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

                            FORM 10-K

[ ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

           For the fiscal year ended December 31, 1996
                                OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                  to                

Commission File Numbers:  33-67390 & 33-81088 & 33-93808, 33-81088-01,
            33-67390-01, 33-81088-02 and 33-93808-01

                    MARCUS CABLE COMPANY, L.P.
              MARCUS CABLE OPERATING COMPANY, L.P.
                 MARCUS CABLE CAPITAL CORPORATION
              MARCUS CABLE CAPITAL CORPORATION II
              MARCUS CABLE CAPITAL CORPORATION III
 
   (Exact names of registrants as specified in their charters)

          Delaware                               75-2337471
          Delaware                               75-2546077     
          Delaware                               75-2495706
          Delaware                               75-2546713
          Delaware                               75-2599586
 (State or other jurisdiction of             (I.R.S. Employer
  incorporation or organization)             Identification No.)

2911 Turtle Creek Boulevard, Suite 1300
          Dallas, Texas                      75219
 (Address of principal executive offices     (Zip Code)
                          (214) 521-7898
       (Registrant's telephone number, including area code)
                                                      

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 registrants (1) have 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 registrants were required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes                 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 the registrants 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.   

     There is no established trading market for any of the
registrants' voting securities.  As of the date of this report,
there were 1,000 shares of common stock of Marcus Cable Capital
Corporation and 1,000 shares of common stock of Marcus Cable
Capital Corporation III outstanding, all of which are owned by
Marcus Cable Company, L.P., and 1,000 shares of common stock of
Marcus Cable Capital Corporation II outstanding, all of which were
owned by Marcus Cable Operating Company, L.P.

Documents incorporated by reference:  None


                    MARCUS CABLE COMPANY, L.P.
              MARCUS CABLE OPERATING COMPANY, L.P.
                MARCUS CABLE CAPITAL CORPORATION
              MARCUS CABLE CAPITAL CORPORATION II
              MARCUS CABLE CAPITAL CORPORATION III

                 1996 ANNUAL REPORT ON FORM 10-K

<TABLE>
                        Table of Contents
<CAPTION>
                                                                Page
<S>       <C>                                                   <C>
          Definitions. . . . . . . . . . . . . . . . . . . . . . . .3

                               Part I                               

Item 1.   Description of Business. . . . . . . . . . . . . . . . . .5

Item 2.   Properties . . . . . . . . . . . . . . . . . . . . . . . 21

Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . 22

Item 4.   Submission of Matters to a Vote of Security Holders. . . 22

                               Part II

Item 5.   Market for Registrants' Common Equity and
               Related Stockholder Matters . . . . . . . . . . . . 23

Item 6.   Selected Financial Data. . . . . . . . . . . . . . . . . 23

Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations . . . . . . . . 24

Item 8.   Financial Statements and Supplementary Data. . . . . . . 29

Item 9.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure . . . . . . . . 29

                               Part III

Item 10.  Directors and Executive Officers of the Registrants. . ..30

Item 11.  Executive Compensation . . . . . . . . . . . . . . . . . 34

Item 12.  Security Ownership of Certain Beneficial Owners
               and Management. . . . . . . . . . . . . . . . . . . 36

Item 13.  Certain Relationships and Related Transactions . . . . . 38

                               Part IV

Item 14.  Exhibits, Financial Statement Schedules and
               Reports on Form 8-K . . . . . . . . . . . . . . . . 38
</TABLE>

<TABLE>
                            DEFINITIONS
                                  
When used herein, the following terms will have the meaning
indicated.
<CAPTION>
<S>                             <C>
          Term                           Definition               
11 7/8% Debentures              11 7/8%Senior Debentures, due October
                                1, 2005, which are obligations of MCC
                                and Capital
13 1/2% Notes                   13 1/2% Senior Subordinated Guaranteed
                                Discount Notes, due August 1, 2004,
                                which are obligations of Operating and
                                Capital II that are guaranteed by MCC
14 1/4% Notes                   14 1/4% Senior Discount Notes, due
                                December 15, 2005, which are
                                obligations of MCC and Capital III
1984 Cable Act                  Cable Communications Policy Act of 1984
1992 Cable Act                  Cable Television Consumer Protection
                                and Competition Act of 1992
1996 Telecom Act                Telecommunications Act of 1996
ASCAP                           American Society of Composers, Authors
                                and Publishers
BMI                             Broadcast Music, Inc.
BST                             Basic Service Tier
Cable Acts                      The 1984 Cable Act and the 1992 Cable
                                Act
CALP                            Cencom of Alabama, L.P.
CALP Acquisition                The August 31, 1995 acquisition of
                                remaining CALP ordinary limited
                                partnership interests, redemption of
                                all CALP special limited partnership
                                interests and retirement of CALP's
                                senior bank debt
CALP Agreement                  The management agreement between
                                Operating and CALP, which terminated on
                                August 31, 1995
CALP Systems                    Certain cable systems in areas
                                surrounding Birmingham, Alabama which
                                were purchased in the CALP Acquisition
Capital                         Marcus Cable Capital Corporation
Capital II                      Marcus Cable Capital Corporation II
Capital III                     Marcus Cable Capital Corporation III
Communications Act              Communications Act of 1934
Company                         Marcus Cable Company, L.P. and
                                subsidiaries
CPST                            Cable Programming Service Tier
Crown                           Crown Media, Inc.
Crown Acquisition               The January 18, 1995 purchase of the
                                Crown Systems
Crown Systems                   Certain cable television systems in
                                Wisconsin and Minnesota purchased from
                                Crown
DBS                             Direct Broadcast Satellites
Delaware/Maryland Systems       Certain cable television systems
                                located in and around Harrington,
                                Delaware and Cambridge, Maryland which
                                were purchased in 1992
EBITDA                          Earnings Before Interest, Taxes,
                                Depreciation and Amortization
FCC                             Federal Communications Commission
Fiberlink                       Marcus Fiberlink, L.L.C.
Frankfort Acquisition           The July 31, 1996 purchase of the
                                Frankfort System
Frankfort System                Certain cable television system in and
                                around Frankfort, Indiana purchased
                                from Frankfort Cable Communications,
                                Inc.
Futurevision Acquisition        The July 8, 1996 purchase of the
                                Futurevision System
Futurevision System             Certain cable television system in and
                                around Brookhaven, Mississippi
                                purchased from Futurevision Cable
                                Systems of Brookhaven
General Partner                 Marcus Cable Properties, L.P.
Goldman Sachs                   Goldman, Sachs & Co.
HFC                             Hybrid Fiber Coax
HSD                             Home Satellite Dish
JEDI                            Jefferson Eastern-Dane Interactive
LEC                             Local Exchange Carrier
LFA                             Local Franchising Authorities
LIBOR                           London InterBank Offered Rate
LMDS                            Local Multipoint Distribution Services
Management Company              Marcus Cable Management, Inc.
Maryland Cable                  Maryland Cable Partners, L.P.
Maryland Cable Agreement        The management agreement between
                                Operating and Maryland Cable
Maryland Cable System           Cable system owned by Maryland Cable
                                (also the "Managed System")
MCC                             Marcus Cable Company, L.P.
MCA                             Marcus Cable Associates, L.P.
MCALP                           Marcus Cable of Alabama, L.P. (formerly
                                "CALP")
MCDM                            Marcus Cable of Delaware and Maryland,
                                L.P.
MCP                             Marcus Cable Partners, L.P.
MCPI                            Marcus Cable Properties, Inc.
MMDS                            Multichannel, Multipoint Distribution
                                Service
Moses Lake System               Certain cable system in the state of
                                Washington which was sold on October
                                11, 1996
MSO                             Multiple System Operator
MPTC                            Morain Park Technical College  
MVPD                            Multichannel Video Programming
                                Distributors
NPT                             New Product Tier
Operating                       Marcus Cable Operating Company, L.P.
Operating Partnerships          MCP, MCDM, MCALP and MCA
OVS                             Open Video System
Owned Systems                   All cable television systems owned by
                                the Company
PCS                             Personal Communications Services
RBOC's                          Regional Bell Operating Companies
Sammons                         Sammons Communications, Inc. and
                                certain of its subsidiaries
Sammons Acquisition             The November 1, 1995 purchase of the
                                Sammons Systems
Sammons Systems                 Certain cable television systems
                                purchased from Sammons 
San Angelo Systems              Certain cable television systems in and
                                around San Angelo, Texas which were
                                divested on June 30, 1995
Senior Credit Facility          $1,100,000,000 Credit Agreement among
                                Operating, MCC, Banque Paribas, Chase
                                Manhattan Bank, Citibank, N.A., The
                                First National Bank of Boston, Goldman
                                Sachs, Union Bank and certain other
                                lenders referred to therein, dated as
                                of August 31, 1995 and as amended on
                                March 31, 1997
SFAS                            Statement of Financial Accounting
                                Standard
SMATV                           Satellite Master Antenna Television
Star Acquisition                The July 29, 1994 purchase of the Star
                                Systems
Star                            Star Cablevision Group
Star Systems                    Certain cable television systems
                                purchased from Star
Weatherford Acquisition         The January 11, 1996 purchase of the
                                Weatherford System
Weatherford System              Certain cable television system in
                                Weatherford, Texas purchased from C & R
                                Investments Corporation
</TABLE>

PART I

ITEM 1.     DESCRIPTION OF BUSINESS

a)     General Development of Business

General

  MCC is a Delaware limited partnership formed for the purpose of
acquiring, operating and developing cable television systems in
primarily small to medium sized communities within suburban and rural
markets.  MCC derives its main source of revenues from providing
various levels of cable television programming and services to
residential and business customers.  During 1996, other revenues were
also derived from providing management services to cable systems owned
by third parties.  Since its formation in 1990, MCC has increased in
size through internal growth and acquisitions, and is now the ninth
largest cable system operator in the United States, with owned and
managed systems serving approximately 1,267,500 basic customers in 18
states as of December 31, 1996.

  MCC's operations are conducted through Operating, an operating
holding company in which it serves as a general partner and in which it
owns a greater than 99.00% interest.  Operating in turn conducts its
operations through the Operating Partnerships, in which it, directly or
indirectly, serves as a general partner and owns a greater than 99.00%
interest.
Owned Systems

  The Company began acquiring cable television systems in 1990
primarily in the state of Wisconsin.  Since such time, the Company has
continued to expand through additional acquisitions and in 1995, MCC
completed several acquisitions of cable television system assets
serving approximately 950,000 customers.  As of December 31, 1996, its
Owned Systems passed approximately 1,863,300 homes and served
approximately 1,181,300 basic customers, who subscribed for
approximately 666,700 premium units.

Managed System

  Maryland Cable, which is controlled by an affiliate of Goldman
Sachs, entered into the Maryland Cable Agreement with Operating,
beginning September 30, 1994, whereby Operating managed the Maryland
Cable System which serves customers in and around Prince Georges
County, Maryland.  Under the Maryland Cable Agreement, the Company
earns a management fee, payable monthly, equal to 4.7% of the revenues
of Maryland Cable.  During 1996, the Company earned approximately
$2,335,000 pursuant to such agreement.   At December 31, 1996, the
Maryland Cable System passed approximately 148,500 homes and served
approximately 86,200 basic customers who subscribed for approximately
75,700 premium service units.  

  Effective January 31, 1997, the Maryland Cable systems were sold
to Jones Communications of Maryland, Inc.  Under the Maryland Cable
Agreement, Operating was granted rights to an incentive  management fee
if the Maryland Cable System sold above certain threshold amounts.  In
conjunction with the sale, Operating recognized an incentive management
fee of $4,083,000 in January 1997.  Additional incentive management
fees may be recognized upon finalization of the purchase price
adjustment, anticipated to occur during the second quarter of 1997 and
upon dissolution of the partnership, anticipated to occur during the
first quarter of 1998.  Although Operating is no longer involved in the
active management of those cable television systems, Operating has
entered into an agreement with Goldman Sachs to oversee the activities,
if any, of Maryland Cable through the liquidation of the partnership. 
Pursuant to such agreement, Operating will earn a monthly fee ranging
from $25,000 to $50,000.

Recent Developments

General

Fiberlink 

  Fiberlink is an entity formed for the purpose of developing the
infrastructure necessary to foster distance education networks and
other forms of point-to-point transmission services in the Company's
service areas.  Fiberlink currently has two distance education networks
in operation, MPTC and JEDI.  The MPTC Distance Education Network is a
two-way fully interactive system which allows students and educators to
interact from three separate campuses.  The JEDI Distance Education
Network provides a network which delivers voice, video and data
transmission to nine high schools in Jefferson and Dane Counties,
Wisconsin and to three campuses of the Madison Area Technical College
system.  The Company is currently pursuing similar arrangements with
various educational institutions and with utility providers.

Acquisitions

Frankfort Acquisition

  On July 31, 1996, the Company acquired the assets of Frankfort
Cable Communications, Inc. for an aggregate purchase price of
approximately $6,700,000.  The Frankfort System provides service to 
approximately 5,300 basic customers in and around Frankfort, Indiana,
located near the Company's other operations in Indiana.

Futurevision Acquisition

  On July 8, 1996, the Company acquired the assets of Futurevision
Cable Systems of Brookhaven for an aggregate purchase price of
approximately $2,600,000.  The communities served by the Futurevision
System are located in and around the Company's operations in
Mississippi.  The Futurevision System provides service to approximately
2,400 basic customers.  

Weatherford Acquisition

  On January 11, 1996, the Company acquired the assets of the
Weatherford System for an aggregate purchase price of approximately
$875,000.  The Weatherford System provides service to approximately 700
basic customers contiguous to the Company's existing system in
Weatherford, Texas.

Sammons Acquisition

  On November 1, 1995, the Company acquired the assets of the
Sammons Systems serving approximately  664,700 basic customers in
Alabama, California, Connecticut, Georgia, Illinois, Indiana, Kentucky,
Louisiana, Mississippi, North Carolina, Oklahoma, Tennessee, Texas,
Virginia and Washington, for a purchase price of $961,701,000, plus
direct acquisition costs of $31,187,000, and less assumed liabilities
of $4,524,000.  

CALP Acquisition

  On August 31, 1995, the Company acquired all remaining CALP
ordinary limited partnership interests held by outside parties in
exchange for convertible preference units of MCC with a $15,000,000
distribution preference and caused the redemption of all outstanding
CALP special limited partnership interests and the retirement of all
outstanding bank indebtedness of CALP for $138,280,000 in cash.   The
Company had previously acquired the CALP general partnership interest
and certain of the CALP ordinary limited partnership interests from
Crown in September 1994 and January 1995, respectively.  

Crown Acquisition

  Effective January 1, 1995, the Company acquired the assets of the
Crown Systems, serving approximately 193,300 basic customers in
Wisconsin, and certain CALP ordinary limited partnership interests held
by Crown for an aggregate purchase price of $331,717,000.  The
communities served by the Crown Systems were adjacent to the Company's
other  operations in Wisconsin.   The Company believes that its systems
in Wisconsin represent the largest concentration of system locations in
the state.  

Divestitures

Moses Lake Divestiture

  On October 11, 1996, the Company completed the sale of its cable
television systems serving approximately 12,700 customers in the state
of Washington for a sales price of approximately $20,638,000, net of
selling costs of $310,000.  The sales price resulted in a gain on the
sale of approximately $6,442,000.

San Angelo Divestiture

  On June 30, 1995, the Company completed the divestiture of its San
Angelo Systems which served approximately 32,000 basic customers in and
around San Angelo, Texas for a sales price of $65,037,000, net of
selling costs of $809,000.  The sales price resulted in a gain on the
sale of approximately $26,409,000.

  The decision to divest both the Moses Lake and San Angelo Systems
was made as part of the Company's strategy to trade or sell properties
that do not meet its strategic clustering objectives.  

The following table illustrates the Company's growth over the last five
years: (includes both owned and managed systems)

<TABLE>
<CAPTION>
                 Homes       Basic     Basic        Premium   Premium Unit
                 Passed    Customers Penetration     Units    Penetration
<S>            <C>        <C>        <C>            <C>       <C>
December 31:                             (1)                       (2)   
  1992           209,979    138,274     65.8%        81,257       58.8%
  1993           209,549    141,323     67.4%        97,944       69.3%
  1994           322,842    222,735     69.0%       156,656       70.3%
  1995         1,980,727  1,239,203     62.6%       726,988       58.7%
  1996         2,011,820  1,267,520     63.0%       742,436       58.6%

<FN>
(1)    Basic service customers as a percentage of homes passed.  
(2)    Premium service units as a percentage of basic service customers.  A customer may
       purchase more than one premium service, each of which is counted as a separate premium
       service unit.  This ratio may be greater than 100% if the average customer subscribes
       for more than one premium service.
</FN>
</TABLE>

b)     Financial Information About Industry Segments

  The Company operates solely in the cable television industry and
all revenues are derived from that industry. 

c)     Narrative Description of Business

The Cable Television Industry

  A cable television system receives television, radio and data
signals that are transmitted to the system's headend site by means of
off-air antennae, microwave relay systems and satellite earth stations. 
These signals are then modulated, amplified and distributed, primarily
through coaxial and fiber optic cable, to customers who pay a fee for
this service.  Cable systems may also originate their own television
programming and other information services for distribution through the
system.  Cable television systems generally are constructed and
operated pursuant to nonexclusive franchises or similar licenses
granted by local governmental authorities for a specified term of
years.

  Cable television systems offer customers various levels (or
"tiers") of basic cable services consisting of off-air television
signals of local network, independent and educational stations, a
limited number of television signals from so-called superstations
originating from distant cities, various satellite-delivered,
nonbroadcast channels (such as CNN, MTV, USA, ESPN and TNT), and
certain programming originated locally by the cable system (such as
public, governmental and educational access programs) and informational
displays featuring news, weather, stock market and financial reports
and public service announcements.  Cable systems also typically offer
premium television services to their customers for an extra monthly
charge.  These services (such as HBO, Showtime, The Disney Channel and
regional sports networks) are satellite-delivered channels consisting
principally of feature films, live sports events, concerts and other
special entertainment features, usually presented without commercial
interruption.

  A customer generally pays an initial installation charge and fixed
monthly fees for basic and premium television services and for other
services (such as the rental of home terminal devices and remote
control units).  Such monthly service fees constitute the primary
source of revenues for cable television systems.  In addition to
customer revenues from these services, cable systems generate revenues
from additional fees paid by customers for pay-per-view programming of
movies and special events and from the sale of available advertising
spots on advertiser-supported programming.  Cable systems also offer
home shopping services to their customers, a service which pays the
systems a share of revenues from sales of products in the systems'
service areas.  The cable television industry is changing rapidly due
to new technology.  Distributing traditional cable television
programming is only one aspect of the industry, as potential
opportunities to expand into Internet access, telephone, educational
and entertainment services on an interactive basis continue to develop.

Business Strategy

Operating Overview

  The Company's owned and managed cable television systems are
operated in six geographic areas as follows: (1) North Central
(Wisconsin and Minnesota); (2) Southeast (Alabama, Georgia, North
Carolina, Tennessee, Kentucky and Mississippi); (3) Southwest (Texas
and Oklahoma); (4) East (Delaware, Maryland, Virginia and Connecticut);
(5) Midwest (Indiana and Illinois); and (6) West (California).  The
table below sets forth certain operating statistics for these six
regions as of December 31, 1996:

<TABLE>
                           OPERATING DATA                           
<CAPTION>

Region           Homes      Basic        Basic       Premium     Premium
                 Passed    Customers  Penetration     Units    Penetration
                  (1)         (2)         (3)          (4)         (5)
<S>            <C>        <C>            <C>         <C>           <C>                          
North Central    607,529    385,303      63.4%       254,220       66.0%
Southeast        352,908    252,466      71.5%       101,356       40.2%
Southwest        408,058    187,761      46.0%       128,666       68.5%
East (6)         279,090    175,140      62.8%       125,061       71.4%
Midwest          177,621    139,138      78.3%        74,994       53.9%
West             186,614    127,712      68.4%        58,139       45.5%
                                          
Total Owned 
 and Managed   2,011,820  1,267,520      63.0%       742,436       58.6%

<FN>                           
(1)    Homes passed refers to estimates by the Company of the approximate number of dwelling
       units in a particular community that can be connected to the Company's cable television
       distribution system without any further extension of principal transmission lines.
(2)    A home with one or more television sets connected to a cable system is counted as one
       basic customer.  Bulk accounts are included on a "basic customer equivalent" basis in
       which the total monthly bill for the account is divided by the basic monthly charge for
       a single outlet in the area.
(3)    Basic customers as a percentage of homes passed.  
(4)    Premium units include single channel services offered for a monthly fee per channel.  A
       customer may purchase more than one premium service, each of which is counted as a
       separate premium service unit.  
(5)    Premium units as a percentage of basic customers.  A customer may purchase more than one
       premium service, each of which is counted as a separate premium service unit.  This ratio
       may be greater than 100% if the average customer subscribes for more than one premium
       service.
(6)    Includes the Maryland Cable System, which at December 31, 1996 passed 148,521 homes and
       served 86,227 basic customers who subscribed for 75,734 premium units.
</FM>
</TABLE>

General Strategy

  The Company's business strategy focuses on three principles: (i)
forming regional clusters of cable television systems through strategic
acquisitions, internal growth and divestitures of non-strategic assets,
(ii) promoting internal growth and enhanced operating and financial
performance by streamlining operations in newly clustered systems and
applying innovative marketing techniques and (iii) upgrading systems
and employing state-of-the-art technology to enhance existing service
and to develop, on a cost-effective basis, ancillary revenue streams. 
This strategy was first employed by expanding the originally acquired
cable television systems in Wisconsin through strategic acquisitions
and internal growth.  Upon completion of the Star and Crown
Acquisitions and the successful integration of their operations, the
Company's operations in that state more than tripled in size and the
Company is now the largest cable operator in Wisconsin. 

  The November 1995 purchase of the Sammons Systems elevated the
Company's standing to the ninth largest MSO in the United States.  The
purchase expanded the Company's operations from five states to nineteen
states.  The Company developed an operating strategy to facilitate this
integration, which included (i) establishing a high-performance sales
and customer service culture; (ii) consolidating regional operations;
(iii) launching innovative programming packages and sales and marketing
programs; and (iv)investing in and deploying hybrid fiber-coaxial plant
with advanced analog home terminal devices.  The successful integration
of the Sammons Systems has allowed the Company to continue to take
advantage of operational synergies due to its increased size and
visibility in the industry.

  As part of this acquisition integration, the Company underwent a
departmental restructuring, dividing managerial responsibilities into
regional system groups.  At the corporate level and within each of the
regional system groups, several initiatives to grow revenues and reduce
operating expenses were undertaken which have improved the acquired
systems operating performance.  The Company's objective is to increase
the value of its systems and to increase system cash flow through the
following business strategies.

  Emphasis on Regional Clusters and Growth Through Acquisitions. 
The Company has followed a systematic approach in acquiring, operating
and developing cable television systems based on the principle of
increasing operating cash flow while maintaining a high quality
standard of service.  A key element of the Company's strategy is
building regional clusters of cable television systems in proximity to
its existing systems or of sufficient size to serve as cores for new
operating regions.

