<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
                                
                             AMENDMENT NO. 1     
                                       
                                    TO     
                                  
                               FORM 10-K/A     
 
(MARK ONE)
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [NO FEE REQUIRED]
 
    FOR THE FISCAL YEAR ENDED MARCH 31, 1998
 
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
    FOR THE TRANSITION PERIOD FROM            TO
                                   ----------    ---------------
 
                        COMMISSION FILE NUMBER 0-26878
 
                               ----------------
 
                      GEMSTAR INTERNATIONAL GROUP LIMITED
            (Exact name of Registrant as specified in its charter)
 
<TABLE>
   <S>                                                             <C>
                       BRITISH VIRGIN ISLANDS                                      N/A
   (State or Other Jurisdiction of Incorporation or Organization)  (I.R.S. Employer Identification No.)
</TABLE>
 
   135 NORTH LOS ROBLES AVENUE, SUITE 800, PASADENA, CALIFORNIA       91101
             (Address of Principal Executive Offices)               (Zip Code)

                                (626) 792-5700
             (Registrant's telephone number, including area code)
 
  Securities registered or to be registered pursuant to Section 12(b) of the
Act: NONE
 
  Securities registered or to be registered pursuant to Section 12(g) of the
Act:
                   ORDINARY SHARES, PAR VALUE $.01 PER SHARE
                               (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. [_]
 
  As of June 15, 1998, there were outstanding 48,507,739 shares of the
Registrant's ordinary shares, par value $.01 per share ("Ordinary Shares"),
which is the only class of Ordinary Shares of the Registrant. As of June 15,
1998, the aggregate market value of Ordinary Shares held by non-affiliates of
the Registrant, based on the closing sales price of $33 7/8 per share as
reported by Nasdaq, was approximately $1,142.4 million.
<PAGE>
 
   
  This Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 1998 is filed (i) to correct a typographical error
contained in "Statement of Operations Data" which incorrectly reported that
the Registrant had a net loss of $(38.707) (in thousands) for the year ended
March 31, 1998, when instead the Registrant had net earnings of $38,707 (in
thousands) for the year ended March 31, 1998; and (ii) to include additional
detail regarding the terms of the Registrant's employment agreements with
certain of its executive officers. Accordingly, each of Item 7 of Part II and
Item 11 of Part III of the Annual Report on Form 10-K for the fiscal year
ended March 31, 1998 are amended, and in accordance with applicable Securities
and Exchange Commission regulations, restated in their entirety as follows:
                                    
                                 PART II     
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.
 
OVERVIEW
 
  The Company develops, markets and licenses proprietary technologies and
systems that simplify and enhance consumers' interaction with electronics
products and other platforms that deliver video, programming information and
other data. The Company generates revenues through licensing of their
technology and intellectual property to consumer electronics manufacturers,
service providers, software developers, microchip makers and Internet
appliance manufacturers, as well as to newspapers and television guide
publishers through a combination of upfront, non-refundable license payments
and per unit license fees. Historically, the primary source of revenues has
been license fees paid by consumer electronics manufacturers and publications
for the licensing of the VCR Plus+ technology and the right to print the
PlusCode numbers, respectively. Starting fiscal year 1998, the Company began
to derive significant license revenues from the Gemstar Guide Technology.
Revenues from up front license fees are recognized ratably over the term of
the particular license and revenues from on-going per unit license fees are
recognized when payments are due, and generally, when payments are actually
received from the licensee.
 
  The Company acquired VideoGuide, Inc. ("VideoGuide") and StarSight Telecast,
Inc. ("StarSight") in December 1996 and May 1997, respectively. Both
acquisitions were accounted for under the pooling of interests method and
accordingly, the Company's historical consolidated financial statements were
restated for all periods to include the accounts and results of operations of
VideoGuide and StarSight.
 
  Both VideoGuide and StarSight incurred substantial operating losses since
their inception through the date of acquisition by the Company. Due to these
losses, the restated financial results as reported contain significant
marketing, research and development, and general and administrative expenses
resulting in significant operating losses during certain periods. All of the
selling and marketing efforts and a portion of the research and development
effort expended by VideoGuide were directed toward marketing a subscription-
based electronic program guide service delivered through the 900 MHz paging
signal. After the acquisition, the VideoGuide service was terminated in
September 1997. A significant portion of the selling and marketing and
research and development effort of StarSight was directed toward marketing a
subscription-based electronic program guide service delivered through the
vertical blanking interval of the television signal. A significant portion of
the general and administrative expenses incurred by StarSight prior to the
acquisition was comprised of legal fees related to litigation with the
Company, which terminated upon the acquisition.
 
  The fiscal year 1998 results show significant cost reductions after the
acquisitions of VideoGuide and StarSight which was due primarily to the
implementation of the Company's cost control measures. Such measures resulted
in lower payroll costs due to headcount reductions, cost savings from
combining marketing and development efforts and reduction of legal costs by
eliminating the litigation between the Company and StarSight. The Company also
realized synergies of the combined companies which resulted in further cost
savings.
 
                                       1
<PAGE>
 
 Recent Developments
 
  The Company has integrated the technical expertise of VideoGuide and
StarSight to better serve the respective needs of consumer electronics
manufacturers and service providers, and combined the technologies developed
by VideoGuide and StarSight into the Gemstar Guide Technology. The Company
also developed significant strategic relationships in the consumer electronics
and computer/Internet appliance sectors.
 
  . In November 1997, the Company entered into a multi-year license agreement
    with Thomson for the Gemstar Guide Technology and entered into a joint
    venture, TDN, Inc., for the exploration of advertising, promotion,
    linking and transaction opportunities through interactive program guides
    on consumer electronics platforms.
 
  . In January 1998, the Company entered into a worldwide cross-licensing
    agreement with Microsoft in which the two companies agreed to cross-
    license their respective intellectual property in the interactive program
    guide area and under which Microsoft agreed to license the Company's
    intellectual property in all Microsoft interactive program guide
    products.
 
  The Company continued to add new license agreements for the Gemstar Guide
Technology with consumer electronics manufacturers, and licensees in the cable
and satellite industries.
 
RESULTS OF OPERATIONS
 
  The following discussion should be read in conjunction with the Consolidated
Financial Statements and related Notes thereto. The following table presents
the Company's results of operations for the years ended March 31, 1996, 1997
and 1998. Such results of operations have been restated for the effects of the
acquisitions of VideoGuide and StarSight accounted for under the pooling of
interests method. The table also presents unaudited pro forma results of
operations for the years ended March 31, 1996 and 1997, which reflect the
Company's reported results, excluding VideoGuide's results and StarSight's
results prior to the acquisitions. The Company has included the prior period
financial information on a pro forma basis for informational purposes and to
facilitate the understanding of the effects of the two acquisitions on the
Company's results of operations. The pro forma results do not purport to
present the Company's results of operations in accordance with generally
accepted accounting principles.
 
