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                                                                   EXHIBIT 10.56

         CONSENT AND AMENDMENT OF AMENDED AGREEMENT OF PARTNERSHIP FOR
                        HALCYON COMMUNICATIONS PARTNERS

                 THIS CONSENT AND AMENDMENT, dated as of January 31, 1996, is
made and entered into by and among the undersigned parties.

                 Halcyon Communications Partners, an Oklahoma general
partnership (the "Partnership"), was formed under the Oklahoma Uniform
Partnership Act pursuant to a Partnership Agreement dated as of October 31,
1989 (the "Original Agreement") between Halcyon Communications, Inc., an
Oklahoma corporation ("HCI"), and ECP Holdings, Inc., an Oklahoma corporation
("ECP"). The Original Agreement, as heretofore amended, is referred to herein
as the "Partnership Agreement").

                 The undersigned parties desire to (i) consent to the
assignment to Fisher Communications Associates, L.L.C., a Colorado limited
liability company, ("FCA") by ECP of one-third of its partnership interest in
the Partnership, (ii) consent to the grant to FCA by ECP of an option to
acquire the entire balance of ECP's partnership interest in the Partnership and
any future exercise of such option and (iii) consent to the admission of FCA to
the Partnership as a partner. The undersigned parties also desire to amend the
Partnership Agreement in certain respects.

                 Therefore, for and in consideration of the premises and for
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged by each party, the parties hereto agree as follows:

                 1.       Certain Consents; Section 754 Election.

                 (a)      HCI and ECP, in their capacities as, and constituting
all of, the partners of the Partnership hereby (i) consent to (A) the sale to
FCA, pursuant to the Agreement of Purchase and Sale of Partnership Interest,
dated as of the date hereof, among the parties hereto (the "Purchase
Agreement"), of the Purchased Interest (as defined in the Purchase Agreement) of
ECP, (B) the grant to FCA by ECP of an option to acquire the entire balance of
ECP's partnership interest in the Partnership pursuant to the Option Agreements
substantially in the form of Exhibit B to the Purchase Agreement (the "Option
Agreement"), (C) the admission of FCA, as the holder of the Purchased Interest
of ECP, to the Partnership as a partner effective as of the date hereof and (D)
any future exercise by FCA (or any of its permitted assignees) of its option and
rights under the Option Agreement pursuant to the terms thereof and, upon such
exercise, the transfer of the partnership interest and consummation of the other
transactions contemplated thereby (including, without limitation, the withdrawal
contemplated by the last sentence of paragraph 3(c) of the Option Agreement);
and (ii) agrees that the Partnership shall file, in a timely manner for the tax
year of the Partnership in which the sale referred to in subclause (i)(A) of
this sentence occurs, an election, pursuant to Section 754 of the Internal
Revenue Code of 1986, as amended (the "Code") and applicable Treasury
Regulations, to have the Partnership's assets adjusted as


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provided in Section 743 of the Code, and if requested by FCA (or any of its
permitted assignees) upon any purchase of any additional partnership interest
in the Partnership in connection with the exercise of its option under the
Option Agreement, also shall make such election in a timely manner for the tax
year of the Partnership in which such exercise occurs. FCA hereby agrees to be
admitted to the Partnership as a Partner and, as such, to be bound by the
provisions of the Partnership Agreement, as amended hereby.

                 (b)      Without in any way limiting the generality of the
intentions of the terms "Partnership Interest" and "Purchased Interest" in the
Purchase Agreement or the definition of "Option Interest" in the Option
Agreement, the parties acknowledge, confirm and agree that (i) for purposes of
Paragraphs 6.8 and 7.2 of the Partnership Agreement and any other provision of
the Partnership Agreement pursuant to which the rights of a partner of the
Partnership are based upon or determined by reference to such partner's initial
or additional Capital Contributions (as defined in the Partnership Agreement)
as of any time of determination, FCA shall be deemed to have made (in addition
to any Capital Contributions actually made by it) a pro rata portion of all
Capital Contributions made by ECP on or prior to the date hereof, with such
portion being equal to the aggregate percentage of the Partnership Interest of
ECP which FCA shall have acquired, at or before such time, pursuant to the
Purchase Agreement or the Option Agreement; and (ii) as of the date hereof,
automatically by virtue of the sale of the Purchased Interest to FCA, all
rights of ECP under or by virtue of the Management Agreement, dated as of
October 31, 1989, among the Partnership, ECP and HCI, as "Manager," as
heretofore amended (the "Management Agreement") shall be rights of each of ECP
and FCA; provided, however, that in the event of the removal of Manager
pursuant to Section 5.2 by the mutual consent of ECP and FCA, ECP shall serve
as manager of the Partnership unless ECP and FCA agree to select a new manager.
The parties further acknowledge, confirm and agree that, notwithstanding any
provision of the Purchase Agreement, the Option Agreement or this instrument
apparently to the contrary, ECP shall have no obligation, liability or
responsibility for any obligations of ECP pursuant to Paragraph 7.2 of the
Partnership Agreement.

