Exhibit 10.16

          FIRST AMENDMENT, dated as of March 14, 1997 (this "First
Amendment"), to the Credit Agreement, dated as of August 31, 1995
(the "Credit Agreement"), among MARCUS CABLE OPERATING COMPANY,
L.P., a Delaware limited partnership (the "Borrower"), MARCUS CABLE
COMPANY, L.P., a Delaware limited partnership (the "Parent"), the
several banks and other financial institutions from time to time
parties thereto (the "Lenders"), FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, as Co-Agent (in such capacity, the "Co-Agent"), BANQUE
PARIBAS, THE CHASE MANHATTAN BANK, CITIBANK, N.A., THE FIRST
NATIONAL BANK OF BOSTON, PEARL STREET L.P. and UNION BANK, as
Managing Agents (in such capacity, the "Managing Agents"), CHASE
SECURITIES INC., CITICORP SECURITIES, INC., THE FIRST NATIONAL BANK
OF BOSTON, GOLDMAN, SACHS & CO., PARIBAS CAPITAL MARKETS and UNION
BANK, as Co-Arrangers (in such capacity, the "Co-Arrangers"), and
THE CHASE MANHATTAN BANK, a New York banking corporation, as
Administrative Agent.

                      W I T N E S S E T H :

          WHEREAS, the Borrower and the Parent wish to amend
certain provisions of the Credit Agreement as hereinafter provided;
and

          WHEREAS, the parties hereto are willing to so amend the
Credit Agreement on the terms and conditions provided herein;

          NOW, THEREFORE, in consideration of the premises and of
the mutual agreements herein contained, the parties hereto agree as
follows:

          1.  Amendments to Credit Agreement.  (a)  The definition
of "Applicable ECF Percentage" contained in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety as
follows:

          "Applicable ECF Percentage":  the percentage set forth
     below opposite the applicable Status (determined as of the
     last day of the fiscal year of the Borrower immediately
     preceding the relevant date of determination):

<TABLE>

             Status                     Percentage
<CAPTION>
     <S>                                <C>
     Level I, II, III, IV or V                0%
     Level VI, VII, VIII, IX or X            50%

</TABLE>

          (b)  The grid set forth in paragraph (a) of the
definition of "Applicable Margin" contained in Section 1.1 of the
Credit Agreement is hereby replaced by the following grid:

<TABLE>
                    Applicable Margin - Eurodollar Loans    

<CAPTION>

Status              Revolving Credit    Tranche B      Applicable
                    Loans and Tranche A Term Loan      Margin - 
                    Term Loans                         ABR Loans
<S>                 <C>                 <C>            <C>
Level I, II or III       0.750%           2.00%             0%
Level IV                 0.875%           2.00%             0%
Level V                  1.125%           2.00%         0.125%
Level VI                 1.375%           2.00%         0.375%
Level VII                1.375%           2.25%         0.375%
Level VIII               1.50%            2.25%         0.500%
Level IX                 1.75%            2.25%         0.750%
Level X                  2.00%            2.25%         1.000%


          (c)  Clause (ii) of the proviso to paragraph (a) of the
definition of "Applicable Margin" contained in Section 1.1 of the
Credit Agreement is hereby amended by changing the percentage
"1.25%" to the percentage "1.00%".

          (d)  Section 5.2 of the Credit Agreement is hereby
amended by deleting the date "December 31, 1994" contained therein
and substituting in lieu thereof the date "December 31, 1995".
  
          (e)  The amount "$25,000,000" in Section 8.2(l) of the
Credit Agreement is hereby changed to the amount "$75,000,000".

          (f)  The amount "$1,000,000" in Section 8.3(s) of the
Credit Agreement is hereby changed to the amount "$5,000,000".

          (g)  The parenthetical "(substantially all of which
consist of cable systems)" is hereby deleted from Sections 8.8(f)
and 8.8(g) of the Credit Agreement.

          (h)  The words "in any Permitted Line of Business" are
hereby inserted immediately before the proviso in Section 8.8(g) of
the Credit Agreement.

