<PAGE>   1





                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C.  20549

                                 F O R M 10-Q/A
                                 (Amendment #1)


( X )    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended March 31, 1997

                                       OR

(   )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from _____ to _____


Commission File Number 1-9554


                          TCI PACIFIC COMMUNICATIONS, INC.                 
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


<TABLE>
<S>                                                               <C>
               State of Delaware                                               04-2980402                       
------------------------------------------------                  ------------------------------------
(State or other jurisdiction of incorporation or                  (I.R.S. Employer Identification No.)
                 organization)


               5619 DTC Parkway
              Englewood, Colorado                                                 80111        
    ----------------------------------------                                   ----------
    (Address of principal executive offices)                                   (Zip Code)
</TABLE>


       Registrant's telephone number, including area code: (303) 267-5500

         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 and (2) has been subject to such
filing requirements for the past 90 days.     Yes      No  X
                                                  ---     ---


         All of the Registrant's common stock is owned by TCI Communications,
Inc.  The number of shares outstanding of the Registrant's common stock as of
April 30, 1997 was:

                        Class A Common Stock - 0 shares.
                       Class B Common Stock - 100 shares.
<PAGE>   2
                                   SIGNATURES


         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 thereunto duly authorized.


                                 TCI PACIFIC COMMUNICATIONS, INC.





Date:     August 5, 1997         By:    /s/ Stephen M. Brett               
                                    ------------------------------------------
                                            Stephen M. Brett
                                              Senior Vice President
                                                and Secretary





<PAGE>   3

               TCI PACIFIC COMMUNICATIONS, INC. AND  SUBSIDIARIES
                              (see notes 1 and 2)



                          Consolidated Balance Sheets
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                      March 31,           December 31,
                                                                       1997 *                1996         
                                                                   ---------------      ---------------
Assets                                                                     amounts in thousands
------                                                                                             
<S>                                                                <C>                  <C>
Restricted cash (note 1)                                           $            --               33,664

Trade and other receivables, net                                            14,703               18,986

Prepaid expenses                                                             3,955                6,144

Property and equipment, at cost:
   Land                                                                      5,807                5,795
   Distribution systems                                                    365,353              348,949
   Support equipment and buildings                                          34,895               35,812
                                                                   ---------------      ---------------
                                                                           406,055              390,556
   Less accumulated depreciation                                            23,677               11,373
                                                                   ---------------      ---------------
                                                                           382,378              379,183
                                                                   ---------------      ---------------

Franchise costs                                                          3,041,644            3,015,246
   Less accumulated amortization                                            50,162               30,773
                                                                   ---------------      ---------------
                                                                         2,991,482            2,984,473
                                                                   ---------------      ---------------

Other assets, at cost, net of amortization                                  17,707               18,111
                                                                   ---------------      ---------------

                                                                   $     3,410,225            3,440,561
                                                                   ===============      ===============
Liabilities and Common Stockholder's Equity 
--------------------------------------------

Cash overdraft                                                     $        11,854                9,736

Accounts payable                                                             2,905                3,490

Accrued expenses:
   Accrued franchise fees                                                    5,212                8,663
   Accrued property tax expense                                              1,624                2,549
   Accrued programming expense                                               1,363                2,331
   Other                                                                    13,669               16,465
                                                                   ---------------      ---------------
                                                                            21,868               30,008
                                                                   ---------------      ---------------

Subscriber advance payments                                                  2,833                2,727

Debt (note 4)                                                            1,042,011            1,151,884

Deferred income taxes                                                    1,070,732            1,073,340

Other liabilities                                                              393                  380
                                                                   ---------------      ---------------

     Total liabilities                                                   2,152,596            2,271,565
                                                                   ---------------      ---------------

Exchangeable Preferred Stock (notes 1 and 5)                               629,551              629,801

Common stockholder's equity:
   Class A common stock, $1 par value.  
      Authorized 6,257,961 shares;
      no shares issued and outstanding                                          --                   --
   Class B common stock, $.01, par value.  
      Authorized 100 shares;
      issued and outstanding 100 shares                                         --                   --
   Additional paid-in capital                                              329,286              336,921
   Accumulated deficit                                                      (3,927)              (2,452)
                                                                   ---------------      --------------- 
                                                                           325,359              334,469
   Due to TCI Communications, Inc. ("TCIC")                                302,719              204,726
                                                                   ---------------      ---------------

     Total common stockholder's equity                                     628,078              539,195
                                                                   ---------------      ---------------

Commitments (note 7)
                                                                   $     3,410,225            3,440,561
                                                                   ===============      ===============
</TABLE>

*Restated - See note 2.

See accompanying notes to financial statements.