  The Company's historical growth pattern illustrates this strategy. 
In 1990, the Company acquired cable television systems in the Wisconsin
area and in 1992, purchased systems in Texas and in the
Delaware/Maryland area.  In 1994, the Company added to its systems in
Wisconsin through the acquisition of the Star Systems in Wisconsin and
Minnesota.  The Crown Acquisition, in January 1995, further
strengthened the Company's position, making it the largest cable
television operator in Wisconsin.  The November 1995 purchase of the
Sammons Systems more that doubled the size of the Company and
significantly expanded the areas served by the Company.  

  Each of these acquisitions involved selected groups of cable
television systems which the Company believed had the potential for
increased basic and premium customer penetration and for growth in
operating cash flow and operating margins.  The Company believes that
increasing its operating scale through strategic acquisitions, as well
as through internal growth, enhances its ability to reduce its
programming costs, develop new technologies, offer new services and
improve operating margins, and thus improve its long-term
competitiveness.

     In addition, the Company's specific focus on Wisconsin provided
it with further opportunities to improve operating performance by
eliminating duplicative positions and excess office locations, creating
regional customer service centers and centralizing signal distribution
facilities and consolidating corporate support functions, including
accounting, billing, marketing, technical and administration services. 
The Sammons Acquisition offered the Company an opportunity to increase
system cash flow through the introduction of value-added programming
packages and additional channel launches in systems which had been
previously undermarketed and underdeveloped.

     The Company believes that, as a result of its clustering strategy,
it has recognized and will continue to recognize benefits through
reduced operating costs as a result of economies of scale.  The Company
has also recognized economies of scale as a result of its increased
size, including programming cost savings and increased discounts on
equipment purchases.

     Future expansion efforts are expected to focus on acquiring or
swapping systems in proximity to existing operations, with the
strategic goal of forming or expanding clusters of systems to permit
the operating efficiencies and economies of scale similar to those
achieved by the Company in Wisconsin.  Opportunistic divestitures, in
areas where consolidation opportunities do not exist, are also
considered.  The Company's decision to divest the Moses Lake and San
Angelo Systems, which presented limited clustering opportunities for
the Company, is illustrative of this strategy.

     System Operations.  Upon completion of an acquisition, the Company
generally implements extensive management, operational and
organizational changes designed to enhance operating cash flow and
operating margins, while promoting superior customer service and strong
community relations.  After consolidating acquired systems with
existing ones, the Company selectively upgrades the cable plant to
allow for the offering of additional programming and services.  The
Company then seeks to add customers and increase revenue per customer
by aggressively marketing innovative basic, tier and premium service
packages and by developing ancillary sources of revenue, such as local
spot advertising and pay-per-view programming.  The Company has been
successful in increasing revenues in its acquired systems through the
introduction of multiple premium service packages that emphasize
customer value and enable the Company to take advantage of the
programming agreements offering cost incentives based on premium
service unit growth.  The Company's customer and revenue growth, in
combination with economies of scale and other operating cash flow and
operating margins of clusters of systems, has enabled the Company to
increase operating cash flow and operating margins of its existing
systems.  At the same time, the Company has a decentralized and locally
responsive management structure which provides significant management
experience and stability and allows the Company to respond more
effectively to the specific needs of the communities it serves. 

  Locally Responsive Management.  The Company's operations are
grouped on a regional basis into geographic areas in order to allow the
flexibility and response of decentralized management.  At the same
time, the systems are combined to benefit from the Company's critical
mass and economies of scale in such areas as programming and marketing. 
The combined operations are grouped into operating areas consisting of
six geographic regions as follows: (1) North Central (Wisconsin and
Minnesota); (2) Southeast (Alabama, Georgia, North Carolina, Tennessee,
Kentucky, Louisiana and Mississippi); (3) Southwest (Texas and
Oklahoma); (4) East (Delaware, Maryland, Virginia and Connecticut); (5)
Midwest (Indiana and Illinois); and (6) West (California).

  Innovative Marketing.  The Company seeks to add customers and
increase its revenue per customer by aggressively marketing innovative
basic, tier and premium cable service packages and by developing
ancillary sources of revenue through local spot advertising sales and
pay-per-view programming.  The Company believes that it has benefitted
and will continue to benefit from its aggressive marketing strategy. 
The Company's systems typically offer a choice of two tiers of basic
cable television programming service: a broadcast basic programming
tier (consisting generally of network and public television signals
available over-the-air in the franchise community and "superstation"
signals) and a satellite programming tier (consisting primarily of
satellite-delivered programming such as CNN, USA, ESPN and TNT). 
Approximately 96% of the Company's customers subscribed to both tiers
of basic service as of December 31, 1996.

  The Company also offers premium programming services, both on an
a la carte basis and as part of premium service packages.  The former
service is designed to increase consumer options while the latter is
designed to enhance customer value and enable the Company to take
advantage of programming agreements offering cost incentives based on
premium service unit growth.  The Company has successfully promoted
innovative premium service packages, such as its Maximum Value Package
program where customers are offered combinations of premium television
services such as HBO, Cinemax and Showtime as a package for a
discounted price, throughout all of its systems.  Overall premium
service penetration has increased significantly in systems where such
packages have been introduced by the Company.  

  The Company has been and expects to continue to be successful by
actively marketing its services through direct mail, advertising,
telemarketing and door-to-door selling campaigns.  The Company also
seeks to add customers by extending its cable plant to new housing
developments once a potential for a significant number of additional
customers is exhibited.  Through its marketing efforts, the Company
strives to attract and retain customers in order to increase its market
penetration.

  Customer Service and Community Relations.  The Company is
dedicated to providing superior customer service and fostering strong
community relations in the towns and cities served by its cable
television systems.  As part of this effort, the Company places special
emphasis on the personal and professional growth of its employees,
which includes a strong commitment to, and investment in, training. 
All of the Company's employees receive extensive training in customer
service, sales and customer retention skills on a regular basis from
outside professionals and qualified management personnel.  Technical
employees are encouraged to enroll in courses available from the
National Cable Television Institute and attend regularly scheduled on-site 
seminars conducted by equipment manufacturers to keep pace with
the latest technological developments in the cable television industry. 
The Company believes that all of these training programs improve the
overall quality of employee workmanship in the field, resulting in
fewer service calls from customers, improved cable television picture
and product quality and greater system reliability.  The Company also
utilizes surveys, focus groups and other research tools as another part
of its effort to determine and respond to the needs of its customers. 

  The Company seeks to further develop its community relations by
participating in charitable activities and other community affairs in
the towns and cities served by its cable television systems.  In
addition to the Company's commitment to training its own employees, the
Company places a special emphasis on education in the communities it
serves and regularly awards scholarships to customers who intend to
pursue courses of study related to the communications field.  The
Company has demonstrated its commitment to education through its active
involvement in the Cable in the Classroom program, where cable
television companies throughout the United States provide schools with
cable television service free of charge.  The Company also supports
numerous local charities and community causes through marketing
promotions to raise money and supplies for persons in need.  Recent
charity affiliations have included campaigns for Toys for Tots, local
food banks and volunteer fire and ambulance corps.

     Technology.  The Company strives to maintain high technological
standards in its cable television systems on a cost-effective basis and
is constantly upgrading its cable plant to achieve this goal. 
Subsequent to acquiring systems, in addition to implementing extensive
management, operational and organizational changes designed to enhance
operating cash flow and promote customer service and community
relations, the Company selectively upgrades the cable plant of such
systems to increase channel capacity and expand the number and variety
of services available to its customers.  The Company may also seek to
deploy fiber optic technology, which is capable of carrying hundreds
of video, data and voice channels, in its systems during the system
upgrade process.  The Company continually monitors and evaluates new
technological developments on the basis of its ability to make optimal
use of its existing assets and to anticipate the introduction of new
services and program delivery capabilities.  Currently, the Company
intends to systematically rebuild its cable systems so that within the
next three years substantially all existing systems will have a
bandwidth of between 450 MHz and 860 MHz.  This program should enable
the Company to deliver technological innovations to its customers as
such services become commercially viable.  

     For fiscal year 1997, the Company is projecting approximately
$167,000,000 of capital expenditures, of which $106,000,000 is directly
committed to system rebuilds and upgrades.  The capital expenditures
projected for 1997 will provide, among other benefits, a substantial
increase in channel capacity.  This will permit the Company to offer
additional programming through the expansion of existing product tiers,
the introduction of new product tiers, the multiplexing of premium
services and the offering of additional pay-per-view channels.

     The Company has undertaken a program that will upgrade
substantially all of its plant facilities to a minimum bandwidth of 450
MHz by the end of 1999.  As part of this program, certain systems, such
as those serving the areas in and around Ft. Worth/Tarrant County
(Texas), Glendale/Burbank (California) and suburban Birmingham,
Alabama, together with selected systems in Wisconsin, Indiana,
Tennessee and other states in which the Company operates cable systems,
are being upgraded to 750 MHz or 860 MHz with two-way communication
capabilities.  The Company's network architecture combines two design
criteria: (1) copper reach of the coaxial cable portion of the plant
which is defined as delivering a carrier to noise specification of 48
dB and is generally limited to less than an 8,500 foot radius from an
optical node and (2) an optical node limited to serving no greater than
500 homes with excess fiber capacity to allow for further reducing the
number of customers served from each node.  This architecture insures
a highly reliable network that, when coupled with an active return
path, is capable of supporting both analog and digital interactive
services, including the deployment of cable modems.
  
     In addition to expanding revenue opportunities, upgrading network
architecture serves to enhance picture quality and system reliability,
reduce operating costs and improve overall customer satisfaction.  As
of December 31, 1996, the average channel capacity of the Owned Systems
is approximately 65 analog channels with approximately 25% of the
customers served by systems with 550 MHz or greater bandwidth capacity
and approximately 76% of the customers served by systems that utilize
addressable technology.  The Company's current plan contemplates that
by the end of 1997, its systems will have an average capacity of
approximately 78 analog channels with approximately 43% of the
customers being served by systems with 550 MHz or greater bandwidth
capacity, warehoused digital spectrum of up to 200 MHz in systems
serving approximately 28% of the Company's customers and approximately
83% of the customers served by systems that utilize addressable
technology.

     Through the upgrade of its cable plant, including the utilization
of addressable technology and fiber optic cable, the Company seeks to
position itself to benefit from the further development of advertising,
pay-per-view and home shopping services, as well as anticipated future
services such as video-on-demand and other interactive applications. 
This advanced broadband platform has allowed the Company to enter into
arrangements to provide video and data transmission services to various
educational institutions and to pursue similar arrangements with
utility providers.  For example, in March 1995, the Company, together
with a neighboring cable television operator, was selected to create
a two-way broadband fiber network to connect 12 school districts in
south central Wisconsin as part of a "distance education" project.  The
fiber network allows live interaction among classrooms in various
locations.  The Company was also awarded a contract to connect the main
campus of a technical college in the Fond du Lac, Wisconsin area to two
remote campuses in West Bend and Beaver Dam.  These projects will
accelerate the rate at which the Company is able to build a
technologically advanced fiber network through shared funding with
various third parties.  The Company, together with several public
utilities, is also exploring certain applications of its cable plant
for digital meter reading and electronic load monitoring applications
which would provide "real time" power usage information and would
assist the utilities in monitoring and distributing power in times of
peak demand.

     In addition to allowing for increased channel offerings, the
expanded bandwidth of the upgraded systems creates the optimal medium
for transmitting vast amounts of information at high speed.  Cable
modem technology enables data traffic to be carried at rates up to 100
times faster than current telephone modems. Most current Internet users
are accessing the network through narrow band telephony technology. 
This telephony technology severely limits the types of content and
services that can be effectively utilized.  The high speed capabilities
of cable modems eliminate the current data bottle necks and will "free
up" users.  The Company currently is testing the capabilities of cable
modems and its HFC network in one of its Dallas area systems.  This
test is utilizing a 750 MHz system to provide high speed Internet
access to several customers.  In addition to implementing the technical
and operational steps in deploying high speed data modems utilizing HFC
plant, the Company plans to explore various products and services that
can be offered utilizing the high speed data modems.  It is anticipated
that commercial deployment of the service in this system will begin in
late 1997 with expanding deployment in other systems in 1998.

Competition

     Cable television systems face competition from alternative methods
of receiving and distributing television signals such as DBS and from
other sources of news, information and entertainment such as off-air
television broadcast programming, newspapers, movie theaters, live
sporting events, interactive computer services and home video products,
including videotape cassette recorders.  The extent to which a cable
communications system is competitive depends, in part, upon the cable
system's ability to provide, at a reasonable price to customers, a
greater variety of programming and other communications services than
those which are available off-air or through other alternative delivery
sources.  See " Legislation and Regulation in the Cable Television
Industry."

     The 1996 Telecom Act enables local telephone companies and others
to provide a wide variety of video services competitive with services
provided by cable systems and to provide cable services directly to
customers.  Various local telephone companies currently are seeking to
provide video programming services within their telephone service areas
through a variety of distribution methods.  Cable systems could be
placed at a competitive disadvantage if the delivery of video
programming services by local telephone companies becomes widespread
since telephone companies may not be required, under certain
circumstances, to obtain local franchises to deliver such video
services or to comply with the variety of obligations imposed upon
cable systems under such franchises.  Issues of cross-subsidization by
local telephone companies of video and telephony services also pose
strategic disadvantages for cable operators seeking to compete with
local telephone companies who provide video services.  The Company
cannot predict at this time the likelihood of success of any video
programming ventures by local telephone companies or the impact on the
Company of such competitive ventures.

     Cable systems generally operate pursuant to franchises granted on
a nonexclusive basis.  The 1992 Cable Act gives local franchising
authorities jurisdiction over basic cable service rates and equipment
in the absence of "effective competition", prohibits franchising
authorities from unreasonably denying requests for additional
franchises and permits franchising authorities to operate cable
systems.  It is possible that a franchising authority might grant a
second franchise to another company containing terms and conditions
more favorable than those afforded the Company.  Well-financed
businesses from outside the cable industry (such as the public
utilities that own the poles on which cable is attached) may become
competitors for franchises or providers of competing services.  The
costs of operating a cable system where a competing service exists will
be substantially greater than if there were no competition present. 
Although the potential for competition exists, there are presently only
two competing systems located in each of the East and Midwest operating
regions, which represent an aggregate of approximately 1,250 of the
homes in the Company's franchise areas. The Company is not aware of any
other company that is actively seeking local governmental franchises
for areas presently served by the Company. 

     Cable operators face additional competition from private SMATV
systems that serve condominiums, apartment and office complexes and
private residential developments.  The operators of these SMATV systems
often enter into exclusive agreements with  building owners or
homeowners' associations.  Due to the widespread availability of
reasonably priced earth stations, SMATV systems now offer both improved
reception of local television stations and many of the same 
satellite-delivered program services offered by franchised cable systems. 
Various states have enacted laws to provide franchised cable systems
access to private complexes.  These laws have been challenged in the
courts with varying results.  Additionally, the 1984 Cable Act gives
a franchised cable operator the right to use existing compatible
easements within its franchise area; however, there have been
conflicting judicial decisions interpreting the scope of this right,
particularly with respect to easements located entirely on private
property.  The ability of the Company to compete for customers in
residential and commercial developments served by SMATV operators is
uncertain.  The 1996 Telecom Act broadens the definition of SMATV
systems not subject to local franchising regulation and gives cable
operators greater flexibility in pricing cable services provided to
customers in condominiums, apartment and office complexes and private
residential developments.

     Competition for the Company's customers is likely to increase from
medium power and higher power DBS that use higher frequencies to
transmit signals that can be received by dish antennas much smaller in
size than traditional HSDs.  Primestar distributes a multi-channel
programming service via a medium power communications satellite to HSDs
of approximately 3 feet in diameter.  DirecTv, Inc., United States
Satellite Broadcasting Corporation and EchoStar Communication
Corporation transmit from high power satellites and generally use
smaller dishes to receive their signals.  Alphastar, Inc. began
offering medium power service in the second quarter of 1996.  MCI
Communications, Corp/News Corp has announced that it expects to
commence offering high power service by the end of 1997.  DBS operators
have the right to distribute substantially all of the significant cable
television programming services currently carried by cable television
systems.  The Company expects that competition from DBS will continue
to grow.

     DBS has advantages and disadvantages as an alternative means of
distributing video signals to the home.  Among the advantages are that
the capital investment (although initially high) for the satellite and
uplinking segment of a DBS system is fixed and does not increase with
the number of customers receiving satellite transmissions; that DBS is
not currently subject to local regulation of service and prices or
required to pay franchise fees; and that the capital costs for the
ground segment of a DBS system (the reception equipment) are directly
related to, and limited by, the number of service customers.  DBS's
disadvantages presently include limited ability to tailor the
programming package to the interests of different geographic markets,
such as providing local news, other local origination services and
local broadcast stations; signal reception being subject to line of
sight angles; substantial upfront costs for customers; significant
costs to customers for providing service on multiple television sets
within a single home; and limited ability to locally service the
customer's reception equipment.

     Although the effect of competition from these DBS services cannot
be specifically predicted, it is clear there has been significant
growth in DBS customers and the Company assumes that such DBS
competition will continue as developments in technology continue to
increase satellite transmitter power and decrease the cost and size of
equipment needed to receive these transmissions.  

     Another alternative method of distribution are MMDS systems, which
deliver programming services over microwave channels received by
customers with special antennas.  MMDS systems are less capital
intensive, are not required to obtain local franchises or pay franchise
fees and are subject to fewer regulatory requirements than cable
television systems.  The 1992 Cable Act also ensures that MMDS systems
have access to acquire all significant cable television programming
services.  Although there are relatively few MMDS systems in the United
States currently in operation, virtually all markets have been licensed
or tentatively licensed.  The FCC has taken a series of actions
intended to facilitate the development of wireless cable systems as an
alternative means of distributing video programming, including
reallocating the use of certain frequencies to these services and
expanding the permissible use of certain frequencies to these services
and expanding the permissible use of certain channels reserved for
educational purposes.  The FCC's actions enable a single entity to
develop an MMDS system with a potential of up to 35 analog channels,
and thus compete more effectively with cable television.  Developments
in digital compression technology will significantly increase the
number of channels that can be made available from MMDS.  Further, in
1995, several large telephone companies acquired significant ownership
in numerous MMDS companies.  This infusion of money into the MMDS
industry was expected to accelerate its growth and its competitive
impact.  However, in 1996, telephone company backing of MMDS appeared
to diminish as both Bell Atlantic and NYNEX suspended their investments
in two major MMDS companies.  Finally, an emerging technology, LMDS,
could also pose a threat to the cable television industry, if and when
it becomes established.  LMDS, sometimes referred to as cellular
television, could have the capability of delivering more than 100
channels of video programming to a customer's home.  The potential
impact of LMDS is difficult to assess due to the newness of the
technology and the absence of any current fully operational LMDS
systems.  

     Although long distance telephone companies have no legal
prohibition on the provision of video services, they have historically
not been providers of such services in competition with cable systems. 
However, such companies may prove to be a source of competition in the
future.  The long distance companies are expected to expand into local
markets with local telephone and other offerings (including video
services) in competition with the RBOCs.

     Cable-like programming can also be delivered through on-line
computer services on the Internet such as CompuServe.  However, due to
its substandard picture quality and transmission speed, the technology
of these services presently is not comparable to cable television
service.  The Company is unable to predict the effect of competition
from on-line services on its future operations.

     Other new technologies may become competitive with
nonentertainment services that cable television systems can offer.  The
FCC has authorized television broadcast stations to transmit textual
and graphic information useful both to consumers and businesses.  The
FCC also permits commercial and noncommercial FM stations to use their
subcarrier frequencies to provide nonbroadcast services including data
transmissions.  The FCC established an over-the-air Interactive Video
and Data Service that will permit two-way interaction with commercial
and educational programming along with informational and data services. 
The expansion of fiber optic systems by telephone companies and other
common carriers are providing facilities for the transmission and
distribution to homes and businesses of video services, including
interactive computer-based services like the Internet, data and other
nonvideo services.  The FCC has held spectrum auctions for licenses to
provide PCS.  PCS will enable license holders, including cable
operators, to provide voice and data services as well as video
programming.

     Advances in communications technology as well as changes in the
marketplace and the regulatory and legislative environments are
constantly occurring.  Thus, it is not possible to predict the effect
that ongoing or future developments might have on the cable industry
or on the operations of the Company.

Legislation and Regulation in the Cable Television Industry

     The operation of cable television systems is extensively regulated
by the FCC, some state governments and most local governments.  On
February 8, 1996, the President signed into law the 1996 Telecom Act. 
This new law alters the regulatory structure governing the nation's
telecommunications providers.  It removes barriers to competition in
both the cable television market and the local telephone market.  Among
other things, it reduces the scope of cable rate regulation.

     The 1996 Telecom Act required the FCC to undertake a host of
implementing rulemakings, the final outcome of which cannot yet be
determined.  Moreover, Congress and the FCC have frequently revisited
the subject of cable television regulation and may do so again.  Future
legislative and regulatory changes could adversely affect the Company's
operations.  This section briefly summarizes key laws and regulation
currently affecting the growth and operations of the Company's cable
systems.

     Cable Rate Regulation.  The 1992 Cable Act imposed an extensive
rate regulation regime on the cable television industry.  Under that
regime, all cable systems are subject to rate regulation, unless they
face "effective competition" in their local franchise area.  Under the
1992 Cable Act, the incumbent cable operator can demonstrate "effective
competition" by showing either low penetration (less than 30% of the
local population) or the presence (measured collectively as 50%
availability, 15% customer penetration) of other MVPDs.  The 1996
Telecom Act expands the existing definition of "effective competition"
to create a special test for a competing MVPD (other than a DBS
distributor) affiliated with an LEC.  There is no penetration minimum
for an LEC affiliate to qualify as an effective competitor, but it must
offer comparable programming services in the franchise area.

     Although the FCC establishes all cable rate rules, local
government units (commonly referred to as LFAs) are primarily
responsible for administering the regulation of the lowest level of
cable - the BST, which typically contains local broadcast stations and
public, educational, and government access channels.  Before an LFA
begins BST rate regulation, it must certify to the FCC that it will
follow applicable federal rules, and many LFAs have voluntarily
declined to exercise this authority.  LFAs also have primary
responsibility for regulating cable equipment rates.  Under federal
law, charges for various types of cable equipment must be unbundled
from each other and from monthly charges for programming services.  The
1996 Telecom Act allows operators to aggregate costs for broad
categories of equipment across geographic and functional lines.  This
change should facilitate the introduction of new technology to a
broader customer base.

     The FCC itself directly administers rate regulation of any CPST,
which typically contains satellite-delivered programming.  Under the
1996 Telecom Act, the FCC can regulate CPST rates only if an LFA first
receives at least two complaints from local customers within 90 days
of a CPST rate increase and then files a formal complaint with the FCC. 
When new CPST rate complaints are filed, the FCC now considers only
whether the incremental increase is justified and will not reduce the
previously established CPST rate.