                         STATEMENT OF OPERATIONS DATA
                                (IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                                      AS REPORTED                PRO FORMA
                                 YEAR ENDED MARCH 31,      YEAR ENDED MARCH 31,
                               --------------------------- ---------------------
                                 1996     1997      1998      1996       1997
                               --------  -------  -------- ---------- ----------
                                                                (UNAUDITED)
<S>                            <C>       <C>      <C>      <C>        <C>
Revenues.....................  $ 55,365  $82,997  $126,552 $   53,436 $   70,367
Operating costs and expenses:
  Selling and marketing......    68,923   45,924    30,993     15,496     20,661
  Research and development...    17,462   16,286    13,372      8,428     10,699
  General and administrative.    25,162   25,558    18,693      9,957     12,160
  Merger costs...............       --       --     11,713        --         --
                               --------  -------  -------- ---------- ----------
    Total operating costs and
     expenses................   111,547   87,768    74,771     33,881     43,520
                               --------  -------  -------- ---------- ----------
Earnings (loss from
 operations..................   (56,182)  (4,771)   51,781     19,555     26,847
Other income, net............     2,650    5,156     7,359      2,025      4,162
                               --------  -------  -------- ---------- ----------
Earnings (loss) before income
 tax expense.................   (53,532)     385    59,140     21,580     31,009
Income tax expense...........     5,497    8,369    20,433      5,497      8,369
                               --------  -------  -------- ---------- ----------
    Net earnings (loss)......  $(59,029) $(7,984) $ 38,707 $   16,083 $   22,640
                               ========  =======  ======== ========== ==========
</TABLE>    
 
 
                                       2
<PAGE>
 
 Revenues
 
  Revenues were $126.6 million, $83.0 million and $55.4 million for fiscal
years 1998, 1997 and 1996, respectively. The increase in revenues of 52% in
fiscal 1998 and 50% in fiscal 1997 were due primarily to the continued
increase in unit shipments incorporating the VCR Plus+ technology worldwide
and an increase in revenues associated with the expansion of the Gemstar Guide
Technology from the consumer electronics industry into the cable, satellite
and personal computer industries.
 
  Pro forma revenues were $70.4 million for fiscal 1997 and $53.4 million for
fiscal 1996. The increase in revenues of 80% in fiscal 1998 and 32% in fiscal
1997, when compared with pro forma revenues for the year-ago period, were due
to increased revenues associated with the VCR Plus+ technology and the Gemstar
Guide Technology.
 
 Selling and Marketing Expenses
 
  Selling and marketing expenses consist of advertising and marketing program
costs, contracted services and salaries of marketing personnel, as well as
operational costs required to support the interactive program guide data
broadcast system and content requirements.
 
  Selling and marketing expenses were $31.0 million, $45.9 million and $68.9
million for fiscal years 1998, 1997 and 1996, respectively. The decrease of
33% in fiscal 1998 was due primarily to a reduction in marketing, selling and
support costs as well as personnel costs associated with activities related to
StarSight and VideoGuide services. The decrease of 33% in fiscal 1997 was
attributable to a decrease in marketing, promotional and product launch costs
related to the VideoGuide system, offset by an increase in marketing,
promotional and operational costs required to launch and support the Gemstar
Guide Technology.
 
  Pro forma selling and marketing expenses were $20.7 million for fiscal 1997
and $15.5 million for fiscal 1996. The increases of 50% in fiscal 1998 and 33%
in fiscal 1997, when compared with pro forma selling and marketing expenses
for the year ago period, were attributable to the marketing and support costs
associated with the Gemstar Guide Technology, and costs associated with
StarSight's and VideoGuide's operations.
 
 Research and Development Expenses
 
  Research and development expenses were $13.4 million, $16.3 million and
$17.5 million for fiscal years 1998, 1997 and 1996, respectively. The
decreases of 18% in fiscal 1998 and 7% in fiscal 1997 were due to lower
development costs associated with realized synergies of the combined companies
and cost control measures implemented by the Company after the acquisitions.
 
  Pro forma research and development expenses were $10.7 million for fiscal
1997 and $8.4 million for fiscal 1996. The increases of 25% in fiscal 1998 and
27% in fiscal 1997, when compared with pro forma research and development
expenses for the year ago period, were due primarily to increased activities
associated with the development and testing of the Gemstar Guide Technology.
 
 General and Administrative Expenses
 
  General and administrative expenses were $18.7 million, $25.6 million and
$25.2 million for fiscal year 1998, 1997 and 1996, respectively. The decrease
of 27% in fiscal 1998 is attributable to lower personnel and operational costs
associated with realized synergies of the combined companies; a reduction in
legal expenses due to the elimination of the litigation between the Company
and StarSight; and cost control measures implemented by the Company after the
acquisitions. The slight increase in fiscal 1997 was due primarily to
increased personnel costs to support the Company's licensing business on a
worldwide basis as well as increased legal expenses associated with the
litigation between the Company and StarSight. These increases were offset by a
reduction in operating expenses associated with VideoGuide's operations.
 
 
                                       3
<PAGE>
 
  Pro forma general and administrative expenses were $12.2 million for fiscal
1997 and $10.0 million for fiscal 1996. The increases of 54% in fiscal 1998
and 22% in fiscal 1997, when compared with pro forma general and
administrative expenses for the year ago period, were due primarily to an
increase in personnel cost to support the Company's licensing business on a
worldwide basis, and costs associated with StarSight's and VideoGuide's
operations in fiscal 1998.
 
 Merger Costs
 
  As a result of the acquisition of StarSight, the Company recorded merger
related costs totaling $11.7 million in fiscal 1998. These costs were
comprised of fees for financial advisors, attorneys, and accountants;
severance and other transaction costs.
 
 Income Tax Expense
 
  Income tax expense was $20.4 million, $8.4 million and $5.5 million for
fiscal years 1998, 1997 and 1996, respectively. Excluding merger costs, the
Company's effective tax rate was 29% in fiscal 1998. The overall effective tax
rate reported by the Company in any single period is impacted by, among other
things, the country in which earnings or losses arise, applicable statutory
tax rates and withholding tax requirements for particular countries, and the
availability of tax credits for taxes paid in certain jurisdictions. Because
of these factors, it is expected that the Company's future tax expense as a
percentage of earnings before income tax expense may vary from year to year.
Certain income tax benefits included in income tax expense for fiscal years
1997 and 1996 were limited due to uncertainty regarding the realization of net
operating loss carryforwards, tax credit carryforwards, and temporary
differences between the tax basis of assets and liabilities and their reported
amounts in the consolidated financial statements.
 
LIQUIDITY AND CAPITAL RESOURCES
 
  At March 31, 1998, the Company had cash and cash equivalents and short-term
marketable securities totaling $157.9 million and working capital of $110.4
million. Net cash provided by operating activities was $55.5 million for
fiscal 1998 and $14.4 million for fiscal 1997. Net cash used in operating
activities was $15.0 million for fiscal 1996. The increases in net cash
provided by operating activities in fiscal years 1998 and 1997 were primarily
the result of increased earnings and timing of payments.
 
