================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -----------
                                FORM 10-K/A NO. 1

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)
            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
              SECURITIES EXCHANGE ACT OF 1934
                        FOR THE TRANSITION PERIOD FROM   TO

                        COMMISSION FILE NUMBER : 0-28670

                                 TV FILME, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                     98-0160214
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)             


               C/o ITSA - Intercontinental Telecomunicacoes Ltda.
                               SCS, Quadra 07-Bl.A
                          Ed. Executive Tower, Sala 601
                            70.300-911 Brasilia - DF
                                     Brazil
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 011-55-61-314-9908

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                     COMMON STOCK, PAR VALUE $0.01 PER SHARE

     INDICATE BY CHECK MARK  WHETHER THE  REGISTRANT:  (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),  AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. [X] 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 REGISTRANT'S  KNOWLEDGE,  IN DEFINITIVE PROXY OR INFORMATION  STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K [ ].

     THE AGGREGATE  MARKET VALUE OF THE VOTING STOCK HELD BY  NON-AFFILIATES  OF
THE REGISTRANT AS OF APRIL 24, 1997 WAS APPROXIMATELY $41,186,548.

     AS OF APRIL 24, 1997,  10,166,176 SHARES OF THE REGISTRANT'S  COMMON STOCK,
$0.01 PAR VALUE, WERE OUTSTANDING.

     DOCUMENTS INCORPORATED BY REFERENCE.  NONE.

================================================================================



<PAGE>



     The  information  required  by Part III  (Items  10,  11, 12 and 13) of the
undersigned  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 1996 (the "Annual  Report"),  filed pursuant to Section 13 or 15(d)
of the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), was to
be  incorporated  by reference to the  definitive  Proxy  Statement for the 1997
Annual Meeting of Stockholders  of the Company,  which Proxy Statement was to be
filed  pursuant  to  Regulation  14A  under the  Exchange  Act  within  120 days
following  the  end of the Company's fiscal  year  as  permitted  under  General
Instruction G of Form 10-K  ("Instruction  G").  However,  the definitive  Proxy
Statement will not have been filed within such period. Accordingly,  pursuant to
Instruction  G, the Company  hereby amends Items 10, 11, 12 and 13 of the Annual
Report as follows:


                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Information with respect to executive  officers of the Company is presented
in Item 4 of this Report under the caption "Executive Officers of the Company."

     HERMANO STUDART LINS DE ALBUQUERQUE, one of the co-founders of the Company,
has served as Chief Executive  Officer,  Secretary and a director of the Company
since its  incorporation.  Mr.  Lins  received a Master's  degree in  Artificial
Intelligence  from the  University of Sussex,  England and a Bachelor of Science
degree in Electronic Engineering from the University of Brasilia. Mr. Lins was a
member of the MMDS Regulation Commission,  a Brazilian government advisory board
and  is a  member  of  the  Technical  Advisory  Board  for  National  Satellite
Publishing  Inc. Mr. Lins is 34 years old. Mr. Lins is the brother of Mr. Carlos
Andre Studart Lins de Albuquerque.

     DAVID E. LIBOWITZ has served as a director of the Company since April 1997.
Mr. Libowitz is a Vice President of E.M. Warburg, Pincus & Co., LLC and has been
associated with E.M. Warburg Pincus & Co., LLC (or its predecessor E.M. Warburg,
Pincus & Co.,  Inc.) since July 1991.  Mr.  Libowitz is a director of  Caribiner
International, Inc. Mr. Libowitz is 34 years old.

     CARLOS ANDRE STUDART LINS DE  ALBUQUERQUE,  one of the  co-founders  of the
Company,  has served as  President,  Chief  Operating  Officer,  Treasurer and a
director of the Company since its incorporation. Mr. Lins received a Bachelor of
Science  degree in Physics  from the  University  of Brasilia  and a Bachelor of
Science degree in Mathematics  from the University of Ceub. Mr. Lins is 32 years
old. Mr. Lins is the brother of Mr. Hermano Studart Lins de Albuquerque.

     DOUGLAS M. KARP has served as Chairman  of the Board of the  Company  since
its incorporation. Mr. Karp has been a Managing Director of E.M. Warburg, Pincus
& Co., LLC (or its  predecessor,  E.M.  Warburg,  Pincus & Co.,  Inc.) since May
1991.  Prior to joining E.M.  Warburg,  Pincus & Co., LLC, Mr. Karp held several
positions with Salomon Inc, including Managing Director from January 1990 to May
1991,  Director  from  January  1989 to December  1989 and Vice  President  from
October  1986 to December  1988.  Mr.  Karp is a director of LCI  International,
Inc., TresCom International, Inc. and several privately held companies. Mr. Karp
is 41 years old.