     Under the FCC's rate regulations, the Company was required to
reduce its BST and CPST rates in 1993 and 1994, and has since had its
rate increases governed by a complicated price cap scheme that allows
for the recovery of inflation and certain increased costs, as well as
providing some incentive for expanding channel carriage.  The FCC has
modified its rate adjustment regulations to allow for annual rate
increases and to minimize previous problems associated with regulatory
lag.  Operators also have the opportunity of bypassing this "benchmark"
scheme in favor of traditional cost-of-service regulation in cases
where the latter methodology appears favorable.  However, the FCC
significantly limited the inclusion in the rate base of acquisition
costs in excess of the book value of tangible assets.  As a result, the
Company pursued cost of service justifications in only a few cases. 
The FCC has also provided operators with a mechanism to recover costs
associated with a system rebuild.  Using a cost-of-service approach,
the amounts produced by the FCC's calculation are added to the BST &
CPST rates discussed above and recovered over a 10 year period. 
Premium cable service offered on a per channel or per program basis
remain unregulated, as do affirmatively marketed packages consisting
entirely of new programming product.

     The Company believes that it has materially complied with
provisions of the Cable Acts, including rate setting provisions
promulgated by the FCC on April 1, 1993.  However, in jurisdictions
which have chosen not to certify, refunds covering a one-year period
on basic service may be ordered if the Company is regulated at a later
date and is unable to justify its rates through a benchmark or cost-of-service 
filing.  The amount of refunds, if any, which may be payable
by the Company in the event that these systems' rates are successfully
challenged by franchising authorities is not currently estimable. 
During the year ended December 31, 1994, the Company paid total
cumulative rate refunds of approximately $944,000 for 1993 and 1994 to
its cable customers as a result of rate orders issued by certain
franchise authorities within certain cable systems which have
subsequently been sold.  During 1995, a total of approximately $25,000
was paid for rate refunds.  Additionally, there are rate complaints
currently pending at the FCC concerning certain of the Company's
CPST's.  Pursuant to the re-regulation covering the time period from
September 1, 1993 through May 15, 1994, there are currently under
review by the FCC 18 cost-of-service filings and two benchmark filings. 
Pursuant to the re-regulation covering the time period from May 1994
to the date hereof, there are 48 benchmark filings under review by the
FCC.  These pending reviews potentially affect 351,000 of the Company's
basic customers.    Reviews involving certain of the Company's systems
serving approximately 75,000 customers have been completed in which the
FCC found no errors in the Company's rate calculations. As a result,
the related complaints were denied. If the FCC determines that the
Company's CPST rates are unreasonable, it has the authority to order
the Company to reduce such rates and to refund to customers any
overcharges with interest occurring from the filing date of the rate
complaint at the FCC.  The amount of refunds, if any, which may be
required by the FCC in the event the Company's CPST rates are found to
be unreasonable is not currently estimable.

     The 1996 Telecom Act sunsets FCC regulation of CPST rates for all
systems (regardless of size) on March 31, 1999.  It also relaxes
existing uniform rate requirements by specifying that uniform rate
requirements do not apply where the operator faces "effective
competition," and by exempting bulk discounts to multiple dwelling
units, although complaints about predatory pricing still may be made
to the FCC.

     Cable Entry Into Telecommunications.  The 1996 Telecom Act
provides that no state or local laws or regulations may prohibit or
have the effect of prohibiting any entity from providing any interstate
or intrastate telecommunications services.  States are authorized,
however, to impose "competitively neutral" requirements regarding
universal service, public safety and welfare, service quality and
consumer protection.  State and local governments also retain their
authority to manage the public rights-of-way.  Although the 1996
Telecom Act clarifies that traditional cable franchise fees may be
based only on revenues related to the provision of cable television
services, it also provides that LFAs may require reasonable,
competitively neutral compensation for management of the public rights-
of-way when cable operators provide telecommunications service.  The
1996 Telecom Act prohibits LFAs from requiring cable operators to
provide telecommunications service or facilities as a condition of a
franchise grant, renewal or transfer, except that LFAs can seek
"institutional networks" as part of such franchise negotiations.  The
favorable pole attachment rates afforded cable operators under federal
law can be increased by utility companies owning the poles during a
five year phase in period beginning in 2001, if the cable operator
provides telecommunications services, as well as cable service over its
plant.

     Cable entry into telecommunications will be affected by the
regulatory landscape now being fashioned by the FCC and state
regulators.  One critical component of the 1996 Telecom Act to
facilitate the entry of new telecommunications providers (including
cable operators) is the interconnection obligation imposed on all
telecommunications carriers.  Review of the FCC's initial
interconnection order is now pending before the Eighth Circuit Court
of Appeals.

     Telephone Company Entry Into Cable Television.  The 1996 Telecom
Act allows telephone companies to compete directly with cable operators
by repealing the historic telephone company/cable cross-ownership ban
and the FCC's video dialtone regulations.  This will allow LECs,
including the RBOCs, to compete with cable operators both inside and
outside their telephone service areas.  Because of their resources,
LECs could be formidable competitors to traditional cable operators,
and certain LECs have begun offering cable service to a very limited
number of households.

     Under the 1996 Telecom Act, an LEC providing video programming to
customers will be regulated as a traditional cable operator (subject
to local franchising and federal regulatory requirements), unless the
LEC elects to provide its programming via an OVS.  LECs providing
service through an OVS can proceed without a traditional cable
franchise, although an OVS operator will be subject to general rights-of-way 
management regulations and can be required to pay franchise fees
to the extent it provides cable services.  To be eligible for OVS
status, the LEC itself cannot occupy more than one-third of the
system's activated channels when demand for channels exceeds supply. 
Nor can it discriminate among programmers or establish unreasonable
rates, terms or conditions for service.

     Although LECs and cable operators can now expand their offerings
across traditional service boundaries, the general prohibitions remain
on LEC buyouts (i.e., any ownership interest exceeding 10 percent) of
co-located cable systems, cable operator buyouts of co-located LEC
systems, and joint ventures between cable operators and LECs in the
same market.  The 1996 Telecom Act provides a few limited exceptions
to this buyout prohibition.  The "rural exemption" permits buyouts
where the purchased system serves an area with fewer than 35,000
inhabitants outside an urban area, and the cable system plus any other
system in which the LEC has interest do not represent 10% or more of
the LECs telephone service area.  The 1996 Telecom Act also provides
the FCC with the power to grant waivers of the buyout prohibition in
cases where: (1) the cable operator or LEC would be subject to undue
economic distress; (2) the system or facilities would not be
economically viable; or (3) the anticompetitive effects of the proposed
transaction are clearly outweighed by the effect of the transaction in
meeting community needs.  The LFA must approve any such waiver.

     Electric Utility Entry Into Telecommunications/Cable Television. 
The 1996 Telecom Act provides that registered utility holding companies
and subsidiaries may provide telecommunications services (including
cable television) notwithstanding the Public Utilities Holding Company
Act.  Electric utilities must establish separate subsidiaries, known
as "exempt telecommunications companies" and must apply to the FCC for
operating authority.  Again, because of their resources, electric
utilities could be formidable competitors to traditional cable systems.

     Additional Ownership Restrictions.  The 1996 Telecom Act
eliminates statutory restrictions on broadcast/cable cross-ownership
(including broadcast network/cable restrictions), but leaves in place
existing FCC regulations prohibiting local cross-ownership between
television stations and cable systems.  The 1996 Telecom Act also
eliminates the three year holding period required under the 1992 Cable
Act's "anti-trafficking" provision.  The 1996 Telecom Act leaves in
place existing restrictions on cable cross-ownership with SMATV and
MMDS facilities, but lifts those restrictions where the cable operator
is subject to effective competition.  In January 1995, however, the FCC
adopted a regulation which permits cable operators to own and operate
SMATV systems within their franchise area, provided that such operation
is consistent with local cable franchise requirements.

     Must Carry/Retransmission Consent.  The 1992 Cable Act contains
broadcast signal carriage requirements that allow local commercial
television broadcast stations to elect once every three years to
require a cable system to carry the station ("must carry") or negotiate
for payments for granting permission to the cable operator to carry the
station ("retransmission consent").  Less popular stations typically
elect "must carry," and more popular stations typically elect
"retransmission consent."  Must carry requests can dilute the appeal
of a cable system's programming offerings, and retransmission consents
demands may require substantial payments or other concessions.  Either
option has a potentially adverse affect on the Company's business. 
Additionally, cable systems are required to obtain retransmission
consent for all "distant" commercial television stations (except for
commercial satellite-delivered independent "superstations" such as
WTBS).  The constitutionality of the must carry requirements has been
challenged and is awaiting a decision from the United States Supreme
Court.

     Access Channels.  LFAs can include franchise provisions requiring
cable operators to set aside certain channels for public, educational
and governmental access programming.  Federal law also requires a cable
system with 36 or more channels to designate a portion of its channel
capacity (either 10% or 15%) for commercial leased access by
unaffiliated third parties.  The FCC has adopted rules regulating the
terms, conditions and maximum rates a cable operator may charge for use
of these designated channel capacity, but use of commercial leased
access channels has been relatively limited.  In February of 1997, the
FCC released revised rules which mandate a modest rate reduction and
could make commercial leased access a more attractive option for third
party programmers.

     "Anti-Buy Through" Provisions.  Federal law requires each cable
system to permit customers to purchase video programming offered by the
operator on a per-channel or a per-program basis without the necessity
of subscribing to any tier of service (other than the basic service
tier) unless the system's lack of addressable home terminal devices or
other technological limitations does not permit it to do so.  The
statutory exemption for cable systems that do not have the
technological capability to comply expires in December 2002, but the
FCC may extend that period if deemed necessary.

     Access to Programming.  To spur the development of independent
cable programmers and competition to incumbent cable operators, the
1992 Cable Act imposed restrictions on the dealings between cable
operators and cable programmers.  Of special significance from a
competitive business posture, the 1992 Act precludes video programmers
affiliated with cable companies from favoring cable operators over
competitors and requires such programmers to sell their programming to
other multichannel video distributors (such as DBS and MMDS).  This
provision limits the ability of vertically integrated cable programmers
to offer exclusive programming arrangements to the Company.  

     Other FCC Regulations.  In addition to the FCC regulations noted
above, there are other FCC regulations covering such areas as equal
employment opportunity, customer privacy, programming practices
(including, among other things, syndicated program exclusivity, network
program nonduplication, local sports blackouts, indecent programming,
lottery programming, political programming, sponsorship identification,
and children's programming advertisements), registration of cable
systems and facilities licensing, maintenance of various records and
public inspection files,  frequency usage, lockbox availability,
antenna structure notification, tower marking and lighting, consumer
protection and customer service standards, technical standards and
consumer electronics equipment compatibility.  The FCC is expected to
impose new Emergency Alert System requirements on cable operators this
year.  The FCC has the authority to enforce its regulations through the
imposition of substantial fines, the issuance of cease and desist
orders and/or the imposition of other administrative sanctions, such
as the revocation of FCC licenses needed to operate certain
transmission facilities used in connection with cable operations.

     Two pending FCC proceedings of particular competitive concern
involve inside wiring and navigational devices.  The former rulemaking
is considering ownership of cable wiring located inside multiple
dwelling unit complexes.  If the FCC concludes that such wiring belongs
to, or can be unilaterally acquired by the complex owner, it will
become easier for complex owners to terminate service from the
incumbent cable operator in favor of a new entrant.  The latter
rulemaking is considering whether cable customers should be permitted
to purchase cable converters from third party vendors.  If the FCC
concludes that such distribution is required, and does not make
appropriate allowances for signal piracy concerns, it may become more
difficult for cable operators to combat theft of service.

     Copyright.  Cable television systems are subject to federal
copyright licensing covering carriage of television and radio broadcast
signals.  In exchange for filing certain reports and contributing a
percentage of their revenues to a federal copyright royalty pool (that
varies depending on the size of the system and the number of distant
broadcast television signals carried), cable operators can obtain
blanket permission to retransmit copyrighted material on broadcast
signals.  The possible modification or elimination of this compulsory
copyright license is subject to continuing review and could adversely
affect the Company's ability to obtain desired broadcast programming. 
In addition, the cable industry pays music licensing fees to BMI and
is negotiating a similar arrangement with ASCAP.  Copyright clearances
for nonbroadcast programming services are arranged through private
negotiations.  

     State and Local Regulation.  Cable television systems generally
are operated pursuant to nonexclusive franchises granted by a
municipality or other state or local government entity. The 1996
Telecom Act clarified that the need for an entity providing cable
services to obtain a local franchise depends solely on whether the
entity crosses public rights of way.   Federal law now prohibits
franchise authorities from granting exclusive franchises or from
unreasonably refusing to award additional franchises covering an
existing cable system's service area.  Cable franchises generally are
granted for fixed terms and in many cases are terminable if the
franchisee fails to comply with material provisions.  Non-compliance
by the cable operator with franchise provisions may also result in
monetary penalties.  

     The terms and conditions of franchises vary materially from
jurisdiction to jurisdiction.  Each franchise generally contains
provisions governing cable operations, service rates, franchise fees,
system construction and maintenance obligations, system channel
capacity, design and technical performance, customer service standards
and indemnification protections.  A number of states subject cable
television systems to the jurisdiction of centralized state
governmental agencies, some of which impose regulation of a character
similar to that of a public utility.  Although LFAs have considerable
discretion in establishing franchise terms, there are certain federal
limitations.  For example, LFAs cannot insist on franchise fees
exceeding 5% of the system's gross revenues, cannot dictate the
particular technology used by the system, and cannot specify video
programming other than identifying broad categories of programming.

     Federal law contains renewal procedures designed to protect
incumbent franchisees against arbitrary denials of renewal.  Even if
a franchise is renewed, the franchise authority may seek to impose new
and more onerous requirements such as significant upgrades in
facilities and services or increased franchise fees (limited to 5% of
revenue) as a condition of renewal.  Similarly, if a franchise
authority's consent is required for the purchase or sale of a cable
system or franchise, such authority may attempt to impose more
burdensome or onerous franchise requirements in connection with a
request for consent.  Historically, franchises have been renewed for
cable operators that have provided satisfactory services and have
complied with the terms of their franchises.
 
Technology

     At December 31, 1996, approximately 76% of the Company's customers
are served by systems which utilize addressable technology (i.e.,
systems having the capacity to offer addressable services if
addressable converters are present in customer homes), and
approximately 40% of the Company's customers have addressable
converters.  Addressable technology enables a cable television system
operator to activate, from the headend site or another central
location, the cable television services delivered to each customer
having an addressable converter.  With addressable technology, the
Company can upgrade or downgrade services to a customer immediately,
without the delay or expense associated with dispatching a technician
to the home.  Addressable technology also allows the Company to offer
pay-per-view services, reduces premium service theft, and through the
ability to deactivate service automatically, to disconnect delinquent
customer accounts.  In certain of its systems, the Company has taken
active steps to remove from service older addressable converter
equipment which was costly to maintain.  Through this equipment
replacement, the Company has enhanced customer convenience and revenue
growth through increased premium service orders and simultaneously has
achieved significant reductions in service costs.  The Company's
current plan contemplates that by the end of 1997, its systems will
have an average capacity of approximately 78 analog channels with
approximately 43% of the customers being served by systems with 550 MHz
or greater bandwidth capacity, warehoused digital spectrum of up to 200
MHz in systems serving approximately 28% of the Company's customers and
approximately 83% of the customers served by systems that utilize
addressable technology.

     The Company continually monitors and evaluates new technological
developments on the basis of its ability to make optimal use of its
existing assets and to anticipate the introduction of new services and
program delivery capabilities.  The use of fiber optic cable as an
enhancement to coaxial cable is playing a major role in expanding
channel capacity and improving the performance of cable television
systems.  Fiber optic cable is capable of carrying hundreds of video,
data and voice channels.  To date, the Company has sought to implement
fiber optic technology in portions of its systems, primarily by
undertaking fiber-to-the-node upgrades.  Such upgrades use fiber optic
cable to carry signals from a systems's headend to multiple locations
within the system reducing the need to deploy amplifiers, thereby
enhancing signal quality and reducing service interruptions.  The
Company plans to continue to deploy fiber-to-the-node to upgrade and
expand channel capacity, using both analog and digital transmission
techniques, to interconnect systems and groups of systems into regional
networks.  

     New technological advances that are anticipated to be commercially
viable in the next few years include digital compression and expanded
bandwidth amplifiers, which offer cable operators the potential for a
dramatic expansion of channel capacity, along with alternative
communications delivery systems.  As this new technology and related
services become available, the Company intends to carefully assess the
economic return and market demand for such technology and services in
order for the Company to prudently implement additional services in the
most cost-effective manner.

Programming 

     The Company has various contracts to obtain basic and premium
programming for its systems from program suppliers whose compensation
is typically based on a fixed fee per customer.  The Company's
programming contracts are generally for a fixed period of time and are
subject to negotiated renewal.  Some program suppliers provide volume
discount pricing structures or offer marketing support to the Company. 
In particular, the Company has negotiated programming agreements with
premium service suppliers that offer cost incentives to the Company
under which premium service unit prices decline as certain premium
service growth thresholds are met.  The Company's successful marketing
of multiple premium service packages emphasizing customer value has
enabled the Company to take advantage of such cost incentives.

     The Company's cable programming costs have increased in recent
years and are expected to continue to increase due to system
acquisitions, additional programming being provided to customers,
increased cost to produce or purchase cable programming, inflationary
increases and other factors.  Program suppliers may continue to
increase rates.  However, under the new FCC rules, the cable operator
may have the ability to mark up these increases by 7.5% and pass the
increase on to customers.  In lieu of the 7.5% markup, the Company has
the right to recover up to $1.20 per customer between January 1, 1995
and 1997 for additional channels added to CPST's (not to exceed $0.20
per added channel) and up to $0.30 per customer over that same period
for aggregate license fees.  Beginning January 1, 1997, the cap for
additional channels will increase to $1.40 and the license fee reserve
will also increase.  After January 1, 1998, the optional rate increase
for additional channels will lapse.  Although there can be no
assurances, the Company believes it will continue to have access to
cable programming services at reasonable prices.

     Effective April 1, 1996, the Company became a member of
TeleSynergy, a cable television cooperative buying venture representing
over 5,000,000 customers.  Members of this cooperative benefit from
lower programming costs per customer through consolidated buying
efforts.  The TeleSynergy membership has partially offset the increased
programming costs noted above.    

Franchises

     Cable television systems are generally constructed and operated
under nonexclusive franchises granted by local governmental
authorities.  These franchises typically contain many conditions, such
as time limitations on commencement and completion of construction;
conditions of service, including the provision of free service to
schools and certain other public institutions; and the maintenance of
insurance, indemnity bonds and customer service standards.  The
provisions of local franchises are subject to federal regulation under
the 1984 Cable Act and the 1992 Cable Act, now consolidated under the
1996 Telecom Act.

     As of December 31, 1996, the Company operated pursuant to 751
franchises.  These nonexclusive franchises provide for the payment of
fees to the issuing authority.  Annual franchise fees imposed on the
systems range up to a 5% federally mandated cap on gross revenues
generated by a system.  In substantially all of the Owned Systems, such
franchise fees are passed through to the customers directly as an
addition to the rates for cable television service. 

     The table below illustrates the grouping of the franchises by date
of expiration and presents the approximate number and percentage of
basic service customers for each as of December 31, 1996.

<TABLE>
<CAPTION>
 Year of                                          Percentage
Franchise            Number of     Number of      of Total
Expiration          Communities    Customers      Customers
<S>                 <C>           <C>             <C>
Prior to 1997 (1)         60         90,954           7.2%
1997-2001                247        405,100          32.0%
2002 and after           405        733,311          57.8%
Other (2)                 39         38,155           3.0%

Total                    751      1,267,520         100.0%

<FN>
(1)  All expired franchises have open extensions pending renegotiation of long-term
     renewals.
(2)  The Company operates a number of systems that serve multiple communities and, in
     some instances, portions of such systems extend into jurisdictions for which the
     Company believes no franchise is necessary.
</FN>
</TABLE>

     The 1984 Cable Act provides, among other things, for an orderly
franchise renewal process where franchise renewal will not be
unreasonably withheld or, if renewal is withheld, the franchise
authority must pay the operator the "fair market value" for the system
covered by such franchise.  In addition, the 1984 Cable Act establishes
comprehensive renewal procedures that require that an incumbent
franchisee's renewal application be assessed on its own merit and not
as part of a comparative process with competing applications.

Employees

     At December 31, 1996, the Company had 2,078 full-time employees
and 147 part-time employees.  Approximately 220 of the employees at
seven of its cable television systems are represented by a designated
collective bargaining representative or under various labor agreements. 
The Company considers its relations with its employees to be good.

(d)  Financial Information About Foreign and Domestic Operations and
Export Sales

     MCC has neither foreign operations nor export sales.

ITEM 2.   PROPERTIES

     The Company currently operates the Owned Systems in 751
communities in Alabama, California, Connecticut, Delaware, Georgia,
Indiana, Illinois, Kentucky, Louisiana, Maryland, Minnesota,
Mississippi, North Carolina, Oklahoma, Tennessee, Texas, Wisconsin and
Virginia.  In connection with its operation of the Owned Systems, the
Company owns or leases parcels of real property for signal reception
sites (antenna towers and headends), microwave facilities and business
offices, and owns most of its service vehicles.  The Company believes
that its properties, both owned and leased, are in good condition and
are suitable and adequate for the Company's business operations.

     Cable television systems generally consist of four principal
operating components.  The first component, known as the headend
facility, receives television and radio signals and other programming
and information by means of special antennae, microwave relays and
satellite earth stations.  The second component, the distribution
network, which originates at the headend and extends throughout the
system's service area, typically consists of coaxial or fiber optic
cables placed on utility poles or buried underground, and associated
electronic equipment.  The third component of the system is a drop
cable, which extends from the distribution network into each customer's
home and connects the distribution system to the customer's television
set.  The fourth component, a converter, is the home terminal device
that expands channel capacity to permit reception of more than 12
channels of programming.  Some systems utilize home terminal devices
that can be addressed by sending coded signals from the headend over
the cable network.

     The Company's cables generally are attached to utility poles under
pole rental agreements with local public utilities, although in some
areas the distribution cable is buried in underground ducts or
trenches.  The physical components of the systems require maintenance
and periodic upgrading to keep pace with technological advances.

ITEM 3.   LEGAL PROCEEDINGS

     There are no material pending legal proceedings to which MCC or
any of its subsidiaries are a party or to which any of their respective
properties are subject.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


                               PART II

ITEM 5.   MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED             
          STOCKHOLDER MATTERS

     There is no established public trading market for any of the
registrants' equity securities.  As of March 26, 1997, 27,787.2
Employee Units were outstanding.  The Company believes that the
Employee Units issued have no current value.


ITEM 6.   SELECTED FINANCIAL DATA 

     The selected financial data presented below are derived from the
audited historical financial statements of the Company.  The Company's
acquisitions of cable television systems during the periods for which
the selected data are presented below materially affect the
comparability of such data from one period to another.  The data
presented below should be read in conjunction with the Company's
historical financial statements and the related notes thereto.

