8-K

     As filed with the Securities and Exchange Commission on April 26, 2004

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 26, 2004


                      METROMEDIA INTERNATIONAL GROUP, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                      1-5706              58-0971455
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(State or other jurisdiction of   (Commission File Number)    (IRS Employer
         incorporation)                                     Identification No.)

    8000 Tower Point Drive, Charlotte, NC                    28227
    -------------------------------------                    -----
   (Address of principal executive offices)                (Zip Code)

 Registrant's telephone number, including area code:    (704) 321-7380
                                                        --------------

                   ------------------------------------------
          (Former name or former address, if changed since last report)


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Item 7.           Financial Statements and Exhibits

          (c)  Exhibits.

               99.1 Press Release of Metromedia International Group, Inc., dated
                    April 26, 2004

Item 9.           Other Events and Regulation FD Disclosure

On April 26, 2004, the Company announced the following events concerning
Magticom Ltd., the Company's business venture in the Republic of Georgia
operating a wireless communications network and marketing mobile voice
communication services nationwide to private and commercial users ("Magticom").
The Company's wholly-owned subsidiary International Telcell Communications, Inc.
("ITC") is the managing member of Telcell Wireless LLC ("Telcell"), which in
turn today has a 49% ownership interest in Magticom. Dr. George Jokhtaberidze,
co-founder with the Company of Magticom, today owns directly the remaining 51%
of Magticom. ITC has a 70.41% ownership interest in Telcell; giving the Company
today an indirect 34.5% ownership interest in Magticom.

Magticom issued a dividend of $14 million on April 23, 2004. Telcell, which is
entitled to $6.86 million of this dividend, agreed to loan this amount to Dr.
Jokhtaberidze by redirecting its share of the dividend distribution to him. As
security for the loan, Dr. Jokhtaberidze has assigned to Telcell his right to
receive future dividends from Magticom until the loan, which matures on December
31, 2004, is paid in full. The Company expects that Magticom will declare and
pay dividends during the remainder of 2004 in an amount necessary to make this
repayment. However, as described more fully below, the Company expects this loan
to be repaid during second quarter of 2004, as part of a business combination
transaction with Dr. Jokhtaberidze.

The Company, Telcell's other member and Dr. Jokhtaberidze have entered into a
binding memorandum of understanding, providing for, upon execution of definitive
documents and satisfaction of certain conditions, Dr. Jokhtaberidze to convey
his 51% interest in Magticom to ITC in exchange for a 49.9% interest in ITC plus
certain cash consideration. The Company will retain the remaining 50.1% majority
ownership of ITC. After completion of all transactions contemplated by this
memorandum of understanding, the Company will have the largest effective
ownership interest in Magticom at 42.8% and will be able to exert operational
control over Magticom as a result of its status as managing member of Telcell
and majority stockholder of ITC. A portion of Dr. Jokhtaberidze's cash proceeds
from these transactions will be used to repay the aforementioned loan, with
$4.83 million of this repayment being distributed to the Company in consequence
of its current 70.41% ownership interest in Telcell. The parties anticipate that
all transactions contemplated in the memorandum of understanding will be
concluded by end of second quarter 2004.



The previously announced Georgian Government investigations into past business
and tax payment practices of Magticom have been completed with no adverse
findings. The previously announced prosecution by the Georgian Government of Dr.
Jokhtaberidze has been dropped without finding any wrong-doing and Dr.
Jokhtaberidze has been released from the investigative detention in which he had
been held since February 20, 2004. The Company believes that no further
investigations or prosecutions of Magticom, Magticom personnel or Dr.
Jokhtaberidze with respect to past business or tax payment practices will be
undertaken by the Georgian Government.


        The press release announcing this matter is attached as Exhibit 99.1 and
is incorporated herein by reference.



                 SIGNATURE
                 ---------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                               METROMEDIA INTERNATIONAL GROUP, INC.