                                      I-1
<PAGE>   4

               TCI PACIFIC COMMUNICATIONS, INC. AND  SUBSIDIARIES
                              (see notes 1 and 2)



                            Statements of Operations
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                             Pacific              VII Cable
                                                                             (note 2)              (note 2)    
                                                                          -------------          ------------
                                                                           Three months          Three months
                                                                              ended                 ended
                                                                            March 31,              March 31,
                                                                              1997 *                 1996      
                                                                          -------------          ------------
                                                                                  amounts in thousands
<S>                                                                       <C>                    <C>
Revenue                                                                   $     124,952     |         118,321
                                                                                            |
Operating costs and expenses:                                                               |
  Operating (note 6)                                                             42,520     |          46,059
  Selling, general and administrative (note 6)                                   27,414     |          29,855
  Depreciation                                                                   12,322     |          17,319
  Amortization                                                                   19,340     |           4,541
                                                                          -------------     |    ------------
                                                                                101,596     |          97,774
                                                                          -------------     |    ------------
                                                                                            |
      Operating income                                                           23,356     |          20,547
                                                                                            |
Other income (expense):                                                                     |
  Interest expense (note 6)                                                     (25,307)    |         (11,958)
  Interest income                                                                   405     |              --
  Other, net                                                                         --     |            (140)
                                                                          -------------     |    ------------ 
                                                                                (24,902)    |         (12,098)
                                                                          -------------     |    ------------ 
                                                                                            |
  Earnings (loss) before income taxes                                            (1,546)    |           8,449
                                                                                            |
Income tax benefit (expense)                                                         71     |          (5,059)
                                                                          -------------     |    ------------ 
                                                                                            |
  Net earnings (loss)                                                            (1,475)    |           3,390
                                                                                            |    ============
                                                                                            |
Dividend requirement on Exchangeable Preferred Stock                             (7,635)    |
                                                                          -------------     |
                                                                                            |
  Net loss attributable to common stockholder                             $      (9,110)    |
                                                                          =============     |
</TABLE>

* Restated - see note 2.

See accompanying notes to financial statements.





                                      I-2
<PAGE>   5

               TCI PACIFIC COMMUNICATIONS, INC. AND  SUBSIDIARIES
                              (see notes 1 and 2)



                    Statement of Common Stockholder's Equity
                                  (unaudited)

<TABLE>
<CAPTION>
                                               Common stock         Additional
                                           --------------------      paid-in       Accumulated         Due to         Total
                                            Class A     Class B      capital         deficit            TCIC         equity   
                                           ---------    -------    ------------   --------------    ------------  ------------
                                                                        amounts in thousands
<S>                                        <C>          <C>        <C>            <C>               <C>           <C>
Balance at January 1, 1997                 $      --         --         336,921           (2,452)        204,726       539,195

  Net earnings *                                  --         --              --           (1,475)             --        (1,475)
  Accreted dividends on Exchangeable
    Preferred Stock                               --         --          (7,635)              --              --        (7,635)
  Allocation of programming charges from
    TCIC                                          --         --              --               --          28,564        28,564
  Allocation of expenses in connection 
    with the Services Agreement (note 6)          --         --              --               --           4,646         4,646
  Intercompany income tax allocation              --         --              --               --          (2,537)       (2,537)
  Net cash transfers from TCIC                    --         --              --               --          67,320        67,320
                                           ---------    -------    ------------   --------------    ------------  ------------
                                                                                                                   
Balance at March 31, 1997 *                $      --         --         329,286           (3,927)        302,719       628,078
                                           =========    =======    ============   ==============    ============  ============
</TABLE>

* Restated - See note 2.

See accompanying notes to financial statements.





                                      I-3
<PAGE>   6

               TCI PACIFIC COMMUNICATIONS, INC. AND  SUBSIDIARIES
                              (see notes 1 and 2)



                            Statements of Cash Flows
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                          Pacific                           VII Cable
                                                                         (note 2)                           (note 2)    
                                                                       -------------                      ------------
                                                                       Three months                       Three months
                                                                            ended                            ended
                                                                          March 31,                         March 31,
                                                                           1997 *                             1996      
                                                                       -------------                      ------------
                                                                                     amounts in thousands
                                                                                         (see note 3)
<S>                                                                    <C>                                    <C>
Cash flows from operating activities:                                                         |
   Net earnings (loss)                                                 $      (1,475)         |                  3,390
   Adjustments to reconcile net earnings (loss) to net cash                                   |
    provided by operating activities:                                                         |
       Depreciation and amortization                                          31,662          |                 21,860
       Intercompany tax allocation                                             2,537          |                     --
       Deferred income tax expense (benefit)                                  (2,608)         |                  1,918
       Other noncash credits                                                      --          |                    231
       Changes in operating assets and liabilities:                                           |
           Change in receivables                                               4,283          |                  2,889
           Change in accruals and payables                                    (8,619)         |                 (1,505)
           Change in prepaid expenses                                          2,189          |                    356
                                                                       -------------          |           ------------
                                                                                              |
              Net cash provided by operating activities                       27,969          |                 29,139
                                                                       -------------          |           ------------
                                                                                              |
Cash flows from investing activities:                                                         |
   Capital expended for property and equipment                                (6,108)         |                (19,866)
   Cash paid for acquisitions                                                (35,323)         |                     --
   Other investing activities                                                    109          |                 (2,349)
                                                                       -------------          |           ------------
                                                                                              |
              Net cash used in investing activities                          (41,322)         |                (22,215)
                                                                       -------------          |           ------------
                                                                                              |
Cash flows from financing activities:                                                         |
   Change in cash overdraft                                                    2,118          |                    --
   Repayments of debt                                                       (110,000)         |                    --
   Payment of preferred stock dividends                                       (7,885)         |                    --
   Net cash transfers from TCIC                                               95,456          |                    --
   Change in cash transfers from Viacom, Inc.                                     --          |                (27,993)
   Allocated charges from Viacom, Inc.                                            --          |                 22,315
                                                                       -------------          |           ------------
                                                                                              |
              Net cash used in financing activities                          (20,311)         |                 (5,678)
                                                                       -------------          |           ------------
                                                                                              |
              Net increase (decrease) in cash                                (33,664)         |                  1,246
                                                                                              |
                Cash at beginning of period                                   33,664          |                  2,294
                                                                       -------------          |           ------------
                                                                                              |
                Cash at end of period                                  $          --          |                  3,540
                                                                       =============          |           ============
</TABLE>