<TABLE>
                            FINANCIAL DATA
                            (in thousands)
<CAPTION>
                           1996       1995      1994      1993     1992
<S>                    <C>        <C>         <C>      <C>       <C> 
Statement of 
Operations Data: (1)                         

Revenues                 $434,507   $198,294   $64,747  $52,307   $38,310

Costs and expenses        230,214    102,024    31,453   21,849    16,104

Management fees 
  and expenses (2)            ---        ---     2,165    3,617     2,224

Depreciation 
  and amortization        166,429     83,723    37,412   28,633    26,652

Operating income (loss)    37,864     12,547    (6,283)  (1,792)   (6,670)

Interest expense          144,681     82,911    28,105   13,443    11,114

Net loss                 (100,070)   (52,816)  (30,610)  (9,643)  (21,323)
                                   
Balance Sheet Data:                     

Total assets           $1,687,550 $1,760,054  $315,217 $195,148   $206,641

Total debt
 (including 
  current maturities)   1,438,471  1,407,890   327,264  195,000    162,500

Subsidiary limited 
  partner interests          (246)      (246)     (246)   5,788     34,608

Partners' 
  capital (deficit)       189,256    289,326   (21,290) (11,670)     4,991

Other Data:                                               

EBITDA (3)                204,293     96,270    31,129   26,841     19,982
___________________________
<FN>
(1)     All statement of operations data reflect the following acquisitions and divestitures by
        the Company from the date of acquisition or sale: (i) the May 1, 1992 acquisition of the
        San Angelo Systems; (ii) the October 1, 1992 acquisition of the Delaware/Maryland Systems;
        (iii) the July 29, 1994 acquisition of the Star Systems, (iv) the acquisition of the Crown
        Systems effective January 1, 1995, (v) the June 30, 1995 divestiture of the San Angelo
        Systems, (vi) the August 31, 1995 acquisition of the CALP Systems, (vii) the November 1,
        1995 acquisition of the Sammons Systems, (viii) the January 11, 1996 acquisition of the
        Weatherford System, (ix)the July 8, 1996 acquisition of the Futurevision System, (x) the
        July 31, 1996 acquisition of the Frankfort System and (xi) the October 11, 1996
        divestiture of the Moses Lake System.
(2)     Each of the then existing Operating Partnerships formerly entered into management
        agreements, pursuant to which each then existing Operating Partnership paid the Management
        Company a specified percentage of the revenues from the systems owned and operated by such
        Operating Partnerships, plus certain reimbursable expenses.  These agreements terminated
        July 29, 1994, in connection with the acquisition and financing of the Star Systems.
(3)     EBITDA is equal to operating income (loss) plus depreciation and amortization.  The
        Company believes that EBITDA is a meaningful measure of performance because it is commonly
        used in the cable television industry to analyze and compare cable television companies
        on the basis of operating performance, leverage and liquidity.  In addition, the
        indentures governing the 14 1/4% Notes, the 11 7/8% Debentures and the 13 1/2% Notes and
        the Senior Credit Facility contain certain covenants measured by computations
        substantially similar to those used in determining EBITDA.  However, EBITDA is not
        intended to be a performance measure that should be regarded as an alternative either to
        operating income or net income as an indicator of operating performance or to cash flows
        as a measure of liquidity, as determined in accordance with generally accepted accounting
        principles.
</FN>
</TABLE>


ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
                                           
Results of Operations

     In each of the past three years, the Company has generated substantially
all of its revenues from monthly customer fees for basic, premium and other
services (such as the rental of home terminal devices and remote control
devices) and from installation income.  Additional revenues were generated
from pay-per-view programming, the sale of advertising and home shopping
networks.  Beginning in September of 1994, revenues were also generated from
management fees earned in conjunction with two managed systems.  On August
31, 1995, the Company purchased one of the managed systems and thus
terminated the related management agreement.  Effective January 31, 1997, the
remaining managed system was sold.  As a result of these two transactions,
the Company is no longer involved in the active management of cable systems
for third parties. 

     The Company has experienced significant increases in revenues and EBITDA
in each of the past three fiscal years.  This growth was accomplished
primarily through acquisitions and through internal customer growth.  During
1996, the Company acquired systems serving approximately 700 basic customers
in Weatherford, Texas on January 11, 1996, 2,600 basic customers in
Mississippi with the Futurevision Acquisition in July, 1996 and 5,400 basic
customers in Indiana with the Frankfort Acquisition on July 31, 1996.  Also
during 1996, the Company sold its cable television system serving
approximately 12,600 customers in the state of Washington.  The significant
increases in revenues and EBITDA are primarily the result of the 
acquisitions during 1995 which increased MCC's basic customer base by
approximately 950,000 basic customers with the significant portions of the
increase resulting from the Crown Acquisition (193,300 customers) effective
January 1, 1995, the CALP Acquisition (85,000 customers) on August 31, 1995
and the Sammons Acquisition (664,700 customers) on November 1, 1995.

     Total selling, service and system management expenses, and general and
administrative expenses have also increased significantly due to the
acquisitions mentioned above, growth within the Company's existing systems,
increased marketing efforts and the continued development of advertising
sales efforts.  Until July 29, 1994, certain general and administrative
services were performed on behalf of the Company by the Management Company,
for which the Operating Partnerships, then in existence, paid a management
fee of 5.5% of gross revenues.  After that date, the employees and related
expenses of the Management Company became a part of Operating, and Operating
now records all overhead expenses relating to the Dallas home office and the
Wisconsin regional office within selling, service and system management and
general and administrative expenses, instead of management fees.

     Programming expenses have increased both in dollars and as a percentage
of revenue for the past three years due to system acquisitions, additional
programming being provided to customers and increased costs to produce or
purchase certain cable programming services.   However, the increase in the
Company's size has allowed the Company to recognize certain volume discounts. 
Effective April 1, 1996, the Company became a member of TeleSynergy, a cable
television cooperative buying venture representing over 5,000,000 customers. 
Members of this cooperative benefit from lower programming costs per customer
through consolidated buying efforts.  The TeleSynergy membership has
partially offset the increased programming costs noted above.    

     The significant increases in charges for depreciation and amortization
are due to acquisitions and capital expenditures related to continued
construction and upgrading of the systems.  Similarly, interest expense has
increased significantly due to additional amounts outstanding under long-term
obligations which were necessary to finance the acquisitions. 

The following table sets forth for the periods indicated, certain income
statement items as a percentage of total revenues.

<TABLE>
                                           Percentage of Revenue for
                                                 Periods Ended
                                                December 31, (1)
<CAPTION>
                                           1996      1995      1994
<S>                                       <C>       <C>       <C>
Revenues                                  100.0%    100.0%    100.0%
Selling, service and system management     36.2      34.7      33.4
General and administrative                 16.8      16.8      15.1
Management fees and expenses                0.0       0.0       3.3
Depreciation and amortization              38.3      42.2      57.8
Operating income (loss)                     8.7       6.3      (9.7)
Interest                                   33.3      41.8      43.4
Other (income) expense                     (1.6)    (13.1)      0.0
Subsidiary limited partner interests (3)    0.0       0.0      (9.3)
Net loss before extraordinary items       (23.0)%   (22.4)%   (43.7)%
                                                               
EBITDA (2)                                 47.0% (4) 48.5%     48.1%
____________________
<FN>
(1)    Reflects results of operations of the following acquisitions and divestitures by the
       Company from the date of acquisition or sale: (i) the May 1, 1992 acquisition of the San
       Angelo Systems; (ii) the October 1, 1992 acquisition of the Delaware/Maryland Systems;
       (iii) the July 29, 1994 acquisition of the Star Systems, (iv) the acquisition of the Crown
       Systems effective January 1, 1995, (v) the June 30, 1995 divestiture of the San Angelo
       Systems, (vi) the August 31, 1995 acquisition of the CALP Systems, (vii) the November 1,
       1995 acquisition of the Sammons Systems, (viii) the January 11, 1996 acquisition of the
       Weatherford System, (ix) the July 8, 1996 acquisition of the Futurevision System, (x) the
       July 31, 1996 acquisition of the Frankfort System and (xi) the October 11, 1996
       divestiture of the Moses Lake System.
(2)    EBITDA is equal to operating income (loss) plus depreciation and amortization.  The
       Company believes that EBITDA is a meaningful measure of performance because it is commonly
       used in the cable television industry to analyze and compare cable television companies
       on the basis of operating performance, leverage and liquidity.  In addition, the
       indentures governing the 14 1/4% Notes, the 11 7/8% Debentures and the 13 1/2% Notes and
       the Senior Credit Facility contain certain covenants measured by computations
       substantially similar to those used in determining EBITDA.  However, EBITDA is not
       intended to be a performance measure that should be regarded as an alternative either to
       operating income or net income as an indicator of operating performance or to cash flows
       as a measure of liquidity, as determined in accordance with generally accepted accounting
       principles.  The Company has substantial noncash charges to earnings from depreciation,
       amortization and interest.
(3)    Represents preferred returns and allocated net income or loss to partners who are
       affiliated with, but not a part of, the Company.  Subsequent to July 29, 1994, remaining
       subsidiary limited partner interests are not entitled to preferred returns.
(4)    Reduced EBITDA is a direct reflection of higher selling, service and system management
       costs and the resulting lower operating margins of certain of the systems acquired in
       1995. 
</FN>
</TABLE>

Fiscal 1996 Compared to Fiscal 1995

     Revenues increased from $198,294,000 for the year ended December 31,
1995 to $434,507,000 for the year ended December 31, 1996.  Approximately
$231,916,000 of such increase was the result of the CALP and Sammons
Acquisitions.  This increase from acquisitions was partially offset by the
divestiture of the San Angelo Systems on June 30, 1995.  The San Angelo
Systems generated reported revenues of $6,022,000 for the year ended December
31, 1995.  Management fees earned by Operating decreased by $955,000.  Eight
and twelve months of such fees pursuant to the CALP and Maryland Cable
Agreements, respectively, were recorded in 1995, compared to a full year of
fees earned pursuant to just the Maryland Cable Agreement in 1996. The CALP
Agreement terminated upon the completion of the CALP Acquisition on August
31, 1995.  The revenues generated from internal and continued customer growth
account for the remaining increase.  

     The Company's basic customers and pay units for its Owned Systems
increased from 1,154,718 and 651,121, respectively, at December 31, 1995, to
1,181,293 and 666,702, respectively, at December 31, 1996.   This customer
and unit growth was developed through the extension of existing plant
infrastructure to pass additional dwelling units, marketing promotions and
continued implementation of premium packaging, and was negatively affected
by the net affect of the Weatherford, Frankfort and Futurevision Acquisitions
and Moses Lake Divestiture (a net reduction in basic customers of 4,300).

     Selling, service and system management expenses increased from
$68,753,000 for the year ended December 31, 1995 to $157,197,000 for the year
ended December 31, 1996, primarily due to an $86,284,000  increase from the
CALP and Sammons Acquisitions, offset by a $2,238,000 decrease from the
divestiture of the San Angelo Systems.  The remaining increase resulted
primarily from growth within the Company's existing systems, increased
marketing efforts, the continued development of advertising sales efforts and
increased costs of certain programming services.  Effective April 1, 1996,
the Company became a member of TeleSynergy, a cable television cooperative
buying venture representing over 5,000,000 customers.  Members of this
cooperative benefit from lower programming costs per customer through
consolidated buying efforts.  The TeleSynergy membership has partially offset
the increased programming costs.

     General and administrative expenses increased from $33,271,000 for the
year ended December 31, 1995 to $73,017,000 for the year ended December 31,
1996.  Approximately $35,468,000 of the increase, from the CALP and Sammons
Acquisitions, was offset by a $718,000 decrease from the divestiture of the
San Angelo Systems.  The remaining increase resulted primarily from the
necessary expansion of the home office operations in order to manage the
increased size of the business and other increases in operating costs due to
the growth experienced in other of the Owned Systems.

     Depreciation and amortization expense increased from $83,723,000 for the
year ended December 31, 1995 to $166,429,000 for the year ended December 31,
1996 due primarily to the CALP and Sammons Acquisitions offset by a
$4,078,000 decrease from the divestiture of the San Angelo Systems.  Interest
expense increased from $82,911,000 for the year ended December 31, 1995 to
$144,681,000 for the comparable period in 1996, due to the inclusion of
interest expense related to the borrowings under the 14 1/4% Notes and the
Senior Credit Facility, which became effective on June 9, 1995 and August 31,
1995, respectively (borrowings under the Senior Credit Facility were
substantially increased on November 1, 1995).  Borrowings, excluding capital
leases, increased from $1,406,006,000 at December 31, 1995 to $1,436,269,000
at December 31, 1996.  The weighted average interest rate on all outstanding
indebtedness was 11.6% and 9.97% for the twelve months ended December 31,
1995 and December 31, 1996, respectively. 

     The difference between the loss before extraordinary item of $44,421,000
and $100,070,000 for the year ended December 31, 1995 and 1996, respectively
was due to the net effects of the $26,394,000 gain and the $6,442,000 gain
from the sales of the San Angelo and Moses Lake cable television systems in
1995 and 1996, respectively.  The remaining increase resulted from the
increases in operations, depreciation, amortization and interest expense as
discussed above.  

     No losses were allocated to the subsidiary limited partner interests for
the year ended December 31, 1996 or 1995. The Company recognized a loss of
$8,395,000 from the write-off of debt issuance costs from the early
retirement of the outstanding balance under its previous credit agreements
for the year ended December 31, 1995.

     As a result of the changes explained in the foregoing paragraphs, EBITDA
increased from $96,270,000 for the year ended December 31, 1995 to
$204,293,000 for the year ended December 31, 1996.

Fiscal 1995 Compared to Fiscal 1994

     Revenues increased from $64,747,000 for the year ended December 31, 1994
to $198,294,000 for the year ended December 31, 1995.  Approximately
$135,410,000 of such increase was the result of the Star, Crown, CALP and
Sammons Acquisitions.  This increase from acquisitions was partially offset
by the divestiture of the San Angelo Systems on June 30, 1995.  The San
Angelo Systems generated revenues of $11,992,000 for the year ended December
31, 1994, while revenues from the San Angelo Systems through the date of sale
in 1995 were $6,022,000.  Management fees earned by Operating increased by
$2,172,000.  Three and four months of such fees pursuant to the CALP and
Maryland Cable Agreements, respectively, were recorded in 1994, compared to
a full year of fees earned pursuant to the Maryland Cable Agreement in 1995
and eight months of fees earned under the CALP Agreement.  The CALP Agreement
terminated upon the completion of the CALP Acquisition on August 31, 1995. 
The revenues generated from internal growth account for the remaining
increase.  

     The Company's basic customers for its Owned Systems increased from
222,735 at December 31, 1994, to 1,154,718 at December 31, 1995 due primarily
to the Crown, CALP and Sammons Acquisitions along with continued direct sales
efforts, offset by the divestiture of the San Angelo Systems.  The total
number of premium units increased from 156,656 units at December 31, 1994,
to 651,121 units at December 31, 1995.  The Crown, CALP and Sammons
Acquisitions account for 488,115 of the increase in premium units, or 94.6%
of the growth, after considering the divestiture of the San Angelo Systems. 
The remaining growth was developed through marketing promotions and continued
implementation of premium packaging.

     Selling, service and system management expenses increased from
$21,660,000 for the year ended December 31, 1994 to $68,753,000 for the year
ended December 31, 1995, primarily due to a $48,214,000  increase from the
Star, Crown, CALP and Sammons Acquisitions, offset by a $2,236,000 decrease
from the divestiture of the San Angelo Systems.  The remaining increase
resulted primarily from growth within the Company's existing systems,
increased marketing efforts, the development of more advertising sales
ventures and increases in rates charged by certain programming vendors.

     General and administrative expenses increased from $9,793,000 for the
year ended December 31, 1994 to $33,271,000 for the year ended December 31,
1995.  Excluding the $18,473,000 increase from the Star, Crown, CALP and
Sammons Acquisitions and the $794,000 decrease from the divestiture of the
San Angelo Systems, general and administrative expenses increased by
$6,276,000.  Such increase was mainly the result of the inclusion of expenses
which were formerly expenses of the Management Company and previously
recorded as management fees and expenses.  The remaining decrease of $477,000
is primarily the result of improved operating efficiencies, partially due to
office consolidations within the existing Marcus systems.

     Depreciation and amortization expense increased from $37,412,000 for the
year ended December 31, 1994 to $83,723,000 for the year ended December 31,
1995 due mainly to the Star, Crown, CALP and Sammons Acquisitions.  Interest
expense for the year ended December 31, 1994 increased from $28,105,000 to
$82,911,000 for 1995, as borrowings, excluding capital leases, increased from
$327,264,000 at December 31, 1994 to $1,406,006,000 at December 31, 1995. 
The weighted average interest rate on all outstanding indebtedness was 11.0%
and 11.6% for the twelve months ended December 31, 1994 and December 31,
1995, respectively.  The sale of the San Angelo Systems on June 30, 1995
resulted in a gain of approximately $26,409,000, which is included in other
income (see note 2 of the Notes to the Consolidated Financial Statements). 


     No losses were allocated to the subsidiary limited partner interests for
the year ended December 31, 1995 compared to allocated losses of $6,034,000
for the year ended December 31, 1994, primarily due to the conversion of
certain subsidiary limited partner interests into MCC partnership units in
July 1994.  The loss before subsidiary limited partner interests and
extraordinary item for the year ended  December 31, 1995, was $44,421,000,
compared to a loss before subsidiary limited partnership interests and
extraordinary item of $34,337,000 for the year ended December 31, 1994.  The
change in loss between the last two years is due to the factors discussed
above.  The Company recognized losses of $8,395,000 and $2,307,000 from the
write-off of debt issuance costs from the early retirement of the outstanding
balance under its previous credit agreements for the years ended December 31,
1995 and 1994, respectively.

     As a result of the changes explained in the foregoing paragraphs, EBITDA
increased from $31,129,000 for the year ended December 31, 1994 to
$96,270,000 for the year ended December 31, 1995. 

Liquidity and Capital Resources

     The Company has grown significantly over the past several years through
acquisitions as well as through upgrading, extending and rebuilding its
existing cable television systems.  Since expansion by means of these methods
is capital intensive, the Company has relied upon various sources of
financing to meet its funding needs.  These sources have included
contributions from equity investors, borrowings under various debt
instruments and positive cash flows from operations.

     As of December 31, 1996, unreturned capital contributions from equity
investors totaled approximately $493,327,000.  There was no capital
contributed from equity investors during 1996.  The Company has an aggregate
of $1,438,471,000 of indebtedness outstanding in the form of the 11 7/8%
Debentures, 13 1/2% Notes, 14 1/4% Notes, borrowings under its Senior Credit
Facility and capital lease obligations.  The Company has an additional
$243,000,000 of borrowing capacity under its Revolving Credit Facility.  Cash
flows generated from operating activities have been positive over the past
three years and increased from $15,889,000 and $86,030,000 in 1994 and 1995,
respectively, to $118,986,000 in 1996.  Funding from equity contributions,
borrowings and positive cash flows from operations have been sufficient to
meet the Company's debt service, working capital and capital expenditure
requirements including the purchase costs incurred in connection with all of
the completed acquisitions.  

     The Company's most significant need for capital in the next year will
be to finance the planned system upgrades, rebuilds and extensions and the
purchase of modems and home terminal devices for use in customers' homes. 
Certain of the Company's systems will be upgraded or rebuilt principally to
860 MHz or 750 MHz capability over the next three years to allow for
additional programming and service offerings through networks characterized
by such bandwidth capacity.  Capital expenditures are expected to approximate
$167,000,000 (or $139 per customer) in 1997.  Such expenditures include
certain upgrade and rebuild projects occurring principally in the Company's
cable systems located in Alabama, California, Wisconsin and Texas.  Ongoing
capital expenditures in excess of these rebuild amounts are consistent with
current costs to extend and maintain the existing networks.  The Company
expects to fund these capital expenditures through cash generated from
operations and available borrowings under the Revolving Credit Facility.

     Cash interest is payable monthly, quarterly and semiannually on
borrowings outstanding under the Company's Senior Credit Facility and the 11
7/8% Debentures.  No cash interest is payable on the 13 1/2% Notes until
February 1, 2000 and no cash interest is payable on the 14 1/4% Notes until
December 15, 2000.  Maturities of all long-term debt total approximately
$383,764,000 over the next five years.  The Company expects to cover both
interest and principal payments on its long-term obligations through
internally generated funds.  

     On March 14, 1997, the Company entered into an agreement to amend its
Senior Credit Facility.  The amendment provides for, among other items, a
reduction in the interest rate margins under the Senior Credit Facility as
well as increased flexibility for the Company as it relates to investments,
permitted lines of businesses and the incurrence of unsecured indebtedness. 
In addition, the availability under the Revolving Credit Facility was
increased by $50,000,000.

Recent Accounting Pronouncements

     In June 1996, the Financial Accounting Standards Board issued SFAS No.
125, "Transfers of Financial Assets and Extinguishments of Liabilities". 
SFAS No. 125 provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities.  The
provisions of SFAS No. 125 are generally effective for transactions occurring
after December 31, 1996, however, the effective adoption of SFAS No. 125 is
not expected to have a material impact on the Company's financial statements
and related disclosures.

Inflation

     Based on the FCC's current rate regulation standards, an inflation
factor is included in the benchmark formula in establishing the initial
permitted rate.  Subsequent to establishing the initial rate, an annual rate
increase based on the year-end inflation factor is permitted.  In addition
to annual rate increases, certain costs over the prescribed inflation
factors, defined by the FCC as "external costs", may be passed through to
customers.

     Certain of the Company's expenses, such as those for wages and benefits,
equipment repair and replacement, and billing and marketing generally
increase with inflation.  However, the Company does not believe that its
financial results have been adversely affected by inflation.  Periods of high
inflation could have an adverse effect to the extent that increased borrowing
costs for floating rate debt may not be offset by increases in revenues.  As
of December 31, 1996, the Company has $205,000,000 of outstanding borrowings
under its Senior Credit Facility which are subject to floating interest
rates.  The rates are based on either the Eurodollar rate, prime rate or CD
base rate, plus a margin of up to 2.75% subject to certain adjustments based
on the ratio of Operating's total debt to annualized operating cash flow.  

     To reduce the impact of changes in interest rates on its floating rate
long-term debt, the Company entered into certain interest rate swap
agreements with certain of the participating banks under the Senior Credit
Facility.  At December 31, 1996, interest rate swap agreements covering a
notional balance of $650,000,000 were outstanding.  These outstanding swap
agreements mature during 1997 and 1998 and require the Company to pay a fixed
rate of 5.77% to 5.81%, plus the applicable interest rate margin.  Extensions
for additional periods are available within the swap agreements at the option
of the counter parties.  

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements of the Company required under
Regulation S-X are set forth herein commencing on page F-1.


ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

     None.

                                  PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

Director and Executive Officers of Marcus Cable Properties, Inc.