                 2.       Amendments to Restated Partnership Agreement. The
undersigned parties hereby agree that, effective as of the date hereof, the
Restated Partnership Agreement is hereby amended as follows:

                 (a)      Paragraph 5.1 of the Partnership Agreement is amended
to read in its entirety as follows:

                                  "5.1 'Affiliate,' when used with respect to a
                          specified Person, shall mean any other Person that
                          directly, indirectly or through one or more
                          intermediaries Controls, is Controlled by or is under
                          Common Control with such Person. For purposes of the
                          foregoing, 'Control,' as to any Person, means the
                          possession, directly or indirectly, of the power to
                          direct or cause the direction of the management and
                          policies of such Person (whether through ownership of
                          securities, partnership interests or


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                          other ownership interests, by contract, by
                          partnership or involvement in the board of directors,
                          management committee or other management structure of
                          such Person, or otherwise).  The terms 'Controlled,'
                          'Controlling' and similar variations shall have
                          correlative meanings."

                 (b)      The defined term "Partner" set forth in Paragraph
5.14 of the Partnership Agreement is amended to read in its entirety as
follows:

                                  "5.14 'Partner' shall mean each of ECP
                          Holdings, Inc., an Oklahoma corporation, Halcyon
                          Communications, Inc., an Oklahoma corporation, Fisher
                          Communications, L.L.C, a Colorado limited liability
                          company, and each other Person, if any, who is
                          admitted as a successor or additional partner of the
                          Partnership in accordance with this Agreement, in
                          each case unless and until such Person ceases to be a
                          limited partner of the Partnership in accordance with
                          this Agreement."

                 (c)      Article V of the Partnership Agreement is further
amended by adding thereto, immediately after Paragraph 5.3 thereof, a new
Paragraph 5.3(a) which shall read in its entirety as follows:

                                  "5.3(a) 'FCA' shall mean Fisher
                          Communications Associates, L.L.C., a Colorado limited
                          liability company."

                 (d)      Article V of the Partnership Agreement is further
amended by adding thereto, immediately after Paragraph 5.19 thereof, a new
Paragraph 5.19(a) which shall read in its entirety as follows:

                                  "5.19(a) 'Person' shall mean any individual,
                          firm, corporation or other legal entity."

                 (e)      The first sentence of Paragraph 8.7 of the
Partnership Agreement is amended to read in its entirety as follows:

                          "All distributions of Excess Cash Flow shall be
                          distributed seventy-five percent (75%) to ECP and FCA
                          (in proportion to their respective Capital Accounts)
                          and twenty-five percent (25%) to Halcyon."

                 (f)      Paragraph 9.1 of the Partnership Agreement is amended
to read in its entirety as follows:

                                  "9.1 Allocations of Profits. For bookkeeping
                          and income tax purposes, in the event of the sale of
                          all or substantially all of the Partnership Assets or
                          upon dissolution of the Partnership:


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                                  "(a) Profit shall be allocated first to ECP
                          and FCA (in proportion to their respective Capital
                          Accounts) until such time as each has been allocated
                          Profits under this Paragraph 9.1(a) equal to the
                          amount of interest earned on its Capital
                          Contributions pursuant to Paragraphs 6.8 and 7.2;

                                  "(b) Profit shall then be allocated to ECP
                          and FCA (in proportion to their respective Capital
                          Accounts) until such time as each has received the
                          excess, if any, of the Losses allocated previously to
                          such Partner under Article VIII over all Profits
                          allocated under Article VIII or this Paragraph
                          9.1(b);

                                  "(c) Profit shall next be allocated to
                          Halcyon until such time as it has received the
                          excess, if any, of the Losses allocated previously to
                          Halcyon under Article VIII over all Profits allocated
                          under Article VIII or this Paragraph 9.1(c); and

                                  "(d) Any remaining Profit or Loss shall be
                          allocated seventy-five percent (75%) to ECP and FCA
                          (in proportion to their respective Capital Accounts)
                          and twenty-five percent (25%) to Halcyon."

                 (g)      Article IX of the Partnership Agreement is further
amended by deleting therefrom Paragraph 9.2 in its entirety.

                 (h)      Article XV of the Partnership Agreement is amended to
read in its entirety as follows:

                                  "ARTICLE XV

                 "Assignability of Partnership Interests; Admission of
                 Additional Partners.