* Restated - see note 2.

See accompanying notes to financial statements.





                                      I-4
<PAGE>   7

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                         Notes to Financial Statements



                                 March 31, 1997
                                  (unaudited)


(1)      Acquisition and Related Transactions

         On July 24, 1995, Viacom, Inc. ("Viacom"), Viacom International Inc.
         (after giving effect to the First Distribution as defined below, "VII
         Cable "), a wholly owned subsidiary of Viacom, and Viacom
         International Services Inc. ("New VII"), a wholly owned subsidiary of
         VII Cable, entered into certain agreements (the "Transaction
         Agreements") with Tele- Communications, Inc. ("TCI") and TCIC, a
         subsidiary of TCI, providing for, among other things, the conveyance
         of Viacom International Inc.'s non-cable assets and liabilities to New
         VII, the distribution of all of the common stock of New VII to Viacom
         (the "First Distribution"), the Exchange Offer (as defined below) and
         the issuance to TCIC of all of the Class B Common Stock of VII Cable.
         On June 24, 1996, Viacom commenced an exchange offer (the "Exchange
         Offer") pursuant to which Viacom shareholders had the option to
         exchange shares of Viacom Class A or Class B Common Stock ("Viacom
         Common Stock") for a total of 6,257,961 shares of VII Cable Class A
         Common Stock.  The Exchange Offer expired on July 22, 1996 with a
         final exchange ratio of 0.4075 shares of VII Cable Class A Common
         Stock for each share of Viacom Common Stock accepted for exchange.

         Prior to the consummation of the Exchange Offer on July 31, 1996,
         Viacom International Inc. entered into a $1.7 billion credit agreement
         (the "Credit Agreement").  Proceeds from the Credit Agreement were
         transferred by Viacom International Inc. to New VII as part of the
         First Distribution.  Immediately following the consummation of the
         Exchange Offer, on July 31, 1996, TCIC, through a capital contribution
         of $350 million in cash, purchased all of the shares of Class B Common
         Stock of VII Cable (the "Acquisition").  At that time, VII Cable was
         renamed TCI Pacific Communications, Inc. (together with its
         consolidated subsidiaries, "Pacific") and the shares of Class A Common
         Stock of VII Cable were converted into shares of 5% Class A Senior
         Cumulative Exchangeable Preferred Stock (the "Exchangeable Preferred
         Stock").  Proceeds from the $350 million capital contribution were
         used to repay a portion of the Credit Agreement.

         On October 13, 1995, TCIC (as buyer) and Prime Cable of Fort Bend,
         L.P. and Prime Cable Income Partners, L.P. (as sellers) executed asset
         and stock purchase and sale agreements (the "Houston Purchase
         Agreements") providing for the sale of certain cable television
         systems serving the greater Houston Metropolitan Area for a total base
         purchase price of $301 million, subject to adjustments.  On December
         18, 1995, TCIC assigned all of its rights, remedies, title and
         interest in, to and under the Houston Purchase Agreements to a
         subsidiary of InterMedia Capital Partners IV, L.P. ("IMP").  On May 8,
         1996, IMP consummated the transactions contemplated by the Houston
         Purchase Agreements.  In connection with the Acquisition, IMP
         exchanged its Houston cable systems plus cash amounting to $36,633,000
         (the "Exchange Cash") for VII Cable's Nashville cable system.  The
         Exchange Cash was escrowed for cable system acquisitions.  In January
         1997, the Company used the Exchange Cash to purchase a cable system
         serving approximately 20,000 subscribers in and around Boulder County,
         Colorado.

                                                                     (continued)





                                      I-5
<PAGE>   8

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                         Notes to Financial Statements



         Pacific, through its subsidiaries and affiliates, is principally
         engaged in the construction, acquisition, ownership, and operation of
         cable television systems.  Pacific operates its cable television
         systems primarily in the following five geographic markets:  the San
         Francisco and Northern California area; Salem, Oregon; the Seattle,
         Washington and Greater Puget Sound area; Houston, Texas; and Dayton,
         Ohio.