     The sole director and executive officers of MCPI, which as the sole
general partner of the General Partner is responsible for the overall
management of the business and operations of the Company, are:

<TABLE>
<CAPTION>

Name                           Age      Position
<S>                            <C>      <C>
Jeffrey A. Marcus              50       President and Chief Executive Officer

Louis A. Borrelli, Jr.         41       Executive Vice President and Chief
                                        Operating Officer

Thomas P. McMillin             35       Senior Vice President and Chief 
                                        Financial Officer

Richard A. B. Gleiner          44       Senior Vice President, Secretary and
                                        General Counsel

David L. Hanson                48       Senior Vice President of Operations 

Edwin F. Comstock, III         44       Vice President of Operations

J. Christian Fenger            42       Vice President of Operations

Steven P. Brockett             46       Vice President of Operations - 
                                        Administration 

Cynthia J. Mannes              38       Vice President of Human Resources and
                                        Administration

David M. Intrator              41       Vice President of Marketing and
                                        Programming

John C. Pietri                 47       Vice President of Engineering and
                                        Technology

John P. Klingstedt, Jr.        34       Vice President and Controller

Daniel J. Wilson               32       Vice President of Finance and Development

Susan C. Holliday              31       Vice President of Regulatory Compliance
                                        and Planning
</TABLE>

     The following sets forth certain biographical information with respect
to the director and executive officers of MCPI:

     Jeffrey A. Marcus, is President and Chief Executive Officer of MCPI, is
a cable television industry executive with more than 28 years of experience
in system operations and ownership, who founded the Company in 1990.  Mr.
Marcus had previously founded Marcus Communications, Inc. in 1982, a cable
television company that ultimately served and managed over 160,000 customers
by the time of its 1988 merger into publicly held Western Tele-Communications,
Inc.  The combined companies were renamed WestMarc Communications, Inc.
("WestMarc"), and grew to serve over 550,000 customers
during the period when Mr. Marcus served as WestMarc's Chairman and Chief
Executive Officer.  Mr. Marcus exchanged his interest in WestMarc at the end
of 1988 for cable television systems in Wisconsin which were operated from
1989 until August 1990 by Marcus Communications, Inc.  These Systems were
subsequently contributed to the Company as part of the acquisition of the
Wisconsin Systems.  Prior to forming the original Marcus Communications, Inc.
in 1982, Mr. Marcus co-founded Communications Equity Associates ("CEA") in
1975.  From its inception until 1982, when Mr. Marcus sold his interest in
the company, CEA grew to become the second-largest brokerage firm in the
cable television industry.  Mr. Marcus also served as Director of Sales for
Teleprompter Corporation from 1973 to 1975, as Vice President of Marketing
for Sammons Communications, Inc. from 1971 to 1973 and as the owner of Markit
Communications, Inc., a cable marketing and installation company, from 1969
to 1971.

     Long active in state and national cable television industry matters and
community affairs, Mr. Marcus serves as a member of the board of directors
for the National Cable Television Association ("NCTA"), the Cable Television
Association ("CATA"), the Cable Television Advertising Bureau, Cable in the
Classroom,  CSPAN, Chancellor Broadcasting and Brinker International.  He has
also served as Executive Director of the Minnesota and Wisconsin Cable
Television Associations, as a Director of Daniels & Associates, one of the
cable television industry's largest brokerage and investment services
companies, and as Director of TCI Northeast, Inc., a subsidiary of
TeleCommunications, Inc.

     Louis A. Borrelli, Jr. is Executive Vice President and Chief Operating
Officer of MCPI, with responsibility for the Company's general operations as
well as strategic planning.  From October 1989 to March 1994, Mr. Borrelli
served as Senior Vice President of MCPI.  Mr. Borrelli has had an extensive
18 year career in the cable television industry, with specific expertise in
the marketing, programming and operations areas.  Mr. Borrelli joined Marcus
Communications, Inc. in 1986 as Director of Operations.  In connection with
the 1988 WestMarc merger, he was appointed as a Vice President - Operations
for WestMarc, with responsibility for a division of cable systems serving
200,000 customers.  In October 1989 Mr. Borrelli returned to Marcus
Communications, Inc. as Senior Vice President.  

     From 1978 to 1986, Mr. Borrelli served in various capacities for the
predecessor company to United Artists Cable Systems Corp., including service
as the Director of Programming/Marketing from 1984 to 1986. There he
coordinated all programming and marketing activities and the development of
new revenue opportunities such as advertising sales and pay-per-view.  Long
active in the cable television industry, Mr. Borrelli is a member of the
Cable Television Administration and Marketing Society ("CTAM"), and has
served as President of CTAM's South Central region, Director of CTAM's
National Board and Chairman of CTAM's National Pay-Per-View and Interactive
Media Conference and as Chairman of the Planning and Development Committee
of the Metro Cable Marketing Co-Op, representing over 3 million cable
customers in the New York tri-state area.  He is also a member of the Board
of Directors of TeleSynergy, Women in Telecommunications and the Mentor
Program of the National Association of Minorities in Cable.

      Thomas P. McMillin is Senior Vice President and Chief Financial Officer
of MCPI with responsibility for overseeing all of the financing, accounting,
regulatory and information system aspects of the Company.  He joined the
Company in September 1994, as Vice President of Finance and Development. 
Prior to joining the Company, Mr. McMillin served for three years as Vice
President - Cable Development for Crown Media, a cable television subsidiary
of Hallmark Cards, Inc.  Prior to his position with Crown, Mr. McMillin
served five years in various positions for Cencom Cable Associates,
Inc.("Cencom"), most recently as Vice President - Finance and Acquisitions. 
Prior to joining Cencom in 1987, Mr. McMillin served four years with Arthur
Andersen & Co., certified public accountants.  Mr. McMillin received his
Bachelor of Science Degree in Accountancy from the University of Missouri -
Columbia.

      Richard A. B. Gleiner is  Senior Vice President, Secretary and General
Counsel of MCPI, with responsibility for overseeing all of the legal affairs
of the Company.  Prior to joining the Company in 1994, Mr. Gleiner had been
of counsel to Dow, Lohnes & Albertson, New York, New York from 1988 until
1991, where he was the primary outside counsel to the Company and its
predecessors.  From 1991 until joining Marcus Cable, Mr. Gleiner was in
private practice in Northampton, Massachusetts.  Mr. Gleiner received his
A.B. Degree from Vassar College in 1974, and his J.D. Degree from Boston
University in 1977.

     David L. Hanson is Senior Vice President of Operations of MCPI, with
responsibility for the daily operations of the North Central Region.  Mr.
Hanson is a native of Wisconsin and has spent more than 20 years in the
state's cable television industry designing, building and managing systems. 
Mr. Hanson held a number of technical and management positions with Badger
CATV in Wisconsin from 1973 through 1982, when Badger CATV was acquired by
Marcus Communications, Inc., after which Mr. Hanson was named Wisconsin
Regional Manager of Marcus Communications, Inc.  After the 1988 WestMarc
merger, Mr. Hanson was named a Vice President/Regional Manager of WestMarc,
and he became a Vice President of Marcus Communications, Inc. in 1989 when
Mr. Marcus exchanged his ownership position in WestMarc for the original
Wisconsin systems previously owned by Badger CATV.  Mr. Hanson is a longtime
board member and past President of both the North Central Cable Television
Association (serving Minnesota, Wisconsin, Michigan, Iowa, North Dakota and
South Dakota) and the Wisconsin Cable Communications Association.  He also
has served as a regional Vice-Director on the national board of the Community
Antenna Television Association.

     Edwin F. Comstock, III is Vice President of Operations of MCPI with
responsibility for the daily operations of the Southeast and East Regions. 
Mr. Comstock brings 20 years of experience in the cable television industry
to MCPI.  Prior to joining the Company, he spent his cable career with
Sammons.  Most recently he was the Vice President of Business Development. 
From 1986 to 1993, Mr. Comstock was Vice President of Regional Operations
overseeing all aspects of operations and management of ten cable systems. 
He also served as Director of Operations, in 1986, Manager of Plant
Development, from 1982 to 1986, and Director of Security Operations, in 1982. 
Mr. Comstock holds a Bachelor of Arts degree from Alfred University, Alfred,
New York.

     J. Christian Fenger is Vice President of Operations of MCPI with
responsibility for the daily operations of the Southwest, Midwest and West
Regions.  Mr. Fenger and brings over 16 years of diverse operating experience
in the cable television business.  Prior to joining the Company in the Fall
of 1992, he served as Regional Manager for Simmons Cable TV for its systems
throughout Maryland and Delaware since 1986(including those systems that now
comprise the Company's Delaware/Maryland systems).  Previously, he served
from 1985 to 1986 as General Manager for the Warner Amex cable system in
Nashua, New Hampshire, where he was responsible for upgrading system
operations, and from 1980 to 1985, he served as Marketing Manager for Rogers
Cablesystems in Syracuse, New York.  He has held various volunteer positions
with the Delaware/Maryland/DC Cable Associations and is a past President of
the Board of Directors of Easton Community Television.  Mr. Fenger earned his
undergraduate and Masters Degree in Communications Management from Syracuse
University.

     Steven P. Brockett is Vice President of Operations - Administration,
with responsibility for the coordination of operating activities common to
all operating Regions.  Prior to joining the Company in February of 1995, Mr.
Brockett worked for two years as Vice President - Administration and one year
as Vice President - Controller for Crown.  Mr. Brockett began his cable
career in 1978 with Heritage Communications, Inc., where he gained experience
in both Accounting (Cable Division Controller) and Operations (Director of
System Training).  Mr. Brockett has held various positions at the cable
system operating level including System Controller in New Castle County,
Delaware (125,000 customers).  Mr. Brockett holds a Bachelors of Science
Degree in Accountancy from the University of South Dakota and is an active
member of the Cable Television Administration Marketing Society (National and
Texas).

     Cynthia J. Mannes is Vice President of MCPI, with responsibility for
human resources, employee benefits, general administration and insurance
matters.  Ms. Mannes began her cable television career in 1984 as a
receptionist with Marcus Communications, Inc., expanding her role with the
Company in later years by becoming Assistant to the President, with
responsibility for corporate administration.  Upon the merger of Marcus
Communications, Inc. with WestMarc in 1988, Ms. Mannes was named Assistant
to the Chairman.  At the end of 1988, Ms. Mannes left WestMarc to become Vice
President of Corporate Affairs at Marcus Communications, Inc., with
responsibility for day-to-day operations and administration.  Ms. Mannes is
an active member of  Women in Cable & Telecommunications, Dallas Human
Resource Management Association, and the Cable Television Human Resource
Association.  Ms. Mannes is also a charter fellow of The Betsy Magness
Leadership Institute.

     David M. Intrator is Vice President of Marketing and Programming with
responsibility for the Company's programming, marketing, advertising sales
and ancillary revenue business.  Prior to joining the Company in October of
1994, Mr. Intrator has had a diverse 15 year career in the cable television
industry, managing systems for Acton, Capital Cities, Post-Newsweek and
Centel, and working in cable programming with Home Shopping Network, where
he was Director, Affiliate Relations from 1986 to 1990 and with Viewer's
Choice Pay-Per-View where he was Vice President, Affiliate Relations from
1990 to 1994. Mr. Intrator is a member of the Cable Television Administration
and Marketing Society ("CTAM") and is a Board member of the CTAM Texas
chapter. Mr. Intrator is a graduate of the University of Connecticut and
holds a Masters Degree in Public Administration from the Maxwell School of
Public Administration of Syracuse University.

     John C. Pietri is Vice President of Engineering and Technology of MCPI,
with responsibility for the technical operations and standards of the
Company's cable television systems including: new construction and rebuild
projects; routine maintenance and installation practices; capital control and
purchasing; and regulatory compliance and reporting.  Mr. Pietri has spent
the past 19 years in the cable television industry in a variety of technical
management positions.  Prior to joining the Company, Mr. Pietri was Regional
Plant Manager for WestMarc, managing all technical operations, budgeting and
purchasing.  Mr. Pietri also held positions as Operations Manager of
Minnesota Utility Contracting, General Manager of Double "A" Enterprises and
President of the Milwaukee Division of Mullen Communications Construction
Company. Mr. Pietri attended the University of Wisconsin.

     John P. Klingstedt, Jr. is Vice President and Controller of MCPI, with
responsibility for the accounting and financial reporting of the Company. 
Mr. Klingstedt joined Marcus Communications, Inc. in 1987 and became
Controller in 1989, with the election to Vice President following in 1994. 
Mr. Klingstedt holds a Bachelors of Science Degree in Accountancy from
Oklahoma State University and is a member of the Cable Television Tax
Professionals Institute and the National Cable Television Association
Accounting Committee.  

     Daniel J. Wilson is Vice President of Finance and Development with
responsibility for the treasury, finance and acquisition and divestiture
activities of the Company.  Mr. Wilson joined MCPI in March 1995 as Director
of Finance and Development and was promoted to Vice President of Finance and
Development in June 1995.  Prior to joining the Company, Mr. Wilson served
for three years in various positions at Crown, including as Director of
Regulatory Affairs and Director of Finance and Development.  Prior thereto,
Mr. Wilson served for three years in various positions with Cencom, most
recently as Senior Financial Analyst.  Prior to joining Cencom in 1989, Mr.
Wilson served for four years with Arthur Andersen & Co., certified public
accountants.  Mr. Wilson received his Bachelor of Science in Business
Administration with majors in Finance and Accounting from Saint Louis
University.

     Susan C. Holliday is Vice President of Regulatory Compliance and
Planning of MCPI, with responsibility for all FCC rate regulatory compliance
and procedures; the budgeting process and operational audit procedures. 
Prior to joining the Company in 1993, Ms. Holliday had been an audit manager
with KPMG Peat Marwick.  Ms. Holliday holds a Bachelors Degree in Business
Administration with concentration in Accounting from the College of William
and Mary, and is a Certified Public Accountant (CPA).

ITEM 11.  EXECUTIVE COMPENSATION

     MCPI presently does not pay any compensation to its director or
officers.  The executives of MCPI are compensated in their capacity as
officers of Operating.  The following table summarizes the compensation paid
by Operating to its Chief Executive Officer and to each of its four other
most highly compensated executive officers receiving compensation in excess
of $100,000 for services rendered during the fiscal years ended December 31,
1994, 1995, and 1996.

<TABLE>
                         SUMMARY COMPENSATION TABLE
<CAPTION>

                                         Annual   Compensation    All Other
Name and Principal Position   Year       Salary       Bonus    Compensation (1)

<S>                           <C>       <C>       <C>          <C> 
Jeffrey A. Marcus             1994      $163,949    $200,000     $575,765(2)
  President and               1995      $583,196        -            -   
  Chief Executive Officer     1996      $980,781    $500,000      $38,186(3)

Louis A. Borrelli, Jr.        1994      $176,275    $263,942       $4,620(3)
  Executive Vice President,   1995      $276,235    $185,000       $6,464(3)
  Chief Operating Officer     1996      $353,099     $52,000      $15,377(3)

Thomas P. McMillin            1994       $36,050     $69,567         -      
  Senior Vice President,      1995      $172,680    $200,000       $6,214(3)
  Chief Financial Officer     1996      $255,000     $32,000      $15,244(3)

Richard A.B. Gleiner          1994       $48,799     $10,667         -        
  Senior Vice President,      1995      $170,816    $200,000       $6,526(3)
  General Counsel             1996      $220,673     $32,000      $16,662(3)

David L. Hanson               1994       $86,034     $93,380       $2,368(3)
  Senior Vice President       1995      $150,350     $55,000      $17,646(3)
  of Operations               1996      $155,263     $40,000      $19,024(3)

<FN>                       
(1)    During 1995: (a) Mr. Marcus was issued 16,670 Employee Units with a Strike Price
       (hereinafter defined) of $1,750 per Unit (the "Series II Employee Units"); (b) Mr.
       Borrelli was issued 1,235 Series II Employee Units; (c) Mr. McMillin was issued 973.7
       Employee Units with a Strike Price of $1,600 per Unit (the "Series I Employee Units") and
       1,035 Series II Employee Units; (d) Mr. Gleiner was issued 973.7 Series I Employee Units
       and 300 Series II Employee Units; and (e) Mr. Hanson was issued 110 Series I Employee
       Units.  Mr. Marcus' Employee Units are fully vested.  The Series I Employee Units issued
       in 1995 vested 20% on the date of issuance and the remaining 80% will vest in equal
       amounts on the first through fourth anniversaries of the date of issuance thereof.  The
       Series II Employee Units issued in 1995 (other than those held by Mr. Marcus) vest 10%,
       10%, 20%, 30% and 30% on November 1, 1996, 1997, 1998, 1999 and 2000, respectively. The
       first year in which Employee Units were issued was 1995.  The Company believes that the
       Employee Units issued in 1995 and 1996 have no current value.  See "Incentive Performance
       Plans-Employee Unit Plan" and "Security Ownership of Certain Beneficial Owners and
       Management-Principal Security Holders."
(2)    Represents distribution to Jeffrey A. Marcus and Nancy C. Marcus as the stockholders of
       the Management Company.  MCPI, which is owned by Mr. and Mrs. Marcus, had contracted with
       the Company to provide services relating to the planning and negotiation of acquisitions
       in the merger of Marcus Management, Inc. into MCPI in December 1993. 
(3)    Represents the employer matching contribution under the Company's 401(k) matched savings
       plan, vehicle expense for each of the executive officers named other than Mr. Marcus and
       the value of term life insurance premiums paid by the Company for the benefit of the named
       executive. See "Management-Pension and Profit Sharing Plans".  Other compensation for Mr.
       Marcus also includes amounts paid by the Company for airplane usage.  Other compensation
       for Mr. Hanson and Mr. Gleiner also includes amounts paid by the Company for relocation
       expenses incurred in 1995 and 1996.  
</FN>
</TABLE>

Incentive Performance Plans

     Employee Unit Plan.  The General Partner may elect at any time and from
time to time to cause MCC to issue a limited number of Class B Units
designated "Employee Units" to the General Partner or to key individuals
providing services to MCC or any of its subsidiaries.  Employee Units will
be issued in series, as more fully described in the partnership agreement of
MCC.  A series generally will not be entitled to distributions until such
time as all units (other than Convertible Preference Units and subsequently
issued Employee Units) outstanding at the date of a given distribution will
have been distributed an amount equal to the product of all such units
outstanding on the date of a given distribution multiplied by a specified
price (the "Strike Price") related to such Employee Units.  The General
Partner is authorized to issue (and reissue to the extent forfeited) up to
a total of 31,517 Employee Units.  As of March 26, 1997, MCC had issued 
5,602.2 Employee Units with a $1,600 Strike Price and 22,185.0 Employee Units
with a $1,750 Strike Price.  The General Partner, in its sole discretion, may
determine the other terms and conditions (e.g., vesting, forfeiture and
restrictions on transfer) governing grants of Employee Units.  The General
Partner may, but is not obligated to, require in connection with the grant
of any Employee Units that the holder thereof grant to the General Partner,
Mr. Marcus or any of their affiliates (i) a right of first refusal on such
holder's Employee Units as well as an option to purchase such holder's
Employee Units upon such holder's termination (voluntary or involuntary) of
employment with MCC or any of its subsidiaries and (ii) a proxy, which is
coupled with an interest and is irrevocable, to vote such holder's Employee
Units in such proxy's sole discretion.  

       Limited Partner Interests in General Partner.  The General Partner has
issued certain limited partner interests in the General Partner ("LP Units")
to key employees of MCC and its subsidiaries without requiring such employees
to make capital contributions to the General Partner.  As of the date hereof,
most of the outstanding LP Units issued are fully vested and all of the
outstanding LP Units will be fully vested by 1999.

       Among the executive officers of MCPI named in the Summary Compensation
Table, Louis A. Borrelli, Jr. and David L. Hanson hold 13.75 and 3.63 vested
LP Units, respectively.  Thomas P. McMillin has been granted 2.50 LP Units
and Richard A.B. Gleiner has been granted 1.00 LP Unit.  40% of Mr.
McMillin's and Mr. Gleiner's LP Units are vested and the remaining 60% will
vest equally on each of April 1, 1997, 1998 and 1999.  No LP Units were
issued during the year ended December 31, 1996.  The total number of units
of general partner interest ("GP Units") will automatically be reduced at
such time as any unvested LP Units vest in order to ensure that the total
number of outstanding GP Units and fully vested LP Units (for which no
capital contribution was required) does not exceed 100%.

Pension and Profit Sharing Plans

  The Company sponsors a 401(k) plan for its employees that are age 21 or
older and have been employed by the Company for at least six months. 
Employees of the Company can contribute up to 15% of their salary, on a
before-tax basis, with a maximum 1996 contribution of $9,500 (as set by the
Internal Revenue Service).  The Company matches participant contributions up
to a maximum of 2% of a participant's salary.  All employee-participant
contributions and earnings are fully vested upon contribution and Company
contributions and earnings vest 20% per year of employment with the Company,
becoming fully vested after five years.  See "Summary Compensation Table."

Compensation of Directors

  Mr. Jeffrey A. Marcus is not compensated for his service as the sole
director of MCPI.

Compensation Committee Interlocks and Insider Participation

  Mr. Jeffrey A. Marcus, as the president and sole director of MCPI, the
ultimate general partner, sets the compensation of the executive officers of
MCPI in their executive positions with Operating.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                         PRINCIPAL SECURITY HOLDERS
              Security Ownership of Certain Beneficial Owners

       The following table sets forth, as of March 26, 1997, (i) the units
of general partnership interests and limited partnership interests of MCC
constituting a class of voting security and which are owned by the sole
director and executive officers of MCPI and each person who is known to MCC
to own beneficially more than 5% of any class of MCC's partnership interests
and (ii) the units of the equity securities of MCPI and the General Partner
owned by the sole director and executive officers of MCPI named in the
Summary Compensation Table and by the sole director and all executive
officers of MCPI as a group.

<TABLE>
<CAPTION>

              Name and Address of         # of Equivalent
              Beneficial Owners (1)        Units/Shares     % of Class (2)
<S>         <C>                           <C>               <C>
MCC (3)     General Partner                 22,577.99  (4)     6.37%

            Goldman Sachs & Co. 
            Affiliates (5)
            85 Broad Street
            New York, New York  10004      125,866.241 (6)    35.68

            Hicks, Muse, Tate & 
            Furst Equity Fund II, L.P. 
            200 Crescent Court, Suite 1600
            Dallas, Texas  75201            65,714.286        18.63

            Freeman Spogli & Co. 
            Incorporated Affiliates (7)
            11100 Santa Monica Boulevard
            Los Angeles, California  90025  56,428.571        15.99

            Greenwich Street Capital 
            Partners,Inc. Affiliates (8)
            388 Greenwich Street
            New York, New York  10013       27,053.571         7.67

            Jeffrey A. Marcus (9)           50,365.190        14.28

            Louis A. Borrelli, Jr. (10)      1,235.000          *

            Thomas P. McMillin (10)          2,008.700          *

            Richard A. B. Gleiner (10)       1,273.700          *

            David L. Hanson (10)               110.000          *

            Sole Director and Executive 
            Officers as a 
            Group (14 persons)              50,365.190        14.28

MCPI        Jeffrey A. Marcus (9)            1,000.00        100.00%

General 
  Partner   MCPI (9)                            67.25 (11)    66.15%

            Jeffrey A. Marcus                   67.25 (11)    66.15

            Louis A. Borrelli, Jr.              13.75 (12)    13.53

            Thomas P. McMillin                   2.50 (12)     2.46

            Richard A. B. Gleiner                1.00 (12)     0.98

            David L. Hanson                      3.63 (12)     3.57

            Sole Director and Executive 
            Officers as a 

            Group (14 persons)                 100.13         98.50
_______________
<FN>
* Less than 1%.

(1)    The address for the General Partner, MCPI and Messrs Marcus, Borrelli, McMillin, Gleiner
       and Hanson is 2911 Turtle Creek Blvd., Dallas, Texas 75219.