  Net cash provided by investing activities was $33.4 million for fiscal 1998,
comprised of proceeds from net maturities of marketable securities of $46.1
million offset by additions to property and equipment and intangible assets of
$12.7 million. Additions to intangible assets consist primarily of a one-time
payment for the purchase of patents and invention rights related to the
interactive program guide technology. Net cash used in investing activities
was $50.1 million for fiscal 1997, comprised of net purchases of marketable
securities of $47.0 million and additions to property and equipment and
intangible assets of $3.2 million. Net cash provided by investing activities
was $13.8 million for fiscal 1996, comprised of proceeds from net maturities
of marketable securities of $18.4 million offset by additions to property and
equipment and intangible assets of $4.7 million.
 
  Net cash provided by financing activities was $4.7 million, $33.5 million
and $48.8 million for fiscal years 1998, 1997 and 1996, respectively. The
Company received proceeds of $32.6 million in fiscal 1997 and $53.6 million in
fiscal 1996 from private and public sales of the Company's Ordinary Shares.
Proceeds from stock option exercises were $17.5 million in fiscal 1998 and
were not significant in fiscal years 1997 and 1996. The Company repurchased a
warrant to purchase 606,000 Ordinary Shares from the warrant holder for $12.8
million in fiscal 1998. Dividends of $5.0 million were paid in fiscal 1996.
 
  The Company does not have any material commitments for capital expenditures.
However, the Company expects to incur significant marketing expenditures to
launch new systems and to market new services and expects to incur significant
research and development, and general and administrative expenses relating to
these new systems and services over the next two to three years.
 
                                       4
<PAGE>
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
  The Company intends to adopt Statement of Financial Accounting Standards No.
130, Reporting Comprehensive Income ("SFAS No. 130") and Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information ("SFAS No. 131") in fiscal year 1999. Both
Standards will require additional disclosure, but will not have a material
effect on the Company's financial position or results of operations. SFAS No.
130 establishes standards for the reporting and display of comprehensive
income and is expected to first be reflected in the Company's first quarter of
fiscal year 1999 interim financial statements. Components of comprehensive
income include items such as net income and changes in value of available-for-
sale securities. SFAS No. 131 changes the way companies report segment
information and requires segments to be determined based on how management
measures performance and makes decisions about allocating resources. SFAS No.
131 will first be reflected in the Company's fiscal year 1999 Annual Report.
       
                                       5
<PAGE>
 
                                    
                                 PART III     
 
ITEM 11. EXECUTIVE COMPENSATION.
 
SUMMARY OF EXECUTIVE COMPENSATION
 
  The following table sets forth certain summary information concerning the
compensation paid by the Company for fiscal years 1998, 1997 and 1996 to the
Company's principal executive officer and the five other most highly
compensated executive officers during the 1998 fiscal year (collectively, the
"Named Executive Officers"):
 
                          SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                        LONG TERM
                                                       COMPENSATION
                            ANNUAL COMPENSATION(2)(3)     AWARDS
                            -------------------------- ------------
                                                        SECURITIES   ALL OTHER
    NAME AND PRINCIPAL      FISCAL  SALARY    BONUS     UNDERLYING  COMPENSATION
       POSITIONS(1)          YEAR    ($)       ($)      OPTIONS(#)     ($)(4)
    ------------------      ------ -------- ---------- ------------ ------------
<S>                         <C>    <C>      <C>        <C>          <C>
Thomas L. H. Lau...........  1998  $360,000 $      --         --      $   --
 Chairman of the Board       1997   360,000        --         --          --
                             1996   270,000        --     230,000         --

Henry C. Yuen..............  1998   888,800  1,611,200  4,162,725     493,912
 Chief Executive Officer     1997   648,000    518,400        --      495,681
  and President              1996   540,000    432,000  2,600,000     497,083  

Elsie Ma Leung.............  1998   570,000    228,000  1,500,000       2,427
 Chief Operating Officer     1997   475,000    190,000        --        4,076 
  and Chief Financial        1996   326,875    130,750    410,000         -- 
  Officer                   

Roy J. Mankovitz...........  1998   296,100    118,440    150,000       1,474
 Asst. Secretary, Corporate  1997   423,000    169,200        --        4,658
  Counsel--Intellectual      1996   352,500    141,000    372,500         -- 
  Property                    

Larry Goldberg.............  1998   388,800    155,520    300,000       2,248
 Secretary and Corporate     1997   324,000    129,600        --        4,427
  Counsel                    1996   270,000    108,000    372,500         --  
                             
Brian Klosterman(5)........  1998   240,000    120,000    340,930         255  
 President, StarSight        
  Telecast, Inc.
</TABLE>
--------
(1) All of the Named Executive Officers are or were employed in the indicated
    positions with GDC, except Mr. Lau, who is employed by the Company and is
    the Chairman of the Board, and Mr. Klosterman, who serves as President of
    StarSight, a wholly owned subsidiary of the Company. Dr. Yuen also serves
    as Chief Executive Officer and President of the Company and Ms. Leung also
    serves as Chief Financial Officer of the Company.
 
(2) No individual listed in the table received aggregate other compensation
    exceeding $50,000 or 10% of the compensation reported in the table for
    such individual.
 
(3) The salary paid to each of the Named Executive Officers represents each
    such officer's adjusted base salary for each of the indicated fiscal
    years, calculated pursuant to the applicable formula under such officer's
    employment agreement with the Company, GDC or StarSight, as the case may
    be. The bonuses paid to Dr. Yuen represent the aggregate amounts of
    Dr. Yuen's merit bonus and annual incentive bonus, calculated pursuant to
    the applicable formulae set forth in the Employment Agreement between GDC
    and Dr. Yuen, dated April 1, 1994, as amended, and the New Yuen Agreement.
    The bonuses paid to each of Messrs. Lau, Mankovitz and Goldberg and Ms.
    Leung represent the amount of the annual incentive bonus paid to each such
    officer for each of the indicated fiscal years, calculated pursuant to the
    applicable formula in such officer's employment agreement with GDC or the
    Company, as the case may be. The bonus paid to Mr. Klosterman represents
    the amount of the annual performance bonus (or other special bonus) paid
    to Mr. Klosterman pursuant to his employment agreement with StarSight.
 