(2)      Basis of Presentation

         In the accompanying financial statements and in the following text,
         references are made to VII Cable and Pacific.  The period for the
         three months ended March 31, 1996 reflects the carve-out historical
         results of operations of the cable television business of Viacom and
         is referred to as "VII Cable".  The financial statements as of
         December 31, 1996 and March 31, 1997 and for the three months ended
         March 31, 1997 reflect the consolidated results of operations and
         financial condition of Pacific and are referred to as "Pacific".  The
         "Company" refers to both Pacific and its predecessor entity, VII
         Cable.

         The accompanying financial statements include the accounts of the
         Company and all investments of more than 50% in subsidiaries in which
         the Company has significant control.  All significant intercompany
         transactions have been eliminated for all periods presented.  As a
         result of the Acquisition, which was accounted for as a purchase, the
         consolidated financial information for the periods after the
         Acquisition is presented on a different cost basis than that for the
         periods before the Acquisition and therefore is not comparable.

         The accompanying interim financial statements are unaudited but, in
         the opinion of management, reflect all adjustments (consisting of
         normal recurring accruals) necessary for a fair presentation of the
         results for such periods.  The results of operations for any interim
         period are not necessarily indicative of results for the full year.
         These financial statements should be read in conjunction with
         Pacific's combined financial statements and notes thereto for the year
         ended December 31, 1996.

         The Company has restated its consolidated financial statements to give
         effect to the finalization of the purchase price allocation with
         respect to the Acquisition.  The effect of this restatement is a
         $5,869,000 increase to depreciation expense and a $3,672,000 decrease
         to net earnings for the three months ended March 31, 1997.

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities at the date of the financial statements and the reported
         amounts of revenue and expenses during the reporting period.  Actual
         results could differ from those estimates.

         Certain amounts have been reclassified for comparability with the 1997
         presentation.

                                                                     (continued)





                                      I-6
<PAGE>   9

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                         Notes to Financial Statements



(3)      Supplemental Disclosure to Statements of Cash Flows

         Cash paid for interest was $24,469,000 for the three months ended
         March 31, 1997.  Cash paid for income taxes was not material for the
         three months ended March 31, 1997.

         Prior to the Acquisition, interest and income taxes were settled
         through the intercompany account.  See note 6 for discussion of these
         charges.

         Significant noncash investing and financing activities are as follows:

<TABLE>
<CAPTION>
                                                                 Three months            Three months
                                                                    ended                    ended
                                                                  March 31,                March 31,
                                                                     1997                    1996
                                                                 ------------            ------------
                                                                        amounts in thousands        
         <S>                                                       <C>                          <C>
         Accrued preferred stock dividends                         $7,635       |               --
                                                                   ======       |           ======
</TABLE>


(4)      Debt

         In connection with the Transaction Agreements described in note 1,
         Viacom International Inc. borrowed $1.7 billion pursuant to the Credit
         Agreement, $350 million of which was repaid with the proceeds from the
         TCIC capital contribution described in note 1.  At March 31, 1997, the
         Credit Agreement consists of a $300 million term loan (the "Term
         Loan") which is due December 31, 2004 and a $1.05 billion revolving
         commitment loan (the "Revolving Loan") that provides for semi-annual
         escalating commitment reductions from June 30, 1998 through September
         30, 2004.  The Term Loan and the Revolving Loan provide for quarterly
         interest payments at variable rates (7.7% and 7.3% respectively, at
         March 31, 1997) based upon the Company's debt to cash flow ratio (as
         defined in the Credit Agreement).  The Credit Agreement contains
         restrictive covenants which require, among other things, the
         maintenance of specified cash flow and financial ratios and include
         certain limitations of indebtedness, investments, guarantees,
         dispositions, stock repurchases and dividend payments.  In addition,
         the Revolving Loan requires a commitment fee ranging from 3/8% to 1/2%
         per annum to be paid quarterly on the average unborrowed portion of
         the total amount available for borrowing.  At March 31, 1997, the
         unborrowed portion of the revolving loan was $360 million.

         Based on current rates available for debt of the same maturity, the
         Company believes that the fair value of Pacific's debt is
         approximately equal to its carrying value at March 31, 1997.

                                                                     (continued)





                                      I-7
<PAGE>   10

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                         Notes to Financial Statements



         In accordance with the terms of the Credit Agreement, Pacific has
         entered into an interest rate exchange agreement (the "Exchange
         Agreement") with TCIC pursuant to which Pacific will pay a fixed
         interest rate of 7.5% on a notional amount of $600 million.  The terms
         of the Exchange Agreement become effective only if the one month LIBOR
         rate exceeds 6.5% for five consecutive days within the two-year
         observation period, as defined by the Exchange Agreement (the
         "Trigger").  In the event the Trigger occurs, the terms of the
         agreement become effective until August 1, 2001.  As of March 31,
         1997, the terms of the Exchange Agreement have not become effective.

         Additionally, in connection with the Credit Agreement, TCIC incurred
         commitment fees of approximately $13 million which have been deferred
         and will be amortized over the terms of the Agreement.