          (i)  The words "and acquisitions financed with
Reinvestment Deferred Amounts" are hereby inserted immediately
after the reference "IV" in Section 8.8(g) of the Credit Agreement.

          (j)  The amount "$25,000,000" in Section 8.8(j) of the
Credit Agreement is hereby changed to the amount "$75,000,000".

          (k)  The amount "$25,000,000" in Section 8.9 of the
Credit Agreement is hereby changed to the amount "$75,000,000".

          (l)  The reference "(x)" is hereby inserted immediately
after the words "so long as" in Section 8.9 of the Credit Agreement
and the words "and (y) the aggregate amount so expended in
connection with such payments, prepayments, redemptions or
purchases of Indebtedness of the Parent does not exceed
$25,000,000" are hereby added to the end of Section 8.9 of the
Credit Agreement.

          (m)  The first sentence of Section 8.17 of the Credit
Agreement is hereby replaced with the following sentence:

          "Enter into any business, either directly or through any
          Subsidiary, except for (a) those businesses in which the
          Borrower and its Subsidiaries are engaged on the date of
          this Agreement, (b) businesses which are reasonably
          similar or related thereto or reasonable extensions
          thereof and (c) businesses in which other Persons in the
          cable industry are generally engaged (each, a "Permitted
          Line of Business").

          (n)  References in the Credit Agreement to Chemical Bank
are hereby changed to references to The Chase Manhattan Bank. 
References in the Credit Agreement to Chemical Securities Inc. are
hereby changed to references to Chase Securities Inc.

          (o)  Effective on the First Amendment Effective Date (as
defined below), (i) the aggregate Revolving Credit Commitments
shall be increased from $310,000,000 to $360,000,000, (ii) each
Person listed on Annex I hereto that is not already a Lender shall
become a party to the Credit Agreement as a "Lender" thereunder and
shall be bound by the provisions thereof and (iii) the respective
Revolving Credit Commitments, Tranche A Term Loans, Tranche B-1
Term Loans and Tranche B-2 Term Loans of the Lenders shall be as
set forth on Annex I hereto.  Increases or decreases of the
respective principal amounts of the Loans owing to the Lenders from
the amounts owing to the Lenders immediately prior to the First
Amendment Effective Date (including, without limitation, increases
or decreases in Revolving Credit Loans to the extent necessary to
cause the outstanding Revolving Credit Loans to be held by the
Revolving Credit Lenders pro rata according to their respective
Revolving Credit Commitments after giving effect to this First
Amendment) shall be effected pursuant to procedures specified in
written notices from the Administrative Agent to the relevant
Lenders.  The Borrower agrees to pay to the relevant Lenders
amounts of the type described in Section 4.11 of the Credit
Agreement (or amounts of a similar nature) arising from the
procedures referred to in the preceding sentence.

          2.  Representations and Warranties on First Amendment
Effective Date.  Each of the representations and warranties made by
the Parent or the Borrower in Sections 5.1 through 5.20 of the
Credit Agreement, as amended hereby, are true and correct in all
material respects on and as of the First Amendment Effective Date,
as if made on and as of the First Amendment Effective Date, except
to the extent such representations and warranties expressly relate
to an earlier date."

          3.  Conditions to Effective Date.  This First Amendment
shall become effective on the date (the "First Amendment Effective
Date") of satisfaction of the following conditions precedent:

               (a)  First Amendment.  The Administrative Agent
          shall have received (a) counterparts hereof, executed by
          all of the parties listed on the signature pages hereof,
          and (b) in the case of each Lender and each Exiting
          Lender (as defined in Paragraph 6 below), an Addendum to
          this First Amendment executed by such Lender or Exiting
          Lender.

               (b)  Legal Opinion.  The Administrative Agent shall
          have received the executed legal opinion of Baker & Botts
          L.L.P., counsel to the Borrower, substantially in the
          form of the opinion of such counsel rendered on the
          Initial Term Loan Availability Date with changes therein
          to reflect that such opinion is in respect of this First
          Amendment and is rendered on the First Amendment
          Effective Date.