     CLAUDIO DASCAL has served as a director of the Company since July 1996. Mr.
Dascal has been a Vice  President of Tevecap,  S.A.  since April 1996.  Prior to
joining Tevecap,  S.A., Mr. Dascal held several senior  management  positions at
Alcatel  Standard  Electrica,  S.A. and its  affiliates  from 1991 to 1996.  Mr.
Dascal is 53 years old.

     ALVARO J. AGUIRRE has served as Chief  Financial  Officer and a director of
the Company  since June 1996.  Prior to joining the Company,  Mr.  Aguirre was a
member of the Latin America  Corporate  Finance  Group of Morgan  Stanley & Co.,
Incorporated  from  1994 to 1996 and a  securities  attorney  at the law firm of
Sullivan & Cromwell from 1991 to 1994. Mr. Aguirre is 30 years old.

     JOSE AUGUSTO  PINTO  MOREIRA has served as a director of the Company  since
its incorporation.  Mr. Moreira has been the Executive Vice-President of Finance
and  Administration  of Abril S.A.  since  1982.  Mr.  Moreira is a director  of
several privately held companies. Mr. Moreira is 53 years old.


<PAGE>


     The number of  directors  of the  Company,  as  determined  by the Board of
Directors  is seven.  The Board of  Directors  of the Company  consists of three
classes: Class I, Class II and Class III, as nearly equal in number as possible.
One of the three classes,  comprising  approximately one-third of the directors,
is  elected  each year to  succeed  the  directors  whose  terms  are  expiring.
Directors hold office until the annual meeting for the year in which their terms
expire and until their  successors  are elected and qualified  unless,  prior to
that date, they have resigned,  retired, or otherwise left office. In accordance
with the Company's  Certificate  of  Incorporation,  Class I directors are to be
elected at the 1997 Annual Meeting of Stockholders, Class II directors are to be
elected at the 1998 Annual Meeting of  Stockholders  and Class III directors are
to be elected at the 1999 Annual Meeting of Stockholders.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires the Company's directors, certain
officers  and  persons  holding  more  than  10% of a  registered  class  of the
Company's equity  securities to file reports of ownership and reports of changes
in ownership with the Securities and Exchange  Commission (the "Commission") and
the Nasdaq National  Market.  Directors,  certain  officers and greater than 10%
stockholders are also required by Commission  regulations to furnish the Company
with copies of all such reports that they file. Based on the Company's review of
copies of such  forms  provided  to it,  the  Company  believes  that all filing
requirements  were complied with during the fiscal year ended December 31, 1996,
except for one late filing for each of Messrs. Lins and Mr. Aguirre.


ITEM 11.     EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

     The  following  table  sets  forth a summary  of the  compensation  paid or
accrued by the Company for  services  rendered to the Company in all  capacities
for the fiscal year ended December 31, 1996 by its Chief  Executive  Officer and
each of the  Company's  other  executive  officers  whose total salary and bonus
exceeded  $100,000  during  the  last  fiscal  year  (collectively,  the  "Named
Executive Officers"):


<TABLE>
<CAPTION>
                                                                                     LONG-TERM
                                                                                   COMPENSATION
                                                                                   ------------
                                                 ANNUAL COMPENSATION                  AWARDS
                                     ------------------------------------------    ------------
                                                                      OTHER         SECURITIES
                                                                      ANNUAL        UNDERLYING         ALL OTHER
      NAME AND POSITION       YEAR   SALARY ($)    BONUS ($)       COMPENSATION     OPTIONS (#)    COMPENSATION ($)
      -----------------       ----   ----------    ---------       ------------     -----------    ----------------
<S>                           <C>     <C>           <C>              <C>              <C>                 <C>

Hermano Studart.............. 1996    $113,979      $200,000(1)           -0-            110,000           $6,520(2)
   Lins de Albuquerque,       1995      98,463       111,500              -0-             49,788(3)             -
   Chief Executive Officer
Carlos Andre Studart......... 1996     113,979       200,000(1)           -(4)           110,000            6,520(2)
   Lins de Albuquerque,       1995      98,463       111,500              -0-             49,788(3)             -
   President, Chief Operating
   Officer and Treasurer
Alvaro J. Aguirre,........... 1996      62,499       200,000(1)(6)        -0-            110,000            6,520(2)
   Chief Financial Officer(5)
</TABLE>

---------------------

(1)  Includes  non-cash bonus payments made to the Named  Executive  Officers in
     the form of Common  Stock in the  amounts of $123,333  for Messrs.  Hermano
     Lins and Carlos Andre Lins and $25,000 for Mr. Aguirre.