(5)      Exchangeable Preferred Stock

         The Company is authorized to issue and has issued 6,257,961 shares of
         5% Class A Senior Cumulative Exchangeable Preferred Stock with a
         stated value of $100 per share in connection with the Acquisition (see
         note 1).

         The Exchangeable Preferred Stock is exchangeable, at the option of the
         holder commencing after the fifth anniversary of the date of issuance,
         for shares of Tele-Communications, Inc. Series A TCI Group Common
         Stock ("Series A TCI Group Stock") at an exchange rate of 5.447 shares
         of Series A TCI Group Stock for each share of Exchangeable Preferred
         Stock exchanged.  The Exchangeable Preferred Stock is subject to
         redemption, at the option of Pacific, on or after the fifteenth day
         following the fifth anniversary of the date of issuance, initially at
         a redemption price of $102.50 per share and thereafter at prices
         declining ratably annually to $100 per share on and after the eighth
         anniversary of the date of issuance, plus accrued and unpaid dividends
         to the date of redemption.  The Exchangeable Preferred Stock is also
         subject to mandatory redemption on the tenth anniversary of the date
         of issuance for $100 per share plus accrued and unpaid dividends.
         Amounts payable by the Company in satisfaction of its dividend,
         optional redemption and mandatory redemption obligations with respect
         to the Exchangeable Preferred Stock may be made in cash or, at the
         election of the Company, in shares of Series A TCI Group Stock, or in
         any combination of the foregoing.  If payments are made in shares of
         Series A TCI Group Stock, Pacific will discount the market value of
         such stock by 5% in determining the number of shares required to be
         issued to satisfy such payments.

(6)      Related Party Transactions

         Pacific purchases, at TCIC's cost, certain pay television and other
         programming through a certain indirect subsidiary of TCIC.  Charges
         for such programming were $28,564,000 during the three months ended
         March 31, 1997 and are included in operating expenses in the
         accompanying financial statements.


                                                                     (continued)





                                      I-8
<PAGE>   11

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                         Notes to Financial Statements



         Effective August 1, 1996, TCI provides certain facilities, services
         and personnel to Pacific.  The scope of the facilities, personnel and
         services to Pacific and the respective charges payable in respect
         thereof are set forth in a services agreement entered into among TCI,
         TCIC and Pacific (the "Services Agreement").  Pursuant to the Services
         Agreement, TCIC provides to Pacific administrative and operational
         services necessary for the conduct of its business, including, but not
         limited to, such services as are generally performed by TCIC's
         accounting, finance, corporate, legal and tax departments.  In
         addition, TCIC makes available to Pacific such general overall
         management services and strategic planning services as TCIC and
         Pacific have agreed, and provides Pacific with such access to and
         assistance from TCIC engineering and construction groups and TCIC's
         programming and technology/venture personnel at Pacific's request.

         The Services Agreement also provides that, for so long as TCIC
         continues to beneficially own shares of Pacific's common stock
         representing at least a majority in voting power of the outstanding
         shares of capital stock of Pacific entitled to vote generally in the
         election of directors, TCIC will continue to provide in the same
         manner, and on the same basis as is generally provided from time to
         time to other participating TCIC subsidiaries, benefits and
         administrative services to Pacific's employees.  In this regard,
         Pacific is allocated that portion of TCIC's compensation expense
         attributable to benefits extended to employees of Pacific.

         Pursuant to the Services Agreement, Pacific reimburses TCIC for all
         direct expenses incurred by TCIC in providing such services and a pro
         rata share of all indirect expenses incurred by TCIC in connection
         with the rendering of such services, including a pro rata share of the
         salary and other compensation of TCIC employees performing services
         for Pacific and general overhead expenses.  Charges for expenses
         incurred in connection with the Services Agreement were $4,646,000
         during the three months ended March 31, 1997, and are included in
         selling, general and administrative expenses in the accompanying
         financial statements.  The obligations of TCIC to provide services
         under the Services Agreement (other than TCIC's obligation to allow
         Pacific's employees to participate in TCIC's employee benefit plans)
         will continue in effect until terminated by any party to the Services
         Agreement at any time on not less than 60 days' notice.

         Prior to the Acquisition, Viacom provided VII Cable with certain
         general services, including insurance, legal, financial and other
         corporate functions.  Charges for these services were made primarily
         based on the average of certain specified ratios of revenues,
         operating income and net assets.  Management believes that the
         methodologies used to allocate these charges were reasonable.  The
         charges for such services were $3,017,000 for the three months ended
         March 31, 1996, and are included in selling, general and
         administrative expenses in the accompanying financial statements.

                                                                     (continued)





                                      I-9
<PAGE>   12

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                         Notes to Financial Statements



         Prior to the Acquisition, VII Cable, through the normal course of
         business, was involved in transactions with companies owned by or
         affiliated with Viacom.  VII Cable had agreements to distribute
         television programs of such companies, including Showtime Networks
         Inc., MTV Networks, Comedy Central and USA Networks.  The agreements
         required VII Cable to pay license fees based upon the number of
         customers receiving the service.  Affiliate license fees incurred and
         paid under these agreements were $8,639,000 for the three months ended
         March 31, 1996.  In addition, cooperative advertising expenses charged
         to affiliated companies were $106,000 for the three months ended March
         31, 1996.