          4.  Counterparts.  This First Amendment may be executed
by one or more of the parties to this First Amendment on any number
of separate counterparts (including by facsimile transmission), and
all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  A set of the copies of
this First Amendment signed by all the parties shall be lodged with
the Borrower and the Administrative Agent.  

          5.  GOVERNING LAW.  THIS FIRST AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.

          6.  Exiting Lenders.  Each Lender which after the First
Amendment Effective Date no longer holds Loans or a Revolving
Credit Commitment (an "Exiting Lender") is executing this First
Amendment (through an Addendum) solely for the purpose of
acknowledging that its rights and obligations in respect of its
Loans and Revolving Credit Commitment (if any) will terminate on
the First Amendment Effective Date upon repayment in full (or
purchase by another Lender) of all amounts owing to it under the
Credit Agreement on the First Amendment Effective Date.  The
modifications effected by this First Amendment are being approved
by Lenders holding 100% of the Term Loans and Revolving Credit
Commitments after giving effect to the repayment of the Loans and
the termination of the Revolving Credit Commitments of the Exiting
Lenders (or purchase of any such Loans or Revolving Credit
Commitments by other Lenders) on the First Amendment Effective
Date.  IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be duly executed and delivered by their
respective proper and duly authorized officers as of the day and
year first above written.

                         MARCUS CABLE OPERATING COMPANY, L.P.
                         
                         By:  MARCUS CABLE COMPANY, L.P.
                              General Partner
                         
                              By:   MARCUS CABLE PROPERTIES, L.P.
                                   General Partner
                         
                                   By:  MARCUS CABLE PROPERTIES,
                                                            INC.
                                        General Partner
                         
                                        By:  
                                        Name: 
                                        Title:  
                         
                         MARCUS CABLE COMPANY, L.P.
                         
                         By:  MARCUS CABLE PROPERTIES, L.P.
                              General Partner
                         
                               By: MARCUS CABLE PROPERTIES, INC.                     General Partner
                         
                                   By:  
                                        Name:
                                        Title:
                         
                         THE CHASE MANHATTAN BANK, as
                         Administrative Agent             
                         By:            
                              Name:
                              Title:
                         
                         The Co-Arrangers:
                         
                         CHASE SECURITIES INC.
                         
                         By:                                    
                              Name:
                              Title:
                         
                         
                         
                         
                         
                         
                         CITICORP SECURITIES, INC. 
                         
                         By:                                    
                              Name:
                              Title:
                         
                         THE FIRST NATIONAL BANK OF BOSTON
                         
                         By:                                    
                              Name:
                              Title:
                         
                         GOLDMAN, SACHS & CO.
                         
                                                                
                         (Goldman, Sachs & Co.)
                         
                         PARIBAS CAPITAL MARKETS
                         
                         By:                                    
                              Name:
                              Title:
                         
                         By:                                    
                              Name:
                              Title:
                         
                         UNION BANK
                         
                         By:            
                              Name:
                              Title:
                         
                         The Managing Agents:
                         
                         BANQUE PARIBAS, as a Managing Agent
                         
                         By:            
                              Name:
                              Title:
                         
                         By:            
                              Name:
                              Title:
                         
                         THE CHASE MANHATTAN BANK, as a Managing
                         Agent and as an Issuing Lender
                         
                         By:            
                              Name:
                                                                                     Title:<PAGE>
CITIBANK, N.A., as a Managing Agent
                         
                         By:                                    
                              Name:
                              Title:
                         
                         THE FIRST NATIONAL BANK OF BOSTON, as a
                         Managing Agent
                         
                         By:            
                              Name:
                              Title:
                         
                         GOLDMAN SACHS CREDITOR PARTNERS L.P., as
                         a Managing Agent
                         
                         By:            
                              Name:
                              Title:
                         
                         UNION BANK, as a Managing Agent
                         
                         By:            
                              Name:
                              Title:
                         
                         FIRST UNION NATIONAL BANK OF NORTH
                         CAROLINA, as Co-Agent
                         
                         By:            
                              Name:
                              Title:

</TABLE>