(2)  The  compensation  reflected  in this column  represents Company  paid life
     insurance premiums.

(3)  These options  were exercised by Messrs. Hermano Lins and Carlos Andre Lins
     in 1995.

                                       -2-
<PAGE>



(4)  The aggregate  value of perquisites  and other  personal  benefits have not
     been reflected  because the amounts were below the  Commission's  threshold
     for disclosure  (i.e.,  the lesser of $50,000 or 10% of the total of annual
     salary and bonus for such officer).

(5)  Mr. Aguirre joined the Company in June 1996.

(6)  Includes a special one-time sign on bonus in the amount of $50,000.


EMPLOYMENT AGREEMENTS

     The Company and ITSA have entered into  employment  agreements with each of
Messrs.  Hermano Lins and Carlos Andre Lins,  pursuant to which Mr. Hermano Lins
has agreed to serve full time as Chief  Executive  Officer and  Secretary of the
Company, Mr. Carlos Andre Lins has agreed to serve full time as President, Chief
Operating Officer and Treasurer of the Company,  and each has agreed to serve in
comparable  executive  positions  at ITSA.  The annual  base  salary  under such
agreements for each of Messrs. Lins is $125,000.  Such salaries will be reviewed
at  least  annually  by the  Board of  Directors  and may be  increased  but not
decreased.  In addition,  each of Messrs. Lins are eligible to receive an annual
bonus,  payable by ITSA,  in amounts to be  determined by the Board of Directors
taking into  consideration,  among other  things,  the  financial  and operating
performance  of the  Company.  Pursuant  to each of  Messrs.  Lins's  employment
agreements,  if the Company terminates the executive's employment either without
"cause" (as defined  therein) or because of the death of the executive,  ITSA is
required to pay the executive any unpaid base salary accrued through the date of
termination,  plus an amount  equal to an  additional  12 months'  base  salary.
Although Brazilian law does not permit employment  agreements of this type to be
for a fixed term, each agreement does include a non-competition  provision and a
prohibition on the solicitation of clients and employees.

     The Company has entered  into an  employment  agreement  with Mr.  Aguirre,
pursuant to which Mr.  Aguirre has agreed to serve full time as Chief  Financial
Officer of the Company until  December 31, 1998,  unless  terminated  earlier in
accordance with the terms of such  agreement.  The annual base salary under such
agreement  is  $125,000.  Such salary will be reviewed at least  annually by the
Board of  Directors of the Company and may be increased  but not  decreased.  In
addition,  Mr. Aguirre is eligible to receive an annual bonus. Such annual bonus
will be at least $125,000 for the period ending  December 31, 1996, with amounts
for subsequent  years to be determined by the Board of Directors of the Company,
taking into  consideration  among other  things,  the  financial  and  operating
performance of the Company. Upon executing his employment agreement, Mr. Aguirre
received a one-time  bonus of  $50,000.  Pursuant  to Mr.  Aguirre's  employment
agreement,  if the Company  terminates Mr. Aguirre's  employment  because of the
death or disability of Mr.  Aguirre,  the Company is required to pay Mr. Aguirre
or his estate any unpaid base salary  accrued  through the date of  termination,
plus an amount equal to an  additional  12 months'  base salary.  If the Company
terminates  Mr. Aguirre  without  "cause" (as defined  therein),  the Company is
required to pay Mr. Aguirre any unpaid base salary  accrued  through the date of
termination,  plus an amount  equal to the unpaid base salary for the balance of
the term and the pro rata portion of any agreed upon annual bonus. The agreement
includes a  non-competition  provision and a prohibition on the  solicitation of
clients and employees.

STOCK OPTIONS

1996 STOCK OPTION PLAN

     On July 18, 1996, the Board of Directors  adopted and the  stockholders  of
the Company  approved the 1996 Stock Option Plan (the "1996 Stock Option Plan"),
which provides for the grant to officers,  key employees and  consultants of the
Company of both  "incentive  stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and
stock options that are non-qualified  for U.S. federal income tax purposes.  The
total number of shares of Common Stock for which options may be granted pursuant
to the 1996  Stock  Option  Plan is  936,432,  subject  to  certain  adjustments
reflecting changes in the Company's capitalization. In addition, no employee may
receive options for more than 200,000 shares of Common Stock in the aggregate in
any fiscal year. The 1996 Stock Option Plan is administered by the Compensation


                                       -3-

<PAGE>



Committee  of  the  Board  of  Directors  (the  "Compensation  Committee").  The
Compensation Committee determines, among other things, which officers, employees
and  consultants  receive  options  under the plan,  the time when  options  are
granted,  the type of option  (incentive  stock options or  non-qualified  stock
options,  or both) to be granted,  the number of shares  subject to each option,
the time or times when the options become  exercisable,  and, subject to certain
conditions  discussed  below,  the option  price and  duration  of the  options.
Members of the Compensation  Committee are not eligible to receive options under
the 1996 Stock Option Plan.