         Viacom allocated to VII Cable interest expense of $11,421,000 during
         the three months ended March 31, 1996.  Such allocated interest
         expense is related to Viacom corporate debt and was allocated to VII
         Cable on the basis of a percentage of VII Cable's average net assets
         to Viacom's average net assets.

(7)      Commitments

         The Company leases business offices, has entered into pole rental
         agreements and uses certain equipment under lease arrangements.
         Rental expense under such arrangements amounted to $1,760,000 and
         $1,997,000 during the three months ended March 31, 1997 and 1996,
         respectively.

         In the ordinary course of business, VII Cable entered into long-term
         affiliation agreements with programming services which required that
         VII Cable carry and pay for programming and meet certain performance
         requirements.





                                      I-10
<PAGE>   13

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES



Management's Discussion and Analysis of
   Financial Condition and Results of Operations

         The following discussion and analysis should be read in conjunction
with the Company's Management's Discussion and Analysis of Financial Condition
and Results of Operations included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.  The following discussion focuses on
material changes in the trends, risks and uncertainties affecting the Company's
results of operations and financial condition.  Reference should also be made
to the Company's consolidated financial statements included herein.

(1)      Material changes in financial condition:

         On July 24, 1995, Viacom, VII Cable, a wholly owned subsidiary of
Viacom, and New VII, a wholly owned subsidiary of VII Cable, entered into the
Transaction Agreements with TCI and TCIC, providing for, among other things,
the conveyance of Viacom International Inc.'s non-cable assets and liabilities
to New VII, the First Distribution, the Exchange Offer and the issuance to TCIC
of all of the Class B Common Stock of VII Cable.  On June 24, 1996, Viacom
commenced the Exchange Offer pursuant to which Viacom shareholders had the
option to exchange shares of Viacom Class A or Class B Common Stock for a total
of 6,257,961 shares of VII Cable Class A Common Stock.  The Exchange Offer
expired on July 22, 1996 with a final exchange ratio of 0.4075 shares of VII
Cable Class A Common Stock for each share of Viacom Common Stock accepted for
exchange.

         Prior to the consummation of the Exchange Offer on July 31, 1996,
Viacom International Inc. entered into the Credit Agreement.  Proceeds from the
Credit Agreement were transferred by Viacom International Inc. to New VII as
part of the First Distribution.  Immediately following the consummation of the
Exchange Offer, on July 31, 1996, TCIC, through a capital contribution of $350
million in cash, purchased all of the shares of Class B Common Stock of VII
Cable.  At that time, VII Cable was renamed TCI Pacific Communications, Inc.
and the shares of Class A Common Stock of VII Cable were converted into shares
of 5% Class A Senior Cumulative Exchangeable Preferred Stock.  Proceeds from
the $350 million capital contribution were used to repay a portion of the
Credit Agreement.

         On October 13, 1995, TCIC (as buyer) and Prime Cable of Fort Bend,
L.P. and Prime Cable Income Partners, L.P. (as sellers) executed the Houston
Purchase Agreements providing for the sale of certain cable television systems
serving the greater Houston Metropolitan Area for a total base purchase price
of $301 million, subject to adjustments.  On December 18, 1995, TCIC assigned
all of its rights, remedies, title and interest in, to and under the Houston
Purchase Agreements to IMP.  On May 8, 1996, IMP consummated the transactions
contemplated by the Houston Purchase Agreements.  In connection with the
Acquisition, IMP exchanged its Houston cable system plus cash amounting to
$36,633,000 for VII Cable's Nashville cable system.  The Exchange Cash was
escrowed for cable system acquisitions.  In January 1997, the Company used the
Exchange Cash to purchase a cable system serving approximately 20,000
subscribers in and around Boulder County, Colorado.


                                                                     (continued)





                                      I-11
<PAGE>   14

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES



(1)      Material changes in financial condition (continued):

         The Exchangeable Preferred Stock is exchangeable, at the option of the
holder commencing after the fifth anniversary of the date of issuance, for
shares of Series A TCI Group Stock at an exchange rate of 5.447 shares of
Series A TCI Group Stock for each share of Exchangeable Preferred Stock
exchanged.  The Exchangeable Preferred Stock is subject to redemption, at the
option of Pacific, on or after the fifteenth day following the fifth
anniversary of the date of issuance, initially at a redemption price of $102.50
per share and thereafter at prices declining ratably annually to $100 per share
on and after the eighth anniversary of the date of issuance, plus accrued and
unpaid dividends to the date of redemption.  The Exchangeable Preferred Stock
is also subject to mandatory redemption on the tenth anniversary of the date of
issuance for $100 per share plus accrued and unpaid dividends.  Amounts payable
by the Company in satisfaction of its dividend, optional redemption and
mandatory redemption obligations with respect to the Exchangeable Preferred
Stock may be made in cash or, at the election of the Company, in shares of
Series A TCI Group Stock, or in any combination of the foregoing.  If payments
are made in shares of Series A TCI Group Stock, Pacific will discount the
market value of such stock by 5% in determining the number of shares required
to be issued to satisfy such payments.