                               By:  /S/ HAROLD F. PYLE, III
                                    --------------------------------------------
                                     Name: Harold F. Pyle, III
                                     Title: Executive Vice President Finance,
                                           Chief Financial Officer and Treasurer

Date: April 26, 2004
Charlotte, NC



                                  EXHIBIT INDEX
                                  -------------

Exhibit                            Description
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 99.1          Press Release of Metromedia International Group, Inc. dated April
               26, 2004

EX-99.1

                                                                    Exhibit 99.1


Metromedia International Group, Inc. Announces Recent Activities and Agreements
   With Respect to Interests in Georgian Mobile Telephony Subsidiary Magticom

    CHARLOTTE, N.C.--(BUSINESS WIRE)--April 26, 2004--Metromedia
International Group, Inc. (the "Company" or "MIG") (currently traded
as: OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses in
Russia and the Republic of Georgia, today announced the following
events concerning Magticom Ltd., the Company's business venture in the
Republic of Georgia operating a wireless communications network and
marketing mobile voice communication services nationwide to private
and commercial users ("Magticom"). The Company's wholly-owned
subsidiary International Telcell Communications, Inc. ("ITC") is the
managing member of Telcell Wireless LLC ("Telcell"), which in turn
today has a 49% ownership interest in Magticom. Dr. George
Jokhtaberidze, co-founder with the Company of Magticom, today owns
directly the remaining 51% of Magticom. ITC has a 70.41% ownership
interest in Telcell; giving the Company today an indirect 34.5%
ownership interest in Magticom.
    Magticom issued a dividend of $14 million on April 23, 2004.
Telcell, which is entitled to $6.86 million of this dividend, agreed
to loan this amount to Dr. Jokhtaberidze by redirecting its share of
the dividend distribution to him. As security for the loan, Dr.
Jokhtaberidze has assigned to Telcell his right to receive future
dividends from Magticom until the loan, which matures on December 31,
2004, is paid in full. The Company expects that Magticom will declare
and pay dividends during the remainder of 2004 in an amount necessary
to make this repayment. However, as described more fully below, the
Company expects this loan to be repaid during second quarter of 2004,
as part of a business combination transaction with Dr. Jokhtaberidze.
    The Company, Telcell's other member and Dr. Jokhtaberidze have
entered into a binding memorandum of understanding, providing for,
upon execution of definitive documents and satisfaction of certain
conditions, Dr. Jokhtaberidze to convey his 51% interest in Magticom
to ITC in exchange for a 49.9% interest in ITC plus certain cash
consideration. The Company will retain the remaining 50.1% majority
ownership of ITC. After completion of all transactions contemplated by
this memorandum of understanding, the Company will have the largest
effective ownership interest in Magticom at 42.8% and will be able to
exert operational control over Magticom as a result of its status as
managing member of Telcell and majority stockholder of ITC. A portion
of Dr. Jokhtaberidze's cash proceeds from these transactions will be
used to repay the aforementioned loan, with $4.83 million of this
repayment being distributed to the Company in consequence of its
current 70.41% ownership interest in Telcell. The parties anticipate
that all transactions contemplated in the memorandum of understanding
will be concluded by end of second quarter 2004.
    The previously announced Georgian Government investigations into
past business and tax payment practices of Magticom have been
completed with no adverse findings. The previously announced
prosecution by the Georgian Government of Dr. Jokhtaberidze has been
dropped without finding any wrong-doing and Dr. Jokhtaberidze has been
released from the investigative detention in which he had been held
since February 20, 2004. The Company believes that no further
investigations or prosecutions of Magticom, Magticom personnel or Dr.
Jokhtaberidze with respect to past business or tax payment practices
will be undertaken by the Georgian Government.
    In making these announcements, Mark Hauf, Chairman and Chief
Executive Officer, commented: "I am very pleased that investigations
into past activities of Magticom and Dr. Jokhtaberidze undertaken
earlier this year by the newly formed post-revolutionary government of
Georgia have now concluded without any adverse finding. We were very
confident from the onset of these investigations that all of
Magticom's past actions would be found to be in good order. Although
the investigations themselves and the Georgian media coverage they
drew were quite disruptive to our business activities in Georgia, we
maintained a cooperative posture with the new Georgian government
throughout. Now that this matter appears to be satisfactorily
concluded, we look forward to further development of our business in
Georgia."
    With respect to the various transactions announced here, Mr. Hauf
commented further: "The $14 million dividend Magticom just distributed
and a $7 million dividend previously distributed in February derive
from Magticom's very successful performance for year 2003. This strong
financial performance and the realistic prospect of further profitable
development at Magticom underscores our enthusiasm for continued
presence and investment in Georgia. The agreements we announced today
will put in place a corporate governance framework through which we
can exercise clear operational control over our core Georgian business
interests. This will create a stable and workable foundation for
further developments at Magticom and other investments we undertake in
Georgia."
    With respect to the financial terms of the ownership restructuring
of Magticom arising from the agreements announced today, Ernie Pyle,
Executive Vice President and Chief Financial Officer, commented:
"After giving effect to all cash outflows required by the transactions
contemplated in the memorandum of understanding and to the cash inflow
arising from the expected repayment of the loan made to Dr.
Jokhtaberidze, I believe we have sufficient corporate cash on hand
today to support the Company's planned operating, investing and
financing cash flows through the end of 2004, including the Company's
$8.0 million semi-annual interest payment due on September 30, 2004 on
its 10 1/2 % Senior Discount Notes due 2007. This estimate does not
take into account cash inflows that might reasonably arise from
operating unit dividend distributions or sales of additional non-core
assets; either of which would further strengthen our current liquidity
position."