     The exercise  price for  incentive  stock options will be determined by the
Compensation  Committee,  but may not be less than the fair market  value on the
date of grant and the term of any such  option may not exceed ten years from the
date of grant. With respect to any participant in the 1996 Stock Option Plan who
owns stock  representing  more than 10% of the voting  power of the  outstanding
capital stock of the Company,  the exercise price of any incentive  stock option
may not be less than 110% of the fair market value of such shares on the date of
grant and the term of such  option  may not  exceed  five years from the date of
grant.

     The exercise price of non-qualified stock options will be determined by the
Compensation  Committee  on the date of grant,  but may not be less than the par
value of the Common Stock on the date of grant,  and the term of such option may
not exceed ten years from the date of grant.

     Payment  of the option  price may be made by  certified  or bank  cashier's
check,  by tender of shares of Common Stock then owned by the optionee or by any
other means  acceptable  to the Company.  Options  granted  pursuant to the 1996
Stock Option Plan are not  transferrable,  except by will or the laws of descent
and  distribution  in the event of death.  During an  optionee's  lifetime,  the
options are exercisable only by the optionee.

     The Board of Directors has the right at any time from time to time to amend
or modify the 1996 Stock  Option  Plan,  without  the  consent of the  Company's
stockholders  or optionees;  provided  that no such action may adversely  affect
options  previously granted without the optionee's consent, and provided further
that no such action,  without the approval of the  stockholders  of the Company,
may  increase  the total number of shares of Common Stock which may be purchased
pursuant  to options  under the plan,  expand the class of persons  eligible  to
receive  grants of options  under the plan,  decrease the minimum  option price,
extend the maximum term of options  granted under the plan or extend the term of
the plan.  The  expiration  date of the 1996 Stock  Option  Plan after  which no
option may be granted thereunder is 2006.

     Options to purchase  407,000  shares of Common  Stock were granted upon the
consummation of the Initial Public Offering, of which 297,000 are exercisable at
$10.00 per share and 110,000 of which are  exercisable at $11.00 per share,  and
which generally vest and become exercisable at the rate of 20% per year for five
years  beginning  on August 2, 1997.  Options to purchase an  additional  10,000
shares of Common Stock were granted in each of December  1996 and February  1997
at an exercise price of $11.75.

     The Company has filed with the Commission a Registration  Statement on Form
S-8 covering the shares of Common Stock  underlying  options  granted  under the
1996 Stock Option Plan.


STOCK OPTION GRANTS

     The following table sets forth  information  regarding grants of options to
purchase  Common Stock during the fiscal year ended December 31, 1996 to each of
the Named Executive  Officers.  No stock appreciation rights were granted during
1996.



                                       -4-

<PAGE>


<TABLE>
<CAPTION>

                                               OPTION GRANTS IN 1996
                                                                                           
                                                            INDIVIDUAL GRANTS                        POTENTIAL REALIZABLE VALUE
                                    ---------------------------------------------------------            AT ASSUMED ANNUAL     
                                     NUMBER OF     PERCENT OF                                           RATES OF STOCK PRICE   
                                    SECURITIES    TOTAL OPTIONS                                           APPRECIATION FOR        
                                    UNDERLYING     GRANTED TO      EXERCISE                                OPTION TERM (3)        
                                      OPTIONS     EMPLOYEES IN      PRICE         EXPIRATION         ---------------------------  
NAME                                GRANTED (#)     1996 (1)      ($/SHARE)(2)      DATE                (5%)             (10%)    
----                                -----------    ----------     ------------    ----------         ---------        ----------
<S>                                   <C>           <C>             <C>           <C>                 <C>             <C>

Hermano Studart Lins de                                                                                                            
   Albuquerque....................     110,000(4)     26.4%          $10.00       08/02/06            $691,784        $1,753,116  
Carlos Andre Studart Lins                                                                                                          
   de Albuquerque.................     110,000(4)     26.4            10.00       08/02/06             691,784         1,753,116  
Alvaro J. Aguirre.................     110,000(4)     26.4            11.00       07/26/06             760,962         1,928,428  
                                                                                                     
</TABLE>

-----------

(1)       The Company  granted  options to purchase a total of 417,000 shares of
          Common Stock in 1996.

(2)       Each of  the Company's stock options were granted at or above the fair
          market value  on  the  date of  grant.  The  fair  market value of the
          Common Stock on December 31, 1996 was $13.00 per share.

