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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                  FORM 10-K/A
 
                               (AMENDMENT NO. 1)
 
/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
    SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 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: 33-60776
 
                           FALCON HOLDING GROUP, L.P.
 
             (Exact name of Registrant as specified in its charter)
 
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<S>                                            <C>
                  DELAWARE                                      95-4408577
       (State or other jurisdiction of                       (I.R.S. Employer
       Incorporation or organization)                     Identification Number)
 
    10900 WILSHIRE BOULEVARD--15TH FLOOR
           LOS ANGELES, CALIFORNIA                                 90024
  (Address of principal executive offices)                      (Zip Code)
</TABLE>
 
Registrant's telephone number, including area code:    (310) 824-9990
 
Securities registered pursuant to Section 12 (b) of the Act:    NONE
 
Securities registered pursuant to Section 12 (g) of the Act:    NONE
 
    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No _____
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
 
    The aggregate market value of equity securities held by non-affiliates of
the Registrant: There is no public trading market for the equity securities of
the Registrant and, accordingly, the Registrant is not presently able to
determine the market value of the equity securities held by non-affiliates.
 
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                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized this 7th day of August,
1998.
 
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<S>                             <C>  <C>
                                FALCON HOLDING GROUP, L.P.
                                by its general partner,
                                Falcon Holding Group, Inc.
 
                                By:            /s/ MICHAEL K. MENEREY
                                     -----------------------------------------
                                                 Michael K. Menerey
                                              CHIEF FINANCIAL OFFICER
</TABLE>
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 7th day of August, 1998.
 
          SIGNATURE                       TITLE
------------------------------  --------------------------
 
                                Director of Falcon Holding
                                  Group, Inc.
    /s/ MARC B. NATHANSON         and Chief Executive
------------------------------    Officer of the
      Marc B. Nathanson           Registrant
                                  (Principal Executive
                                  Officer)
 
                                Executive Vice President,
                                  Chief Financial Officer
    /s/ MICHAEL K. MENEREY        and Secretary of the
------------------------------    Registrant
      Michael K. Menerey          (Principal Financial and
                                  Accounting Officer)
 
                                Director of Falcon Holding
                                  Group, Inc.
  /s/ STANLEY S. ITSKOWITCH       and Executive Vice
------------------------------    President and General
    Stanley S. Itskowitch         Counsel of the
                                  Registrant
 
                                      S-1