                                       6
<PAGE>
 
(4) The Company, GDC or StarSight, as the case may be, provide the Named
    Executive Officers with certain group life, health, medical and other non-
    cash benefits generally available to all salaried employees and not
    included in this column pursuant to the Securities and Exchange
    Commission's rules. The amounts shown in this column include the
    following:
 
  (a) Matching contributions by the Company, GDC or StarSight, as the case
  may be, under the Gemstar Employees 401(k) and Profit Sharing Plan, which
  permits salaried employees to make tax-deferred contributions of a portion
  of their base compensation pursuant to Section 401(k) of the Code. Under
  the Plan, prior to January 1, 1998, GDC or the Company will match 100% of
  3% of a participant's compensation up to $16,667 contributed as elective
  deferrals and 50% of 3% of a participant's compensation in excess of
  $16,667 contributed as elective deferrals up to applicable limits under the
  Code. Effective January 1, 1998, GDC's matching contribution will be an
  amount equal to 100% of up to 2% of a participant's compensation
  contributed, up to applicable limits under the Code.
 
  (b) Represents premiums paid for split dollar life insurance policies.
 
(5) Mr. Klosterman joined the Company following consumation of the Company's
    acquisition of StarSight in May 1997.
 
SUMMARY OF OPTION GRANTS
 
  The following table provides certain summary information concerning grants
of options to the Named Executive Officers of the Company during the 1998
fiscal year.
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                                                    POTENTIAL REALIZABLE
                                                                                      VALUE AT ASSUMED
                         NUMBER OF                                                 ANNUAL RATES OF STOCK
                         SECURITIES   % OF TOTAL                                   PRICE APPRECIATION FOR
                         UNDERLYING OPTIONS GRANTED                                     OPTION TERM
                          OPTIONS   TO EMPLOYEES IN EXERCISE PRICE                 ----------------------
          NAME            GRANTED     FISCAL YEAR     PER SHARE    EXPIRATION DATE     5%         10%
          ----           ---------- --------------- -------------- --------------- ---------- -----------
<S>                      <C>        <C>             <C>            <C>             <C>        <C>
Thomas L. H. Lau........       --         --               --              --             --          --
Henry C. Yuen........... 4,162,725       50.2%          $22.00        01/06/08     57,594,138 145,954,855
Elsie Ma Leung..........   300,000        3.6            15.38        05/08/07      2,901,720   7,353,528
                         1,200,000       14.5            30.00        03/30/08     22,640,207  57,374,729
Roy J. Mankovitz........   150,000        1.8            15.38        05/08/07      1,450,860   3,676,764
Larry Goldberg..........   150,000        1.8            15.38        05/08/07      1,450,860   3,676,764
                           150,000        1.8            30.00        03/30/08      2,830,026   7,171,841
Brian Klosterman........   100,000        1.2            14.75        05/07/07        927,620   2,350,770
                           150,000        1.8            30.00        03/30/08      2,830,026   7,171,841
</TABLE>
 
SUMMARY OF OPTIONS EXERCISED
 
  The following table provides certain summary information concerning the
exercise of stock options by the Named Executive Officers during the 1998
fiscal year together with the fiscal year-end value of unexercised options.
 
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
                                    VALUES
 
<TABLE>
<CAPTION>
                                                       NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                      UNDERLYING UNEXERCISED          IN THE MONEY OPTIONS
                                                    OPTIONS AT FISCAL YEAR END      AT FISCAL YEAR-END (1)
                         SHARES ACQUIRED VALUE (1)  -----------------------------  -------------------------
          NAME             ON EXERCISE    REALIZED  EXERCISABLE    UNEXERCISABLE   EXERCISABLE UNEXERCISABLE
          ----           --------------- ---------- -----------    --------------  ----------- -------------
<S>                      <C>             <C>        <C>            <C>             <C>         <C>
Thomas L. H. Lau........         --             --         143,750          86,250 $ 2,601,875  $ 1,561,125
Henry C. Yuen...........      43,000     $  488,050      3,389,545       3,330,180  52,942,060   26,651,440
Elsie Ma Leung..........         --             --         815,350       1,094,650  10,423,217    1,383,783
Roy J. Mankovitz........     175,000      1,971,434        300,175          47,325   5,075,859      691,892
Larry Goldberg..........     247,000      2,371,485        228,175         197,325   3,772,659      691,892
Brian Klosterman........         --             --         118,014         222,916   2,646,090    1,111,969
</TABLE>
 
                                       7
<PAGE>
 
--------
(1) Market value of the securities underlying the options at exercise date or
    year-end, as the case may be, minus the exercise or base price of "in-the-
    money" options and transaction costs.
 
COMPENSATION OF DIRECTORS
 
  The Company will pay each director who is not an employee of the Company
$25,000 per year for services as a director of the Company and $1,000 per
Board or Committee meeting attended. All directors are reimbursed for their
out-of-pocket expenses incurred in connection with attendance at meetings of,
and other activities relating to service on, the Board of Directors or any
Board Committee. In addition, directors who are not full-time employees are
eligible to participate in, and each director has received awards pursuant to,
the Company's Stock Incentive Plan. See Item 12, "Security Ownership of
Certain Beneficial Owners and Management."
 
EMPLOYMENT AGREEMENTS
 
 Amended and Restated Employment Agreement with Dr. Yuen
 
  In January 1998, the Company's Compensation Committee and Board of Directors
approved the New Yuen Agreement. The New Yuen Agreement supersedes and
replaces Dr. Yuen's former Employment Agreement with GDC, and provides for Dr.
Yuen's service to each of the Company and GDC as Chief Executive Officer and
President through October 31, 2002, subject to a three-year renewal term and
to earlier termination under certain circumstances. The New Yuen Agreement
also provides that Dr. Yuen will serve as a director of each of the Company,
GDC and StarSight.
 
  The New Yuen Agreement includes provisions (collectively, the "Performance-
Based Provisions") pursuant to which Dr. Yuen's annual base salary ("Base
Salary") is adjusted and his merit bonus, annual incentive bonus and annual
stock option grants are calculated. The Performance-Based Provisions of the
New Yuen Agreement were subject to shareholder approval to satisfy one of the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), in order to permit the Company to deduct payments in
excess of $1 million in any fiscal year. The Performance-Based Provisions of
the New Yuen Agreement were approved by the shareholders at a Special Meeting
of Members of the Company held on March 12, 1998 (the "March Special
Meeting").
 