(3)       Amounts  reported   in   these  columns  represent  amounts  that  may
          be  realized   upon  exercise  of  options  immediately  prior  to the
          expiration of their term assuming the  specified  compounded  rates of
          appreciation  (5% and 10%) on the  Common  Stock  over the term of the
          options.  These  assumptions  are  based on rules  promulgated  by the
          Commission  and do not reflect the Company's  estimate of future stock
          price  appreciation.  Actual  gains,  if  any,  on  the  stock  option
          exercises  and Common Stock  holdings  are  dependent on the timing of
          such  exercise and the future  performance  of the  underlying  Common
          Stock.  There  can be no  assurance  that the  rates  of  appreciation
          assumed in this table can be achieved  or that the  amounts  reflected
          will be received by the option holder.

(4)       These options vest and become fully exercisable as to 20% on the first
          anniversary  of  the  date  of  grant  (August  2,  1997  for  each of
          Messrs.  Hermano  Lins and Carlos Andre Lins and July 26, 1997 for Mr.
          Aguirre) and as to an additional  20% on each  anniversary  thereafter
          until all such options are fully vested and exercisable. Mr. Aguirre's
          options  also vest,  to the extent not then  vested,  on December  31,
          1998, if his employment agreement with the Company is not renewed.


YEAR-END VALUE TABLE

     The following  table sets forth  information  regarding the number and year
end value of unexercised  options held at December 31, 1996 by each of the Named
Executive  Officers.  No stock  appreciation  rights were exercised by the Named
Executive Officers during fiscal 1996.



                                       -5-

<PAGE>


<TABLE>
<CAPTION>

                                             FISCAL 1996 OPTION VALUES

                                                NUMBER OF SECURITIES               VALUE OF UNEXERCISED
                                               UNDERLYING UNEXERCISED               "IN-THE-MONEY" (1)
                                                 OPTIONS AT FISCAL                  OPTIONS AT FISCAL
                                                    YEAR-END (#)                       YEAR-END ($)
NAME                                         EXERCISABLE/UNEXERCISABLE          EXERCISABLE/UNEXERCISABLE
----                                         -------------------------          -------------------------
<S>                                                 <C>                                 <C>   

Hermano Studart Lins
   de Albuquerque.........................           0/110,000                          $0/$330,000
Carlos Andre Studart Lins
   de Albuquerque.........................           0/110,000                          0/330,000
Alvaro J. Aguirre.........................           0/110,000                          0/220,000

------------

(1)  Options  are  "in-the-money"  if  the fair  market  value of the underlying
     securities exceeds the exercise price of the options. The amounts set forth
     represent  the difference  between $13.00 per share,  the fair market value
     of the Common Stock issuable upon exercise of options at December 31, 1996,
     and  the exercise price of the option,  multiplied by the applicable number
     of options.

</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Company did not have a  Compensation  Committee  during the first seven
months of 1996. As a result,  Messrs.  Karp,  Gary D. Nusbaum (a former director
and Vice President of the Company),  Hermano Lins, Carlos Andre Lins and Moreira
participated in deliberations  concerning  executive  officer  compensation.  In
connection with the Initial Public Offering,  the Board of Directors established
a Compensation  Committee  comprised of Messrs.  Karp, Nusbaum and Moreira.  Mr.
Karp  is a  general  partner  of  Warburg,  Pincus  & Co.,  a New  York  general
partnership  ("WP")  which  is the  sole  general  partner  of  Warburg,  Pincus
Investors, L.P. ("Warburg, Pincus"). Mr. Moreira is the Executive Vice-President
of Finance and  Administration of Abril S.A. Mr. Libowitz became a member of the
Compensation  Committee  in  April  1997  to fill  the  vacancy  created  by the
resignation of Mr. Nusbaum.

COMPENSATION OF DIRECTORS

     Independent  directors are eligible to receive an annual fee of $10,000,  a
meeting fee of $1,000 for every  meeting of the Board of Directors  attended and
each  committee  meeting held  separately and a $500 fee for each meeting of the
Board of  Directors or  committee  meeting  participated  in by  telephone.  All
directors are reimbursed for out-of-pocket expenses. Under the 1996 Stock Option
Plan, the Company may, from time to time and in the sole discretion of the Board
of Directors, grant options to directors who are not members of the Compensation
Committee.


ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth certain information regarding the beneficial
ownership of the Common Stock, as of April 24, 1997, by (i) each person known to
the Company to be the beneficial owner of more than 5% of the Common Stock, (ii)
each of the Company's directors, (iii) each of the Named Executive Officers, and
(iv) all directors  and  executive  officers as a group.  All  information  with
respect  to  beneficial  ownership  has been  furnished  to the  Company  by the
respective stockholders of the Company.


