As filed with the Securities and Exchange Commission on November 20, 2006

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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): November 18, 2006


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


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

       8000 Tower Point Drive, Charlotte, NC                        28227
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      (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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Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))



Item 1.01. Entry Into a Material Definitive Agreement

     In   connection   with  the  letter  of  intent   executed  by   Metromedia
International  Group,  Inc. (the  "Company")  in respect of a preliminary  offer
received  by  the  Company  for  the  acquisition  of  substantially  all of the
Company's  business  interests in the country of Georgia,  the Company  executed
separate  lock-up,  support  and  voting  agreements  (the  "Lock-Up  and Voting
Agreements") with representatives  (the "Preferred  Representatives") of holders
of more than  two-thirds  of its 4.1  million  outstanding  shares of  preferred
stock,  par value $1.00 per share (the  "Preferred  Stock").  Such  matters were
previously  reported by the  Company on a Current  Report on Form 8-K filed with
the United States Securities and Exchange Commission on October 2, 2006.

     On November 18, 2006, the Company and Preferred  Representatives of holders
of more than two-thirds of the Company's  outstanding  shares of Preferred Stock
agreed to an  amendment to the Lock-Up and Voting  Agreements  pursuant to which
holders of the  Company's  Preferred  Stock will  receive $68 per share from Net
Distributable  Consideration  (as  defined in the  amendment  to the Lock-Up and
Voting  Agreements,  a form of which is attached hereto as Exhibit 10.1) of $420
million or less, plus one-half of any Net Distributable  Consideration in excess
of $420  million  and less than $465  million,  and plus  twenty  percent of any
remaining Net Distributable  Consideration in excess of $465 million,  allocated
equally among the shares of Preferred  Stock.  The balance of Net  Distributable
Consideration would be allocated equally among the outstanding common shares.

     Prior to the  amendment  to the Lock-Up and Voting  Agreements,  holders of
Common  Stock were  entitled to 80% of any Net  Distributable  Consideration  in
excess  of such  amount  which  provided  for each  holder  of  Preferred  Stock
receiving  the full face value of their  security  plus all  accrued  and unpaid
dividends  payable thereon as of the date of the chapter 11 filing in connection
with the proposed sale transaction. Under those terms, common stockholders would
receive 80% of Net  Distributable  Consideration in excess off an estimated $495
million,  if the distribution  occurred at the end of the first quarter of 2007.
With the  amendment to the Lock-Up and Voting  Agreements,  holders of Preferred
Stock are now entitled to 80% of any Net  Distributable  Consideration in excess
of $465  million.  Although this change will not affect  distribution  to Common
Stockholders  arising from a transaction at the presently  proposed $480 million
sale price level,  it could  increase  such  distribtion  in the event of a sale
transaction  at a price level higher than $480 million  should one arise through
the bankruptcy auction process.

     As  previously   announced,   the  Company  presently  estimates  that  Net
Distributable Consideration following consummation of a $480 million sale in the
first quarter of 2007 and essential conclusion of the related wind-up case filed
in the United  States Court for the District of Delaware by the end of the first
half  of  2007  will  range  from  $440-450  million.  Pursuant  to the  plan of
distribution agreed with the Preferred Representatives, as amended, this outcome
would not change the previously  announced  distribution  of $70.42 to $71.62 to
each share of Preferred Stock and $1.58 to $1.63 to each common share.

     The  form of  amendment  to the  Lock-Up  and  Voting  Agreements  with the
Preferred Representatives is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.



Item 9.01. Financial Statements and Exhibits

     (d)   Exhibits

     10.1  Form  of amendment  to  the  lock-up  and  voting   agreements   with
           representatives of holders of Metromedia  International  Group,  Inc.
           7.25% Cumulative Convertible Preferred Stock.











                                    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: November 20, 2006
Charlotte, NC