  Under the New Yuen Agreement, Dr. Yuen's Base Salary initially is set at $1
million. The New Yuen Agreement provides for annual adjustments to Dr. Yuen's
Base Salary based on the growth of the Company's consolidated revenues and
consolidated net earnings, as similar to his former employment agreement. The
New Yuen Agreement also provides for the payment to Dr. Yuen of a merit bonus
(the "Merit Bonus") which is equal to a percentage of Dr. Yuen's then-current
Base Salary (reflecting any prior adjustments), equal to the percentage
increase, if any, in the Company's consolidated earnings before interest,
taxes, depreciation and amortization ("EBITDA") for its most recently
completed fiscal year from the Company's EBITDA for the comparable period in
the immediately preceding fiscal year, as similar to his former employment
agreement. The New Yuen Agreement also provides for the payment to Dr. Yuen of
an additional bonus (the "Annual Incentive Bonus"), the amount of which, if
any, is tied to the annual rate of growth of the Company's consolidated
earnings per share, as similar to his former employment agreement. Under the
New Yuen Agreement, the aggregate dollar amount of Dr. Yuen's Base Salary (as
adjusted), Merit Bonus, and Annual Incentive Bonus for each compensation
period is subject to an annual limitation, as similar to his former employment
agreement except with respect to the dollar amount of annual limitation. The
amount of the adjustment to Dr. Yuen's Base Salary, and the amounts of the
Merit Bonus and the Annual Incentive Bonus payable to Dr. Yuen under the New
Yuen Agreement for the fiscal year ended on March 31, 1998, were dependent
upon the Company's financial performance for such year and on whether the
Company's consolidated revenues and consolidated earnings from operations for
the fiscal quarter ended March 31, 1998 exceeded the Company's consolidated
revenues and consolidated earnings from operations, respectively, for the
fiscal quarter ended March 31, 1997, as similar to his former employment
agreement. The New Yuen Agreement provided for the immediate grant to Dr. Yuen
of options to purchase
 
                                       8
<PAGE>
 
4,162,725 Ordinary Shares and annual grants of options to purchase 832,545
Ordinary Shares. The Company's shareholders approved these stock option grants
to Dr. Yuen at the March Special Meeting. Dr. Yuen is also entitled to a
$1,000 a month automobile allowance and other benefits, including, health
insurance and participation in bonus and incentive and stock option
compensation plans.
   
  The New Yuen Agreement entitles Dr. Yuen to terminate the New Yuen Agreement
within 90 days following a change of control (as defined below), in which
event (1) he would be entitled to receive (a) a lump-sum payment equal to five
times his then-current Base Salary, (b) for a period of 60 months following
such termination, all other elements of his compensation provided under the
New Yuen Agreement, (2) all unvested options granted to him pursuant to the
New Yuen Agreement would immediately vest in full and would be exercisable for
their full term and all previously granted vested options to acquire Ordinary
Shares will remain fully exercisable for their full term. A "change of
control" is defined as the occurrence of any of the following: (i) the
acquisition (other than from the Company directly or from any Company
shareholder who was, as of the effective date of the New Yuen Agreement, a 25%
shareholder of the Company) by any person or entity of beneficial ownership of
25% or more of the Company's outstanding shares; (ii) the acquisition (other
than from GDC directly or from any GDC shareholder who was, as of the
effective date of the New Yuen Agreement, a 25% shareholder of GDC) by any
person or entity of beneficial ownership of 25% or more of GDC's outstanding
shares; (iii) during any period of two consecutive years, individuals who, at
the beginning of such period, constituted the board of directors of the
Company or GDC (together with any new directors whose election or appointment
to such board of directors or whose nomination for election by the
shareholders of the Company or GDC was approved by Dr. Yuen or by a vote of a
majority of the directors then still in office who are either directors at the
beginning of such period or whose election, appointment or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the board of directors of the Company or GDC then in office; (iv)
approval by the board of directors or a majority of the shareholders of either
the Company or GDC of a merger, reorganization, combination or consolidation
whereby the shareholders of either the Company or GDC immediately prior to
such approval will not, immediately after consummation of such reorganization,
merger, combination or consolidation own more than 50% of the voting stock of
the surviving entity; or (v) a liquidation or dissolution of either the
Company or GDC or the sale of all or substantially all of the assets of either
the Company or GDC, unless the successor to the assets in any such
liquidation, dissolution or sale, is the Company or any of its subsidiaries.
    
  Under the New Yuen Agreement, as similar to his former employment agreement
all inventions, designs, improvements, patents, copyrights, discoveries and
other intellectual property which (i) are developed by Dr. Yuen while
performing his duties for GDC or using GDC's equipment or trade secret
information, (ii) are related at the time of conception to GDC's business or
actual or demonstrably anticipated research, or (iii) result from any work
performed by Dr. Yuen for GDC, are the property of GDC, if and only to the
extent GDC can show by clear and convincing evidence that such property is
GDC's property.
 
 Employment Agreement with Ms. Leung
 
  The Company and GDC entered into an Amended and Restated Employment
Agreement with Ms. Leung, dated as of March 31, 1998 (the "New Leung
Agreement"), which supersedes and replaces Ms. Leung's former employment
agreement. The New Leung Agreement provides for an initial term effective from
January 1, 1998 through December 31, 2003 and will be automatically renewed
for a three-year period unless either party gives written notice of
termination.
 
  Under the New Leung Agreement, Ms. Leung will serve as Chief Financial
Officer of the Company and Chief Operating Officer and Chief Financial Officer
of GDC. Ms. Leung will also serve as a director of the Company, GDC and
StarSight. Beginning April 1, 1998, Ms. Leung will receive a base salary of
$700,000 per year, with annual adjustments based upon the Company's
consolidated revenues, as similar to her former employment agreement. The New
Leung Agreement also provides that Ms. Leung may receive an annual incentive
bonus based upon the Company's consolidated earnings per share, as similar to
her former employment agreement. Under the New Leung Agreement, Ms. Leung
received options to purchase 1,200,000
 
                                       9
<PAGE>
 
Ordinary Shares, scheduled to vest ratably over the six-year term of the New
Leung Agreement over the term of the Agreement, of which 200,000 became
exercisable upon the execution of the Agreement. Ms. Leung is also entitled to
a $750 per month automobile allowance and other benefits, including, health
insurance and participation in bonus and incentive and stock option
compensation plans.
   
  The New Leung Agreement provides Ms. Leung the right to terminate the New
Leung Agreement within 90 days following a change of control (defined
substantially as defined above with respect to the New Yuen Agreement), in
which event (1) she would be entitled to receive (a) a lump-sum payment equal
to five times her then-current base salary, (b) for a period of 60 months
following such termination, all other elements of her compensation provided
under the New Leung Agreement, (2) all unvested options granted to her under
the New Leung Agreement would immediately vest in full and would be
exercisable for their full term and all previously granted vested options to
acquire Ordinary Shares will remain fully exercisable for their full term.
    
  All inventions, designs, improvements, patents, copyrights and discoveries
conceived by Ms. Leung during the term of the New Leung Agreement which are
competitive with or related to existing products or services of GDC shall be
assigned to GDC.
 
 Other Agreements with the Other Executives
 
  The Company has entered into an employment agreement with Mr. Lau and GDC
has entered into employment agreements with Messrs. Goldberg and Mankovitz,
all of which contain substantially similar provisions (hereinafter, these
employment agreements, as amended, are sometimes collectively referred to as
the "Other Agreements," and the Named Executive Officers who have entered into
these agreements are sometimes collectively referred to as the "Other
Executives"). The term of the employment agreements with Messrs. Lau,
Goldberg, and Mankovitz is from April 1, 1994 to March 31, 2001, with and will
be automatically renewed for a one-year period unless either party gives
written notice of termination.
 