                                       -6-

<PAGE>

<TABLE>
<CAPTION>


                                                             AMOUNT AND NATURE  PERCENTAGE
                                                               OF BENEFICIAL       OF
                  NAME AND ADDRESS (1)                         OWNERSHIP (2)     CLASS (2)
                  --------------------                       ----------------   ----------
<S>                                                           <C>                  <C>    

Warburg, Pincus Investors, L.P.
   466 Lexington Avenue
   New York, New York 10017(3)(4)......................         4,530,708           42.2
Tevecap S.A.
   Rua do Rocio, 313
   Suite 101
   Sao Paulo, Brazil(5)................................         1,665,132           16.1
Maria Nise Studart Lins de Albuquerque.................         1,069,520           10.5
Hermano Studart Lins de Albuquerque....................           254,472            2.5
Carlos Andre Studart Lins de Albuquerque...............           254,472            2.5
Douglas M. Karp(4)(6)..................................         4,530,708           42.2
Jose Augusto Pinto Moreira(5)(7).......................         1,665,132           16.0
Claudio Dascal(5)(7)...................................         1,665,132           16.0
David E. Libowitz......................................                --            --
Alvaro J. Aguirre......................................             3,000             *
All Executive officers and directors
  as a group (7 persons)...............................         6,707,784           61.3%

------------
*    Less than 1%.
</TABLE>

(1)  Unless  otherwise  indicated   above,  the  address  for  each  stockholder
     identified   above   is   TV   Filme,   Inc.   c/o    ITSA-Intercontinental
     Telecomunicacoes  Ltda, SCS, Quadra 07-Bl.A, Ed. Executive Tower, Sala 601,
     70.300-911 Brasilia-DF, Brazil.

(2)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Commission.  In  computing  the  number  of  shares beneficially owned by a
     person and the percentage ownership of that person,  shares of Common Stock
     subject to options and  warrants  held by that  person  that are  currently
     exercisable  or  exercisable  within 60 days of April 24,  1997 are  deemed
     outstanding.  Such  shares,  however,  are not deemed  outstanding  for the
     purposes of computing the percentage ownership of any other person.  Except
     as indicated in the footnotes to this table,  each stockholder named in the
     table has sole voting and  investment  power with respect to the shares set
     forth opposite such stockholder's name.

(3)  E.M.  Warburg,  Pincus  &  Co.,  LLC, a  New York limited liability company
     ("E.M.  Warburg"),  manages   Warburg,  Pincus.   WP,   the  sole   general
     partner of Warburg,  Pincus,  has a 20% interest in the profits of Warburg,
     Pincus.  Lionel I. Pincus is the  managing  partner of WP and the  managing
     member  of E.M.  Warburg  and may be  deemed  to  control  both WP and E.M.
     Warburg.  The  members of E.M.  Warburg are  substantially  the same as the
     partners of WP.

(4)  Includes 567,952 shares of Common Stock which Warburg, Pincus has the right
     to  acquire  through  exercise  of a warrant issued by the Company in March
     1996.

(5)  Includes 208,372 shares of Common Stock which Tevecap has the right to 
     acquire through exercise of a warrant issued by the Company in March 1996.

(6)  All of  the  shares  indicated  as owned  by Mr. Karp are owned directly by
     Warburg,  Pincus  and  are  included  because  of  Mr.  Karp's  affiliation
     with Warburg,  Pincus.  Mr. Karp, the Chairman of the Board of the Company,
     is a Managing  Director and member of E.M. Warburg and a general partner of
     WP. As such, Mr. Karp may be deemed to have an indirect pecuniary interest,
     within  the  meaning  of  Rule  16a-1  under  the   Exchange   Act,  in  an
     indeterminate portion of the shares of Common Stock beneficially owned by


                                       -7-

<PAGE>



     Warburg, Pincus and WP.  Mr. Karp disclaims "beneficial ownership" of these
     shares within the meaning of Rule 13d-3 under the Exchange Act.

(7)  All  of  the  shares  indicated  as  owned  by  Mr. Moreira and Mr. Dascal,
     respectively,  are  owned  directly  by  Tevecap  and are included  because
     of Mr. Moreira's and Mr. Dascal's respective affiliations with Tevecap. Mr.
     Moreira and Mr. Dascal each disclaim "beneficial ownership" of these shares
     within the meaning of Rule 13d-3 under the Exchange Act.


ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The  Company  has  been a party  to the  following  transactions  with  its
executive officers, directors and five percent stockholders.

     In May 1993, the Company  issued and sold 1,169,096  shares of Common Stock
to Tevecap for a purchase price of $1.3 million.