    About Metromedia International Group

    Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Europe and the Republic
of Georgia. These include mobile and fixed line telephony businesses,
wireless and wired cable television networks and radio broadcast
stations. The Company has focused its principal attentions on
continued development of its core telephony businesses in Russia and
the Republic of Georgia, while undertaking a program of gradual
divestiture of its non-core media businesses. The Company's remaining
non-core media businesses consist of nineteen radio businesses
operating in Finland, Hungary, Bulgaria, Estonia, Latvia and the Czech
Republic and one cable television network in Lithuania. The Company's
core telephony businesses include PeterStar, the leading competitive
local exchange carrier in St. Petersburg, Russia, and Magticom, the
leading mobile telephony operator in the Republic of Georgia.

    This news release contains certain forward-looking statements that
involve risks and uncertainties, including in particular those
regarding repayment of the loan to Dr. Jokhtaberidze, final
consummation of the transactions contemplated by the memorandum of
understanding described here, the Company's compliance with its
obligations under the indenture governing its 10 1/2 % Senior Discount
Notes due 2007, and the Company's ability to meet its future operating
and debt service obligations on a timely basis. Other factors that
could cause or contribute to such risks and uncertainties include, but
are not limited to, the Company's ability to cure the existing default
under the Indenture related filing of an annual report on Form 10-K
for the year ended December 31, 2003; its ability to achieve expected
performance targets for its core telephony businesses; its ability to
consummate divestitures of its remaining non-core businesses at
satisfactory prices and continue to receive expected dividends from
its core business operations; completion of its reorganization of
internal support processes so as to meet its targeted level of
overhead expenditures; and external factors including possibility of
future political instability in Georgia, changes in general economic
and business conditions, unanticipated effects of competition, changes
in technology and methods of marketing, and various other factors
beyond the Company's control. This also includes such factors as are
described from time to time in the SEC reports filed by the Company,
including its most recently filed Form 8-K reports (dated March 4,
2004, March 18, 2004, March 31, 2004 and April 5, 2004), quarterly
reports on Form 10-Q/A for the quarterly periods ended March 31, 2003
and June 30, 2003, quarterly report on Form 10-Q for the quarterly
period ended September 30, 2003 and the Company's Annual Report on
Form 10-K/A for the year ended December 31, 2002. The Company is not
under, and expressly disclaims, any obligation to update the
information in this news release for any future events, including
changes in its cash balances or other events affecting liquidity.

    Please visit our website at www.metromedia-group.com.

    CONTACT: Metromedia International Group, Inc.
             Ernie Pyle, 704-321-7380, Ext. # 103
             investorrelations@mmgroup.com