.A. 
10.58(11)   Securities  Purchase  Agreement  dated as of February
            19,  1996  between   THOMSON   multimedia   S.A.  and
            StarSight   Telecast,    Inc.   
10.59(11)   StarSight   Telecast,   Inc.  Common  Stock  Purchase
            Warrant to Purchase  2,000,000 Plus a Variable Amount
            of  Shares  of  Common  Stock,   granted  to  THOMSON
            multimedia S.A. 
10.60(11)   Shareholders  Agreement dated February 19, 1996 among
            THOMSON multimedia S.A.,  StarSight  Telecast,  Inc.,
            and PVI Transmission,  Inc.  
10.61(11)   Right of First Refusal  Agreement  dated February 19,
            1996  between  StarSight  Telecast,  Inc. and THOMSON
            multimedia  S.A.  
10.62(11)   Amendment No. Two To Corporate Partnership Agreement,
            dated  November  20, 1995 among  StarSight  Telecast,
            Inc., Michael W. Faber, Patrick Young, Milbank Wilson
            Capital  Partners,  and  PVI  Transmission  Inc.  (as
            successor to Viacom International, Inc.).
10.63(11)   Amendment   No.   Three  to   Corporate   Partnership
            Agreement,   dated   February   19,  1996  among  PVI
            Transmission    Inc.   (as    successor   to   Viacom
            International, Inc.), StarSight Telecast, Inc., Scott
            Wilson,  Jeremiah  Milbank,  Michael  W.  Faber,  and
            Patrick Young. 
10.64**     Agreement  dated  as of  December  20,  1996  between
            Registrant and Microsoft Corporation
10.65+      Letter  Agreement,  dated December 23, 1996,  between
            Registrant and Larry W. Wangberg.
10.66+      Letter  Agreement,  dated December 23, 1996,  between
            Registrant and Brian L. Klosterman.
10.67+      Employment  Agreement  between  Registrant  and Larry
            W. Wangberg dated as of December 23, 1996.
10.68+      Employment  Agreement  between  Registrant  and Brian
            L. Klosterman dated as of December 23, 1996.
10.69+      Employment Agreement between Registrant and    Martin
            W. Henkel dated as of December 23, 1996.
10.70+      Employment  Agreement  between Registrant and Kenneth
            A. Milnes dated as of December 23, 1996.
10.71+      Employment    Agreement   between    Registrant   and
            Jonathan Orlick dated as of December 23, 1996.
11.1+       Computation of net loss per share.
23.1+       Independent Auditors' Consent.
24.1+       Power of Attorney.
27.1+       Financial Data Schedule.
------------------
+           Previously filed.
**          Confidential treatment has been granted or requested with respect to
            certain  portions of this exhibit.  Omitted portions have been filed
            separately with the Securities and Exchange Commission.
(1)         Incorporated by reference to Item 14 "Exhibits,  Financial Statement
            Schedules and Reports on Form 8-K" of the Company's Annual Report on
            Form 10-K for the fiscal year ended June 30, 1993.
(2)         Incorporated by reference to the Registration  Statement on Form S-1
            (File No.  33-64138)  as declared  effective by the  Securities  and
            Exchange Commission July 29, 1993.


<PAGE>

(3)         Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K" of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended September 30, 1993.
(4)         Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K" of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended December 31, 1993.
(5)         Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K" of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended March 31, 1994.
(6)         Incorporated by reference to Item 14 "Exhibits,  Financial Statement
            Schedules and Reports on Form 8-K" of the Company's Annual Report on
            Form 10-K for the fiscal year ended June 30, 1994.
(7)         Incorporated  by reference to Item 6 "Exhibits,  and Reports on Form
            8-K "of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended September 30, 1994.
(8)         Incorporated by reference to Item 14 "Exhibits,  Financial Statement
            Schedules  and  Reports  on Form  8-K" of the  Company's  Transition
            Report on Form 10-K for the  transition  period from July 1, 1994 to
            December 31, 1994.
(9)         Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K" of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended March 31, 1995.
(10)        Incorporated  by reference  to Item 6 "Exhibits  and Reports on Form
            8-K" of the Company's  Quarterly  Report on Form 10-Q for the fiscal
            quarter ended June 30, 1995.
(11)        Incorporated by reference to Item 14 "Exhibits, Financial Statements
            Schedules  and  Reports  on Form  8-K"  for the  fiscal  year  ended
            December 31, 1995.
(12)        Incorporated by reference to the Company's Registration Statement on
            Form  S-8  (File  No.  333-04075)  as  declared   effective  by  the
            Commission on May 20, 1996.
(13)        Incorporated  by  reference  to  Item 7  "Material  to be  Filed  as
            Exhibit" of Schedule 13D as filed with the  Commission on January 2,
            1997 by Gemstar  International  Group Limited  (Commission  File No.
            0-26878).
(14)        Incorporated  by  reference  to  Item 7  "Material  to be  Filed  as
            Exhibit" of the Company's  Schedule 13D filed with the Commission on
            January 2, 1997.