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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
METROMEDIA INTERNATIONAL GROUP, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
591695101
(CUSIP Number)
March 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/_X_/ Rule 13d-1(b)
/___/ Rule 13d-1(c)
/___/ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 7 Pages<PAGE>
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CUSIP No. 591695101 Page 2 of 7 Pages
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SNYDER CAPITAL MANAGEMENT, L.P.
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)/ /
(b)/XX/
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 5 SOLE VOTING POWER
SHARES 259,367
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 4,664,100
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 259,367
---------------------------------------
8 SHARED DISPOSITIVE POWER
4,991,033
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,400
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
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12 TYPE OF REPORTING PERSON (See Instructions)
PN, IA
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CUSIP No. 591695101 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SNYDER CAPITAL MANAGEMENT, INC.
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)/ /
(b)/X /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 259,367
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 4,664,100
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 259,367
---------------------------------------
8 SHARED DISPOSITIVE POWER
4,991,033
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,400
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
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12 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 591695101 13G Page 4 of 7 Pages
ITEM 1.
(a) The name of the issuer is Metromedia International
Group, Inc.( the "Issuer").
(b) The principal executive office of the Issuer is located
at One Meadowlands Plaza, East Rutherford, NY 07073-2137.
ITEM 2.
(a) The names of the persons filing this statement are
Snyder Capital Management, L.P. ("SCMLP") and Snyder Capital
Management, Inc. ("SCMI") (collectively, the "Filers").
SCMI is the sole general partner of SCMLP. Both SCMLP
and SCMI are wholly owned by Nvest Companies, L.P. ("Nvest
Companies"), a limited partnership affiliated with Nvest, L.P., a
publicly traded limited partnership. The general partner of
Nvest, L.P. and the managing general partner of Nvest Companies
is an indirect, wholly owned subsidiary of Metropolitan Life
Insurance Company ("MetLife"). As of March 31, 1998, MetLife
beneficially owned all of the general partner interests in Nvest
Companies and Nvest, L.P. and, in the aggregate, general partner
and limited partner interests of Nvest Companies and Nvest, L.P.
representing approximately 47% of the economic interests in the
business of Nvest Companies.
SCMI and Nvest Companies operate under an understanding
that all investment and voting decisions regarding advisory
accounts managed by SCMLP are to be made by SCMI and SCMLP and
not by Nvest Companies or any entity controlling Nvest Companies.
Accordingly, SCMI and SCMLP do not consider Nvest Companies or
any entity controlling Nvest Companies to have any direct or
indirect control over the securities held in managed accounts.
(b) The principal business office of the Filers is located
at 350 California Street, Suite 1460, San Francisco, CA 94104.
(c) SCMLP is a Delaware limited partnership. SCMI is a
Delaware corporation.
(d) This statement relates to shares of the common stock of
the Issuer (the "Stock").
(e) The CUSIP number of the Stock is 591695101.
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CUSIP No. 591695101 13G Page 5 of 7 Pages
ITEM 3. If this statement is filed pursuant to rule 240.13d-
1(b), or 240.13d-2(b) or (c), check whether the person filing is
a:
(a) ___ Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) ___ Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) ___ Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ___ An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) ___ An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) ___ A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G)
(h) ___ A savings association as defined in section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) _X_ Group, in accordance with section 240.13d-
1(b)(1)(ii)(J)
If this statement is filed pursuant to section 240.13d-1(c),
check this box [___].<PAGE>
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CUSIP No. 591695101 13G Page 6 of 7 Pages
ITEM 4. OWNERSHIP
See items 5-9 and 11 on the cover sheet for each Filer.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following /___/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
SCMLP is a registered investment adviser whose clients have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Stock. No individual
client's holdings of the Stock are more than 5 percent of the
class.
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CUSIP No. 591695101 13G Page 7 of 77 Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
SCMLP is an investment adviser registered under section 203 of
the Investment Advisers Act of 1940. SCMI is the general partner
of SCMLP.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
DATED: May 6, 1998
Snyder Capital Management, L.P.
By: Snyder Capital Management, Inc.
General Partner
By: /s/ Steven J. Block
Steven J. Block
Vice President
Snyder Capital Management, Inc.
By: /s/ Steven J. Block
Steven J. Block
Vice President