     In July 1994,  the Company  effected a  recapitalization  pursuant to which
Mrs. Maria Nise Studart Lins de Albuquerque,  Mr. Hermano Lins, Mr. Carlos Andre
Lins and  Tevecap  exchanged  all of their  shares of  common  stock of TV Filme
Servicos de  Telecomunicacoes  S.A. on a one-for-one  basis for shares of common
stock of ITSA (the predecessor company of the Company).

     In July 1994, the Company issued and sold 2,126,132  shares of Common Stock
(after giving effect to the  Restructuring  to Warburg,  Pincus for an aggregate
purchase price of $5.0 million.

     In August  1995,  the Company  issued and sold  1,052,924  shares of Common
Stock  (after  giving  effect to the  Restructuring)  to Warburg,  Pincus for an
aggregate purchase price of $3.3 million.

     In March 1996,  the Company  issued and sold 783,700 shares of Common Stock
and  warrants to purchase an  additional  567,952  shares of Common Stock (after
giving effect to the  Restructuring) to Warburg,  Pincus for approximately  $5.1
million,  and issued and sold  287,664  shares of Common  Stock and  warrants to
purchase an  additional  208,372  shares of Common Stock (after giving effect to
the Restructuring) to Tevecap for approximately $1.9 million.  Such warrants are
exercisable at $6.52 per share.

         Immediately prior to the consummation of the Initial Public Offering in
connection  with the  Restructuring  the Company  issued  3,962,756,  1,456,760,
254,472,  254,472  and  1,069,520  shares of Common  Stock to  Warburg,  Pincus,
Tevecap,  Mr.  Hermano  Lins,  Mr.  Carlos Andre Lins and Mrs.  Maria Nise Lins,
respectively,  with a value of $39.6 million,  $14.6 million, $2.5 million, $2.5
million and $10.7 million, respectively,  based on the price of the Common Stock
sold in the Initial Public Offering. Such shares were issued in exchange for all
of their shares of common stock of ITSA,  which had the same value as the shares
of Common Stock received in the exchange.

         Immediately  prior to the  consummation of the Initial Public Offering,
in connection  with the  Restructuring  the Company issued  warrants to purchase
567,952  shares of Common  Sock to  Warburg,  Pincus and  warrants  to  purchase
208,372  shares of Common Stock to Tevecap in exchange for all of their warrants
to purchase shares of common stock of ITSA.

         From  time to time  during  January  1994 to March  1996,  Tevecap  and
certain of its  affiliates  made  short-term  loans to the  Company  for working
capital purposes. During this period, the maximum amount outstanding pursuant to
such loans was  approximately  $6.4  million.  During  April  1996,  the Company
resumed  borrowing from Tevecap and its affiliates for working capital purposes,
all of which  borrowings  were  repaid with the  proceeds of the Initial  Public
Offering  with the  exception  of $200,000  due  February  1997 and $200,000 due
February 1998.



                                       -8-

<PAGE>



     From  December 1993 to April 2, 1996,  certain  members of the Lins Family,
including  Mr.  Hermano  Lins,  Chief  Executive  Officer and  Secretary  of the
Company,  Mr. Carlos Andre Lins,  the  President,  Chief  Operating  Officer and
Treasurer of the Company,  their mother Mrs.  Maria Nise Lins and several of her
other  children,  owned in the aggregate 100% of Prava Sistemas de  Comunicacoes
Ltda. ("Prava"),  which provides wireless cable installation services to hotels,
hospitals and  single-family  houses,  among other services.  Messrs.  Lins each
owned approximately 7% of Prava and Mrs. Maria Nise Lins owned approximately 40%
of Prava during such period.  In the years ended  December 31, 1995,  1994,  and
1993,  respectively,  Prava's  revenues  from  the  Company  were  approximately
$260,000,  $70,000 and $0 representing,  respectively approximately 65%, 37% and
0% of Prava's total  revenues for such year.  On April 2, 1996,  the Lins Family
sold all of their interests in Prava to unrelated third parties.

     In July 1994,  the  Company,  Tevecap and  certain  other  parties  thereto
entered  into  an  agreement   pursuant  to  which  Tevecap  agreed  to  provide
programming  exclusively  to the  Company in certain  areas.  In June 1996,  the
Programming  Agreement was amended and restated  effective  August 2, 1996. From
time to time, in connection with the Programming  Agreement,  the Company enters
into  agreements  with TVA  Sistema  and  certain  of its  affiliates  regarding
specified channels.  The agreements typically have a two-year term and determine
the monthly  fees which the Company pays for such  channels.  In the years ended
December 31, 1996,  1995 and 1994,  TVA Sistema's and its  affiliates'  revenues
from the  Company  aggregated  approximately  $6.7  million,  $1.3  million  and
$178,000,  respectively,  net of discounts on programming  fees compared to list
prices.  Such  discounts  received by the Company  during 1994 and the first ten
months of 1995 were  $340,000  and $539,000 in 1994 and 1995,  respectively.  No
discounts  were  received in 1996 and such  discounts are not expected to recur.
The Company  purchases  from Tevecap a program guide which it distributes to its
subscribers  monthly.  Amounts  paid to Tevecap in 1994,  1995 and 1996 were $0,
$113,000 and $750,000, respectively.