         One measure of liquidity is commonly referred to as "interest
coverage".  Interest coverage, which is measured by the ratio of Operating Cash
Flow (operating income before depreciation and amortization) ($55,018,000 for
the three months ended March 31, 1997) to interest expense ($25,307,000 for the
three months ended March 31, 1997), is determined by reference to the
statements of operations.  The Company's interest coverage ratio was 217% for
the three months ended March 31, 1997.  Management of the Company believes that
the foregoing interest coverage ratio is adequate in light of the relative
predictability of its cable television operations and the Company's interest
expense.  However, the Company's current intent is to reduce its outstanding
indebtedness such that its interest coverage ratio could be increased.  There
is no assurance that the Company will be able to achieve such objective.
Operating Cash Flow is a measure of value and borrowing capacity within the
cable television industry and is not intended to be a substitute for cash flows
provided by operating activities, a measure of performance prepared in
accordance with generally accepted accounting principles, and should not be
relied upon as such.  Operating Cash Flow, as defined, does not take into
consideration substantial costs of doing business, such as interest expense,
and should not be considered in isolation to other measures of performance.

         Another measure of liquidity is net cash provided by operating
activities, as reflected in the accompanying consolidated statements of cash
flows.  Net cash provided by operating activities ($27,969,000 for the three
months ended March 31, 1997) reflects net cash from the operations of the
Company available for the Company's liquidity needs after taking into
consideration the aforementioned additional substantial costs of doing business
not reflected in Operating Cash Flow. Management believes that net cash
provided by operating activities, the available credit under the Revolving
Loan, and advances from TCIC, if necessary, will provide adequate sources of
short-term and long-term liquidity in the future.  See the Company's
consolidated statements of cash flows included in the accompanying financial
statements.


                                                                     (continued)





                                      I-12
<PAGE>   15

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES



(2)      Material changes in results of operations:

Revenue

         On October 5, 1992, Congress enacted the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act").  In 1993 and
1994, the Federal Communications Commission ("FCC") adopted certain rate
regulations required by the 1992 Cable Act and imposed a moratorium on certain
rate increases.  As a result of such actions, Pacific's basic and tier service
rates and its equipment and installation charges (the "Regulated Services") are
subject to the jurisdiction of local franchising authorities and the FCC.  The
regulations established benchmark rates in 1993, which were further reduced in
1994, to which the rates charged by cable operators for Regulated Services were
required to conform.

         Pacific believes that it has complied, in all material respects, with
the provisions of the 1992 Cable Act, including its rate setting provisions.
However, the Company's rates for Regulated Services are subject to review by
the FCC, if a complaint has been filed, or by the appropriate franchise
authority, if such authority has been certified.  If, as a result of the review
process, a system cannot substantiate its rates, it could be required to
retroactively reduce its rates to the appropriate benchmark and refund the
excess portion of rates received. Any refunds of the excess portion of tier
service rates would be retroactive to the date of complaint.  Any refunds of
the excess portion of all other Regulated Service rates would be retroactive to
one year prior to the implementation of the rate reductions.

         On February 8, 1996, the Telecommunications Act of 1996 (the "1996
Telecom Act") was signed into law.  Because the 1996 Telecom Act does not
deregulate cable programming service tier rates until 1999 (and basic service
tier rates will remain regulated thereafter), the Company believes that the
1993 and 1994 rate regulations have had and will continue to have a material
adverse effect on its results of operations.

         Revenue increased approximately 6% for the three months ended March
31, 1997, as compared to the corresponding period of 1996.  The increase is
primarily attributable to a 10% increase in the average primary rate and a 9%
increase in the average premium rate.  As of March 31, 1997, Pacific served
approximately 1,181,000 basic customers subscribing to approximately 889,000
premium units.  Exclusive of subscribers gained in the acquisition of a cable
system in and around Boulder County, Colorado, this represents a 1% and 3%
decrease in basic customers and premium units, respectively, since December 31,
1996.

Operating Costs and Expenses

         Operating expenses decreased 8% for the three months ended March 31,
1997, as compared to the corresponding period in 1996.  Such decrease is due to
efficiencies realized as a result of the Acquisition offset by an increase in
programming costs.

         Selling, general and administrative ("SG&A") expenses decreased 8% for
the three months ended March 31, 1997, as compared to the corresponding period
in 1996.  The majority of this decrease is due to lower salaries and related
expenses due to a reduction in work force in December of 1996.

         Prior to the Acquisition, Viacom provided VII Cable with certain
general services, including insurance, legal, financial and other corporate
functions.  Charges for these services were based on the average of certain
specified ratios of revenue, operating income and net assets of VII Cable in
relation to Viacom.  The charges for such services were $3,017,000 for the
three month period and are included in SG&A.