  Each of the Other Agreements provides for a base salary subject to an annual
adjustment based upon the Consumer Price Index and the Company's revenues and
net earnings. Each of the Other Executives is also entitled under his
employment agreement to an annual incentive bonus based upon the growth of the
Company.
 
  The Other Agreements provide that, in the event the Company (or GDC, as
applicable) is involved in a merger or a sale of all or substantially all of
its assets to another entity, the Company (or GDC) will (or will cause a
successor to) provide for such adjustment to such executive officers'
compensation as may be necessary to preserve, as nearly as practicable, the
payment of his base salary and certain other benefits under such agreements.
The Other Executives are also entitled under their employment agreements to
such other benefits, including, without limitation, health insurance.
 
  Each of the Other Agreements provides that termination of the Other
Executives (or termination of any compensation or benefits payable to the
Other Executives under the Other Employment Agreements) may be effected upon
the occurrence of certain specified events. In addition, the Other Agreements
(other than the Mankovitz employment agreements) provide that all inventions,
patents, copyrights and other intellectual property developed or conceived by
the Other Executives during the term of the Other Employment Agreements which
are competitive with any existing products or services of the Company or its
affiliates, are the property of the Company (or GDC, as the case may be).
Under the Mankovitz employment agreement, all inventions, patents, copyrights
and other intellectual property which (i) are developed during the term of the
agreement while the inventor was performing duties for the Company (or GDC) or
using the Company's (or GDC's) equipment or trade secret information, (ii) are
related at the time of completion to the Company's (or GDC's) business or
actual or demonstrably anticipated research, or (iii) result from any work
performed by the inventor for the Company (or GDC), are the property of the
Company (or GDC) provided such entity can show by clear and convincing
evidence that such property is such entity's property. All other intellectual
property belongs to the Other Executives.
 
                                      10
<PAGE>
 
  StarSight entered into an employment agreement with Mr. Klosterman, as of
December 23, 1996 (the "Klosterman Employment Agreement"), which provides for
Mr. Klosterman's services as President of StarSight through December 22, 1999,
unless the Klosterman Employment Agreement is otherwise terminated in
accordance with its terms (the "Employment Period"). In addition, the
Klosterman Employment Agreement provides for an automatic one-year renewal
unless either of the parties thereto notifies the other of the termination
thereof. Pursuant to the Klosterman Employment Agreement, Mr. Klosterman
receives a base salary of $240,000 per year and is eligible to receive an
annual performance bonus (or other special bonus) in no event less than 50% of
his current base salary. Mr. Klosterman is also entitled to a $1,000 a month
automobile allowance and other benefits, including, without limitation, health
insurance.
 
  If StarSight terminates Mr. Klosterman without Cause (as defined below)
during the Employment Period, then Mr. Klosterman is entitled to continue to
receive his salary from StarSight for the remainder of one Employment Period.
If he is terminated for Cause, StarSight shall have no further obligations to
pay any salary or other compensation to him. The Employment Period will also
terminate in the event of Mr. Klosterman's death or disability, and in each
such case, StarSight will be required to make certain limited payments. Mr.
Klosterman may be terminated for "Cause" if: (i) he has engaged in illegal or
other wrongful conduct substantially detrimental to the business or reputation
of StarSight or any affiliated company, or is charged with or convicted of a
felony; (ii) he refuses or fails to act in accordance with any reasonable
direction or order of the StarSight board of directors; provided that the
StarSight board of directors has given him written notice of such refusal or
failure and he fails to comply with such direction or order within thirty days
after the date of such notice; or (iii) he has engaged in any fraud,
embezzlement, misappropriation or similar conduct against StarSight.
 
  In addition, the Klosterman Employment Agreement provides that Mr.
Klosterman will not (i) accept any other employment or (ii) engage in any
other business activity that is competitive with, or places him in a competing
position to that of, StarSight or any affiliated company. In addition, subject
to certain conditions, for a period of one year after the termination of the
Employment Period, Mr. Klosterman will not for himself or any third party,
directly or indirectly, including without limitation, (i) solicit or interfere
with any of StarSight's suppliers or customers; (ii) employ, solicit for
employment, or recommend for employment any person employed by StarSight,
during the period of his employment by StarSight and for one year thereafter;
or (iii) engage in any business activity that is competitive with StarSight;
provided that in no event shall Mr. Klosterman engage in such competitive
activities during the period which he continues to receive payments pursuant
to the termination provisions of the Klosterman Employment Agreement. The
Klosterman Employment Agreement also contains standard employee invention and
intellectual property confidentiality provisions.
 
          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
  The Company's Compensation Committee consists of Dr. George F. Carrier and
Mr. Teruyuki Toyama, neither of whom is an officer or employee of the Company
or was previously an officer or employee of the Company.
 
 
                                      11
<PAGE>
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
 
  (a)(1) Financial Statements
 
  See Index to Financial Statements on page F-1.
 
  (a)(2) Exhibits
 
<TABLE>   
<CAPTION>
 EXHIBIT NO.                        DOCUMENT DESCRIPTION
 -----------                        --------------------
 <C>         <S>
  2.1**      Parent Significant Shareholder Agreement, dated as of December 23,
             1996 by and among StarSight Telecast, Inc., a California
             corporation and certain significant shareholders of Gemstar
             International Group Limited.
  2.2**      Agreement and Plan of Merger dated as of December 23, 1996 by and
             among Gemstar International Group Limited, a British Virgin
             Islands corporation, StarSight Telecast, Inc., a California
             corporation, and G/S Acquisition Subsidiary, a California
             corporation).
  3.1******* Amended and Restated Memorandum of Association of the Company.
  3.2******* Amended and Restated Articles of Association of the Company.
 10.1*       Patent Assignment Agreement, dated as of March 15, 1994, between
             Gemstar Development Corporation and Roy J. Mankovitz.
             (Confidential treatment requested).
 10.2*       Contract Engineering Agreement (undated) between Hilite, Inc. and
             Gemstar Development Corporation. (Confidential treatment
             requested).
 10.3*       Contract Engineering Agreement (undated) between Hilite, Inc. and
             Gemstar Holdings Limited. (Confidential treatment requested).
 10.4*       Contract Engineering Agreement (undated) between Hilite, Inc. and
             Index Systems, Inc. (Confidential treatment requested).
 10.5*       Form of Option Exercise and Assignment Agreement, dated March 16,
             1994, between Gemstar Development Corporation and each of Henry C.
             Yuen, Wilson K. C. Cho and Daniel S. W. Kwoh.
 10.6(a)*    Exclusive Representation Agreement, dated July 30, 1990, between
             Gemstar Development Corporation and United Feature Syndicate, Inc.
             (Confidential treatment requested).
 10.6(b)*    Exclusive Representation Agreement, dated May 20, 1991, between
             Gemstar Development Corporation and United Feature Syndicate,
             Inc., together with First Amendment to Exclusive Representation
             Agreement, dated March 4, 1994. (Confidential treatment
             requested).
 10.6(c)*    Exclusive Representation Agreement, dated March 21, 1994, between
             Gemstar Development Corporation and United Feature Syndicate, Inc.
             (Confidential treatment requested).
 10.7*       Registration Rights Agreement, dated August 16, 1995, between
             Gemstar International Group Limited and the Shareholders of E
             Guide, Inc.
 10.8**      Company Significant Shareholder Agreement, dated as of December
             23, 1996, by and among Gemstar International Group Limited, a
             British Virgin Islands corporation, and certain significant
             shareholders of StarSight Telecast, Inc.
 10.9**      Company Option Agreement, dated as of December 23, 1996, by and
             between StarSight Telecast, Inc., a California corporation, and
             Gemstar International Group Limited, a British Virgin Islands
             corporation.
 10.10**     Parent Option Agreement, dated as of December 23, 1996, by and
             between StarSight Telecast, Inc., a California corporation, and
             Gemstar International Group Limited, a British Virgin Islands
             corporation (included as Appendix G to the Joint Proxy
             Statement/Prospectus).
</TABLE>    
 