(2)    Assumes all 31,517 Employee Units are outstanding.

(3)    As of the date hereof, all partnership interests in MCC, other than Convertible Preference
       Units, are designated Class B Units.  The interests held by the General Partner are
       comprised of different types of Class B Units which are entitled to different distribution
       rights and, in certain cases, the Class B Units held by the General Partner do not have
       voting rights.  MCC has issued 7,500 Convertible Preference Units which have a general
       distribution preference over the Class B Units and are convertible, initially, into Class
       B Units on a one-for-one basis.  The current ownership of Convertible Preference Units
       is as follows:  Broad Street Investment Fund I, L.P. (5,003.0831 units); Broad Street
       Advancement Corporation (1,260.1681 units); The Goldman Sachs Group, L.P. (586.3515
       units);  Broad Street Strategic Corporation (243.6068 units);  Stone Street Fund 1991,
       L.P. (233.9071 units); Bridge Street Fund 1991, L.P. (77.9690 units);  Stone Street Fund
       1990, L.P. (60.3397 units); and Bridge Street Fund 1990, L.P. (34.5747 units).  All of
       the holders of Convertible Preference Units are affiliates of Goldman Sachs.

(4)    Reflects the General Partner's ownership of 18,848.19 units and 3,729.80 unissued Employee
       Units.

(5)    The current ownership of affiliates of Goldman Sachs of the outstanding Class B Units of
       MCC is as follows:  Broad Street Investment Fund I, L.P. (53,562.116 units); Broad Street
       Investment Fund, L.P. (27,949.580 units); the Goldman Sachs Group, L.P. (7,529.855 units);
       GS Capital Partners II, L.P. (6,705.000 units); Broad Street Acquisition Corporation
       (5,028.885 units);  GS Capital Partners II Offshore Marcus Holding I, L.P. (2,893.000
       units); GS Capital Partners II Marcus Holding I, L.P. (1,503.000 units); Bridge Street
       Fund 1995, L.P. (1,480.000 units);  Broad Street Income Corporation (1,456.490 units);
       Stone Street Fund 1992, L.P. (1,416.686 units); Stone Street Fund 1995, L.P. (1,253.100
       units); Broad Street Funding Corp. (1,026.000 units); Bridge Street Fund 1994, L.P.
       (986.220 units); Stone Street Fund 1994, L.P. (895.740 units); Broad Street Yield
       Corporation (866.080 units); Bridge Street Fund 1992, L.P. (831.163 units); Goldman Sachs
       & Co. (566.000 units);  Stone Street Fund 1990, L.P. (462.834 units); Broad Street
       Exploration Corporation (405.405 units); GS Capital Partners II Offshore, L.P. (370.000
       units); Bridge Street Fund 1990, L.P. (308.272 units); GS Capital Partners II Germany
       Marcus Holding I, L.P. (303.000 units); Stone Street Fund 1991, L.P. (257.670 units);
       Broad Street Empire Corporation (121.618 units); Broad Street Value Corporation (79.497
       units); Stone Street Marcus Holding, Inc. (49.000 units); Participation Subsidiary
       Corporation (46.130 units); and Stone Street 1995 Marcus Holding, Inc. (13.900 units).

(6)    Includes 7,500 Convertible Preference Units.  See note 3 above.

(7)    The current ownership by affiliates of Freeman Spogli & Co. Incorporated of the
       outstanding Class B Units of MCC is as follows:  FS Equity Partners III, L.P. (54,278.285
       units) and MCC International Holdings, Ltd. (2,150.286 units).

(8)    The current ownership by affiliates of Greenwich Street Capital Partners, Inc. of the
       outstanding Class B Units of MCC is as follows:  Greenwich Street Capital Partners, L.P.
       (17,146.840 units);  TRV Employees Fund, L.P. (7,532.012 units); GSCP Offshore Holdings,
       Inc. (1,060.783 units); The Travelers Insurance Company (880.337 units); and The Travelers
       Life and Annuity Company (433.599 units).

(9)    Mr. and Mrs. Marcus own all the issued and outstanding common stock of MCPI, the general
       partner of the General Partner, which stock is subject to a voting trust agreement which
       gives Mr. Marcus the right to vote all of such stock.  Accordingly, the numbers for Mr.
       Marcus reflect all units held by the General Partner.  Additionally, such numbers include
       27,787.20 issued Employee Units.  Mr. Marcus has the right to issue additional authorized
       but unissued or forfeited Employee Units to employees, himself or the General Partner. 
       Mr. Marcus has been granted irrevocable proxies to exercise all voting rights with respect
       to issued Employee Units.  Mr. Marcus is the record owner of 16,600.00 Employee Units. 
       Mr. Marcus' address is 2911 Turtle Creek Boulevard, Suite 1300, Dallas, Texas 75219.

(10)   Reflects the executive officers' ownership of Employee Units.  Such Employee Units are
       subject to certain vesting schedules.  The address for all executive officers is 2911
       Turtle Creek Boulevard, Suite 1300, Dallas, Texas 75219.  

(11)   Reflects the number of GP Units currently owned by MCPI, assuming full vesting of all LP
       Units.

(12)   Reflects the current ownership of vested and unvested LP Units.  Thomas P. McMillin also
       holds 1.50 unvested LP Units and Richard A.B. Gleiner also holds 0.60 unvested LP Units. 
       These units are currently scheduled to vest equally on each of April 1, 1997, 1998 and
       1999.
</FN>
</TABLE>

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   There have been no significant transaction, new relationships or
indebtedness between the Company and related parties during 1996.



                                PART IV

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
<S>     <C>                                                          <C>
(a)     (1) Financial Statements

        Included in this Report:                                     Page

             Independent Auditors' Report                            F-1

             Consolidated Balance Sheets
               December 31, 1996 and 1995                            F-2

             Consolidated Statements of Operations
               Years ended December 31, 1996, 1995, and 1994         F-3

             Consolidated Statements of Partners' Capital (Deficit)
               Years ended December 31, 1996, 1995, and 1994         F-4

             Consolidated Statements of Cash Flows
               Years ended December 31, 1996, 1995, and 1994         F-5

             Notes to Consolidated Financial Statements              F-6

</TABLE>

   Separate financial statements of Operating, as issuer of the 13
   1/2% Notes, have not been presented, as the aggregate net assets,
   earnings and partners' capital (deficit) of Operating are
   substantially equivalent to the net assets, earnings and partners'
   capital (deficit) of the Company and its subsidiaries on a
   consolidated basis.  Additionally, separate financial statements of
   Capital, Capital II and Capital III have not been presented because
   these entities have no operations and substantially no assets or
   equity.

   Financial statement schedules have been omitted because they are
   either inapplicable or the requested information is shown in the
   financial statements or notes thereto.

<TABLE>
<CAPTION>

   (2) Exhibits

   Included in this Report:

      <S>                   <C>
        Exhibit:

        (9)3.1              Fifth Amended and Restated Agreement of
                            Limited Partnership of MCC, dated as of August
                            31, 1995. (Exhibit 99.1)

        (1)3.2              Certificate of Limited Partnership of MCC. 
                            (Exhibit 3.2)

       (11)3.3              First Amended and Restated Agreement of
                            Limited Partnership of Operating, dated as of
                            June 9, 1995.  (Exhibit 3.3)

        (2)3.4              Certificate of Limited Partnership of
                            Operating. (Exhibit 3.20)

        (1)3.5              Certificate of Incorporation of Capital. 
                            (Exhibit 3.16)

        (1)3.6              Bylaws of Capital.  (Exhibit 3.17)

        (2)3.7              Certificate of Incorporation of Capital II.
                            (Exhibit 3.13)

        (2)3.8              Bylaws of Capital II. (Exhibit 3.14)

        (4)3.9              Certificate of Incorporation of Capital III.
                            (Exhibit 3.10)

        (4)3.10             Bylaws of Capital III. (Exhibit 3.11)

        (1)4.1              Form of Indenture by and among MCC, Capital
                            and the U.S. Trust Company of Texas, N.A., as
                            Trustee, related to the 11 7/8% Debentures.
                            (Exhibit 4.1)

        (3)4.2              Indenture by and among MCC, Operating, Capital
                            II and the U.S. Trust Company of Texas, N.A.,
                            as Trustee, relating to the 13 1/2% Notes.
                            (Exhibit 4.1)

        (4)4.3              Indenture by and among MCC, Capital III and
                            Norwest Bank Minnesota National Association,
                            relating to the 14 1/4% Notes. 

       (1)10.1              Investment Banking Agreement, dated as of
                            January 17, 1990, by and among MCC, MCPI,
                            Jeffrey A. Marcus and Goldman Sachs (the
                            "Investment Banking Agreement").  (Exhibit
                            10.8)


       (1)10.2              Amendment to the Investment Banking Agreement,
                            dated as of August 1, 1990.  (Exhibit 10.9)

       (5)10.6              Purchase Agreement, dated as of July 1, 1994
                            between Crown, MCP and the Other Crown Buyers.
                            (Exhibit 10.18).

       (6)10.7              Funding and Adjustment Agreement dated as of
                            January 18, 1995 among Crown and MCP. (Exhibit
                            99.2)

      (10)10.8              Asset Purchase Agreement, dated March 24,
                            1995, among Marcus Cable of San Angelo, L.P.
                            and Teleservice Corporation of America.
                            (Exhibit 10.30)

       (7)10.9              Asset Purchase Agreement dated as of April 5,
                            1995, among MCA and Sammons. (Exhibit 2.1)

       (8)10.10             Unit Purchase Agreement dated as of May 12, 1995, 
                            among MCC, CALP, MCALP, Marcus Cable of
                            Alabama, Inc. and the sellers listed
                            therein.(Exhibit 99.1)

       (9)10.12             Senior Credit Facility. (Exhibit 99.2)

       (4)10.13             1995 Long-Term Incentive Plan (compensatory
                            plan). (Exhibit 10.20)

       (6)10.14             Form of Subscription Agreement for the
                            Purchase and Sale of Class B LP Units dated as
                            of January 11, 1995, among MCC, the General
                            Partner and a new investor. (Exhibit 4.2)

       (3)10.15             Form of Subscription Agreement for the
                            Purchase and Sale of Class B LP Units dated as
                            of April 25, 1995, among MCC and certain
                            customers. (Exhibit 10.17)

          10.16             Form of Amendment to the Senior Credit
                            Facility, dated March 14, 1997.

          12.1              Computation of Ratio of Earnings to Fixed
                            Charges.

          21.1              Subsidiaries.

<FN>   
 (1)    Incorporated by reference to the exhibit shown in parenthesis
        contained in the Registrants' Registration Statement on Form S-1
        (File Nos. 33-67390 and 33-67390-01).

 (2)    Incorporated by reference to the exhibit shown in parentheses
        contained in the Registrants' Registration Statement on Form S-1
        (File Nos. 33-74104 and 33-74104-01).

 (3)    Incorporated by reference to the exhibit shown in parentheses
        contained in the Registrants' Registration Statement on Form S-1
        (File Nos. 33-81008, 33-81008-01 and 33-81008-02).

 (4)    Incorporated by reference to the exhibit shown in parentheses
        contained in the Registrants' Registration Statement on Form S-4
        (File Nos. 33-93808 and 33-03808-01).

 (5)    Incorporated by reference to the exhibit shown in parentheses
        contained in Form 8-K dated July 29, 1994.

 (6)    Incorporated by reference to the exhibit shown in parentheses
        contained in Form 8-K dated January 18, 1995.

 (7)    Incorporated by reference to the exhibit shown in parentheses
        contained in Form 8-K dated April 5, 1995.

 (8)    Incorporated by reference to the exhibit shown in parentheses
        contained in Form 8-K dated May 12, 1995.

 (9)    Incorporated by reference to the exhibit shown in parentheses
        contained in Form 8-K dated August 31, 1995.

(10)    Incorporated by reference to the exhibit shown in parentheses
        contained in Form 10-K dated December 31, 1994.

(11)    Incorporated by reference to the exhibit shown in parentheses
        contained in Form 10-K dated December 31, 1995.
</FN>
</TABLE>

(b)     Reports on Form 8-K:

   None



SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED 
PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE
NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT


   No annual report or proxy statement has been sent to the security
holders of the Company.


<TABLE>

INDEX TO EXHIBITS

<CAPTION>
                                                                                                                 Sequentially
       Exhibit                                                     Numbered
       Number                                                        Page
       <S>                                                         <C> 
   
         (9)3.1     Fifth Amended and Restated Agreement of
                    Limited Partnership of MCC, dated as of
                    August 31, 1995. (Exhibit 99.1)

         (1)3.2     Certificate of Limited Partnership of MCC. 
                    (Exhibit 3.2)

        (11)3.3     First Amended and Restated Agreement of
                    Limited Partnership of Operating, dated June
                    9, 1995.  (Exhibit 3.3)

         (2)3.4     Certificate of Limited Partnership of
                    Operating. (Exhibit 3.20)

         (1)3.5     Certificate of Incorporation of Capital. 
                    (Exhibit 3.16)

         (1)3.6     Bylaws of Capital.  (Exhibit 3.17)

         (2)3.7     Certificate of Incorporation of Capital II.
                    (Exhibit 3.13)

         (2)3.8     Bylaws of Capital II. (Exhibit 3.14)

         (4)3.9     Certificate of Incorporation of Capital III.
                    (Exhibit 3.10)

         (4)3.10    Bylaws of Capital III. (Exhibit 3.11)

         (1)4.1     Form of Indenture by and among MCC, Capital
                    and the U.S. Trust Company of Texas, N.A.,
                    as Trustee, related to the 11 7/8%
                    Debentures. (Exhibit 4.1)

         (3)4.2     Indenture by and among MCC, Operating,
                    Capital II and the U.S. Trust Company of
                    Texas, N.A., as Trustee, relating to the 13
                    1/2% Notes. (Exhibit 4.1)

         (4)4.3     Indenture by and among MCC, Capital III and
                    Norwest Bank Minnesota National Association,
                    relating to the 14 1/4% Notes.

        (1)10.1     Investment Banking Agreement, dated as of
                    January 17, 1990, by and among MCC, MCPI,
                    Jeffrey A. Marcus and Goldman Sachs (the
                    "Investment Banking Agreement"). (Exhibit
                    10.8)

        (1)10.2     Amendment to the Investment Banking
                    Agreement, dated as of August 1, 1990.
                    (Exhibit 10.9)

        (5)10.6     Purchase Agreement, dated as of July 1, 1994
                    between Crown, MCP and the Other Crown
                    Buyers. (Exhibit 10.18)

        (6)10.7     Funding and Adjustment Agreement dated as of
                    January 18, 1995 among Crown and MCP.
                    (Exhibit 99.2)

       (10)10.8     Asset Purchase Agreement, dated March 24,
                    1995, among Marcus Cable of San Angelo, L.P.
                    and Teleservice Corporation of America.
                    (Exhibit 10.30) 

        (7)10.9     Asset Purchase Agreement dated as of April
                    5, 1995, among MCA and Sammons (Exhibit 2.1)

        (8)10.10    Unit Purchase Agreement dated as of May 12,
                    1995, among MCC, MCALP, Marcus Cable of
                    Alabama, Inc. and the sellers listed therein
                    (Exhibit 99.1)

        (9)10.12    Senior Credit Facility. (Exhibit 99.2)

        (4)10.13    1995 Long-Term Incentive Plan (compensatory
                    plan).(Exhibit 10.20)

        (6)10.14    Form of Subscription Agreement for the
                    Purchase and Sale of Class B LP Units dated
                    as of January 11, 1995, among MCC, the
                    General Partner and a new Investor. (Exhibit
                    4.2)

        (3)10.15    Form of Subscription Agreement for the
                    Purchase and Sale of Class B LP Units dated
                    as of April 25, 1995, among MCC and certain
                    customers. (Exhibit 10.17)

         10.16   Form of Amendment to the Senior Credit Facility, 
                 dated March 14, 1997                                   85

         12.1    Computation of Ratio of Earnings to Fixed 
                 Charges.                                               92

         21.1    Subsidiar                                              93

<FN>
 (1)   Incorporated by reference to the exhibit shown in parenthesis
       contained in the Registrants' Registration Statement on Form S-1
       (File Nos. 33-67390 and 33-67390-01).

 (2)   Incorporated by reference to the exhibit shown in parentheses
       contained in the Registrants' Registration Statement on Form S-1
       (File Nos. 33-74104 and 33-74104-01).

 (3)   Incorporated by reference to the exhibit shown in parentheses
       contained in the Registrants' Registration Statement on Form S-1
       (File Nos. 33-81008, 33-81008-01 and 33-81008-02).

 (4)   Incorporated by reference to the exhibit shown in parentheses
       contained in the Registrants' Registration Statement on Form S-4
       (File Nos. 33-93808 and 33-93808-01).

 (5)   Incorporated by reference to the exhibit shown in parentheses
       contained in Form 8-K dated July 29, 1994.

 (6)   Incorporated by reference to the exhibit shown in parentheses
       contained in Form 8-K dated January 18, 1995.

 (7)   Incorporated by reference to the exhibit shown in parentheses
       contained in Form 8-K dated April 5, 1995.

 (8)   Incorporated by reference to the exhibit shown in parentheses
       contained in Form 8-K dated May 12, 1995.

 (9)   Incorporated by reference to the exhibit shown in parentheses
       contained in Form 8-K dated August 31, 1995.

(10)   Incorporated by reference to the exhibit shown in parentheses
       contained in Form 10-K dated December 31, 1994.

(11)   Incorporated by reference to the exhibit shown in parentheses
       contained in Form 10-K dated December 31, 1995.

</FN>
</TABLE>







                  INDEPENDENT AUDITORS' REPORT


The Partners
Marcus Cable Company, L.P.:


We   have   audited   the  accompanying  consolidated   financial
statements of Marcus Cable Company, L.P. as listed in  the  index
in  Item 14(a).  These consolidated financial statements are  the
responsibility    of   the   Partnership's    management.     Our
responsibility  is  to express an opinion on  these  consolidated
financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position  of  Marcus Cable Company, L.P. and subsidiaries  as  of
December  31, 1996 and 1995, and the results of their  operations
and  their  cash  flows for each of the years in  the  three-year
period  ended  December  31, 1996, in conformity  with  generally
accepted accounting principles.





Dallas, Texas
February 21, 1997, except for note 12,
    which is as of March 14, 1997


<TABLE>
           MARCUS CABLE COMPANY, L.P. AND SUBSIDIARIES

                   Consolidated Balance Sheets

                   December 31, 1996 and 1995
                                
                         (in thousands)

<CAPTION>
                    Assets                            1996         1995
<S>                                               <C>          <C>                                                          
Current assets:                                           
 Cash and cash equivalents                        $     6,034  $    17,409
 Accounts  receivable, net of allowance of            
   $1,900 in 1996 and $1,564 in 1995                   17,043       16,946
 Prepaid expenses                                       2,432        1,860
        Total current assets                           25,509       36,215
                                                          
Property and equipment, net (notes 2 and 3)           578,507      538,452
                                                          
Other assets, net (note 4)                          1,083,534    1,185,387
                                                  $ 1,687,550  $ 1,760,054
                                                          
      Liabilities and Partners' Capital                   
                                                          
Current liabilities:                                      
 Current maturities of long-term debt (note 6)    $    41,819  $       339 
 Accrued liabilities (note 5)                          49,405       50,350
 Accrued interest                                      10,664       12,734
        Total current liabilities                     101,888       63,423
                                                          
Long-term debt (note 6)                             1,396,652    1,407,551
Subsidiary limited partner interests (note 7)            (246)        (246)
Partners' capital - redeemable partner           
  interests (note 8)                                  189,256      289,326
                                                          
Commitments and contingencies (notes 6, 8 and 11)                                                 
                                                  $ 1,687,550  $ 1,760,054
</TABLE>

See accompanying notes to consolidated financial statements.

<TABLE>

           MARCUS CABLE COMPANY, L.P. AND SUBSIDIARIES

              Consolidated Statements of Operations
                                
          Years ended December 31, 1996, 1995 and 1994
                                
                         (in thousands)

<CAPTION>
                                         1996         1995        1994
<S>                                 <C>          <C>         <C>                          
Revenues:                                                  
 Cable services                     $  432,172   $  195,004  $   63,629
 Management fees                         2,335        3,290       1,118
        Total revenues                 434,507      198,294      64,747
                                                           
Operating expenses:                                        
 Selling, service and 
  system management                    157,197       68,753      21,660
 General and administrative             73,017       33,271       9,793
 Management fees and expenses
   (note - 9)                               -            -        2,165
 Depreciation and amortization         166,429       83,723      37,412
                                       396,643      185,747      71,030
        Operating income (loss)         37,864       12,547      (6,283)
                                                           
Other (income) expense:                                    
 Interest expense                      144,681       82,911      28,105
 Gain on sale of cable systems
   (note 2)                             (6,442)     (26,409)         -
 Interest income                          (305)        (768)       (407)
 Other, net                                 -          1,234        356
                                       137,934        56,968     28,054
        Loss before subsidiary                     
         limited partner interest                      
         and extraordinary item       (100,070)      (44,421)   (34,337)
                                                           
Subsidiary limited partner
 interests (note 7)                         -             -       6,034
        Loss before extraordinary
         item                         (100,070)      (44,421)   (28,303)
                                                           
Extraordinary item - loss on early                     
  retirement of debt                        -         (8,395)    (2,307)
        Net loss                    $ (100,070)  $   (52,816) $ (30,610) 

</TABLE>

See accompanying notes to consolidated financial statements.


<TABLE>
           MARCUS CABLE COMPANY, L.P. AND SUBSIDIARIES

     Consolidated Statements of Partners' Capital (Deficit)
                                
          Years ended December 31, 1996, 1995 and 1994
                                
                         (in thousands)

<CAPTION>

                         Redeemable Partner Interests
                                             Class B                
                                 General     Limited      Class A       
                                 Partners    Partners     Partner      Total
<S>                             <C>         <C>          <C>        <C>                                      
Balance at December 31, 1993    $  (7,361)  $      -     $ (4,309)  $ (11,670)
  Distribution of preference                                              
    returns on Class A
    units redeemed                     (7)       (721)         -         (728)
  Redemption of Class A units         (25)     (2,519)      1,272      (1,272)
  Conversion of Class A units      (3,844)       (166)      4,010          -
  Issuance of partnership units        -       22,990          -        22,990
  Net loss                        (10,053)    (19,584)       (973)     (30,610)
Balance at December 31, 1994      (21,290)         -           -       (21,290)
 Excess of purchase price over
 carrying value of certain CALP
 assets acquired (note 2)              -      (14,183)         -       (14,183)
 Issuance of partnership units         -      385,000          -       385,000
 Syndication costs                     -       (7,385)         -        (7,385)
 Net loss                            (106)    (52,710)         -       (52,816)
Balance at December 31, 1995      (21,396)    310,722          -       289,326
 Net loss                            (200)    (99,870)         -      (100,070)
Balance at December 31, 1996    $ (21,596)  $ 210,852    $     -    $  189,256

</TABLE>

See accompanying notes to consolidated financial statements.