                                                                     (continued)





                                      I-13
<PAGE>   16

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES



(2)      Material changes in results of operations (continued):

         Effective August 1, 1996, TCI provides certain facilities, services
and personnel to Pacific.  The scope of the facilities, personnel and services
to Pacific and the respective charges payable in respect thereof are set forth
in the Services Agreement.  Pursuant to the Services Agreement, TCI provides to
Pacific administrative and operational services necessary for the conduct of
its business, including, but not limited to, such services as are generally
performed by TCI's accounting, finance, corporate, legal and tax departments.
In addition, TCI makes available to Pacific such general overall management
services and strategic planning services as TCI and Pacific have agreed, and
provides Pacific with such access to and assistance from TCI engineering and
construction groups and TCI's programming and technology/venture personnel at
Pacific's request.

         The Services Agreement also provides that, for so long as TCI
continues to beneficially own shares of Pacific's common stock representing at
least a majority in voting power of the outstanding shares of capital stock of
Pacific entitled to vote generally in the election of directors, TCI will
continue to provide in the same manner, and on the same basis as is generally
provided from time to time to other participating TCI subsidiaries, benefits
and administrative services to Pacific's employees.

         In this regard, Pacific is allocated that portion of TCI's
compensation expense attributable to benefits extended to employees of Pacific.
Pursuant to the Services Agreement, Pacific reimburses TCI for all direct
expenses incurred by them in providing such services and a pro rata share of
all indirect expenses incurred by them in connection with the rendering of such
services, including a pro rata share of the salary and other compensation of
TCI employees performing services for Pacific and general overhead expenses.
Charges for expenses incurred in connection with the Services Agreement were
$4,646,000 during the three month period and are included in SG&A.  See note 6
to the accompanying combined financial statements.

         Depreciation expense decreased 29% for the three months ended March
31, 1997, as compared to the corresponding period in 1996.  Such decrease is
attributable to the consummation of the Acquisition, in which Pacific recorded
property and equipment at fair market value, which was less than VII Cable's
historical cost, offset by an increase in depreciation due to capital
expenditures. Depreciation expense for the 1997 period includes $2,840,000
attributable to the five-month period ended December 31, 1996.

         Amortization expense increased 326% for the three months ended March
31, 1997, as compared to the corresponding period in 1996.  Such increase is
attributable to increased franchise costs as a result of the Acquisition.

Other Income and Expense and Net Loss

         Interest expense increased 112% for the three months ended March 31,
1997, as compared to the corresponding period in 1996.  Such increase is due to
interest related to the $1.7 billion Credit Agreement entered into prior to
consummation of the Exchange Offer.  Interest expense for periods prior to the
Acquisition reflects amounts recorded by VII Cable on borrowings under a credit
agreement and amounts allocated by Viacom to VII Cable based on a percentage of
VII Cable's average net assets to Viacom's average net assets.

         VII Cable was included in the consolidated federal, state and local
income tax returns filed by Viacom.  However, the income tax provision was
prepared on a separate return basis as though VII Cable filed stand-alone
income tax returns.

                                                                     (continued)





                                      I-14
<PAGE>   17

               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES



(2)      Material changes in results of operations (continued):

         Subsequent to the Acquisition, Pacific is included in the consolidated
federal income tax return of TCI.  Income tax expense or benefit for Pacific is
based on those items in the consolidated calculation applicable to Pacific.
Intercompany tax allocation represents an apportionment of tax expense or
benefit (other than deferred taxes) among the subsidiaries of TCI in relation
to their respective amounts of taxable earnings or losses.  The payable or
receivable arising from the intercompany tax allocation is recorded as an
increase or decrease in amounts due to TCIC.  The effective tax rates for the
three month period ended March 31, 1997 and 1996, respectively, were both
adversely affected by the amortization of acquisition costs which are not
deductible for tax purposes.

The Company's net loss (before preferred stock dividend requirements) of
$1,475,000 for the three months ended March 31, 1997 represents a decrease of
$4,865,000 as compared to the corresponding period of 1996.  Such reduction
primarily represents an increase in interest expense in 1997 partially offset
by an increase in operating income and a decrease in income tax expense.





                                      I-15
<PAGE>   18
               TCI PACIFIC COMMUNICATIONS, INC. AND SUBSIDIARIES


PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

        There were no new material legal proceedings or material developments
in previously reported legal proceedings during the quarter ended March 31,
1997 to which TCI Pacific Communications, Inc. or any of its consolidated
subsidiaries is a party or of which any of its property is the subject.

Item 6. Exhibit and Reports on Form 8-K.

        (a) Exhibit-

            (27) TCI Pacific Communications, Inc. Financial Data Schedule

        (b) Reports on Form 8-K filed during the quarter ended March 31, 1997:

            None.




                                      II-1
<PAGE>   19
                                 EXHIBIT INDEX


The following exhibits are filed herewith or are incorporated by reference
herein (according to the number assigned to them in Item 601 of Regulation S-K)
as noted:

        (27) TCI Pacific Communications, Inc. Financial Data Schedule