 
                                       12
<PAGE>
 
<TABLE>   
<CAPTION>
 EXHIBIT NO.                        DOCUMENT DESCRIPTION
 -----------                        --------------------
 <C>         <S>
 10.11****   TDN, Inc., Stockholders Agreement, dated as of October 31, 1997,
             by and among TDN, Inc., a Delaware corporation, Gemstar Marketing,
             Inc., a California corporation, and Thomson Consumer Electronics,
             Inc., a Delaware corporation.
 10.12****   Cost and Reimbursement Support Agreement, dated as of October 31,
             1997, by and among TDN, Inc., a Delaware corporation, and Gemstar
             International Group Limited.
 10.13****   Definitive Agreement, dated as of January 9, 1998, by and among
             Gemstar International Group Limited, StarSight Telecast, Inc., a
             California corporation, and Microsoft Corporation, a Washington
             corporation.
 10.14****   Recission Agreement, dated as of January 9, 1998, by and between
             StarSight Telecast, Inc., a California corporation and Microsoft
             Corporation, a Washington corporation.
 21*****     Material Subsidiaries of Gemstar.
 23.1*****   Consent of KPMG Peat Marwick LLP.
 23.2*****   Consent Deloitte & Touche LLP.
 27.1*****   Financial Data Schedule.
 99.1*       1994 Stock Incentive Plan, as amended.
 99.2*       Employment Agreement, dated April 1, 1994, between Gemstar
             Development Corporation and Henry C. Yuen, as amended.
             (Confidential treatment requested).
 99.3*       Employment Agreement, dated August 1995, between Gemstar
             International Group Limited and Thomas L. H. Lau.
 99.4*       Employment Agreement, dated April 1, 1994, between Gemstar
             Development Corporation and Daniel S. W. Kwoh, as amended.
             (Confidential treatment requested).
 99.5*       Employment Agreement, dated April 1, 1994, between Gemstar
             Development Corporation and Roy J. Mankovitz, as amended.
             (Confidential treatment requested).
 99.6*       Employment Agreement, dated August 16, 1995, between Pros
             Technology Limited and Wilson K. C. Cho. (Confidential treatment
             requested).
 99.7*       Employment Agreement, dated April 1, 1994, between Gemstar
             Development Corporation and Elsie Ma Leung, as amended.
 99.8*       Employment Agreement, dated April 1, 1994, between Gemstar
             Development Corporation and Larry Goldberg, as amended.
 99.10*      Amendment to Subsection 1.4(a) of 1994 Stock Incentive Plan, as
             amended.
 99.11*****  Amendment to 1994 Stock Incentive Plan, as amended, adopted on
             March 12, 1998.
 99.12****** Amended and Restated Employment Agreement, effective as of January
             7, 1998 among Gemstar International Group Limited, Gemstar
             Development Corporation and Henry C. Yuen.
 99.13****** Amended and Restated Employment Agreement, dated as of March 31,
             1998, among Gemstar International Group Limited, Gemstar
             Development Corporation and Elsie Leung.
</TABLE>    
 
                                       13
<PAGE>
 
--------
   
      * Previously filed as part of Form F-1 Registration Statement of the
        Company (33-79016) which was declared effective on October 10, 1995,
        and incorporated herein by reference.     
   
     ** Previously filed as part of Form F-4 Registration Statement of the
        Company (333-6790) which was declared effective on April 15, 1997, and
        incorporated herein by reference.     
   
    *** Previously filed as part of Form 20-F of the Company which was filed
        on or about June 7, 1996, and incorporated herein by reference.     
   
   **** Previously filed as part of Form 8-K, dated January 12, 1998, as
        amended on June 11, 1998, or Form 8-K dated February 6, 1998, as
        amended on June 11, 1998. Certain information contained in these
        exhibits has been omitted pursuant to a request for Confidential
        Treatment granted by the Securities and Exchange Commission.     
   
  ***** Previously filed as part of Form 10-K for the year ended March 31,
        1998, filed on June 30, 1998.     
   
 ****** Certain information contained in this exhibit, which has been filed
        herewith, has been omitted pursuant to a request for Confidential
        Treatment which was filed with the Securities and Exchange Commission.
               
******* Previously filed as part of Form F-1 Registration Statement of the
        Company (33-79016), which was declared effective on October 10, 1995,
        and incorporated herein by reference. Further amendments were filed in
        connection with the Company's report on Form 8-K on July 13, 1998.
            
  (b) Reports on Form 8-K
 
  (1) The January 12, 1998 Report on Form 8-K, as amended on June 11, 1998, is
filed as part of and incorporated herein by reference into this Report.
 
  (2) February 6, 1998 Report on Form 8-K, as amended on June 11, 1998, is
filed as part of and incorporated herein by reference into this Report.
 
 
                                      14
<PAGE>
 
                                   SIGNATURE
   
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Pasadena, State of California, on the 17th of November, 1998.     
 