<TABLE>
           MARCUS CABLE COMPANY, L.P. AND SUBSIDIARIES
              Consolidated Statements of Cash Flows
          Years ended December 31, 1996, 1995 and 1994
                         (in thousands)

<CAPTION>

                                                    1996        1995        1994
<S>                                             <C>         <C>         <C>
Cash flows from operating activities:                       
  Net loss                                      $(100,070)  $ (52,816)  $ (30,610)
  Adjustments to reconcile net loss to net                   
  cash provided by operating activities:                                    
    Extraordinary item - loss on early
    retirement of debt                                 -        8,395       2,307
    Gain on sale of assets                         (6,442)    (26,409)         -
    Depreciation and amortization                 166,429      83,723      37,412
    Accretion of discount on notes                 63,278      43,739      12,264
    Subsidiary limited partner interests               -           -       (6,034)
    Changes in assets and liabilities,                    
     net of effects of acquisitions:
       Accounts receivable                            (70)     (2,610)     (2,411)
       Prepaid expenses                              (574)       (474)       (222)
       Other assets                                  (502)      1,721         495
       Accrued liabilities                         (3,063)     30,761       2,688
         Net cash provided by operating 
          activities                              118,986      86,030      15,889

Cash flows from investing activities:                       
 Escrow deposit on acquisition of
   cable system                                        -           -       (5,000)
 Acquisition of cable systems and                    
   franchises, net of cash acquired               (10,272) (1,455,718)   (139,130)
 Net proceeds from sale of assets                  20,638      65,037          -
 Additions to property and equipment             (110,639)    (42,219)     (6,592)
         Net cash used in investing
          activities                             (110,273) (1,432,900)   (150,722)

Cash flows from financing activities:                       
 Proceeds from long-term debt                      65,338   1,280,003     215,000
 Repayment of long-term debt                      (95,052)   (245,000)    (95,000)
 Contributions by limited partners, net
  of syndication costs                                 -      362,615      22,990
 Payment of debt issuance costs                        -      (38,307)     (9,666)
 Payments on capital leases                          (374)       (360)         -
 Redemption of Class A partner units                   -           -       (2,000)
          Net cash provided by (used in)                     
            financing activities                  (30,088)  1,358,951     131,324

Net increase (decrease) in cash and 
  cash equivalents                                (11,375)     12,081      (3,509)
Cash and cash equivalents at beginning of year     17,409       5,328       8,837
Cash and cash equivalents at end of year        $   6,034   $  17,409   $   5,328
                                                            
Supplemental  disclosure  of  cash  flow 
  information - interest paid                   $  83,473   $  27,591   $  15,868

See accompanying notes to consolidated financial statements.

</TABLE>

           MARCUS CABLE COMPANY, L.P. AND SUBSIDIARIES
                                
           Notes to Consolidated Financial Statements
                                
                   December 31, 1996 and 1995



(1)Summary of Significant Accounting Policies

   (a) General
   
       Marcus  Cable  Company, L.P. ("MCC" or the  "Partnership"),
       a   Delaware   limited   partnership,   and   subsidiaries
       (collectively,  the "Company") was formed on  January  17,
       1990   for   the  purpose  of  acquiring,  operating   and
       developing cable television systems.  The Company  derives
       its  primary  source  of  revenues  by  providing  various
       levels  of  cable television programming and  services  to
       residential  and business customers.  Other  revenues  are
       derived  by providing management services to cable systems
       owned  by  third  parties.  The Company's  operations  are
       conducted through subsidiary partnerships.  In July  1994,
       the  Company  formed Marcus Cable Operating Company,  L.P.
       ("Operating"), a wholly-owned subsidiary.  Operating  acts
       as  a  holding  company  and as general  partner  for  its
       subsidiary operating partnerships.

   (b) Basis of Presentation
   
       The   consolidated   financial   statements   include   the
       accounts  of  MCC  and  its  subsidiary  partnerships  and
       corporations.  All significant intercompany  accounts  and
       transactions   have  been  eliminated  in   consolidation.
       Certain  reclassifications have been made to prior  years'
       consolidated  balances  to conform  to  the  current  year
       presentation.

   (c) Cash Equivalents
   
       For  purposes  of the statement of cash flows, the  Company
       considers  all  highly  liquid investments  with  original
       maturities  of  three months or less at  inception  to  be
       cash  equivalents.   At December 31, 1996  and  1995,  the
       Company   had   cash   equivalents   of   $6,233,000   and
       $21,114,000,  respectively, consisting of certificates  of
       deposit and money market funds.
   
   (d) Property and Equipment
   
       Property  and  equipment are recorded  at  cost,  including
       all  direct  costs  and certain indirect costs  associated
       with  the  construction  of cable television  transmission
       and  distribution systems, and the cost  of  new  customer
       installations.   Maintenance and repairs  are  charged  to
       expense   as  incurred  and  equipment  replacements   and
       betterments are capitalized.
   
       Property  and equipment are depreciated using the straight-
       line  method  based on estimated useful lives as  follows:
       buildings,  15  years; cable systems, 3 to 10  years;  and
       vehicles and other, 3 to 10 years.
   
   (e) Other Assets
   
       Franchise  rights  and  going  concern  value  of  acquired
       cable systems are amortized on a straight-line basis  over
       ten   to   fifteen  years.   The  cost  of  noncompetition
       agreements  is amortized by the straight-line method  over
       the  periods of the respective agreements.  Deferred  debt
       issuance  costs  are amortized to interest  expense  using
       the interest method over the term of the related debt.
   
       The  Company  assesses the recoverability of  goodwill  and
       other   intangible   assets  as  well   as   the   related
       amortization  lives  by determining whether  the  carrying
       value  of the intangible assets can be recovered over  the
       remaining  lives  through  projected  undiscounted  future
       cash  flows.  To the extent that such projections indicate
       that  undiscounted future cash flows are not  expected  to
       be  adequate  to  recover  the  carrying  amounts  of  the
       related   goodwill  and  other  intangible  assets,   such
       carrying  amounts are adjusted for impairment to  a  level
       commensurate  with  the  estimated  fair  value   of   the
       underlying assets.
   
   (f) Revenues
   
       Revenues  from  basic  and premium service  are  recognized
       when the service is provided.
   
       Installation  revenues  are recognized  to  the  extent  of
       direct selling costs incurred.  The remainder, if any,  is
       deferred  and  amortized  to  income  over  the  estimated
       average  period  that  customers are  expected  to  remain
       connected to the cable television system.
   
       Management  fee  revenues are recognized concurrently  with
       the recognition of revenues by the managed cable system.
   
   (g) Income Taxes
   
       The  Company  has  not  provided for federal  income  taxes
       since  such taxes are the responsibility of the individual
       partners.   The  Company's  subsidiary  corporations   are
       subject   to  federal  income  tax  but  either  have   no
       operations  or have experienced net losses and, therefore,
       had no taxable income since their inception.
   
   (h) Subsidiary Limited Partner Interests
   
       Limited   partner  interests  of  subsidiary   partnerships
       which  are  not directly held by the Company are accounted
       for  in  a  manner  similar  to minority  interests.   Net
       income  or  loss  and preference returns  related  to  the
       limited  partner interests of subsidiary partnerships  are
       reflected in the accompanying statements of operations  as
       "subsidiary limited partner interests."
   
   (i) Derivative Financial Instruments
   
       The  Company  has only limited involvement with  derivative
       financial  instruments and does not use them  for  trading
       purposes.  Any derivative financial instruments  are  used
       to  manage well-defined interest rate risk related to  the
       Company's outstanding debt.
    
       As interest  rates  change  under  interest   rate   swap
       agreements,  the differential to be paid  or  received  is
       recognized  as  an  adjustment to interest  expense.   The
       Company  is  not  exposed to credit loss as  its  interest
       rate   swap   agreements   are   with   certain   of   the
       participating  banks  under the  Company's  Senior  Credit
       Facility.    The   fair  value  of  long-term   debt   was
       $1,511,233,000  and $1,511,875,000 at  December  31,  1996
       and 1995, respectively.
   
   (j) Disclosure of Certain Significant Risks and Uncertainties
   
       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  and
       disclosure  of  contingent assets and liabilities  at  the
       date  of the financial statements and the reported amounts
       of  revenues  and  expenses during the  reporting  period.
       Actual results could differ from those estimates.
   
   (k) Impairment  of Long-Lived Assets and Long-Lived  Assets  to
        Be Disposed Of
   
       The  Company  adopted  the  provisions  of  SFAS  No.  121,
       Accounting  for  the Impairment of Long-Lived  Assets  and
       for  Long-Lived Assets to Be Disposed Of,  on  January  1,
       1996.  This Statement requires that long-lived assets  and
       intangibles be reviewed for impairment whenever events  or
       changes   in  circumstances  indicate  that  the  carrying
       amount    of    an   asset   may   not   be   recoverable.
       Recoverability of assets to be held and used  is  measured
       by  a  comparison of the carrying amount of  an  asset  to
       future  net  cash  flows expected to be generated  by  the
       asset.  If such assets are considered to be impaired,  the
       impairment to be recognized is measured by the  amount  by
       which  the carrying amount of the assets exceeds the  fair
       value  of  the  assets.   Assets to  be  disposed  of  are
       reported  at  the  lower of the carrying  amount  or  fair
       value  less costs to sell.  The adoption of this Statement
       did  not have a material impact on the Company's financial
       position, results of operations, or liquidity.
   
(2) Acquisitions and Dispositions

    On  January  11, 1996, the Company completed the  purchase  of
    cable  television systems in Texas for $875,000.  On  July  8,
    1996,  the  Company  acquired  cable  television  systems   in
    Mississippi  for  an aggregate purchase price  of  $2,600,000.
    On  July  31,  1996,  the  Company acquired  cable  television
    systems  in  Indiana  for  a  purchase  price  of  $6,700,000.
    Combined   acquisition   costs   for   these   systems    were
    approximately $97,000.

    On  January  18,  1995, the Company acquired cable  television
    systems  in  Wisconsin  and Minnesota owned  and  operated  by
    Crown  Media,  Inc.  ("Crown") and  Cencom  of  Alabama,  L.P.
    ("CALP")  limited partner units held by Crown for an aggregate
    purchase  price  of  $331,717,000.  On August  31,  1995,  the
    Company  acquired all remaining CALP ordinary limited  partner
    interests  held by outside parties in exchange for convertible
    preference  units  of  MCC  with  a  $15,000,000  distribution
    preference  and caused the redemption of all outstanding  CALP
    special  limited partnership interests and the  retirement  of
    all outstanding bank indebtedness of CALP for $138,280,000  in
    cash.   On  November  1,  1995, the Company  acquired  certain
    cable   television  systems  owned  and  operated  by  Sammons
    Communications,  Inc.  ("Sammons") for  a  purchase  price  of
    $961,701,000 plus direct acquisition costs of $31,187,000  and
    less  assumed  liabilities of $4,524,000.  Other miscellaneous
    acquisitions  of cable television systems were also  completed
    in 1995 for $2,357,000.

    On  July  29,  1994,  the  Company acquired  cable  television
    systems  in  Wisconsin  and Minnesota  from  Star  Cablevision
    Group    ("Star"),   an   unaffiliated   third   party,    for
    $139,232,000.   On  September 1, 1994,  the  Company  acquired
    from   Crown  the  general  partner  interest  in  CALP,   the
    management  contract  pursuant to which the  Company  provided
    management   services  to  CALP,  and   accrued   and   unpaid
    management  fees, for total cash consideration of  $2,878,000.
    Management  fees  earned by the Company under  the  management
    contract  during the years ended December 31,  1995  and  1994
    were $1,082,000 and $532,000, respectively.
 
    The  acquisitions  discussed  above  were  accounted  for   as
    purchases   and,   accordingly,  the  purchase   prices   were
    allocated   to  tangible  and  intangible  assets   based   on
    estimated  fair  market  values at the dates  of  acquisition.
    Fair   market   values  were  determined   using   independent
    appraisers,  or  in  the  case of  the  smaller  acquisitions,
    estimated  based on previous acquisitions.  Operating  results
    of  the  acquired  companies are included in the  accompanying
    financial statements from the dates of acquisition except  for
    operating  results of Crown, which are included as of  January
    1,  1995.   In  connection with the acquisitions, the  Company
    also   assumed   responsibility   for   settling   outstanding
    receivables  and  payables  of the  cable  television  systems
    acquired.    Net  assets  acquired  as  a  result   of   these
    acquisitions are summarized as follows (in thousands):
 
<TABLE>
<CAPTION>
                                        1996         1995          1994
      <S>                             <C>        <C>           <C>                                            
      Working capital deficit         $    -     $  (15,900)   $      -
      Property and equipmen             5,004       485,410       34,147
      Franchise rights                  4,861       959,651       94,437
      Going concern value                  -         33,055       10,412
      Noncompetition agreements           383        12,160          100
      Other assets                         24         1,342        3,014
         Total purchase price (1995                   
          includes $5,000 from 
          escrow paid in 1994 and
          1994 includes $2,980 from 
          escrow paid in 1993)        $10,272    $1,475,718    $142,110

</TABLE>

   Prior  to the final CALP acquisition, certain partners in  MCC
   who  hold  a controlling interest in MCC also held an interest
   in  CALP.   Because  of  this common ownership  interest,  the
   predecessor cost was used to value the assets acquired to  the
   extent of the investment held in CALP by the partners in  MCC.
   A  charge  of $14,183,000 which was made to partners'  capital
   represents  the  excess  of the consideration  paid  over  the
   carrying  value of the investment in CALP held by partners  in
   MCC.   For accounting purposes, such excess is reflected as  a
   reduction in the partners' capital accounts of MCC.

   On  October  11,  1996, the Company sold the cable  television
   systems  operating in Washington for a cash purchase price  of
   $20,638,000,  net of selling costs.  The sale  resulted  in  a
   gain of $6,442,000.

   On  June  30,  1995,  the Company sold  the  cable  television
   systems   operating  in  and  around  San  Angelo,  Texas   to
   TeleService  Corporation of America for a cash purchase  price
   of $65,037,000, net of selling costs.  The sale resulted in  a
   gain of $26,409,000.  Net proceeds from the sale were used  to
   retire  outstanding borrowings under Operating's then existing
   senior credit facility.

   Unaudited pro forma financial information for the years  ended
   December  31,  1996 and 1995 as though the   acquisitions  and
   dispositions discussed above had occurred at January  1,  1995
   follows (in thousands):

<TABLE>
<CAPTION>
                                                     1996           1995
        <S>                                      <C>            <C>                                                
        Revenues                                 $  432,698     $  398,141
        Operating income                             37,310         11,263
        Net loss                                   (100,624)      (140,186)

</TABLE>

(3)Property and Equipment

   Property  and equipment consists of the following at  December
   31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
                                                      1996           1995
        <S>                                       <C>            <C>                                                
        Cable systes                              $ 670,829      $ 567,542
        Vehicles and other                           26,008         19,826
        Land and buildings                           13,256         10,362
                                                    710,093        597,730
        Accumulated depreciation                   (131,586)       (59,278)
                                                  $ 578,507      $ 538,452
</TABLE>

(4)Other Assets

   Other  assets  consist of the following at December  31,  1996
   and 1995 (in thousands):

<TABLE>
<CAPTION>
                                                      1996           1995
        <S>                                     <C>           <C>                                                
        Franchise rights                        $ 1,175,009   $ 1,181,243
        Going concern value of acquired
         cable systems                               45,969        45,856
        Noncompetition agreements                    31,914        32,633
        Debt issuance costs                          43,500        43,246
        Other                                         1,069         1,071
                                                  1,297,461     1,304,049
        Accumulated amortization                   (213,927)     (118,662)
                                                $ 1,083,534   $ 1,185,387
</TABLE>

(5)Accrued Liabilities

   Accrued  liabilities consist of the following at December  31,
   1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
                                                      1996         1995
   <S>                                             <C>         <C>        
   Accrued property taxes                          $  3,830    $  3,552
   Accrued acquisition costs                          2,838       3,438
   Accrued programming cost                           8,301       8,371
   Accrued franchise fees                             9,429       8,730
   Accrued operating liabilities                     20,377      18,916
   Other accrued liabilities                          4,630       7,343
                                                   $ 49,405    $ 50,350
</TABLE>

(6)Long-term Debt

   The  Company  has  outstanding borrowings  on  long-term  debt
   arrangements  at  December 31, 1996 and 1995  as  follows  (in
   thousands):

<TABLE>
<CAPTION>
                                                      1996         1995
     <S>                                         <C>          <C>                                                   
     Senior Credit Facility                      $  855,000   $  885,000
     13 1/2% Senior Subordinated Discount Notes     295,119      258,979
     14 1/4% Senior Discount Notes                  185,862      162,027
     11 7/8% Senior Debentures                      100,000      100,000
     Capital leases and other notes                   2,490        1,884
                                                  1,438,471    1,407,890
     Less current maturities                         41,819          339
                                                 $1,396,652   $1,407,551
</TABLE>

   On  August  31,  1995,  the Company entered  into  the  Senior
   Credit  Facility, which provides for two term loan facilities,
   one  of  which is in the principal amount of $490,000,000  and
   matures  on December 31, 2002 ("Tranche A") and the  other  of
   which  is in the principal amount of $300,000,000 and  matures
   on  April  30, 2004 ("Tranche B").  The Senior Credit Facility
   provides  for  scheduled amortization of  the  two  term  loan
   facilities  beginning in September 1997.   The  Senior  Credit
   Facility  also  provides for a $310,000,000  Revolving  Credit
   Facility,  with  a  maturity date of December  31,  2002.   At
   December  31,  1996,  there  were borrowings  of  $790,000,000
   under  the two term loan facilities and $65,000,000 under  the
   Revolving  Credit  Facility.  Amounts  outstanding  under  the
   Senior  Credit  Facility  bear  interest  at  either  the   i)
   Eurodollar rate, ii) prime rate or iii) CD base rate, in  each
   case  plus  a  margin  of  up  to  2.75%  subject  to  certain
   adjustments  based on the ratio of Operating's total  debt  to
   annualized  operating cash flow, as defined.  At December  31,
   1996,  borrowings  under  the  Senior  Credit  Facility   bore
   interest  at  rates  ranging from 6.75%  to  8.25%  under  the
   Eurodollar  rate  option.  The Senior Credit  Facility,  among
   other  things, provides for (i) a pledge by Operating  of  all
   partnership    interests   in   the    subsidiary    operating
   partnerships  and (ii) a pledge by Operating  of  intercompany
   notes  payable to it by the subsidiary operating partnerships.
   All  borrowings  outstanding under the Senior Credit  Facility
   are  guaranteed  by  MCC on an unsecured basis.   The  Company
   pays  a  commitment  fee  of .250%  to  .375%  on  the  unused
   commitment  under  the  facilities.  Commitment  fees  on  the
   unused  portion  of  credit facilities amounted  to  $866,000,
   $788,000  and $225,000 for the years ended December 31,  1996,
   1995 and 1994, respectively.

   On  June  9,  1995, MCC issued $299,228,000 of 14 1/4%  Senior
   Discount  Notes  due December 15, 2005 (the "14  1/4%  Notes")
   for  net  proceeds  of $150,003,000.  The 14  1/4%  Notes  are
   unsecured  and  rank  pari passu to  the  11  7/8%  Debentures
   (defined  below).   The 14 1/4% Notes are  redeemable  at  the
   option of MCC at amounts  decreasing from 107% to 100% of  par
   beginning  on  June 15, 2000.  No interest  is  payable  until
   December  15,  2000.   Thereafter  interest  is  payable  semi
   annually  until maturity.  The discount on the 14  1/4%  Notes
   is  being accreted using the interest method.  The unamortized
   discount  was  $113,365,000 and $137,201,000 at  December  31,
   1996  and 1995, respectively.  Proceeds from the 14 1/4% Notes
   were  used  to retire outstanding borrowings under Operating's
   then existing senior credit facility.

   On  July  29,  1994,  the Company, through  Operating,  issued
   $413,461,000  face  amount  of  13  1/2%  Senior  Subordinated
   Discount  Notes due August 1, 2004 (the "13 1/2%  Notes")  for
   net  proceeds  of  approximately $215,000,000.   The  13  1/2%
   Notes   are   unsecured,  are  guaranteed  by  MCC   and   are
   redeemable, at the option of Operating, at amounts  decreasing
   from  105%  to 100% of par beginning on August  1,  1999.   No
   interest  is  payable on the 13 1/2% Notes until  February  1,
   2000.   Thereafter,  interest  is payable  semiannually  until
   maturity.   The  discount  on  the  13  1/2%  Notes  is  being
   accreted  using the interest method.  The unamortized discount
   was  $118,341,000 and $154,482,000 at December  31,  1996  and
   1995,  respectively.  Proceeds from the  13  1/2%  Notes  were
   used  to  retire  outstanding borrowings under  the  Company's
   then  existing  senior credit facility and to  fund  the  1994
   acquisitions.

   On   October   13,  1993,  the  Company  issued   $100,000,000
   principal  amount of 11 7/8% Senior Debentures due October  1,
   2005  (the "11 7/8% Debentures").  The 11 7/8% Debentures  are
   unsecured  and are redeemable at the option of the Company  on
   or  after October 1, 1998 at amounts decreasing from 105.9% to
   100% of par at October 1, 2002, plus accrued interest, to  the
   date  of  redemption.  Interest on the 11 7/8%  Debentures  is
   payable  semiannually  each  April  1  and  October  1   until
   maturity.   Proceeds  from  the 11 7/8%  Debentures,  together
   with  borrowings  under  the Company's  then  existing  senior
   credit   facility,   were  used  to  repay   indebtedness   of
   subsidiary  operating partnerships and to redeem  certain  MCC
   preference units.

   The  14  1/4%  Notes,  13 1/2% Notes, 11 7/8%  Debentures  and
   Senior  Credit  Facility all require the  Company  and/or  its
   subsidiaries  to  comply  with  various  financial  and  other
   covenants, including the maintenance of certain operating  and
   financial   ratios.   These  debt  instruments  also   contain
   substantial    limitations    on,    or    prohibitions    of,
   distributions,  additional indebtedness,  liens,  asset  sales
   and certain other items.

   The   Company   entered  into  certain  interest   rate   swap
   agreements with certain of the participating banks  under  the
   Company's  Senior  Credit Facility  in  order  to  reduce  the
   impact of changes in interest rates on its floating rate long-
   term   debt.   At  December  31,  1996,  interest  rate   swap
   agreements  covering  a notional balance of  $650,000,000  are
   outstanding.  These outstanding swap agreements mature  during
   1997  and 1998 and require the Company to pay a fixed rate  of
   5.77%  to  5.81% while the counterparty pays a  floating  rate
   based  on  the  one or three-month London Interbank  Borrowing
   Offered  Rate  ("LIBOR").  Extensions for  additional  periods
   are  available  at  the option of the counterparties.   During
   the  year  ended  December 31, 1996,  the  Company  recognized
   additional  expenses under its interest rate  swap  agreements
   of  $130,000.   During the year ended December 31,  1995,  the
   Company  recognized  benefits of $95,000  under  its  interest
   rate  swap  agreements.  There are no significant  differences
   between  the  fair value and carrying value  of  the  interest
   rate swaps.