     In late 1994, TV Filme Servicos purchased licenses to operate the Company's
wireless  cable systems in Goiania and Belem from an affiliate of TVA Sistem for
a purchase price of $400,000  each. The Company  believes such prices were below
fair  market  value.   Such  purchase   prices  were  payable  in  equal  annual
installments of $100,000 per license, due in February of each of the years 1995,
1996, 1997 and 1998. Such installment payments do not bear interest. As of April
24, 1997, $200,000 remained outstanding.

     In connection  with the Initial Public  Offering,  the Company entered into
the  Restructuring  pursuant  to which  all of the  preferred  stock of ITSA was
converted  into common  stock of ITSA and each share of common stock of ITSA was
exchanged  for 1,844  shares of Common  Stock of the  Company.  Pursuant  to the
Restructuring,  (i) 51% of the voting stock of TV Filme Servicos was transferred
to  TVTEL  Ltda.,  an  entity  all the  stock  of  which  is  owned  by  certain
stockholders  of the  Company who are  Brazilian  nationals,  including  certain
directors and executive offices of the Company (namely Tevecap,  Mrs. Maria Nise
Lins,  Messrs.  Hermano Lins and Carlos Andre Lins and Ms. Maria Veronica Lins),
with ITSA retaining 49% of the voting stock and 83% of the economic interests in
TV Filme  Servicos;  (ii) the operating  assets of the wireless cable systems of
Brasilia were transferred from TV Filme Servicos to TV Filme Brasilia; and (iii)
TV Filme Servicos entered into various agreements with ITSA and its subsidiaries
pursuant to which,  among other things, TV Filme Servicos has authorized ITSA to
operate the existing  wireless  cable systems under its current  licenses and to
operate  future cable systems  under future  license  grants.  The Company has a
representative  on the executive  management  team of TV Filme  Servicos and any
sale or transfer of any current or future  license held by TV Filme  Servicos is
prohibited.  ITSA entered into various  agreements  with TV Filme Servicos which
authorize  ITSA's  subsidiaries  to operate the existing  wireless cable systems
under its current  licenses and all other pay  television  systems  under future
licenses.

     The Company  believes that the above  transactions  were or are on terms no
less favorable to the Company than could have been obtained in transactions with
independent third parties.  All future transactions  between the Company and its
officers, directors, principal stockholders or their respective affiliates, will
be on  terms  no  less  favorable  to the  Company  than  can be  obtained  from
unaffiliated third parties.




                                       -9-

<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Registrant  has duly caused this  Amendment  to the
Report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Brasilia, Brazil, on the 24th day of April, 1997.

                                 TV FILME, INC.


                  By: HERMANO STUDART LINS DE ALBUQUERQUE*
                      ----------------------------------------
                      Hermano Studart Lins de Albuquerque
                      Chief Executive Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities indicated on the 24th day of April, 1997.

                SIGNATURE                                 TITLE(S)

    HERMANO STUDART LINS DE ALBUQUERQUE*         
---------------------------------------------    Chief Executive Officer,
    Hermano Studart Lins de Albuquerque          Secretary and Director
                                                 (Principal Executive Officer)

    CARLOS ANDRE STUDART LINS DE ALBUQUERQUE*    
---------------------------------------------    President, Chief Operating
    Carlos Andre Studart Lins de Albuquerque     Officer, Treasurer and Director

/S/ ALVARO J. AGUIRRE
---------------------------------------------    Chief Financial Officer
    Alvaro J. Aguirre                            (Principal Financial and 
                                                 Accounting Officer and Director

    DOUGLAS M. KARP*                             
---------------------------------------------    Chairman of the Board and
    Douglas M. Karp                              Director


    JOSE AUGUSTO PINTO MOREIRA*                  
---------------------------------------------    Director
    Jose Augusto Pinto Moreira

    CLAUDIO DASCAL*                              
---------------------------------------------    Director
    Claudio Dascal


By:/S/ ALVARO J. AGUIRRE 
   -------------------------------------------
       Alvaro J. Aguirre
       Attorney-in-fact




                                      -10-