                          "No Partner shall mortgage, pledge, hypothecate,
                 transfer, sell, assign or otherwise dispose of all or any part
                 of its interest in the Partnership, whether voluntarily, by
                 operation of law or otherwise, or any right, title or interest
                 in or to such interest without obtaining the prior written
                 consent of the other Partners, except as provided for in this
                 Agreement. Notwithstanding the foregoing, ECP or FCA shall
                 have the right, in its sole discretion, to transfer all or any
                 part of its interest in the Partnership to (i)
                 Tele-Communications, Inc., a Delaware corporation, or any
                 Affiliate thereof or (ii) FCA or any FCA Permitted Transferee
                 (as hereinafter defined). For purposes of this Agreement, the
                 term 'FCA Permitted Transferee' shall mean (i) any Affiliate
                 of Donne


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                 F. Fisher, currently a resident of Littleton, Colorado
                 ('Fisher'), (ii) any member of Fisher's immediate family
                 (i.e., wife, parents, children, including those adopted before
                 the age of 18, grandchildren, brothers, sisters, and the
                 spouses or children of the foregoing), (iii) any custodian
                 under the Uniform Gifts to Minors Act or similar fiduciary for
                 the exclusive benefit of Fisher's children during their lives,
                 (iv) in the event of Fisher's adjudication of incompetency,
                 his legal representatives, (v) in the event of Fisher's death,
                 his executors or the administrators of his estate and his
                 heirs who are members of his immediate family, and (v) any
                 trust described in Section 664 of the I.R.C. of which Fisher
                 or one or more members of his immediate family (and no other
                 persons) are income beneficiaries. In the event of a permitted
                 transfer of any interest in the Partnership, the transferee
                 (other than, with respect to clauses (i) of this sentence
                 below, a transferee who was already a partner prior to the
                 permitted transfer) shall, by written instrument in form and
                 substance reasonably satisfactory to the non-transferring
                 Partners (i) agree to become a Partner and accept and adopt
                 the terms and provisions of this Agreement and (ii) assume the
                 obligations of the transferor Partner under this Agreement
                 with respect to the transferred partnership interest. If
                 required by the nontransferring Partners, the transferee shall
                 deliver to the Partnership an opinion, reasonably satisfactory
                 in form and substance to the nontransferring Partners, of
                 counsel reasonably satisfactory to the nontransferring
                 Partners to the effect that the transfer is in compliance with
                 applicable state and Federal securities laws. Upon completion
                 of any permitted transfer in accordance with the foregoing,
                 the transferee (if not already a Partner) shall be admitted as
                 a substituted Partner in the place and stead of the transferor
                 Partner with respect to the transferred partnership interest,
                 without any further action, and if such transfer is of the
                 entire partnership interest of the transferor Partner, such
                 transferor Partners shall be deemed to have withdrawn from the
                 Partnership without further action. Except for the transferee
                 of a partnership interest permitted by and in accordance with
                 this Article XV, no Person shall be admitted as a general or
                 limited partner of the Partnership without the prior written
                 consent of all the Partners."

                 (i)      Paragraph 18.1 of the Partnership Agreement is
amended by (i) redesignating clause (iii) thereof as clause (iv) and (ii)
adding, immediately after clause (ii) thereof a new clause (iii) which shall
read in its entirety as follows:

                          "(iii) the sale of all or substantially all of the
                 Partnership Assets; or"

                 (j)      Paragraph 19.2 of the Partnership Agreement is
amended to read in its entirety as follows:


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                          "19.2 Designation of Purchaser. Each of ECP and FCA 
                          shall have the right to designate another entity to 
                          exercise its purchase rights under this Agreement as
                          long as the designated entity is (i) ECP or an 
                          Affiliate of ECP or (ii) FCA or an FCA Permitted 
                          Transferee."

                 (k)      Paragraph 19.3 of the Partnership Agreement is
amended by adding thereto, immediately before the words "in the case of ECP"
appearing therein, the following:

                          "in the case of FCA, at 9513 Pinyon Trail,
                          Littleton, CO 80124."

                 3.       Reaffirmation. The undersigned parties hereby
acknowledge that the Partnership Agreement, as amended hereby, remains in full
force and effect and is hereby ratified and confirmed.

                 IN WITNESS WHEREOF, the undersigned parties have duly executed
and delivered this Consent and Amendment as of the date first above written.


HALCYON COMMUNICATIONS                  EPC HOLDINGS INC.
                                                                    
                                        
By: /s/ ROBERT E. PRICE                 By: /s/ STEVE BRETT 
   -------------------------               -------------------------------
   Name:  ROBERT E. PRICE                   Name:  STEVE BRETT
        --------------------                     -------------------------
   Title: PRESIDENT                         Title: EVP                  
         -------------------                      ------------------------
                                        
                                        
FISHER COMMUNICATIONS
  ASSOCIATES, L.L.C.
                                        
                                        
By: /s/ DONNE F. FISHER  2-12-96
   -------------------------------
   Donne F. Fisher, Member





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