   A  summary of the future maturities of long-term debt  follows
   (in thousands):

<TABLE>
<CAPTION>
            <S>                      <C>
            1997                     $      41,819
            1998                            68,124
            1999                            78,134
            2000                            89,405
            2001                           106,255
            Thereafter                   1,054,734
                                     $   1,438,471
</TABLE>

(7) Subsidiary Limited Partner Interests

    Subsidiary   limited  partner  interests   represent   limited
    partner  units of the subsidiary partnerships held by entities
    affiliated  with,  but  not a part  of,  the  Company.   These
    limited  partner  units have voting rights and  share  in  the
    profit  or  loss of the respective partnerships.   Certain  of
    the  subsidiary  limited partner interests receive  preference
    returns   on  their  capital  contributions.   A  summary   of
    transactions  in  subsidiary limited partner interests  during
    the   three   years  ended  December  31,  1996  follows   (in
    thousands):

<TABLE>
<CAPTION>
 
                                               1996     1995      1994
     <S>                                     <C>       <C>      <C>                                                          
     Balance at beginning of year            $(246)    $(246)   $ 5,788
     Accrued preference returns (through
      July 29, 1994)                            -         -         764
     Net loss                                   -         -      (6,798)
     Balance at end of year                  $(246)    $(246)   $  (246)

</TABLE>

   Certain  subsidiary limited partner interests  were  allocated
   losses  in  excess of their contributed capital to the  extent
   that  the  fair value of assets contributed by the  subsidiary
   limited  partners  exceeded the book  value  at  the  date  of
   contribution.  As of July 29, 1994, preference returns are  no
   longer accrued on subsidiary limited partner interests.

(8) Partners' Capital - Redeemable Partner Interests

    (a)Classes of Partnership Interests
   
       The    MCC    partnership   agreement   (the   "partnership
       agreement")  requires the dissolution of  the  Partnership
       no  later  than December 31, 2005, unless extended  on  an
       annual basis by the affirmative vote of holders of 51%  or
       more  of  the  outstanding Class B Units and  the  written
       consent of the General Partner.  Class B Units consist  of
       General  Partner  Units ("GP Units") and  Limited  Partner
       Units  ("LP  Units").  GP Units include GP Profits  Units,
       DCA  Class B Units and Class B Units, and LP Units consist
       of  Class  B  LP Units.  To the extent that GP Units  have
       the  right  to  vote,  GP  Units vote  as  Class  B  Units
       together with Class B LP Units.  Voting rights of Class  B
       LP   Units  are  limited  to  items  specified  under  the
       partnership  agreement  including,  but  not  limited  to,
       certain  amendments  to  the  partnership  agreement,  the
       issuance  of  additional GP Profits Units or  Class  B  LP
       Units,  dissolution of the Partnership or removal  of  the
       General  Partner.  At December 31, 1996, 294,937.67  Class
       B LP Units and 18,848.19 GP Units were outstanding.
   
       The  partnership agreement also provides for  the  issuance
       of  a  class of Convertible Preference Units.  These units
       are  entitled  to  a general distribution preference  over
       the  Class B LP Units and are convertible into Class B  LP
       Units.   The  Convertible Preference Units  vote  together
       with  Class  B  Units as a single class,  and  the  voting
       percentage  of  each  Convertible Preference  Unit,  at  a
       given  time,  will be based on the number of  Class  B  LP
       Units into which such Convertible Preference Unit is  then
       convertible.  In connection with the acquisition  of  CALP
       in  August  1995, MCC issued 7,500 Convertible  Preference
       Units  with a distribution preference and conversion price
       of $2,000 per unit.
   
       The  partnership agreement permits the General Partner,  at
       its  sole discretion, to issue up to 31,517 Employee Units
       (classified   as   Class  B  Units)  to  key   individuals
       providing  services  to the Company.  Employee  Units  are
       not  entitled  to  distributions until such  time  as  all
       units   have  received certain distributions as calculated
       under    provisions    of   the   partnership    agreement
       ("subordinated  thresholds").  At December  31,  1996  and
       1995,  27,758.2 and 27,705.2 Employee Units, respectively,
       were  outstanding  with a subordinated  threshold  ranging
       from  $1,600  to  $1,750 per unit.  The  Company  believes
       that the Employee Units issued have no current value.
   
   (b) Redemption Rights
   
       Upon  the  occurrence of certain key events (as defined  in
       the  partnership  agreement), the GP  Units  held  by  the
       General  Partner  shall be immediately converted  into  an
       equivalent  number of Class B LP Units.   The  holders  of
       the converted Class B LP Units, from and after January  1,
       1999,  have the right to cause MCC to purchase  all  units
       held  by  such holders, and MCC has the right to  purchase
       from the General Partner, upon affirmative vote of 51%  or
       more  of the outstanding Class B LP Units, all such  units
       held  by  the General Partner, at a price equal  to  their
       fair  market value, to the extent permitted by the 14 1/4%
       Notes,  11  7/8% Debentures, 13 1/2% Notes and the  Senior
       Credit  Facility.  In addition, in the event  the  General
       Partner   fails   to  timely  dissolve   the   Partnership
       following the vote by holders of 51% or more of the  Class
       B  Units, then the holders of the Class B LP Units  (other
       than  Class  B  Units held by the General  Partner)  shall
       have  the  right  to require MCC to purchase  all  of  the
       Class  B  Units held by such holders at a price  equal  to
       their  fair market value, to the extent permitted  by  the
       14  1/4% Notes, 11 7/8% Debentures, 13 1/2% Notes and  the
       Senior Credit Facility.
   
   (c) General Partner and Class A Partner
   
       Marcus   Cable  Properties,  L.P.  ("Properties")  is   the
       General  Partner of the Company and was  also  a  Class  A
       partner  through July 29, 1994.  On that date, the Company
       redeemed 1,272.126 Class A partnership units with  a  face
       value  of $1,000 per unit and cumulative unpaid preference
       returns of $727,875 for cash of $2,000,000.  Also on  that
       date,  the remaining 3,405.944 Class A units with  a  face
       value  of $1,000 per unit and cumulative unpaid preference
       returns  of $1,971,474 were converted into 3,934.53  Class
       B  Units and 201.95 Class B LP units of MCC, each  with  a
       face value of $1,300 per unit.
   
   (d) Allocation of Income and Loss to Partners
   
       Income  and  loss  are  allocated in  accordance  with  the
       partnership agreement.  Generally, income is allocated  as
       follows:
   
       (1) First,  among  the  partners whose  unreturned  capital
           contributions   exceed  their  capital   accounts   in
           proportion  to  such  excesses  until  each  partner's
           capital   account  equals  such  partner's  unreturned
           capital contributions;
       
       (2) Next,  to  the  holders of Class B Units  in  the  same
           proportions,   and   in   the   same    amounts,    as
           distributions  are  or  would  be  made  as  discussed
           below; and
       
       (3) Finally,   to   the  holders  of  Class  B   Units   in
           accordance with their Class B percentage interests.
   
       Generally, losses are allocated as follows:
   
       (1) If  any  of  the  partners have capital  accounts  that
           exceed  their unreturned capital contributions,  among
           the  partners  whose  capital  accounts  exceed  their
           unreturned  capital  contributions  in  proportion  to
           such   excesses  until  each  such  partner's  capital
           account  equals  its unreturned capital  contribution;
           and
       
       (2) Next,  to  the  holders of Class B Units in  accordance
           with    their    unreturned    capital    contribution
           percentages.
       
       The  General Partner is allocated a minimum of  .2%  to  1%
       of  income or loss at all times, depending on the level of
       capital contributions made by the partners.
   
   (e) Distributions
   
       The  amount  of distributions is at the discretion  of  the
       General  Partner, subject to the restrictions  in  the  14
       1/4%  Notes, 11 7/8% Debentures, 13 1/2% Notes and  Senior
       Credit  Facility (see note 6).  The manner of distribution
       is as follows:
   
       (1) First,  to each partner in an amount sufficient to  pay
           income  taxes on net taxable income allocated to  each
           partner;
       
       (2) Next,  to  the holders of Convertible Preference  Units
           in  accordance  with  their unpaid  preference  amount
           (currently  $15,000,000) until each  partner's  unpaid
           preference amount is reduced to zero;
       
       (3) Next,  to  the  holders of Class B Units in  accordance
           with    their    unreturned    capital    contribution
           percentages  until  each partner's unreturned  capital
           contribution is reduced to zero;
       
       (4) Next,  to  the  holders of Class B Units (exclusive  of
           all  or  certain  Employee Units), in accordance  with
           their  Class  B percentage interests until  a  defined
           threshold has been met.
       
       (5) Finally,   to   the  holders  of  Class  B   Units   in
           accordance with the Class B percentage interests.
   
   (f) Capital Contributions
   
       The  partnership agreement requires the General Partner  to
       make   such  additional  contributions  to  MCC   as   are
       necessary  to  maintain  at all times  a  minimum  capital
       account  balance  equal  to either  1%  of  the  aggregate
       positive  capital account balances of all the partners  of
       MCC  or $500,000, whichever is less.  The limited partners
       are    not    required   to   make   additional    capital
       contributions,  and no partner has the right  to  withdraw
       its   capital   contribution  during  the  term   of   the
       Partnership.
   
   (g) Issuance of Partnership Units
   
       During  the year ended December 31, 1994, MCC issued  Class
       B  LP Units for cash of $22,990,000 to partially fund  the
       purchase  of  cable television systems from Star.   During
       the  year ended December 31, 1995, MCC issued Class  B  LP
       Units  for cash of $362,615,000, net of equity syndication
       fees  of $7,385,000 paid to certain limited partners,  and
       Convertible   Preference   Units   with   a   distribution
       preference of $15,000,000 to partially fund the  purchases
       of Sammons, CALP and Crown.
   
(9) Related Party Transactions

    Through  July  29,  1994, each subsidiary  partnership  had  a
    management  agreement  with  Marcus  Cable  Management,   Inc.
    ("MMI"),  an  affiliated entity, whereby MMI provided  various
    general,   administrative  and  operating  services   to   the
    partnerships.  The management fee paid by each subsidiary  for
    these  services  was 5.5% of revenues.  The  Company  and  its
    subsidiary partnerships recorded management fees and  expenses
    of  $2,165,000 for the year ended December 31, 1994,  pursuant
    to  this agreement.  The management fees were discontinued  on
    July  29, 1994, and the employees and related expenses of  MMI
    became a part of the Company.

    In  connection with the acquisitions in 1995 and 1994, fees of
    $5,250,000   and  $1,500,000,  respectively,  were   paid   to
    Properties  for  services  directly related  to  the  Sammons,
    Crown  and Star acquisitions.  In addition, strategic advisory
    fees  of $18,309,000 were paid to certain limited partners  in
    connection with the acquisition of Sammons in 1995.  The  fees
    were  capitalized as part of the cost of acquiring  the  cable
    television systems.

(10) Employee Benefit Plan

    The  Company sponsors a 401(k) plan for its employees  whereby
    employees  that qualify for participation under the  plan  can
    contribute  up to 15% of their salary, on a before tax  basis,
    subject to a maximum contribution limit as determined  by  the
    Internal  Revenue  Service.  The Company  matches  participant
    contributions  up  to  a  maximum of  2%  of  a  participant's
    salary.   For  the  years ended December 31,  1996,  1995  and
    1994,   the  Company  made  contributions  to  the   plan   of
    approximately $480,000, $247,000 and $83,000, respectively.

(11) Commitments and Contingencies

    The  Company  rents  pole space from various  companies  under
    agreements which are generally cancelable on short notice  and
    leases  office space for system and corporate offices.   Lease
    and  rental  costs  charged to expense  for  the  years  ended
    December   31,   1996,   1995  and  1994  were   approximately
    $6,775,000, $3,093,000 and $461,000, respectively.

    In   October  1992,  Congress  enacted  the  Cable  Television
    Consumer  Protection and Competition Act of  1992  (the  "1992
    Cable  Act").  During May 1993, pursuant to authority  granted
    to  it  under  the 1992 Cable Act, the Federal  Communications
    Commission  ("FCC")  issued its rate  regulation  rules  which
    became  effective  September 1, 1993.  These  rate  regulation
    rules  required certain cable systems in franchise areas which  
    receive   certification  and  are  not  subject  to  effective
    competition,  as  defined, to set rates for  basic  and  cable
    programming  services,  as  well  as  related  equipment   and
    installations,  pursuant to general cost-of-service  standards
    or  FCC  prescribed  benchmarks.  These  FCC  benchmarks  were
    based  on  an  average  10% competitive  differential  between
    competitive and non-competitive systems.  Effective  September 
    1,  1993, regulated cable systems not electing cost-of-service
    were  required to reduce rates to the higher of the prescribed
    benchmarks  or rates that were 10% below those  in  effect  on
    September 1, 1992.

    In  February  1994, the FCC announced further changes  in  its
    rate  regulation  rules  and announced  its  interim  cost-of-
    service standards.  In connection with these changes, the  FCC
    issued   revised  benchmark  formulas,  based  on  a   revised
    competitive  differential of 17%, which  became  effective  on
    May  15,  1994 or if certain conditions were met, on July  14,
    1994.   Regulated cable systems were required to reduce  rates
    to  the  higher of the new FCC prescribed benchmarks or  rates
    that were 17% below those in effect on September 1, 1992.
 
    On    February   1,   1996   Congress   passed   S.652,   "The
    Telecommunications  Act  of  1996"  (the  "Act"),  which   was
    subsequently  signed into law on February 8, 1996.   This  new
    law  altered federal, state and local laws and regulations for
    telecommunications  providers  and  services,  including   the
    Company.   There are numerous rulemakings to be undertaken  by 
    the  FCC  which will interpret and implement the Act.   It  is
    not  possible  at  this time to predict the  outcome  of  such
    rulemakings.    Several  aspects  of  the  Act  impact   cable
    television,  including the elimination of  regulation  of  the
    cable programming service tier as of March 31, 1999.
 
    The  Company believes that it has complied with all provisions
    of  the  1992 Cable Act, including the rate setting provisions
    promulgated by the FCC.  However, in jurisdictions which  have
    chosen  not to certify, refunds covering a one-year period  of
    basic  service  may  be  ordered  upon  certification  if  the
    Company is unable to justify its rates.  The amount of  refund
    liability,  if any, to which the Company could be  subject  in
    the   event   that  these  systems'  rates  are   successfully
    challenged   by  franchising  authorities  is  not   currently
    estimable.

    During  the  year  ended December 31, 1994, the  Company  paid
    rate  refunds of approximately $944,000 to its cable customers
    as  a  result  of  rate  orders issued  by  certain  franchise
    authorities   within   certain  cable   systems   which   have
    subsequently been sold.

    The  Company is involved in various claims and lawsuits  which
    are  generally  incidental to its business.   The  Company  is
    vigorously  contesting  all  such matters  and  believes  that
    their  ultimate  resolution will not have a  material  adverse
    effect  on  its  consolidated financial position,  results  of
    operations or cash flows.
 
(12) Subsequent Event

    On  March  14, 1997, the Company entered into an agreement  to
    amend  its  Senior  Credit Facility.  The  amendment  provides
    for,  among  other  items, a reduction in  the  interest  rate
    margins  under the Senior Credit Facility as well as increased
    flexibility  for  the  Company as it relates  to  investments,
    permitted  lines of businesses and the incurrence of unsecured
    indebtedness.   In  addition,  the  availability   under   the
    Revolving  Credit Facility was increased from $310,000,000  to
    $360,000,000.

(13) Financial Information

    The  following  schedules  present  balance  sheet  and  statement   of
    operations  information of the Company as of and  for  the  year  ended
    December 31, 1996:

<TABLE>
                                                                                                                                
                                                                                            
                           Combined                                Operating                          
                           Operating   Capital             Elimin-   Consol-          Capital        Elimin-
     Assets               Partnerships    II   Operating   ations    idated   Capital   III   MCC    ations    Company
<CAPTION> 
<S>                       <C>          <C>     <C>       <C>        <C>       <C>     <C>     <C>    <C>       <C>   
Current assets:
 Cash and cash equivalents     8,126       1     (2,849)       ---      5,278      1      1     754      ---      6,034
 Accounts receivable, net     26,649     ---    (12,966)     3,360     17,043    ---    ---     ---      ---     17,043
 Prepaid expenses and other    1,896     ---        536        ---      2,432    ---    ---     ---      ---      2,432
                              ------   -----    -------      -----      -----  -----  -----   -----    -----     ------
  Total current assets        36,671       1    (15,279)     3,360     24,753      1      1     754      ---     25,509

Property and equipment, net  572,990     ---      5,517        ---    578,507    ---    ---     ---      ---    578,507
Other assets, net          1,084,284     ---  1,536,473 (1,527,515  1,093,242    ---    ---  (3,040)  (6,668) 1,083,534
Investment in subsidiaries       ---     ---    189,573   (189,573)       ---    ---    --- 480,373 (480,373)       ---
                               -----   -----      -----       -----       ---  -----  -----   -----    -----      -----
       Total assets        1,693,945       1  1,716,284 (1,713,728) 1,696,502      1      1 478,087 (487,041) 1,687,550
                               =====   =====      =====       =====     =====  =====  =====   =====    =====      =====

Liabilities and Partners' Capital

Current liabilities:
 Current maturities of 
   long-term debt               183      ---     41,636        ---     41,819    ---    ---     ---      ---     41,819
 Accrued liabilities         60,179      ---     76,520    (80,626)    56,073    ---    ---     ---   (6,668)    49,405
 Accrued interest            10,664      ---      7,695    (10,664)     7,695    ---    ---   2,969      ---     10,664
                              -----    -----      -----       -----     -----  -----  -----   -----    -----      -----
   Total current liabilities 71,026      ---    125,851    (91,290)   105,587    ---    ---   2,969   (6,668)   101,888

Long-term debt            1,433,347      ---  1,110,308 (1,432,865) 1,110,790    ---    --- 285,862      ---  1,396,652
Subsidiary limited 
  partner interest              ---      ---       (246)       ---       (246)   ---    ---     ---      ---       (246)
Partners' capital           189,572        1    480,371   (189,573)   480,371      1      1 189,256 (480,373)   189,256
                             -----     -----      -----      -----      -----  -----  -----   -----    -----      -----
   Total liabilities and 
     partners' capital    1,693,945        1  1,716,284 (1,713,728) 1,696,502      1      1 478,087 (487,041) 1,687,550
                              =====    =====      =====      =====      =====  ====== ======  =====    =====      =====
</TABLE>


<TABLE>
                         Combined                              Operating
                         Operating   Capital           Elimin-  Consol-          Capital         Elimin-
                        Partnerships    II   Operating ations   idated   Capital   III     MCC   ations  Company
<CAPTION>
<S>                    <C>          <C>     <C>       <C>     <C>       <C>     <C>      <C>    <C>      <C>
Revenues:
 Cable services            432,172      ---       ---      ---  432,172     ---     ---      ---     ---  432,172
 Management fees               ---      ---     2,335      ---    2,335     ---     ---      ---     ---    2,335
                             -----    -----     -----    -----    -----   -----   -----    -----   -----    -----
    Total revenues         432,172      ---     2,335      ---  434,507     ---     ---      ---     ---  434,507

Operating expenses:
 Selling, service and 
  system management        155,279      ---     1,918      ---  157,197     ---     ---      ---     ---  157,197
 General and administrative 60,870      ---    12,147      ---   73,017     ---     ---      ---     ---   73,017
 Allocated corporate 
  costs                     12,150      ---   (12,150)     ---      ---     ---     ---      ---     ---      ---
 Depreciation and 
  amortization             165,511      ---       918      ---  166,429     ---     ---      ---     ---  166,429
                             -----    -----     -----    -----    -----   -----   -----    -----   -----    -----
                           393,810      ---     2,833      ---  396,643     ---     ---      ---     ---  396,643
                             -----    -----     -----    -----    -----   -----   -----    -----   -----    -----
   Operating income (loss)  38,362      ---      (498)     ---   37,864     ---     ---      ---     ---   37,864

Other (income) expense:
 Interest expense          145,353      ---   107,915 (145,272) 107,996     ---     ---   36,685     ---  144,681
 Interest income               312      ---  (145,876) 145,272     (292)    ---     ---      (13)    ---     (305)
 (Gain) on sale of assets   (6,442)     ---       ---      ---   (6,442)    ---     ---      ---     ---   (6,442)
 Equity earnings of
   subsidiaries                ---      ---   100,861 (100,861)     ---     ---     ---   63,398 (63,398)     ---
                             -----    -----     -----    -----    -----   -----   -----    -----   ------   -----
                           139,223      ---    62,900 (100,861) 101,262     ---     ---  100,070 (63,398) 137,934
                             -----    -----     -----    -----    -----   -----   -----    -----   -----    -----
     Net loss (loss)      (100,861)     ---   (63,398) 100,861  (63,398)    ---     --- (100,070) 63,398 (100,070)
                             =====    =====     =====    =====    =====   =====   =====    =====   =====   ======
</TABLE>


                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, each of the registrants have duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                    MARCUS CABLE COMPANY, L.P.
                    (Registrant)

                    By:  Marcus Cable Properties, L.P., its
                         general partner,

                         By:  Marcus Cable Properties, Inc., its
                              general partner,

March 26, 1997                By:  /s/ Jeffrey A. Marcus         
                                   Jeffrey A. Marcus
                              Its: President and Chief Executive
                                   Officer

                              By:  /s/ Thomas P. McMillin         
                                   Thomas P. McMillin
                              Its: Senior Vice President and
                                   Chief Financial Officer


                    MARCUS CABLE OPERATING COMPANY, L.P.
                    (Registrant)

                    By:  Marcus Cable Company, L.P., its general
                         partner,

                         By:  Marcus Cable Properties, L.P., its
                              general partner,

                              By:  Marcus Cable Properties, Inc.,
                                   its general partner,

March 26, 1997                By:  /s/ Jeffrey A. Marcus          
                                   Jeffrey A. Marcus
                              Its: President and Chief Executive
                                   Officer

                              By:  /s/ Thomas P. McMillin         
                                   Thomas P. McMillin
                              Its: Senior Vice President and
                                   Chief Financial Officer


<PAGE>
                    MARCUS CABLE CAPITAL CORPORATION
                    (Registrant)

March 26, 1997                By:  /s/ Jeffrey A. Marcus         
                                   Jeffrey A. Marcus
                              Its: President and Chief Executive
                                   Officer


                              By:  /s/ Thomas P. McMillin        
                                   Thomas P. McMillin
                              Its: Senior Vice President and
                                   Chief Financial Officer



                    MARCUS CABLE CAPITAL CORPORATION II
                    (Registrant)

March 26, 1997                By:  /s/ Jeffrey A. Marcus         
                                   Jeffrey A. Marcus
                              Its: President and Chief Executive
                                   Officer


                              By:  /s/ Thomas P. McMillin        
                                   Thomas P. McMillin
                              Its: Senior Vice President and
                                   Chief Financial Officer



                    MARCUS CABLE CAPITAL CORPORATION III
                    (Registrant)

March 26, 1997                By:  /s/ Jeffrey A. Marcus         
                                   Jeffrey A. Marcus
                              Its: President and Chief Executive
                                   Officer


                              By:  /s/ Thomas P. McMillin        
                                   Thomas P. McMillin
                              Its: Senior Vice President and
                                   Chief Financial Officer