                                          GEMSTAR INTERNATIONAL GROUP LIMITED
                                            (Registrant)
 
                                          By: /s/ Henry C. Yuen
Dated November 17th, 1998                    __________________________________
                                             Henry C. Yuen
                                             Chief Executive Officer,
                                              President and Director
                                              (Principal Executive Officer)
 
                                          By: /s/ Elsie Ma Leung
Dated November 17th, 1998                    __________________________________
                                             Elsie Ma Leung
                                             Chief Financial Officer and
                                              Director (Principal Accounting
                                              Officer)
 
                                      S-1
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>   
<CAPTION>
 EXHIBIT NO.
 -----------
 <C>         <S>
  2.1**      Parent Significant Shareholder Agreement, dated as of December 23,
             1996 by and among StarSight Telecast, Inc., a California
             corporation and certain significant shareholders of Gemstar
             International Group Limited.
  2.2**      Agreement and Plan of Merger dated as of December 23, 1996 by and
             among Gemstar International Group Limited, a British Virgin
             Islands corporation, StarSight Telecast, Inc., a California
             corporation, and G/S Acquisition Subsidiary, a California
             corporation).
  3.1******* Amended and Restated Memorandum of Association of the Company.
  3.2******* Amended and Restated Articles of Association of the Company.
 10.1*       Patent Assignment Agreement, dated as of March 15, 1994, between
             Gemstar Development Corporation and Roy J. Mankovitz.
             (Confidential treatment requested).
 10.2*       Contract Engineering Agreement (undated) between Hilite, Inc. and
             Gemstar Development Corporation. (Confidential treatment
             requested).
 10.3*       Contract Engineering Agreement (undated) between Hilite, Inc. and
             Gemstar Holdings Limited. (Confidential treatment requested).
 10.4*       Contract Engineering Agreement (undated) between Hilite, Inc. and
             Index Systems, Inc. (Confidential treatment requested).
 10.5*       Form of Option Exercise and Assignment Agreement, dated March 16,
             1994, between Gemstar Development Corporation and each of Henry C.
             Yuen, Wilson K. C. Cho and Daniel S. W. Kwoh.
 10.6(a)*    Exclusive Representation Agreement, dated July 30, 1990, between
             Gemstar Development Corporation and United Feature Syndicate, Inc.
             (Confidential treatment requested).
 10.6(b)*    Exclusive Representation Agreement, dated May 20, 1991, between
             Gemstar Development Corporation and United Feature Syndicate,
             Inc., together with First Amendment to Exclusive Representation
             Agreement, dated March 4, 1994. (Confidential treatment
             requested).
 10.6(c)*    Exclusive Representation Agreement, dated March 21, 1994, between
             Gemstar Development Corporation and United Feature Syndicate, Inc.
             (Confidential treatment requested).
 10.7*       Registration Rights Agreement, dated August 16, 1995, between
             Gemstar International Group Limited and the Shareholders of E
             Guide, Inc.
 10.8**      Company Significant Shareholder Agreement, dated as of December
             23, 1996, by and among Gemstar International Group Limited, a
             British Virgin Islands corporation, and certain significant
             shareholders of StarSight Telecast, Inc.
 10.9**      Company Option Agreement, dated as of December 23, 1996, by and
             between StarSight Telecast, Inc., a California corporation, and
             Gemstar International Group Limited, a British Virgin Islands
             corporation.
 10.10**     Parent Option Agreement, dated as of December 23, 1996, by and
             between StarSight Telecast, Inc., a California corporation, and
             Gemstar International Group Limited, a British Virgin Islands
             corporation (included as Appendix G to the Joint Proxy
             Statement/Prospectus).
 10.11***    TDN, Inc., Stockholders Agreement, dated as of October 31, 1997,
             by and among TDN, Inc., a Delaware corporation, Gemstar Marketing,
             Inc., a California corporation, and Thomson Consumer Electronics,
             Inc., a Delaware corporation.
 10.12***    Cost and Reimbursement Support Agreement, dated as of October 31,
             1997, by and among TDN, Inc., a Delaware corporation, and Gemstar
             International Group Limited.
</TABLE>    
 
<PAGE>
 
<TABLE>   
<CAPTION>
 EXHIBIT NO.
 -----------
 <C>         <S>
 10.13***    Definitive Agreement, dated as of January 9, 1998, by and among
             Gemstar International Group Limited, StarSight Telecast, Inc., a
             California corporation, and Microsoft Corporation, a Washington
             corporation.
 10.14***    Recission Agreement, dated as of January 9, 1998, by and between
             StarSight Telecast, Inc., a California corporation and Microsoft
             Corporation, a Washington corporation.
 21****      Material Subsidiaries of Gemstar.
 23.1*****   Consent of KPMG Peat Marwick LLP.
 23.2        Consent Deloitte & Touche LLP.
 27.1*****   Financial Data Schedule.
 99.1*       1994 Stock Incentive Plan, as amended.
 99.2*       Employment Agreement, dated April 1, 1994, between Gemstar
             Development Corporation and Henry C. Yuen, as amended.
             (Confidential treatment requested).
 99.3*       Employment Agreement, dated August 1995, between Gemstar
             International Group Limited and Thomas L. H. Lau.
 99.4*       Employment Agreement, dated April 1, 1994, between Gemstar
             Development Corporation and Daniel S. W. Kwoh, as amended.
             (Confidential treatment requested).
 99.5*       Employment Agreement, dated April 1, 1994, between Gemstar
             Development Corporation and Roy J. Mankovitz, as amended.
             (Confidential treatment requested).
 99.6*       Employment Agreement, dated August 16, 1995, between Pros
             Technology Limited and Wilson K. C. Cho. (Confidential treatment
             requested).
 99.7*       Employment Agreement, dated April 1, 1994, between Gemstar
             Development Corporation and Elsie Ma Leung, as amended.
 99.8*       Employment Agreement, dated April 1, 1994, between Gemstar
             Development Corporation and Larry Goldberg, as amended.
 99.10*      Amendment to Subsection 1.4(a) of 1994 Stock Incentive Plan, as
             amended.
 99.11*****  Amendment to 1994 Stock Incentive Plan, as amended, adopted on
             March 12, 1998.
 99.12****** Amended and Restated Employment Agreement, effective as of January
             7, 1998 among Gemstar International Group Limited, Gemstar
             Development Corporation and Henry C. Yuen.
 99.13****** Amended and Restated Employment Agreement, dated as of March 31,
             1998, among Gemstar International Group Limited, Gemstar
             Development Corporation and Elsie Leung.
</TABLE>    
--------
   
     * Previously filed as part of Form F-1 Registration Statement of the
       Company (33-79016) which was declared effective on October 10, 1995,
       and incorporated herein by reference.     
   
     ** Previously filed as part of Form F-4 Registration Statement of the
        Company (333-6790) which was declared effective on April 15, 1997, and
        incorporated herein by reference.     
   
    *** Previously filed as part of Form 20-F of the Company which was filed
        on or about June 7, 1996, and incorporated herein by reference.     
   
   **** Previously filed as part of Form 8-K, dated January 12, 1998, or Form
        8-K dated February 6, 1998 and Form 8-K/A, dated June 11, 1998.
        Certain information contained in these exhibits has been omitted
        pursuant to a request for Confidential Treatment granted by the
        Securities and Exchange Commission.     
   
  ***** Previously filed as part of Form 10-K for the year ended March 31,
        1998, filed on June 30, 1998.     
<PAGE>
 
   
 ****** Certain information contained in this exhibit has been omitted
        pursuant to a request for Confidential Treatment which was filed with
        the Securities and Exchange Commission.     
   
******* Previously filed as part of Form F-1 Registration Statement of the
        Company (33-79016), which was declared effective on October 10, 1995,
        and incorporated herein by reference. Further amendments were filed in
        connection with the Company's report on Form 8-K on July 13, 1998.